JOINT VENTURE AGREEMENT

BETWEEN

MSVRG COMMERCIAL BROKERS

Hereinafter referred to as the “Investor”

And

AJILINE CALL CENTER SARL - MOROCCO

(Hereinafter referred to as the (COORDINATOR “PROJECT DEVELOPER”)

Transaction Code: ACS-5G-20M-2022/02

AS OF FEBRUARY 11th, 2022

Transaction Code: ACS-5G-20M-2022/02

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INVESTOR Initials 1: COORDINATOR Initials 2:.
 PRIVATE TRANSACTION AGREEMENT

Between

MSVRG COMMERCIAL BROKERS. registration number: 907100. With his legal address located at:
GARHOUD VIEWS BUILDING 7 FLOOR, AL MINA ROAD, PO BOX 430704, DUBAI, UNITED ARAB EMIRATES.
Email: easa@msvrgroup.com, and dully represented by: Mr EASA RASHED ABDULAZIZ EASA ALALI, who is
the CEO hereinafter holder of Passport: CRHJ13472, issued 22/10/2020 in UNITED ARAD EMIRATES and a
copy of which is here attached (Annex N° 2), which full corporate and legal authority to sign this agreement,
in his name or on behalf of any corporation he represents (hereinafter referred to as Represented hereafter
Partner Group B ) “COORDINATOR INVESTOR“

And:
AJILINE CALL CENTER SARL (hereinafter referred as a corporation organized under the laws of MOROCCO,
RCS N°: (N°ICE) 002988467000085. With legal address located at: RDC BLOC D N AN DU 11 JANVIER, CITE
DAKHLA – AGADIR - MOROCCO. E-mail: ad.ajarrar@gmail.com.
Dully represented by Mr AJARRAR Abdelhadi, who is the GERANT hereinafter holder of Passport
N°:19FD21767, issued country: HENIN BEAUMONT - FRANCE. and a copy of which is here attached (Annex
N° 1), which full corporate and legal authority to sign this agreement, in his name or on behalf of any
corporation he represents (hereinafter referred to as Represented hereafter Partner Group A “PROJECT
DEVELOPER”

WHEREAS:

THE COORDINATOR INVESTOR and PROJECT DEVELOPER have agreed to develop global services for the
purpose of beginning projects of REAL ESTATE in MOROCCO for the development of AJILINE CALL CENTER
projects development, is ready, willing and able to facilitate the working investment process to receive
CASH FUNDS DEPOSIT from the COORDINATOR Bank’s Account, from the Investors appointed by Project
Developer, as good, clean and clear funds of non-criminal origin, free and unencumbered of any liens.

A- THE PROJECT DEVELOPER will get full insurance to receive the CASH FUNDS to manage them under
his full corporate responsibility. The coordination of the investment will be strictly ruled by the
present agreement for investment Between PROJECT DEVELOPER and the COORDINATOR
INVESTOR.

B- THE COORDINATOR INVESTOR and THE PROJECT DEVELOPER, their associated partners and any
intermediary involved, hereby confirm to take their own full responsibility under penalty of perjury
to provide all required documents (good, clean, clear of non-criminal origin) completed, signed and
sealed to the PROJECT DEVELOPER and/or COORDINATOR INVESTOR.

C- THE COORDINATOR INVESTOR and PROJECT DEVELOPER CONFIRMS THAT THE FUNDS TO BE
USED FOR THIS FINANCIAL TRANSACTION ARE FREE AND CLEAR AND UNENCUMBERED AND
THAT IT IS NOT LINKED TO ANY BANKING FRAUD, MONEY LAUNDRY, TERRORIST ACTIVITY OR
FRAUDULENT ACTIVITY OF ANY KIND. FURTHERMORE, THE PROJECT DEVELOPER HOLDS THE
COORDINATOR INVESTOR AND HIS ASSOCIATES, REPRESENTATIVES AND FACILITATORS
HARMLESS FROM ANY ADVERSE OR HARMFUL PARTICIPATION IN THIS FUNDS DEPOSIT. FUNDS
ARE BEING ACCOMPLISHED ACCORDING TO THAT, WHICH IS AGREED UPON BETWEEN THE
COORDINATOR INVESTOR AND THE PROJECT DEVELOPER ONLY.

Transaction Code: ACS-5G-20M-2022/02

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CASH FUNDS:

CASH FUNDS in deposit at Project Developer appointed by the Investor’s , in the global amount of USD ($)
TWENTY MILLION US DOLLARS (20,000,000.00) to be received via internal funds Deposit in Morocco
These CASH FUNDS will be used for the financing of investments to the designated location by the
COORDINATOR INVESTOR Project .

