Doa MT103 - 202

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DOCUMENT OF AGREEMENT FOR INVESTMENTS

APRIL 30, 2024

The present agreement and all documents attached to it have the Objective to far the project, assembly, start-up and
continuous improvement of Productive Development Poles, entered on this April 30, 2024.

By and between the following parties.

PARTY A - INVESTOR

COMPANY NAME:

COMPANY ADDRESS:

CITY / ZIP/ Country

COMPANY REGISTRATION:

REPRESENTATIVE:

NATIONALITY:

PASSPORT NUMBER:

DATE OF ISSUE:

EXPIRATION DATE:

ISSUED BY:

PARTY A - BANK INFORMATION

BANK NAME:

BANK ADDRESS:

ACCOUNT NAME:

ACCOUNT NUMBER:

SWIFT CODE:

ORIGIN OF FUNDS:

HOW WERE FUNDS EARNED:

Hereinafter referred to as “INVESTOR”

AND

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DOCUMENT OF AGREEMENT FOR INVESTMENTS
APRIL 30, 2024

PARTY B - DEVELOPER

COMPANY NAME: Productores Asociados del Sur SARL

COMPANY ADDRESS: Peatonal Sarandí 693, piso 4 - Montevideo, PD 11000

COMPANY REGISTRATION: 217254760012

DATE OF REGISTRATION 18/08/2013

REPRESENTATIVE: RENE ALBERTO CARDENAS KAPPES

PASSPORT NUMBER: F54813459

ISSUED BY: Uruguay

ISSUED DATE: 02/06/2023

EXPIRATION DATE: 01/06/2033

PARTY B - BANK INFORMATION

BANK NAME: Emirates Islamic Bank

BANK ADDRESS: El Qasamiyah Branch Sharjah, UAE

SWIFT CODE: MEBLAEAD

ACCOUNT NAME: WADI AL SUROOR TECHNOLOGIES

ACCOUNT NUMBER: AE300340003708441057902

BANK OFFICER NAME: TBA

BANK OFFICER EMAIL: TBA

BANK TELEPHONE: TBA

Hereinafter referred to as “DEVELOPER”

PREAMBLE

PARTY “A” isin full possession and full legal availability of the financial instrument of aface value up to
€xx,000,000,000,000.00 (.............. EURO), with which he intends to activate a joint venture with PARTY B,
according to the procedures described in this contract and this in order to obtain legitimate profits.

PURPOSE AND DURATION OF THE AGREEMENT

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APRIL 30, 2024

NOW BY THIS AGREEMENT IT IS HEREBY UNDERSTOOD AND REGULATED AS FOLLOWS:


1. The Object of this Agreement is the arrangement of the necessary investment for the construction and
operation of a cosmetic raw material plant, ensuring the working capital, purchase of manufacturing equipment and
acquisition of raw material, and the payment of legal and advisory fees. It is understood that said cooperation implies the
pooling of all contacts, investments and any other necessary assets, whether tangible or intangible, belonging to or
introduced by any of the Parties. Specifically, while PART A will provide the project with the necessary cash financing,
PART B will intervene through its contacts, capacity and experience to allocate the funds according to the phases of project
implementation.
2. PARTY B is authorized to transfer partially or totally this agreement to third Parties for the fulfillment of part
or the whole of his tasks, in this case the counterparty will be adviser.
3. Furthermore, PARTY A declares – apart from any other further specific declaration to be delivered upon request
- and warrants that all the “Assets “connected and/or used for the above operation are and will be good, clean, cleared
and of non-criminal origin. The Parties also warrants that any funds earned or otherwise derived from this contract will
not be used for criminal or illicit purpose.
4. PARTY A hereby accepts and agrees to share total profits with PARTY B as indicated in specific paragraphs in
this Agreement, and will take care – whereas necessary - to provide end execute all the contractual and banking
agreements needed to grant such payments and transfers by any Third Party.
5. The contract will expire after 5 (five) year and 1 (one) month from its inception - stated on the date of signing
-unless renewed in writing by the Parties, and in any case will remain valid until the complete fulfillment of the latest
obligation of the Parties with Financial Institutions for any operational agreement activated during the validity of the
Agreement.

