25 Thompson Shipping Bldg, Eastern Ave.

, Grand Cayman, Cayman Islands

Email: mornachltd@gmail.com
Tel: +1 (970) 999-7434.

CONTRACT &
MEMORANDUM of
AGREEMENT (MOA).
This strictly Confidential Private Placement transaction is exempt from the US Securities Act of 1933-
34 and related regulations.
All lease, purchase and sales of off balance sheet Bank instruments are conducted by the Bank
Licensed Investor / Trader and Banks who have all requisite licensing.
This confidential and proprietary information is provided under applicable laws and is for your private
use only and not intended for further distribution.

Undertakings conducted in the European Union are subject to compliance under the regulations promulgated by the
Council Directive 91/308/EEC of 10 June 1991 on prevention of the use of the financial system for the purpose of money
laundering [Official Journal L 166 of 28.06.1991], amended by European Parliament and Council Directive 2001/97/EC
of 4 December 2001 [Official Journal L 344 of 28.12.2001]; and now subject to implementation of the Third Money
Laundering Directive [Council Directive 2005/60/EC , 26 October 2005, Official Journal L 309 , 25/11/2005 P. 0015 -
0036]. Further, undertakings are subject to compliance with Financial Action Task Force (FATF) “The Forty
Recommendations”, 20 June 2003; and applicable laws adopted in conformity with United Nation’s conventions
countering money laundering and the financing of terrorism. [Reference the IMoLIN] And the general guidelines of the
Bank for International Settlement- Basel Committee on Banking Supervision "Customer due diligence for banks"
(Publication No. 85, 2003).

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect to any provisions of this Contract.
As applicable, this agreement shall be Incorporate U.S. Public Law 106-229, “Electronic Signatures in Global and National
Commerce Act” or such other applicable law conforming to the UNICITRAL Model Law on Electronic Signature (2201) and
2-Electronic Commerce Agreement (ECE/TRADE/25, Geneva, May 2200) 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 a 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 form performing their
respective obligations and duties under EDT

TRANSACTION CODE: MON-RBC-CI/MTNBOND/CAM/10-022

ALL BANKING SERVICES ARE PROVIDED BY INTERNATIONAL LICENCED BANKS AND ANY SECURITIES RELATED BUSINESS IS
PROVIDED BY REGISTERED BROKER DEALER ON THE EUROPEAN CAPITAL MARKETS
 25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, Cayman Islands

Email: mornachltd@gmail.com
Tel: +1 (970) 999-7434.
MEMORANDUM OF AGREEMENT

This MEMORANDUM OF AGREEMENT (“Agreement“) dated and effective as of 5 th October, 2022

(the “Effective Date“), is entered into by and between the following two Parties:

Party One
Name :
Represented By :
Address :
Passport Nationality / Number :
Telephone :
E-mail
Date:

Party Two
Name : Raymond J. Baroud
Address : 1011 N. 18th St., Colorado Springs, CO. 80904 USA
Passport Nationality / Number : USA / 491033631
Telephone : +1 (970) 999-7434.
E-mail : mornachltd@gmail.com

Role of Party Two: Mr. Raymond J. Baroud, the signatory, at Royal Bank of Canada, Cayman
Islands whom shall enable issuance of the MTN Confirmation Certificate to the New Beneficiary /
Title Holder upon signature of this Contract Agreement to and in favour of Party One above.

RECITALS:

WHEREAS, Party Two shall arrange the MTN BOND with ISIN; US780082AD52, Transfer
transaction via Euroclear in the Sum of One Billion Five Hundred Million Dollars
($1,500,000,000.00), and get return profit of Fifty Percent (50%) of the total MTN amount within 48
hours after issuance in favour of Party One.

WHEREAS, the Parties desire to enter into this Contract.

WHEREAS, both Parties reserve the right to cancel this Agreement in the event of non performance
as determined by either Party.

NOW THEREFORE, in consideration of the foregoing recitals, the mutual convents and
consideration contained herein and for other goods and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:

PRIVATE AND PROPRIETARY

Signed by Party One Signed by Party Two
 25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, Cayman Islands

Email: mornachltd@gmail.com
Tel: +1 (970) 999-7434.

ARTICLE I

Definitions

1.1 “AGREEMENT” means this Agreement as amended or supplemented from time to time.

1.2 “BUSINESS” means the pursuit of this Agreement for business collaboration.