First tranche: 3,800,000 USD

Following tranches: 5,000,000 USD

Article 1: PROCEDURES

KIM LINE DATA SARL Project Developer executes this partnership agreement. At receipt of
Partnership Agreement for Investment, Transaction Code: ACS-5G-20M-2022/02.

a) Project Developer sends instruction to his appointed Investor, to Deposit the

cash to the receiving bank.

b) WHEREAS, The Asset Manager confirms and warrants that it is capable of

presenting acceptable and desirous portfolio of Project Development. This
project value of TE, AJILINE CALL CENTER as a project Manager, acting with full
responsibility, hereby TENTY MILLION USD (20,000,000) irrevocably and
unconditionally, without protest or notification, without prejudice, recourse, or
delay guarantee to pay the fee entitled to the beneficiaries listed on this
document, via Wire transfer, at the time of settlement of each and every tranche
of the Deposit. Irrevocable pay order to the intermediaries and is and shall
remain an intricate part of the contract between both parts.

c) Further investments if needed more investment on this project Development

will be possible to Executed on the same amount during the first year with pos-
sibility of Rolls & Extensions. A banking week (maximum) will be observed for
each tranche.

d) Upon receipt and acceptance of this investment by internal funds Deposit on

the bank account with The Associated Banking Services and the receiver co-
ordinator will hold XX% (XX Percent) and xx% for the Associate Banking Ser-
vices of the invested funds deposited in account, as compensation for the ser-
vices rendered. The incomes of Coordinator are considered as part of financial
participation into a global investment process.

Article 2: TRANSACTION CODE

The Parties to this Agreement agree that the below-mentioned codes will be maintained for the entire
duration of the contract: Transaction Code: ACS-5G-20M-2022/02.

Article 3: CONTRIBUTIONS

In order to achieve the Corporate Objective of this Joint-Venture, the Parties respectively agree upon the
following contributions.

Transaction Code: ACS-5G-20M-2022/02

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The COORDINATOR agrees to provide the following full corporate banking coordinates of the investment
Deposit Bank as CASH FUNDS:

FULL BANKING COORDINATES RECEIVING BANK

BANK NAME : BANK OF AFRICA – BMCE GROUP

BANK ADDRESS : 140 avenue HASSAN II – 20039 CASABLANCA - MOROCCO
SWIFT CODE : BMCEMAMC
ACCOUNT NAME : STE KIM LINE DATA
ACCOUNT NUMBER : 011 010 0000 15 210 00 03903 96
BANK OFFICER : AGADIR CITE DAKHLA
BANK PHONE : +212 5 28 21 90 20/21

COORDINATOR and Project Developer declare under full responsibility that the investment profit shall not
be employed in any illegal activity, but for realizing the above-mentioned operation.

COORDINATOR declares, under his full responsibility, that the CASH FUNDS are non-criminal origin and, on
the contrary, deriving from legal origin from a penal and civil profile.

Project Developer furthermore declares that he did not engage in any activities which could be construed
as the solicitation of public savings from COORDINATOR

Article 4: OWNERSHIP OF THE FUNDS AND DIVISION OF THE PROFITS

The COORDINATOR will receive a financial compensation (as a private loan) for his logistical services
regarding the CASH FUNDS to be invested as follows:

The net investment in the amount of Percentage will be transferred within a specific working calendar.

Article 5: DURATION, RENEWAL, RENUNCIATION AND RESOLUTION

The duration of the present Private Agreement is of (3) Banking days starting from the date of the arrival,
verification and authentication of the Proof of Funds in the Receiving Bank. It will be valid and binding in its
contents, and thus automatically extended, for whatever contractual extension or renewal of the investment
program.

Article 6: CURRENCY OF THE CONTRACT

In consideration of mutual convenience, both Parties agreed and decided to use the “€UR” or USD, currency
for this transaction.

Article 7: DECLARATION OF THE ORIGIN OF FUNDS

The Joint Venture declares, under full civil and full responsibility, that the funds made available for the
investment program are legally owned and are freely available for the foreseen purposes.

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Article 8: PAYMENT OF TAXES, DUTIES AND EVENTUAL EXPENSES

The Parties individually assume all the obligations relative to the taxation of their income and of any other
form of duty relative to the operations constituting the Corporate Objective of the present Agreement.

The Parties further individually agree to bear any other costs should they arise during the execution of the
present Agreement. FICAL ID: 51693721 6 - TAXES PRO ID: 12000/2022/3800

Article 9: INSTRUCTIONS TO THE BANKING INSTITUTIONS

Each Party to this Agreement agrees to instruct his Bank regarding the obligations this Agreement may
determine. The instructions to the Banks will be clear, precise and unmistakable in any regard to the Officers
of the respective Banks, so as to avoid misinterpretations and materially facilitate a cautious and precise
execution of the present Agreement.

