PRIVATE JOINT-VENTURE INVESTMENT via Direct Debit Swift GPI MT104 DDTR

NO: 322322 HASSAN-…………………… Transaction Reference: 02082019-HASS-………..

Date: August 02TH, 2019

PRIVATE JOINT VENTURE INVESTMENT AGREEMENT: 322322 HASSAN -----------

(HEREINAFTER REFFERED TO AS THE "INVESTMENT AGREEMENT" OR "CONTRACT")
IS ENTERED INTO ON THIS 02/08/2019 BY AND BETWEEN THE FOLLOWING PARTIES:
PARTY-A / INVESTOR / SENDER:
1 NAME: PRIVATE INVESTOR
2 ADDRESS: 167B RUE DE BERGUES, 59470
3 ESQUELBECQ, FRANCE
AUTHORIZED
4 MR. GILLES BERTRAND ALAIN MARC THIBAULT-POELVOORDE
REPRESENTIVE:
5 PASSPORT №: 18EH59721
6 DATE OF ISSUE: 14 AUGUST 2018
7 DATE OF EXPIRY: 13 AUGUST 2028
BANK NAME: DEUTSCHE BANK EUROPE GMBH
8 BANK ADDRESS: FRANKFURT AM MAIN, GERMANY
9 ACCOUNT NUMBER: IBAN DE 08500700101000155395
10 ACCOUNT NAME HASSAN BEN YOUSEF ALFRAYAH
11 SWIFT CODE: DEUTDE5XXXX

12 BANK OFFICER NAME: FRANK KUHNKE mail : frank.kuhnke@db.com

13 BANK PHONE №: + 49 69 91010039

(HEREINAFTER REFERRED TO AS THE “INVESTOR”)
AND
PARTY-B / MANAGER / RECEIVER:
1 COMPANY NAME TMT Invest d.o.o.
2 COMPANY ADDRESS Brilejeva 13
3 REPRESENTED BY Zoran Nonković
4 COMPANY REG. NO. 3343294000
5 PASSPORT NUMBER PB0448838
6 PASSPORT ISSUE DATE 28.05.2010
7 PASSPORT EXPIRY DATE 28.05.2020
8 BANK Delavska hranilnica d.d.
9 BANK ADDRESS Miklošičeva 5, 1000 Ljubljana
10 SWIFT HDELSI22
11 BENEFICIARY BANK

12 ACCOUNT NAME
13 ACCOUNT NUMBER SI56 6100 0002 0273 444
14 SPECIAL IBAN
15 BANK OFFICER
16 BANK OFFICER PHONE
(HEREINAFTER REFERRED TO AS THE “RECEIVER”)

Party-A initial: Party-B

initial:

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PRIVATE JOINT-VENTURE INVESTMENT via Direct Debit Swift GPI MT104 DDTR
NO: 322322 HASSAN-…………………… Transaction Reference: 02082019-HASS-………..

Date: August 02TH, 2019

WHEREAS: The Investor with full corporate responsibility confirms that he owns or
controls various cash funds of good, clean and clear origin, free of encumbrances and
which he wishes to utilize for the purposes of investments;

WHEREAS: The Receiver is qualified to act as investment asset/program manager

for the purposes of this agreement;

WHEREAS: The Investor represents and warrants, with full corporate and legal
responsibility, that he has permission to enter into this Joint Venture Investment
Agreement;

WHEREAS: The Receiver is eager to receive Joint Venture investments for execution
of selling and mortgage of his own properties to the investor and the development of
various properties and other real estate projects. The Receiver will seek other
investment opportunities including bank instruments, commodity trading and business
acquisitions. The Receiver is ready willing and able to receive funds in the amount of
€XXX,000,000.00 (XXX Hundred Million Euros) starting with the 1st Tranche of
€XX,000,000.00 (XX Million Euros) then in Rolls & Extensions.

WHEREAS: Investor hereby nominates and appoints the Receiver as Program

Manager for cash funds to be received via Deutsche Bank System by SWIFT GPI
MT-104 DDTR from Party-A, which will be invested/disbursed by Party-B.

PARTY-A / INVESTOR / SENDER - BANKING COORDINATES:

BANK INSTITUTION: DEUTSCHE BANK EUROPE GMBH

BANK ADDRESS: FRANKFURT AM MAIN, GERMANY

ACCOUNT NAME: HASSAN BEN YOUSEF ALFRAYAH

ACCOUNT NUMBER: IBAN DE 08500700101000155395

SWIFT CODE: DEUTDE5XXXX

Party-A initial: Party-B

initial:

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PRIVATE JOINT-VENTURE INVESTMENT via Direct Debit Swift GPI MT104 DDTR
NO: 322322 HASSAN-…………………… Transaction Reference: 02082019-HASS-………..

Date: August 02TH, 2019

PARTY-B / PROGRAM MANAGER / RECEIVER - BANKING COORDINATES:

BANK INSTITUTION: Delavska hranilnica d. d. Ljubljana

BANK ADDRESS: Miklošičeva 5, 1000 Ljubljana

ACCOUNT NAME: TMT Invest d.o.o.

ACCOUNT NUMBER: SI56 6100 0002 0273 444

SWIFT CODE: HDELSI22

III. DESCRIPTION OF TRANSACTION

1 Sender’s Instrument: SWIFT GPI MT-104 DDTR Deutsche Bank System

2 Total Face Value: € XXX,000,000 (XXX Million EUROS)

3 First Tranche: € XXX,000,000 (XXX Million EUROS)

All transfer instructions shall state: Funds are clean and clear,
4 Special remarks:
of noncriminal origin.

