*** IRREVOCABLE PRIVATE FUND INVESTMENT

AND MANAGEMENT AGREEMENT ***

INVESTOR’S CODE:
ASSET MANAGER’S CODE: INVESTORAMEDEO

THIS IRREVOCABLE PRIVATE CASH FUND INVESTMENT AND MANAGEMENT AGREEMENT IS ENTERED
INTO ON THIS .....................DAY OF........................2020
BETWEEN

THE PRIVATE CASH INVESTMENT FUNDER

Company Name: AMEDEO DEVELOPMENT CORPERATION,

REPRESENTED BY
MR. LOUIS BRYANT Company Signatory Financial Consultant/Funder
Address: 7 QUEEN'S GARDENS, ABERDEEN, ABERDEENSHIRE, SCOTLAND, AB15 4YD
Tel: +44 7537 129203
Passport No: 2673465

HEREINAFTER REFERRED TO AS PRIVATE CASH INVESTOR OR FUNDER

AND
Name of Company and Address ..............................................................................Represented
by

Name:
Title : Company Signatory
Address:
Country:
Represented By:
Passport Number:

HEREINAFTER REFERRED TO AS PRIVATE CASH INVESTMENT MANAGER

WHEREAS, (Investor) and (Asset Manager) hereto have entered Into this Agreement on the full understanding that it
constitutes an integral part of the agreed activities associated with this Agreement, as disclosed in this Investment
Program Partnership (hereinafter referred to as the “Program”).

WHEREAS, the Investor and Asset Manager have agreed to establish an exclusive relationship for the investment
Program, for 10 (Ten) year or more.

Under the Program, the Investor will provide in the aggregate amount of $250,000,000.00 (TWO HUNDRED AND
FIFTHY MILLION UNITED STATES DOLLARS ONLY) in capital to acquire investment(s), as more particularly
provided in this Agreement.
WHEREAS, the Asset Manager has the ability through its corporate structures, knowledge, sources, contacts,
affiliate companies, expertise and knowledge, to provide various investment strategies and a financial asset
management.

WHEREAS, this Agreement is being entered into by (Investor) and (Asset Manager) to govern the affairs of the
Program;

NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained in this
Agreement, and for the other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

(Asset Manager) has agreed to act as Agent and accept transfer of the funds from the Investor for the financing of
the investor's and own investment projects.

The Asset Manager is acting with full responsibility, hereby irrevocably and unconditionally, without protest or
notification, without prejudice, recourse, or delay anticipate the Bank’s guarantee to pay the due amount entitled to
the beneficiary(s) listed on this document, via Wire transfer, at the time of settlement of each and every tranche of
this transaction.

ARTICLE I
WORDS DEFINITIONS
Section 1.01. Definitions.

As used in this Agreement, the following terms shall have the following meanings:

“Agreement” shall mean this Investment Program Agreement as originally executed and as amended,
Supplemented or restated from time to time.

“Assets” shall mean the assets and/or property, whether tangible or intangible and whether real, personal, or mixed,
at any time owned by or held, directly or indirectly, by or for the benefit of one or more of the subsidiaries, including
any Investments, and all right, title, and interest, if any held and owned, directly or indirectly, by a Joint Venture
Agreement.

“Asset Manager” shall be the financial services company responsible for providing management of a client’s or
party’s investment(s) and also the company which carries out instructions and orders of the Investor.

“Affiliates” shall mean, when used with reference to a specified Person, (i) any Person that directly or indirectly,
through one or more intermediaries, Controls or is Controlled by or is under common Control with the specified
Person; (ii) any Person who, from time to time, is a spouse or immediate relative of a specified Person; or (iii) any
Person who, directly or indirectly, is the beneficial owner of 50 (Fifty) percent or more of any class of equity securities
or other ownership interests of the specified Person, or of which the specified Person is directly or indirectly the
owner of 50 (Fifty) percent or more of any class of equity securities or other ownership interests.

“Business Day” shall mean each day other than a Saturday, Sunday or any other day on which banking
institutions in Europe and any Middle Eastern Countries are authorized or obliged by law or executive order to be
closed.

“Investment” shall mean, as applicable, the Closing of a Qualifying Investment by a Joint Venture Agreement or a
subsidiary during the term of this Agreement and the Qualifying Investment thereby acquired.

“Investor” shall be the party or person making the investment.

“Program” shall have the meaning set forth in the recitals hereof.