GENERAL CONDITIONS

6. SUBJECT MATTER OF THE CONTRACT


This contract is an exclusive private agreement between both Parties to rule a joint venture in financial matters. It is
therefore exempted – unless demanded by an official Government Regulation or requested by one of the Parties - by any
obligation of registration, this being done at the expenses of the Party having interest in it
7. EXECUTION OF AGREEMENT
All Parties confirm that each is fully empowered, legally qualified and duly authorized (if relevant) by Resolution of Board
of Directors of their Corporations to execute and deliver this Agreement, themselves accepting to be bound by terms and
conditions of this Agreement.
8. FORCE MAJEURE
The customary Force Majeure clauses ruled by ICC – Paris are to be applied to this Contract in their latest edition or
revision. These will be enclosed, in their current form, to this Contract when requested by the Provider. It is understood
that in case of Force Majeure, or War & Civil Commotion which may happen in one or more of the Countries in which this
Contract shall have effect - and which will cause one or both Parties to become non- performing – will cause the whole
Contract to be stopped and cancelled albeit with no liability to any Party.
9. NON-CIRCUMVENTION, NON-DISCLOSURE AND NON-SOLICITATION RULES
The regulations of Non-Circumvention, Non-Disclosure and Non-Solicitation rules are those established by the
International Chamber of Commerce – Paris, FRANCE, latest edition or revision the rules stated by the Regulations as
above will remain in force for 5(five) years after the expiry of this agreement.
10. ARBITRATION
Any dispute, controversy or claim arising among and between the associated Parties of this Agreement and which cannot
be directly settled between themselves, shall be settled by arbitration in accordance with the rules of the ICC – London
and its decision is final. It is since now agreed that the result of the Arbitration is deemed to be enforced under any
jurisdiction to which one of the Parties is subject, and this even against any of the Parties of this Agreement.
11. JURISDICTION CLAUSE

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APRIL 30, 2024

This Agreement shall be governed by the English Law and the relevant rules and regulations shall apply to any action
directly or indirectly related to this Contract, the place of the jurisdiction will be London. In case a different jurisdiction
shall be compulsively applicable to acts or agreements made in application to this Contract and his Exhibits due to the
local Banking Laws, this will be since now accepted as a derogation to the above terms. THE INJURED PARTY CAN FILE A
LEGAL CLAIM AGAINST PARTY-IN-DEFAULT IN ANY COURT OF JURISDICTION OF THEIR CHOICE THEIR INCLUDING BUT NOT
LIMITED TO, THE UNITED KINGDOM.
12. EXCLUSION OF COEXISTING AGREEMENTS
This Agreement shall be binding on all the concerned Parties herein, and shall supersede any other Agreements, written
or verbal.
13. ASSIGNMENT OF THE CONTRACT
This Contract is legally binding for the liquidators, heirs, successors to the Parties, provided that the ceding or transfer of
rights to these Persons will be done with information to the other Party The contract cannot be transferred, assigned or
ceded to other Persons unless the ceding or transfer of rights to these Persons will be done by mutual exchange and
agreement. The acts of cession or transfer or assignment will not waive the liability of the Party to the date of the act
itself In case of death or incapacity of the Provider, his legal representative or designated or apparent heir(s) are
authorized to effect the acts to transfer the rights and obligations previously in the name of the Provider, in order to fulfill
this Contract
14. NOTIFICATION AND INFORMATION
All the information and notification having effect to this contract shall be done in written and exchanged
By registered mail (or registered express delivery). They will be valid also when sent by fax or telex, provided that the
original hard copy of the agreement will become available to the Parties in the subsequent fortnight period. In case
Banking Laws and Regulation will require a different exchange method of this Contract or his EXHIBITS and ADDENDA,
these will supersede the above terms. All Parties reserve the right to amend and/or modify this Agreement, if either party
officially so requests, but subject to a mutual Endorsement in write.
15. JOINT AND SEVERAL APPLICATIONS OF CLAUSES
All the terms, clauses, the relevant ATTACHMENTS and EXHIBITS to this Contract are deemed to be considered as
separated agreements by themselves, with joint and several applications. In case that one of these terms or parts shall
become void or non-applicable in the ruling of Arbitration or Tribunal, this will void or cancel all the other parts and terms,
which will continue to be effective to the purpose of the fulfillment of the Contract.

