MEMORANDUM OF UNDERSTANDING

Preamble :This memorandum of understanding is hereby agreed

upon and entered into by Mr. Dan Etete, A citizen of
Ghana

Hereinafter referred to as "The main lnvestor"

AND

Mr. Said Mohamed lbrahim El-Fakhrani,

a citizen of Egypt Hereinafter referred to as ,The Consultant,, & the

Seco nd Partner

Whereas The main investor has a deposit containing the sum of

US D75,000,000.00 (Seventy Five Million, United States Dollars) which

he has declared to legally be at his disposal and under his power to

administer and appropriate as he may deem fit.

Whereas The Main lnvestor has also declared that the said fund in
deposit is of Iegally sound origin and not proceed of illegal, drug or
terrorism related origin or purpose And whereas he is trustlng the
Consultant and the second partner and desires to obtain his
assistance for the purpose of investment of funds.

And whereas the Consultant & the second partner has accepted to
receive the funds for investments in:

l. Mid-term investments in Real Estate.

ll. Any other investments as per the sole discretion of The
Consu ltant.

And whereas'The main lnvestor,, and,,The Consultant and

second partner" have agreed as under:
Article 1. The Preamble set forth above constitute an integral part of
this Agreement At all times and considered a fundamentai condition
to execute the Agreem ent.

Article 2. Transfer of Funds: The lnvestor will transfer the money

mentioned above to the Consultant and second partner or any other
nominees presented by the Consultant.

Article 3. Res po nsib ilities:

A. The Consultant and second partner:

l. Assist the main lnvestor for the purpose of investing the above
mentioned funds US D75,000,000.00 (Seventy Five Million,
United States Dollars) in the business development as
mentioned in the Preamble of this agreement.
ll. Providing details of the investment opportunities to the
lnvestor for his information and confirmation before executing
the transactions.

B. The main lnvestor shall:

Provide the Consultant with general outlines of the proposed

investments intended and any properties to be purchased & both
has to agree.

Make the funds USD75,000,000.00 (Seventy Five Million, United

States Dollars) available to the Consultant for the investments as
motioned.

Provide all necessary legal documentation for Consultant to receive

fu nds.

The can sultanate & Second partner shall prepare all necessary legal
documents as per the Law.
Article 3. Commissions and Expenses:

t. Transfer Fee: The Consultant will charye 3% of the total

funds transferred to the Consultants account as transfer fee.
. Taxes: The Consultant will be authorized to pay any and all
of the taxes levied in any shape when-ever and where-ever on
the deal, Such fees paid shall be deducted from the transferred
amount during settlement and payment of titles from the
principa I amount.
t. sharinq: The net profit resulting from the
Business Profit
trade/investments (mentioned above) will be distributed
between both parties on a 60/40% basis (60 for the investor
and 40% for the second partner) as per the equity sharing of
the company which be established.

Article 4. Representations and Warranties:

A. Of Consultant to lnvestor:

Once funds have been received by Consultant and deposited into the
joint company's Bank account, the Consultant would have full
authority and control over the funds.

The Consultant will keep genuine communication with the lnvestor

as and when required and also on monthly, quarterly, bi-annual and
annual basis by proper accounting reporting systems company
accounting & balance sheet will be reviewed by certified audltor.

B. Of lnvestor to the Consultant:

l. The source of these funds to be utilized, derived, transferred

will always be valid and legitimate funds for the purpose of
conducting business opportunities.
 lt. This Agreement constitutes a legal, valid binding obligation of
the lnvestor enforceable against it in accordance with its terms
and cond itions.

Article 5. Duration of this MOU:

L This MOU is signed for a perlod of Ten (10) years from the date
of effectiveness of this MOU. MOU will be effective the date
the funds are transferred to The Consultant's nominated
account after signing and legalization of this MOU. This MOU
can be renewed for any further periods by the mutual consent
of the "lnvestor" and the "Consultant" accordingly.
ll. ln case of death or permanent disability of any of the parties
involved in this agreement, the agreement will automatically be
transferred to the legal heirs of the affected party. The list of
legal heirs will be sent in writing by each party to this MOU.

Article 6.
Termination ofthe Agreement: This agreement can be
terminated by any party giving an advanced notice of six months to
the other party.

Article 7, Confidentialitv: This agreement is confidential and is

governed by the rules of international Chamber of Commerce, Paris,
Fra nce.

Article General: The Consultant shall be bound by all

8.
international and municipal regulation, laws and standards of
accountability and probity aimed at establishing and ensuring
transparency of operations and The Consultant shall also be affecting
the said funds. That The Consultant shall perform all acts and duties
in this regard in the spirit of fairness, goodwill and uprightness
looking upon the countenance ofjustice and equity.
Article 9. Frame of Work: This MOU is the Guide-Line but both
partles agreed to hlre a lawyer to draft company's contract & both
will sign & have it legalized & proceed & lodged all official Iegal
document in a bank where the fund be transferred into this Bank
account, All procedures to be taken as per the law.

We the above mentioned do hereby attest to the herein stated

terms and articles of our understanding, and do promise to confirm
and abide by all the terms herein defined and do hereby place our
seals and sign this day of 5th Day of March, in the year 2016.

The Main lnvestor:

Mr. Dan Etete

The Consultant & second Partner:

Mr. Said Mohamed lbrahim El-Fakhrani