“Term” shall have the meaning set forth in Section 2.03 hereof.

ARTICLE II
PURPOSE, BUSINESS ACTIVITIES
Section 2.01. Place(s) of Business.

As the Asset Manager may locate its place or places of business at any place or places as he may from time to time
determine and identify to the Investor. The initial place of business shall be at its principal office

Section 2.02. Purpose

The principal purposes of the Program shall be to identify Qualifying Investments for the Joint Venture or their
Subsidiaries to acquire, own, manage, operate, finance, mortgage, encumber, exchange, sell, repair, dispose or
otherwise deal with. The business and purpose of the Program shall be limited to its principal purposes.

Section 2.03. Term.

The term of this Agreement (the “Term”) commenced on the date hereof and shall continue until the
winding up of each Joint Venture party and/or subsidiary and its investments, unless this Agreement is terminated
sooner in accordance with the provisions of this Agreement. The initial investment period under this Agreement will
be 5 (Five) year and can be extended for another year if mutually agreed by the Investor and the Asset Manager.

Section 2.04. Business Activities.

(a) The Asset Manager shall be fully empowered to do anything, which the agreement can lawfully do, act
individually as the sole representative of the Agreement to execute all necessary documents on behalf of the
Agreement, in connection with various financial transactions and asset management contracts and to execute
financial or deposit contracts with selected sources and Banks with respect to the Agreement at his discretion, for
and in the best interest of the Agreement.

(b) The Asset Manager will have full Signatory power and authority to Receive into his Accounts provided to the
Investor and from the Investor’s Bank all the Invested Funds and Instruments , the Investor is willing to invest into his
Company for Asset Manager to Clear, Manage, Invest and Pay the Investor , the AGREED TO RETURN on his
Investment to the Asset Manager as well as to supervise and direct the investment of the assets in the Account,
including the power and authority to buy, sell, exchange, convert, and otherwise effect transactions in any stocks,
bonds, project, construction, research, technology, infrastructure and
other securities, all after consultation with Investor. The Asset Manager will exercise this authority in accordance with
objectives set forth in this Agreement.

Investor hereby appoints Asset Manager, as his personal advisor and Asset Manager for purposes of exercising the
foregoing power, authority and other obligations under this Agreement.

(c) The Investor has the ability to provide Financial Assets for project(s), additional contracts, contacts and
resources, along with good will and assistance into the Agreement.

ARTICLE III
CAPITAL CONTRIBUTION(S)
Section 3.01. Capital Commitment(s).
a) During the Initial Term, both parties involved will assume the financial responsibility in re-profiling the fund’s
portfolio during the documentation and signing of change of ownership in favor of the Asset Manager’s Company as
indicated in this Agreement.

(b) In lieu of identifying the Asset Manager to fund a Capital Call, at its sole discretion, may choose to utilize one or
more credit facilities available to it to fund a Capital Call; provided, however, that the use of such credit facilities shall
not require or result in any security interest, lien or other encumbrance upon the interests of the Investor.

Section 3.02. Capital Calls.

The Asset Manager shall make all capital calls on behalf and in accordance with the terms of the Joint Venture
Agreement, also fund amounts request by a Capital Call at any time under his own responsibility, without causing any
breach of security in effect with respect to the Investor.

Section 3.03. Capital Origin.

It is the responsibility of the Investor to assure under penalty of perjury laws of jurisdiction that the fund,
transferred in favor of Asset Manager are derived from legal sources and not from any other criminal activity.

Further, the Investor warrants and confirms that the fund are good, clean, and cleared, of non-criminal origin and
totally free of any terrorist activities, encumbrances, liens, litigation, mortgages, taxes of any kind or nature
whatsoever.

Section 3.04. Report(s)

The Asset Manager will provide, or instruct the affiliates to provide, with such reports as to the status of the
Account as the Investor may reasonably request.

The Investor acknowledges that the Asset Manager will not be responsible for the accuracy of any information
disclosed in any such report or any report provided by any third party.

Section 3 .05. Validity of the Agreement

a) The Agreement shall remain in full force and effect for the time period of One (1) years and is renewable yearly
and for as long as Investor is satisfied with the Performance of the Asset Manager.

(b) This Agreement is valid upon the signing of this document and shall remain in force for the full term of this
agreement and shall apply to any and all renewals, extensions, rollovers, additions or any agreements between the
Agreement and any third parties to this agreement or their assignee’s.