1.3 “BUSINESS DAY “means a day other than Saturday, Sunday or any other day on which
national or international banks are obligated to close.

1.4 “PARTIES” or “Principals” are defined in the opening paragraph of this Agreement and are
identified by their signatures to this Agreement.

1.5 “COLLABORATION” means the mutual cooperation of both “Parties”.

1.6 “AFFILIATES” shall mean any corporation or other business entities of “Parties”.

1.7 “ACCOUNTING” shall mean Generally Accepted Accounting Principals (GAAP).

1.8 “CONFIDENTIALITY” shall mean information that is marked “Confidential Information”.

1.9 “DISPUTE RESOLUTION” shall mean any disputes between the parties as it relates to the
Euromarket Leverage Funding Syndicate with our related banking relationship and further
defined in Article 10.3.

1.10 “LEVERAGE INVESTMENT” shall mean the banking or Asset Management relationship and
Leverage structure that are being introduced by either Party.

PRIVATE AND PROPRIETARY

Signed by Party One Signed by Party Two
 25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, Cayman Islands

Email: mornachltd@gmail.com
Tel: +1 (970) 999-7434.

ARTICLE II
Purpose, Collaboration Program

2.1 PURPOSE

The Parties hereby agree to simultaneously join themselves in this Agreement, which
relationship shall have, as its purpose, collaboration on establishing an opportunity for Party
One`s transactions on the $1.5B Dollars MTN BOND SALE / TITLE TRANSFER via Euroclear
Screen Block and Pay (SBP).

BASIC PROVISIONS

The transaction structure consists of the use by Party One in his business transaction(s).

2.2 DISCLOSURE

One purpose of this Agreement is to facilitate full disclosure to the Parties as it pertains to the
transaction, without limitations, by providing any and all data and information that is delivered to
any party. Parties agree to be 100% transparent to one another to aid and facilitate a
successful transaction.

2.3 CO-OPERATION

Each Party shall co-operate and assist the other in the performance of the Agreement and shall
keep all confidential information except to disclose to third parties who shall exchange
information and materials as necessary to carry out the agenda.

ARTICLE III
Initial Contributions

3.1 RESPONSIBILITY

Party One has the full authority to confirm that they are able to Utilize Party Two`s Medium Term
Note (MTN) for his/her Transaction(s).

PROFIT: 50% of the Contract amount shall be paid to Party Two, within but not later than 48
hours after Seller Blocks the MTN on Euroclear in Buyer`s Name and Issues Buyer with the 24
Pages Euroclear Title Transfer Confirmation of the $1.5B MTN Bond and delivery of the MTN BOND
CONFIRMATION CERTIFICATE TO PARTY ONE (BENEFICIARY / BUYER).

PRIVATE AND PROPRIETARY

Signed by Party One Signed by Party Two
 25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, Cayman Islands

Email: mornachltd@gmail.com
Tel: +1 (970) 999-7434.

ARTICLE IV
Distributions

4.1 SIMPLE TRANSACTION PROCEDURE

a. Both Parties shall agree to the Transaction Terms

b. Seller shall then within 1 banking day of mutual acceptance of the Transaction Terms
and Signing of this Contract, effect Transfer of the $1.5B MTN Eurobond Title in Buyer /
Beneficiary`s Name via Euroclear Screen Block and provide Beneficiary with the 24
Pages Euroclear Confirmation & Euroclear MTN Title Transfer Certificate.

c. 50% of the amount shall finally be paid to the Seller`s receiving bank account
by MT103 Wire Transfer, within but not later than 48 hours of the MTN Bond Blocking on
Euroclear Screen and confirmation of the 24 pages Euroclear Printout in Buyer`s Name
as well as Title Transfer Certificate receipt by Buyer as per Invoice signed by Holder.

ARTICLE V
Accounts and Accounting

5.1 TAXES IN GENERAL

Each Party under this Agreement shall be responsible for the payment of all their own applicable
income taxes or customs duties, due from distributions made hereunder.

ARTICLE VI
Transfer of Venture Interest

6.1 INDEMNIFICATION OF PARTIES

To the maximum extent permitted by law, the Parties shall indemnify and hold harmless one another
from and against any and all liabilities and/or activities which fall under the terms of this Agreement
except under the circumstance of any acts of willful misconduct or negligence on the part of either of
the Parties.