16. TRANSACTION PROCEDURE:

PROCEDURE IS THE ONE APPROVED BY DEUTSCHE BANK FOR MT 103-202 MANUAL DOWNLOAD, FTP SYSTEM.

NO BANK OFFICER TO BANK OFFICER COMMUNICATION IS ACCEPTED BEFORE AND AFTER THE OPERATION, OTHER THAN
THAT IS DESCRIBED IN THIS DOCUMENT.

1. Approve the annexed Procedure document and return it to Sender signed and sealed with wet blue ink and
the Receiving account CIS.

2. Preparation of Agreement and PGL by Investor and sends it to Developer.

3. Signature and seal of documents (Agreement and PGL) by Developer and return it to Investor.

4. Both parties submit the aforementioned documents to their respective banks for approval.

5. A conference is held in which both parties agree on a date and time to execute the Download operation.

6. On the agreed date and time Investor Delivers the Bank Slips, Codes and
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documents generated for the Download operation.

7. Developer uses the Bank Slips and codes sent by Investor to start his Manual Download process which is
described below as Technical Procedure.

8. Once the download process is complete, Developer sends proof to Investor that the download was successful.

9. Once the funds are credited, the verification time used by the receiving bank is waited and the redistribution
agreed in the PGL is executed.

10. For the next tranche the date and time has to be agreed again and proceed with step 6 onwards.

Technical Procedure:

1.- Turn on the Computer connected to Swift System.

2.- Go to the Swift.com Login page and enter Username and Password.

3.- Search for ..................................................................... and verify Funds using Codes listed below. (Depending on the
system used by Receiving Bank the Funds may or may not be visible; if they are not visible just proceed and they will
be visible on the Download Page after entering the corresponding codes).

4.- Go to the Download Page and enter the Key codes provided through Bank Slips and download to the Receiving
Common Account.

TRN xxx
ACCESS CODE : xxx
SCREENSHOT CODE : xxx
INTERBANKING BLOCKING CODE : xxx
FINAL BLOCKING CODE : xxx
RELEASE CODE : xxx
FINAL CODE : xxx
NEW FINAL CODE : xxx
*** NEW FINAL CODE is the Compensation Code because the Fund Downloaded/Transferred is Cash. ***

5.- After the codes section the Bank Officer has to enter by hand exactly the amount to download that appears as total
amount in the Bank Slip provided and start downloading in the receiving Common Account.

6.- ONCE THE FUNDS ARE DOWNLOADED IN THE COMMON ACCOUNT MUST BE BLOCKED AND CREDITED TO THE
FINAL BENEFICIARY'S ACCOUNT.

7.- When process is finished sign out of Swift.com and shut down the computer.

8.- Do not make any interruptions during the process.

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9.- No other communication is necessary or accepted; just the one included in documents delivered.

17. WITHHOLDING TAX


All parties are responsible for all taxes and remittance fees on commissions. Each agent knows and agrees
That all relevant tax laws and regulations should impose withholding tax on remuneration.
18. CONFIDENTIAL INFORMATION AND SECURITY
A. In connection with present Agreement, the Parties will provide the 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 the secrecy of such information is not maintained.

B. 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 any time 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.

C. 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.

D. 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.
19. ARBITRATION
All disputes and questions whatsoever which arises between the parties to this agreement and touching on this
agreement on the construction or application thereof or any account cost, liability to be made hereunder or as to any act
or way relating to this agreement shall be settled by the arbitration in accordance with the arbitration laws of the ICC.

This agreement contains the entire agreement and understanding concerning the subject matter hereof and supersedes
and replaces all prior negotiations and proposed agreements, written or oral. Neither of the parties may alter, amend,
nor modify this agreement, except by an instrument in writing signed by both parties. This agreement will be governed
by and construed in accordance with the laws of United Kingdom. In the event that either party shall be required to bring
any legal actions against the other in order to enforce any of the terms of this agreement the prevailing party shall be
entitled to recover reasonably attorney fees and costs. This Fee Agreement-Pay Order, if transmitted by facsimile or
electronic mail shall be considered an original, legally enforceable document. Generally recognized International
Standards of Non-Circumvention and Nondisclosure are applicable for a period of Five Years from the date of this
document or the last date of the contract including any renewals, extensions and additions are fully completed and we
agree to respect those. -- We hereby declare that we are fully aware that the information received from you is in direct
response to our request and is not in any way considered or intended to be a solicitation of funds of any sort, or any type
of offering, and is intended for our general knowledge only. We hereby affirm, under penalty of perjury, that we have
requested information from you and your organization by our choice and free will, and further that you have not solicited
us in any way. Intermediaries are NOT Advisors of any kind.