Section 3.06. Investor’s Profit

Asset Manager hereby agrees to Invest the Investor’s Funds or Instruments to him and Pay the Investor and on a
timely manner , the ANNUAL RETURN OR PROFIT THE INVESTOR REQUESTED AND IS APPROVED BY THE
ASSET MANAGER AND WITHOUT FAIL .

Section 3.07. Asset Manager’s Profit

The Investor and Asset Manager have agreed and understood that 50% (FIFTHY PERCENT) of all REVENUES
GENERATED ANNUALLY FROM ALL THE INVESTED FUNDS RECEIVED FROM THE INVESTOR SHALL BE
PAID DIRECTLY INTO THE INVESTOR’S ACCOUNT PROVIDED TO THE ASSET MANAGER ON ANNUAL OR
QUARTERLY OR MONTHLY BASIS, 10% OF IT SHALL BE PAID TO THE ASSET FACILITATOR, 10% SHALL
BE FOR FEDERAL AND STATE TAXES WHILE THE REST GOES TO THE ASSET MANAGER AS HIS SHARE OF THE
ANNUAL PROFIT FROM ALL REVENUES GENERATED FROM ALL INVESTED FUNDS RECEIVED AND WHICH SHALL
INCLUDE ALL ROLLS AND EXTENSIONS .

ARTICLE IV
MANAGEMENT; INDEMNIFICATION
Section 3.08. Management.

Subject to the other terms of this Agreement, the business and affairs of the Program shall be managed solely and
exclusively by the Asset Manager, represented by …………..

Section 3.09. No Assignment.

All projects, additional contracts and others have to be approved previously by Investor. The decision on whether to
invest or not, can only be confirmed by the Asset Manager.

No party hereto shall have the right, directly or indirectly, by operation of law or otherwise, to assign, sell,
mortgage, encumber or otherwise transfer all or any portion of the transferred fund under this Agreement, except the
Asset Manager which is given full power over the fund for investment and may choose to execute any contract(s) or
other agreement(s) or document(s) consistent with authorized action or prior written notice to the Investor.

Section 4.01. Presentation of Opportunities.

During the initial term of this Agreement, the Asset Manager shall identify, investigate and analyze

opportunities for the joint Venture Agreement or the Subsidiaries to acquire, own, finance, encumber, dispose of or
and/or otherwise deal with proposed, targeted investments meeting the investment Criteria, including mezzanine debt
that is secured by a mortgage or a pledge of the ownership interests in the borrowing property owner and other
commercial loan investments. Each (i) Acquisition that meets the Investment Criteria and other opportunities that fails
to meet the Investment Criteria but for which the Investment Criteria shall be considered a qualifying investment.

Section 4.02. Execution of Investment Account Transactions.

The Asset Manager will arrange for the execution of securities transactions for the Account through brokers or
dealers that he, as an Advisor, reasonably believes will provide best execution.

In selecting a broker or dealer, Asset Manager may consider, among other things, the broker or dealer’s
execution capabilities, reputation and access to the markets for the securities being traded.

The Asset Manager generally will seek competitive commission rates but will not necessarily attempt to obtain the
lowest possible commission for transactions for the Account.

Section 4.03. Indemnification.

Asset Manager does not guarantee the future performance of the Account or any specific level of performance, the
success of any investment decision or strategy that he may use, or the success of Adviser’s overall management of
the Account. Investor understands that investment decisions made by Asset Manager are subject to various markets,
currency, economic, political and business risks, and that those investment decisions will not always be profitable.
The Asset Manager will manage only the securities, cash and other investments held in Account and in making
investment decisions for the Investor. Except as may otherwise be provided by law, Asset Manager will not be liable
to Investor for:

a)Any loss that he may suffer by reason of any investment decision made or other action taken or omitted in good
faith by Asset Manager with that degree of care, skill, prudence, and diligence under the circumstances that a
prudent person acting in a fiduciary capacity would use;

(b) Any loss arising from the short term and/or long term consequences of war, terrorist attacks, natural disasters
and/or global economic crisis that shall, in any way, influence negatively the market and its assets.