Article 10: EXCLUSIVE PARTICIPATION

The COORDINATOR declares that he has not assigned, under previous written and/or oral agreements,
participations for the same activities constituting the Corporate Objectives of the present Agreement, other
than to the INVESTOR Project developer, as specified herein.

Article 11: THE RIGHTS OF THE PARTIES

The corporate activities of the Joint Venture will be jointly managed by the COORDINATOR and the
INVESTOR Project Developer.

The COORDINATOR and the Project developer have the right to inspect the book-keeping and the account
movements registered on the corporate banking account at any time.

Article 12: COMMUNICATIONS

All communications and notices concerning this Agreement will be in writing and sent by e-mail to be
addressed PRINCIPAL TO PRINCIPAL (*) (with copies) as follows:
INVESTOR: email: easa@msvrgroup.com ,

Transaction Code: ACS-5G-20M-2022/02

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The report of transmission of the telefax machine or by e-mail will be sufficient evidence that the
communication by telefax has been received by the addressee, but the Parties may confirm said
communication by registered mail. Either Party may change the address shown above by written
confirmation as provided herein.

Article 13: FORCE MAJEURE

None of the Parties will be responsible, as determined by the International Chamber of Commerce (ICC),
Paris Accords (Publication 421 E), regarding the impossibility to execute this contract, fully or partially, when
this impossibility is directly or indirectly determined by the causes specified by ICC and that are below
reported in English:
a. Causes beyond their reasonable control;
b. Acts or Non-Actions of any Governmental Authority (de jure or de facto), including the intervention
of the Federal Reserve Bank of the United States which have the effect of prohibiting or otherwise
limiting the Corporate Objective of this Agreement;
c. Wars (declared or undeclared);
d. Fire, flood, sabotage, nuclear accident, earthquake, storm, epidemic;
e. Banks and/or Financial Institutions are closed by reason of industrial dispute or governmental
intervention.

Article 14: NON-CIRCUMVENTION CLAUSE

The Parties personally and corporately commit themselves not to reveal and no to use, for their own
exclusive benefit, information or business contacts arising from the present (“Rules and Regulations” as of
the contract “Non-Circumvention, Non-Disclosure Agreement”

The commitment is binding for the heirs, successors, employees, associates, participations or related
companies, consultants or whomever may have a business relation with one of the Parties committed in this
clause.

Article 15: LANGUAGES FOR COMMUNICATIONS

The Parties agree that all the communications regarding the present Agreement will be made in the English
Language. The Parties agree to instruct their respective Banks regarding the fact that all communications
must necessarily take place in the English Language.

Article 16: TITLES OF THE PARAGRAPHS

The titles of the paragraphs of any single Article are, as agreed upon by the Parties, merely indicative and
thus cannot be explicative of the contents of the paragraphs/articles.

Article 17: ARBITRATION

Any eventual controversy, having as object the interpretation of the clauses of the Agreement, will be
submitted to an arbitration board according to the Rules of Conciliation and Arbitration of the International
Chamber of Commerce (ICC) Paris, France.

Article 18: GOVERNING LAW

This Agreement shall be deemed to be a contract under, and this Agreement and the rights of the Parties
hereunder, shall be governed by and construed ad interpreted in accordance with the Law of England and the
present agreement hereby submit to the exclusive jurisdiction of the High Court of Justice in England in

Transaction Code: ACS-5G-20M-2022/02

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relation to any claim, dispute or difference which may arise hereunder.

ACCEPTED AND AGREED WITHOUT CHANGES and signed in 2 copies.

Signed and sealed this 11TH day FEBRUARY, 2022 for and on behalf of
(The INVESTOR)

Signed: ______________Seal ___________

Name : Mr. EASA RASHED ABDULAZIZ EASA ALALI

Title & Authority : C.E.O.
For and on behalf of : MSVRG COMMERCIAL BROKERS
Passport Number : CRHJ13472
Date of Issued : 22/10/2020
Date of Expiry : 21/10/2025
Signed and sealed this 11TH day of FEBRUARY, 2022 for and on behalf of
(The INVESTOR)

Signed: _____________Seal___________

Name : AJARRAR Abdelhadi

Title & Authority : GERANT
For and on behalf of : AJILINE CALL CENTER
Passport N° : 19FD21767
Date of Issued : 25/10/2019 TILL 28/06/2027
Email : ad.ajarrar@gmail.com

Signed and sealed this 11TH day of FEBRUARY, 2022 for and on behalf of
(The PROJECT DEVELOPER)

Transaction Code: ACS-5G-20M-2022/02

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 ANNEX 1
PASSPORT COLOR COPY

Transaction Code: ACS-5G-20M-2022/02

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 Transaction Code: ACS-5G-20M-2022/02
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 ANNEX 2
PASSPORT COLOR COPY

***************** END DOCUMENT *****************

Transaction Code: ACS-5G-20M-2022/02

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