OUR Ref; BGCG/QI/00218-24 07 - NOV - 2024

FINANCIAL MANAGEMENT AGREEMENT

Between:

Name:
Date and Place of Birth:
Nationality:
Full address:
Occupation:
Passport number:

Acting in her own name, above hereinafter referred to as "The Investor and Party A” on one
hand.

AND

Name:
Date and Place of Birth:
Nationality:
Full address:
Occupation:
Passport number:

Acting in her own name, above hereinafter referred to as "The Investment Manager and Party B”
on the other hand.

Preamble:
• It is beforehand stated:

The Investor is an individual or a corporation ready, willing, and able to invest funds up to an amount of Sixteen
Million US Dollars - US $ 16,000,000.00 for investment purposes for the establishment and development of viable
personal Investment projects with the investment manager for a period of Ten (10) years WITH POSSIBLE
ROLLS AND EXTENSIONS.

Within this framework, the Investor is the competent ordering person.

The Investment Manager is also an individual or a corporation responsible for the management of investment funds
on behalf of the Investor.

The Investment Manager is the person authorized to manage funds up to a total amount of Sixteen Million US
Dollars - US $16,000,000.00 on behalf of the Investor in the framework and conditions set by the Investor.

The investor must confirm that the Investment manager is legally entitled to receive the fund and has procured a
certified (SPV) through the BGCG property Management and legal department, to stand as security structure for
the investment funds disbursement.

To arrange a meeting with the Investment manager after the establishment of the SPV Structure and for the legal
team to complete the fund release process in favor of the Investment manager.

The mandate of management is given by the Investor to the Investment Manager to manage, operate and perform
all actions, operations, and documents relating to the aforementioned.
This being exposed, it has been agreed and decided as follows:

ARTICLE 1

Purpose of the mandate

ARTICLE 1.1

The Investor empowers the Investment Manager who agrees to manage in his name and on his behalf, the total
amount of Sixteen Million US Dollars - US$16,000,000.00.

ARTICLE 1.2

The Investment Manager says he has the human and material resources needed to fulfill his mission.
ARTICLE 2

Applicable regulations: The mission entrusted by the Investor to the Investment Manager will be performed
under the conditions defined by this mandate, in accordance with the applicable obligations and contracts
code as regards mandates, and in strict compliance with international law.

ARTICLE 3
Scope of the mandate

ARTICLE 3.1

For the management of his funds, the Investor authorizes the Investment Manager to take initiative on any
investment or disinvestment in regard to the funds.

ARTICLE 3.2

According to the terms and conditions of this mandate, the Investment Manager shall have full discretion and
freedom to manage the funds entrusted to him. This creates a relationship based on the principle of
confidence. It is understood that the Investment Manager must notify the Investor of all the investment
choices and selections made and have prior approval to invest.

ARTICLE 3.3

The Investment Manager is authorized to get in touch, negotiate and sign all relevant documents with
potential stakeholders in relation to the above- mentioned case, for and on behalf of the Investor.

ARTICLE 4

The objectives set for Management

ARTICLE 4.1

The objectives agreed between the Investment Manager and the Investor are related to the dynamic
management of funds for essential investment purposes.
The investment opportunities selected by the Investment Manager will be considered as his investments list.
The management of the investments list will be the responsibility of the Investment Manager.

ARTICLE 4.2

To achieve the objectives mentioned above, the Investment Manager agrees to implement and comply with a
management method consistent with these objectives. The Investment Manager will present a description of
the management method selected and the results in the management report presented to the Investor in a
Business Projection Plan.

ARTICLE 4.3

The abovementioned objectives can be reviewed at any time, at the request of the Investor, or on an annual
basis and be the subject of an additional clause to the initial management mandate.
ARTICLE 5

Remuneration of the Manager of the Investment: -

The Investor, with full understanding and knowledge, hereby agrees to transfer the ownership of the cash
totaling Sixteen Million US Dollars - US $ 16,000,000.00 from the financial management brokers.
2% of the total sum will be set aside to cover the miscellaneous expenses incurred during this transaction and
the remaining 98% is expected to be invested by the Investment Manager in lucrative investment plans for a
period of Ten (10) years with possible rolls and extensions.

• In appreciation of the Investment Manager “Party B” for assisting in investing the funds in a
profitable venture, the Investor “Party A” hereby irrevocably offers the Investment Manager “Party B” 30%
of the investment Profits/dividend/interest as Investment Manager “Party B” commission for initiating this
investment and the remaining 70% goes to the Investor “Party A” on

profits sharing without prejudice. The Investment Manager after Ten (10) years is expected to hand over
investment/property/company/funds to the Investor.

ARTICLE 6

Informing the Investor

The Investment Manager will provide a quarterly report on the situation of his investments list to the Investor
and will provide an annual statement of accounts of the funds invested via SPV cash flow.
The Investment Manager shall, at any moment, be able to provide the Investor with a statement of accounts
on request of the Investor, and this within a reasonable time to allow the Investment Manager to get ready so
as to honor such a request. Such an operation will take place during office hours only.
The Investment Manager shall send the Investor, on a quarterly basis, by any means at the convenience of the
two (2) parties in a period not to exceed fifteen (15) calendar days from the statement of the period taken into
account:

• An operations journal;

• A financial statement reporting the use of the funds invested;

• A management report;

• A financial statement reporting the remuneration of the Investment Manager.

The Investment Manager may, at the request of the Investor or his own initiative, conduct information
meetings with the latter to discuss the results of his management of the period under consideration and the
adopted investment strategy.