ARTICLE V
CONFIDENTIALITY
Section 4.04. Confidentiality.

a) General. It is expected that Asset Manager and Investor will disclose to each other during the term of this
Agreement certain information which is confidential or proprietary and which may include technology, products, trade
secrets, processes, programs, technical know-how, customers, distributors, costs, pricing,

business operations and other business information ("Proprietary Information"). All Proprietary Information owned
solely by one party, any Joint Venture or any Subsidiary and disclosed to any other party shall
remain solely the property of the disclosing party, and its confidentiality shall be maintained and protected by the
party to whom the information was disclosed with the same degree of care used to protect its own Proprietary
Information of a similar nature; provided, however, that (i) Acquisition Opportunities and Qualifying Investments that
are Active shall be deemed the property of the Joint Ventures or Subsidiaries as determined by the Asset Manager in
its sole discretion unless this Agreement has been terminated, (ii) Acquisition Opportunities and Qualifying
Investments that are no longer Active shall be deemed the property of the Asset Manager, and (iii) client lists,
financial and analytical models, processes and procedures utilized or developed by Investment Program in
connection with the business of the Program, any Joint Venture or any Subsidiary shall be deemed the property of
the Asset Manager, but only to the extent they are different than the client lists, models, processes and procedures
currently used by
the Investor and/or his affiliates.

No Proprietary Information owned solely by one party or by the Joint Ventures or the Subsidiaries shall be used by
the other party except in furtherance of the terms and provisions of this Agreement. Except to the extent permitted
under this Agreement or as required by law or court order, the parties shall in all circumstances exercise reasonable
care not to allow to be published or disclosed the other party's or the Subsidiaries' or Joint Ventures' Proprietary
Information to any third party. Each party shall advise its employees to whom the other party's or the Subsidiaries' or
Joint Ventures' Proprietary Information is disclosed of these obligations of confidentiality.

(b) The parties agree that the following information shall not constitute Proprietary Information under this
Agreement:
(i) information available from public sources at any time before or after it is disclosed to a party hereto by
the other party hereto;
(ii) information obtained from a third party who obtained such information, directly or indirectly, from a
party other than a party to this Agreement; and
(iii) information independently developed by the party against whom enforcement of this provision is
sought without the use of information provided by the party seeking such enforcement.

(c) Notwithstanding any provision of this Agreement to the contrary, any person (and each employee,
representative, or other agent of such person) may disclose to any and all other persons, without limitation of any
kind, (i) the tax treatment and tax structure of any transaction contemplated or consummated pursuant to this
Agreement, (ii) all materials of any kind (including any opinions or other tax analysis) that are provided to such
person relating to the tax treatment and tax structure of any such transaction and (iii) any information required to be
disclosed or obtained by law or court order.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF INVESTOR & ASSET MANAGER
Section 4.05. Representations.

(a) Organization. It is duly organized, validly existing and in good standing under the laws of its jurisdiction
of formation with all requisite power and authority to enter into this Agreement, to perform its obligations hereunder
and to conduct the business of the Program and the Subsidiaries.

(b) Enforceability. This Agreement constitutes the legal, valid and binding obligation of such party enforceable in
accordance with its terms.

(c) Consents and Authority. No consents or approvals are required from any governmental authority or other Person
for it to enter into this Agreement. All action on the part of such party necessary for the authorization, execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby by such party, have been
duly taken.

(d) No Conflict. The execution and delivery of this Agreement by it and the consummation of the transactions
contemplated hereby by it do not conflict with or contravene the provisions of its organizational documents or any
agreement or instrument by which it or its properties or assets are bound or any law, rule, regulation, order or decree
to which it or its properties or assets are subject.

(e) Asset Manager. It has been afforded the opportunity to seek and rely upon the advice of its own attorney,
accountant or other professional advisor in connection with the execution of this Agreement.

ARTICLE VII
DISSOLUTION AND TERMINATION
Section 4.06. Termination.

This Agreement may be terminated by the Investor or Asset Manager, in their sole and absolute discretion, with
respect to new Acquisition Opportunities upon the occurrence of any of the following:
(a) The expiration of the Initial Term as provided in Section 3.06, unless and to the extent that the Initial Term is
extended by mutual agreement of all the parties to this Agreement;
(b) The unanimous election by Investor and Asset Manager to terminate the Program;
Both party shall do so in respect of each other and under this Agreement written conditions.

ARTICLE VIII
MISCELLANEOUS
Section 4.07. Notice(s).

Any modifications, amendments, addendums or follow on contracts will be executed by the two authorized
signatories respectively. When signed and referenced to this agreement, whether received by mail or facsimile
transmission as all and any facsimile or photocopies certified as true copies of the originals by both parties hereto
shall be considered as an original, both legally binding and enforceable for the term of this agreement.