.
CASH TRANSFER VIA GPI MT 104 DDTR - DEUTSCHE BANK SYSTEM BY SWIFT
AND DUTY OF THE PARTIES
1. Investor and Receiver both sign & execute the Private Investment Agreement.

2. This Investment Agreement, which thereby automatically becomes a full

commercial recourse contract.

3. If necessary, the Parties will lodge copies of the Agreement with their respective
banks for the compliance.

4. Receiver will submit request with his bank to receive the funds via Deutsche Bank
System by SWIFT GPI MT104 DDTR from Sender’s bank coordinates to the
bank coordinates of the Receiver.

5. Receiver’s bank will follow their standard Remittance procedure.

6. Receiver’s bank will verify the said funds received and credit Receiver’s account.

Party-A initial: Party-B

initial:

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PRIVATE JOINT-VENTURE INVESTMENT via Direct Debit Swift GPI MT104 DDTR
NO: 322322 HASSAN-…………………… Transaction Reference: 02082019-HASS-………..

Date: August 02TH, 2019

Receiver hereby confirms and declares that its associates or representatives, or any
other persons on its behalf, have never been solicited by any party, its shareholders
or associates or representatives in any way whatsoever that can be construed as a
solicitation for these future transactions. Any delay in or failure of performance by
either party of their respective obligations under this Agreement shall constitute a
breach hereunder and will give rise to claims for damages if, and to the extent that
such delay or failure in performance is not caused by events or circumstances beyond
the control of such party in default.

The term “Beyond the Control of Such Party” include Act of War, Rebellion, Fire,
Flood, Earthquake or other natural disasters, and any other cause not within the
control of such non-performing party, or which the non-performing party by exercise
of reasonable diligence is unable to foresee or prevent or remedy.

a) Amendments. This Agreement may not be amended, altered or modified except

(i) upon the unanimous agreement by instrument in writing and signed by each of
the Investor and Manager.

b) 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 and delivered
to each of the Parties.

c) No Rights of Third Parties. 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.

d) Currency. Any exchange of funds between Sender and Receiver shall be made
in the same currency in which the Sender transferred the investment funds. In
addition, all calculations pursuant to this Agreement and any Joint Venture
Agreement shall be based on ICC regulations in Paris.

Party-A initial: Party-B

initial:

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PRIVATE JOINT-VENTURE INVESTMENT via Direct Debit Swift GPI MT104 DDTR
NO: 322322 HASSAN-…………………… Transaction Reference: 02082019-HASS-………..

Date: August 02TH, 2019

IN WITNESS WHEREOF, 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 BY
AFFIXING OUR SIGNATURES/INITIALS/SEALS TO THIS AGREEMENT, WE
ATTEST THAT OUR RESPECTIVE BANK OFFICERS ARE FULLY AWARE OF,
HAVE APPROVED AND ARE READY TO PROCEED WITH THIS TRANSACTION.

THE PARTIES HERETO SET THEIR HANDS AND WITNESS WITH THEIR
CORPORATE SEALS UPON THIS AGREEMENT AS THE ACCEPTANCE OF THE
PRESENT TERMS AND CONDITIONS.

SENDER RECEIVER

AGREED AND ACCEPTED ON 02/08/2019, ON BEHALF OF

Gilles B.A.M. Thibault-Poelvoorde NAME ……………………….

Passport No. 18EH59721 Passport No.
Passport Issue Date: 14-08-2018 Passport Issue Date:
Passport Expiry Date: 13-08-2028 Passport Expiry Date:
Country of Issue: FRANCE Country of Issue:

“ACCEPTED AND AGREED WITHOUT CHANGE”

(Electronic signature is valid and accepted as hand signature)
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS

Party-A initial: Party-B

initial:

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PRIVATE JOINT-VENTURE INVESTMENT via Direct Debit Swift GPI MT104 DDTR
NO: 322322 HASSAN-…………………… Transaction Reference: 02082019-HASS-………..

Date: August 02TH, 2019

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).

3. 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.

Required message “The remitter is known to us. This is done with full banking
responsibility and we are satisfied as to the source of funds sent to us.”

IN WITNESS WHEREOF, THE PARTIES HERETO SET THEIR HANDS AND

WITNESS WITH THEIR CORPORATE SEALS UPON THIS I.F.D.P.O AS THE
ACCEPTANCE OF THE PRESENT TERMS AND CONDITIONS ON THIS
02/08/2019.

SENDER: RECEIVER:

Party-A initial: Party-B

initial:

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PRIVATE JOINT-VENTURE INVESTMENT via Direct Debit Swift GPI MT104 DDTR
NO: 322322 HASSAN-…………………… Transaction Reference: 02082019-HASS-………..

Date: August 02TH, 2019

Party A Passport Copy Appendix A

Party-A initial: Party-B

initial:

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PRIVATE JOINT-VENTURE INVESTMENT via Direct Debit Swift GPI MT104 DDTR
NO: 322322 HASSAN-…………………… Transaction Reference: 02082019-HASS-………..

Date: August 02TH, 2019

Attachment 1 (Party B)
Passport copy

Party-A initial: Party-B

initial:

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PRIVATE JOINT-VENTURE INVESTMENT via Direct Debit Swift GPI MT104 DDTR
NO: 322322 HASSAN-…………………… Transaction Reference: 02082019-HASS-………..

Date: August 02TH, 2019

Attachment 2 (Party B)
Company Incorporation Certificate

********** THE END OF THE AGREEMENT **********

Party-A initial: Party-B

initial:

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