PRIVATE AND PROPRIETARY

Signed by Party One Signed by Party Two
 25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, Cayman Islands

Email: mornachltd@gmail.com
Tel: +1 (970) 999-7434.

ARTICLE VII
Termination and Liquidation

7.1 EVENTS DISSOLUTION OF THIS AGREEMENT

Agreement will dissolve, liquidate and its business will not be continued upon the full implementation
of the Contract.

ARTICLE VIII
Warranties and Representations

8.1 CORPORATE AUTHORITY

In addition to the warranties and representations set forth in Section Article 3.1 above, the Parties
warrant and represent to one another the following;

1. That they each have the power and authority to execute, seal and deliver this Agreement
2. That they each have the power and authority to consummate the transactions
contemplated by this Agreement.
3. That they each have the power and authority to take all other actions required to be taken
pursuant to the provisions of the Agreement;
4. That this Agreement is valid and binding upon each Party in accordance with its terms.
5. Neither the execution, sealing and delivering of this Agreement, nor the consummation of
the transactions hereby contemplated will constitute any violation nor breach of the article
of incorporation or the bylaws of either Party or any provision of any contract, document or
instrument to which a party is bound or by which any of the assets or property of a
“Venture” may be affected or secured, or an order, writ, injunction, decree, statue, rule or
regulation.
6. That each party will be 100% transparent with regards to its business conduct and the
undertaking of this Agreement.

8.2 WAIVER OF CLAIM

It is understood that the Parties shall have no claim against each other in the event of non-
performance or unintentional act of omission from either Party. The intent of this Agreement is that
both Parties are acting in good faith to fulfill their obligations of this Agreement. There shall be no
Waiver of Claim in the event of gross negligence or with willful misconduct by either of the Parties.

PRIVATE AND PROPRIETARY

Signed by Party One Signed by Party Two
 25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, Cayman Islands

Email: mornachltd@gmail.com
Tel: +1 (970) 999-7434.

ARTICLE IX
Confidential information

9.1 PROPRIETARY INFORMATION

In accordance with the Confidentiality/Non-Disclosure/Non-Circumvention Agreement signed

between the Parties, all information marked confidential & submitted in writing or oral by either
“Project” shall be considered as “Confidential Information.” They agree that the receiving Party
shall not publish or otherwise disclose this proprietary information. Disclosure to any third party
is not permissible except to the extent that it can be established by the Receiving Party by
competent proof that such information;

a. Was already known to the Receiving Party, other than under an obligation of confidentiality at
the time of disclosure;

b. Was generally available to the public or otherwise part of the public domain at the time of its
disclosure to the Receiving Party;

c. Became generally available to the public or otherwise part of the public domain after its
disclosure and other than through any act or omission of the Receiving Party in breach of this
agreement;

9.2 PERMITTED USE AND DISCLOSURE

Each Party may use information disclosed to one another, to the extent that such information
is included in the Agreement which shall include all documentation confidential in compliance
with international banking and government regulation requirements.

9.3 PUBLICATION

All information, manuscript, abstract, contractual forms, shall be classified withheld information
and is proprietary information which cannot be disclosed or published without written approval
from the “Parties” to this Agreement.

ARTICLE X
Miscellaneous Provision

10.1 TERM

The term of the Agreement shall continue in full force and effect as described in Section VII.

10.2 NOTICES

Any notice, request, instruction or other documents to be given hereunder shall be deemed valid if
given in writing, sent by e-mail and delivered personally, sent by courier, or sent by certified mail,

PRIVATE AND PROPRIETARY

Signed by Party One Signed by Party Two
 25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, Cayman Islands

Email: mornachltd@gmail.com
Tel: +1 (970) 999-7434.

postage prepaid, return receipt requested in which event it shall be deemed received on the third
business day following mailing, as follows:

If to Party One:

Party One
Name :
Represented By :
Address :
Passport Nationality / Number :
Telephone :
E-mail
Date:

If to Party Two:
Name : Raymond J. Baroud
Address : 1011 N. 18th St., Colorado Springs, CO. 80904 USA
Passport Nationality / Number : USA / 491033631
Telephone : +1 (970) 999-7434.
E-mail : mornachltd@gmail.com

10.3 DISPUTE RESOLUTION

The Parties shall cooperate in an effort to limit the issues for consideration in such manner as
narrowly and reasonably practicable. In the event the Parties in this Agreement are unable to resolve
within 30 business days a dispute involving the contracted transaction, then the item or items will be
given to the International Chamber of Commerce in Geneva office for a solution and plan to
resolving the dispute.