Section 4.08. Specific Performance; Other Rights.

The parties recognize that various of the rights granted under this Agreement are unique and, accordingly, the parties
shall, in addition to such other remedies as may be available to them at law or in equity, have
the right to enforce their rights under this Agreement by actions for injunctive relief and specific performance.

Section 4.09. Prior Agreements; Construction; Entire Agreement.

This Agreement, including the Exhibits and other documents referred to herein (which form a part hereof),
constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior
agreements and understandings between them as to such subject matter and all such prior agreements and
understandings are merged herein and shall not survive the execution and delivery hereof. In the event of any conflict
between the provisions of this Agreement and those of any Joint Ventures
Agreement, the provisions of the applicable Joint Venture Agreement shall control.

Section 5.01. Amendments.

This Agreement may not be amended, altered or modified except (i) upon the unanimous by instrument in writing and
signed by each of Investor and Asset Manager.

Section 5.02. Severability.

If any provision of this Agreement shall be held or deemed by a final order of a competent authority to be invalid,
inoperative or unenforceable, such circumstance shall not have the effect of rendering any other provision or
provisions herein contained invalid, inoperative or unenforceable, but this Agreement shall be construed as if such
invalid, inoperative or unenforceable provision had never been contained herein so as to give full force and effect to
the remaining such terms and provisions

Section 5.03. 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 each of the parties
and delivered to each of the other parties.

Section 5.04. Applicable Law; Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the Paris. The parties consent to
the exclusive jurisdiction of the Paris shall be preceded with the according to the principal of the ICC, with any civil
action concerning any controversy, dispute or claim arising out of or relating to this Agreement, or any other
agreement contemplated by, or otherwise with respect to, this Agreement or the breach hereof, unless such court
would not have subject matter jurisdiction thereof, in which event the parties consent to the jurisdiction of the ICC as
above indicated. The parties hereby waive and agree not to assert in any litigation concerning this Agreement the
doctrine of forum non-convenient.

Section 5.05. Waiver Of Jury Trial.

The Investor and Asset Manager hereto hereby irrevocably and unconditionally waive trial by Jury in any legal action
or proceeding relating to this Agreement and for any counterclaim therein.

Section 5.06. Arbitration.

Every attempt shall be made to resolve disputes arising from unintended or inadvertent violation of this
contractual agreement as far as possible amicably. In the event that adjudication is required local legal process shall
be preceded with according to the principal of the ICC as above indicated. Where judicial resolution is not thereby
achieved, this matter shall be settled by the ICC itself and the decision of which all Parties shall consider to be final
and binding. No State court of any nation shall have subject matter jurisdiction over matters arising under this
Agreement.

Section 5.07. No Rights of Third Parties.

(i) 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.

Section 5.08. Survival.

The covenants contained in this Agreement which, by their terms, require performance after the expiration or
termination of this Agreement shall be enforceable notwithstanding the expiration or other termination of this
Agreement.

Section 5.09. Headings.

Headings are included solely for convenience of reference and if there is any conflict between headings and the text
of this Agreement, the text shall control.

Section 6.01. No Broker.

Each of Investor and Asset Manager represent and warrant that it has not dealt with any broker in connection with
this Agreement and agrees to indemnify, defend and hold harmless each other party hereto and its Affiliates from all
claims and/or damages as a result of this representation and warranty being false.

Section 6.02. Currency.

Any exchange of funds between Investor and Asset Manager shall be made in the same currency in which the
Investor transferred the investment fund (Article III; Section 3.0.5.; (b)). In addition, all calculations pursuant to this
Agreement and any Joint Venture Agreement shall be based on ICC regulations in Paris.

Section 6.03 .Disbursement.

I, Louis Bryant, the Investor/Funder has agreed to part with Mokhamed Anwar, the Asset Manager and signatory to
the above company name 40% of the total funds in question, at the successful completion of the Transfer, while 60%
will be for me. I made this declaration in good faith without any clause unless proved void.

Facsimile/Electronic Signed Copy of this Agreement shall be considered as ORIGINAL and shall be binding
on all Parties

I hereby swear under the International Laws of Perjury and Fraud that the information provided by me herein
is accurate and true.

Signed and sealed this of …………………………, 2020 by the

………………………………………………………………………………………………………………………….
INVESTOR: MANAGER.