ARTICLE 7

Obligations of the Investor

ARTICLE 7.1
The Investor declares that the funds made available to the Investment Manager do not contravene any of the
following Acts or any other illegal or criminal activity:

• 1986 Act of International Law on Drug Trafficking;

• 1988 Act of International Law on criminal activities;

• 1989 Act of International Law on the Prevention of Terrorism (Temporary Provisions);

• 1990 Act of International Law on Criminal Justice (International Cooperation); -

International Law against Terrorism and the Patriot Act I and II.

ARTICLE 7.2

The Investor acknowledges having full knowledge of the extent of risks arising from the implementation of
the operations governed by this management mandate.

ARTICLE 7.3

The Investor is prohibited from accessing the funds entrusted to the Investment Manager in connection with
this mandate, without the express agreement of the said Investment Manager.

ARTICLE 7.4 (A)

The Investor authorizes the Investment Manager to deduct taxes and other related expenses while carrying
out the investments.

ARTICLE 7.4 (B)

Once the fund finally gets to the Investment Manager's “Party B” destination, 2% of the total sum will be set
aside to cover the miscellaneous expenses incurred during this transaction, and the remaining 98% is
expected to be invested by the investment manager in a more lucrative investment for a period of Ten (10)
years with possible rolls and extensions.

In appreciation of the Investment Manager “Party B” assisting in terms of this agreement, movement of the
funds to its final destination and investing the funds in a lucrative investment, the Investor “Party A” hereby
irrevocably offers the Investment Manager “Party B” 30% of the investment profits/dividend/interest as
Investment Manager “Party B” commission for initiating this investment and the remaining 70% goes to the
Investor “Party A” on profits sharing without prejudice. The Investment Manager after Ten (10) years is
expected to hand over 70% of capital investment/company/property/funds to the Investor.

ARTICLE 7.5

The Investor shall inform the Investment Manager without delay of any changes related to his legal,
financial, or patrimonial situation.

ARTICLE 8
Obligations the Manager

ARTICLE 8.1

The Investment Manager will have to invest all 97% of the funds made available in order to provide
professional benefits, create new job opportunities, and inform the Investor about it. These new job
opportunities will be in effect for 10 years.

ARTICLE 8.2

The Investment Manager manages the funds of the Investor with diligence, loyalty, and fairness.

ARTICLE 8.3

The Investment Manager agrees to implement the means necessary for the proper management of funds
according to the objectives defined in Article 4 of this mandate.

ARTICLE 9

Duration - Termination

ARTICLE 9.1

This mandate is valid for a period of Ten (10) years from the date of signing and is automatically renewable.
It is valid until terminated by either party, on condition that the party that takes the initiative notifies the other
by registered letter with acknowledgment of receipt.
Termination by the Investor takes effect upon receipt of the registered letter by the Investment Manager who
shall immediately cease to initiate new operations.
Termination by the Investment Manager takes effect Five (5) trading days after receipt of the registered letter
by the Investor.

ARTICLE 9.2

This mandate will continue, however, to govern the relations between the parties for all transactions initiated
and not yet closed before the date on which termination takes effect.

ARTICLE 9.3

The Investment Manager shall close the accounts no later than the day the termination takes effect, and send
to the Investor the documents provided in Article 6 of this Convention.

ARTICLE 9.4
The management mandate is rightfully terminated by the compulsory liquidation of the Investment Manager
or due to withdrawal of approval or removal of the Investment Manager.

ARTICLE 9.5
The Investor will require legal ownership transfer of all investments prior to taking over the business. Should
it be required by the Investor, The Investment Management team will be available to continue duties with
new management under the previous agreement in Article 7.4A. Furthermore, should the Investor decide to
liquidate Investments, The Investment Manager reserves the first right to acquire all Investments.

ARTICLE 10

Contestation

ARTICLE 10.1

Disputes reach the Investment Manager by any means at the convenience of two (2) parties. As traceability
of information is indispensable, no claims can be notified without archival support.

ARTICLE 10.2

If the Investor does not receive the documents provided for in Article 6 of this Mandate after twenty-one (21)
calendar days from the agreed period, she is required to send a written complaint to his manager.

ARTICLE 10.3

Any dispute relating to the content of the received documents must be notified no later than eight
(8) Calendar days from the date of receipt of such documents.

ARTICLE 11

Confidentiality.

The information gathered by the Investment Manager within the framework of this mandate will only be used
for internal management needs and to meet legal and regulatory obligations.

ARTICLE 12

Legal Abode.

For the carrying out of this mandate, the parties take up domicile in their respective offices or homes as
indicated at the top of this document.
Any change of office or domicile must be notified to the other party within eight (8) calendar days from the
effective change.
ARTICLE 13

Amendment.

This mandate is updated to reflect the amendments that step into the legal and regulatory legislation in force. The
Investment Manager shall notify the Investor within eight (8) calendar days after such change takes effect.
This mandate cannot be changed by either of the two (2) parties without the written agreement of each of them.
ARTICLE 14

Jurisdiction

Any dispute or litigation that may arise in connection with the validity, interpretation, or execution of this mandate,
falls within the court's jurisdiction defined by common law, among the registered office or domicile of one or other
of the parties, according to the legal rules to seize jurisdiction.

Prepared in two (2) original Copies, Issued on 7th Nov-2024

For the Investor: For the Investment Manager:

ABBAS RAHIMI
Legal Counsel
BISCINTEL GLOBAL CAPITAL GROUP.