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APRIL 30, 2024

Parties to this agreement are independent contractors and all contemplated payments and/or disbursements hereunder
are divided interests. Nothing in this agreement construes or creates a partnership or employer/employee relationship
between or among the parties hereto. All taxes, federal, state or other are the independent responsibility of each of the
parties hereto.
The above stated codes and any other identification codes shall remain the same and shall not be changed until this
transaction including any renewals, extensions and additions are fully completed and we agree to respect those.

The transaction code may be amended only by agreement between all parties hereto. This transmission via facsimile will
be accepted as an original and I confirm that I have authority to execute this Pay Order.

This agreement once executed by both parties will become effective as of the date first written above. Any official
notice(s) exchanged by the parties hereto, shall be sent to the first mentioned address(s) herein or as may be attached
by addenda hereto. A facsimile or electronically transferred copy duly signed by both parties shall be deemed original.

DESCRIPTION OF FINANCIAL INSTRUMENT: PARTY A TO PARTY B

A INSTRUMENT CASH TRANSFER VIA MT 103-202 MANUAL DOWNLOAD, FTP SYSTEM

B TOTAL AMOUNT €xxx EUROS)

C FIRST TRANCHE €48,800,000.00 (FORTY-EIGHT MILLION EIGHT HUNDRED THOUSAND EUROS)

D SECOND TRANCHE NONE

E SUBSEQUENT TRANCHES NONE

F PAYMENT (AS DESCRIBED IN ANNEXED PGL)

G NOTE PAYMENT AFTER EACH CLEARED CASH MANUAL DOWNLOAD IS BEING


CREDITED IN RECEIVER'S ACCOUNT.

FURTHERMORE, 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 we are ready proceed with this transaction.

We give the authorization at PARTY A to send by SWIFT MT 103/202 MANUAL DOWNLOAD FTP SYSTEM the amount
of each tranche with a total face value of €48,800,000.00 (FORTY-EIGHT MILLION EIGHT HUNDRED THOUSAND
EUROS) with rolls and extensions.

REMINDER SPACE LEFT IN BLANK INTENTIONALLY

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APRIL 30, 2024

SIGNATURES OF THE PARTIES

SIGNED SEALED ACCEPTED AND AGREED ON THIS DATE MARCH 01, 2024.
Party A / investor company name: Party A / investor company name:

HAMPTON HOLDINGS LTD XXXXXX XXXXXX


Sign and Seal Sign and Seal

Representative: Representative: RENE ALBERTO CARDENAS KAPPES


Passport: Passport: F54813459
Issued by: Issued by: Uruguay
Issued date: Issued date: 02/06/2023
Expiration: Expiration: 01/06/2033

ELECTRONIC SIGNATURE IS VALID AND LEGALLY BINDING AS AN ORIGINAL IF TRANSMITTED IN SECURE AND CERTIFIED
*.PDF FORMAT

A FACSIMILE OR ELECTRONICALLY TRANSFERRED COPY DULY SIGNED BY BOTH PARTIES SHALL BE DEEMED ORIGINAL

EDT
(Electronic Document Transmissions)

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 Nº95/46/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

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DOCUMENT OF AGREEMENT FOR INVESTMENTS
APRIL 30, 2024

PASSPORT COPY PARTY A

CERTIFICATE COPY PARTY A

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APRIL 30, 2024

REGISTRATION PARTY A

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APRIL 30, 2024

CERTIFICATE 2 COPY PARTY A

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DOCUMENT OF AGREEMENT FOR INVESTMENTS
APRIL 30, 2024

PASSPORT COPY PARTY B

*****END OF DOCUMENT*****

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