10.4 AMMENDMENT

This Agreement may not be altered or amended without the express written consent of all Parties.

10.5 WAIVER

This Agreement shall be in full force and effect unless one party notifies the other party of its intent to
waive all or a portion of this Agreement in writing. But no such waiver shall be effective unless duly
executed by the party waiving such term or condition.

PRIVATE AND PROPRIETARY

Signed by Party One Signed by Party Two
 25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, Cayman Islands

Email: mornachltd@gmail.com
Tel: +1 (970) 999-7434.

10.6 PRESENT & FUTURE AGREEMENTS & INSTRUMENTS

The Parties agree that should any other agreements or instruments be required to effectuate and to
carry out the terms and conditions of this Agreement, the Parties will cooperate with one another to
achieve a successful transaction. The Parties covenant and agree that they may also elect to pursue
future transactions based upon elected parameters. Any and all future agreements must be in
writing between the Parties.

10.7 APPLICABLE LAW

This Agreement shall be interpreted in accordance with the laws of the United Kingdom.
10.8 SEVERABILITY

If any provision of this Agreement or the application of such provision to any person or
circumstances shall be held invalid, the remainder of the Agreement, or the application of such
provision to persons or circumstances other than those to which it is held invalid, shall not be
affected thereby.

10.9 ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties. It supersedes any prior
agreement or understanding among them, and it may not be amended or modified unless done so in
writing between the Parties.

10.10 HEADINGS

The descriptive headings of the several articles and paragraphs of this agreement are inserted for
convenience only and do not constitute a part of this agreement.

10.11 COUNTERPARTS

This agreement may be executed in multiple counterparts, each of which shall constitute an original,
but all of which taken together shall constitute one and the same agreement.

10.12 PROFIT PAYMENT

The 50% profit payment for party Two / Seller shall be paid to the below nominated trust account
within the maximum period of 48 hours after the Euroclear Screen Block in Buyer`s Name and
issuance of the $1.5B MTN Title Transfer Certificate to Party One / Buyer;

PRIVATE AND PROPRIETARY

Signed by Party One Signed by Party Two
 25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, Cayman Islands

Email: mornachltd@gmail.com
Tel: +1 (970) 999-7434.

Bank Account for Party Two`s 50% Profit Payment

BANK NAME: BANCO UBS TITULAR

BANK ADDRESS: AVENUE DE LA GARE 2, 1920 MARTIGNY, SUIZA
SWIFT CODE: UBSWCHZH19B
ACCOUNT NAME: DVG CONSEILS – MARIE CHRISTINE DELAGE
ACCOUNT NUMBER: 264-104535.60N
IBAN: CH50 0026 4264 1045 3560 N.

IN WITNESS HEREOF THE PARTIES HEREBY AGREE TO THIS AGREEMENT ON THE FIRST DAY
WRITTEN ABOVE:

TRANSACTION CODE: MON-RBC-CI/MTNBOND/CAM/10-022

_______________________________
Party One
Name :
Represented By :
Address :
Passport Nationality / Number :
Telephone :
E-mail
Date:

Party Two
Name : Raymond J. Baroud
Address : 1011 N. 18th St., Colorado Springs, CO. 80904 USA
Passport Nationality / Number : USA / 491033631
Telephone : +1 (970) 999-7434.
E-mail : mornachltd@gmail.com
EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect to any provisions of this
Contract. As applicable, this agreement shall be Incorporate U.S. Public Law 106-229, “Electronic Signatures in Global
and National Commerce Act” or such other applicable law conforming to the UNICITRAL Model Law on Electronic
Signature (2201) and 2-Electronic Commerce Agreement (ECE/TRADE/25, Geneva, May 2200) 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 a 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 form performing their respective obligations and duties under EDT.

PRIVATE AND PROPRIETARY

Signed by Party One Signed by Party Two
 25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, Cayman Islands

Email: mornachltd@gmail.com
Tel: +1 (970) 999-7434.
PASSPORT OF PARTY ONE

PRIVATE AND PROPRIETARY

Signed by Party One Signed by Party Two
 25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, Cayman Islands

Email: mornachltd@gmail.com
Tel: +1 (970) 999-7434.

PASSPORT OF PARTY TWO

PRIVATE AND PROPRIETARY

Signed by Party One Signed by Party Two