Party-A - Investor:: NO: INV/FUND/018-019/01

INVESTMENT SERVICE
AGREEMENT
NO: INV/FUND/018-019/01
This Agreement is made and entered into on………………… AUGUST………………… 2020, by and
between: 25th of
PARTY- A- INVESTOR:
1 NAMES: CAROL GARANG

2 PASSPORT NUMBER D022580
3 NATIONALITY SUDANESE
4 COUNTRY OF RESIDENCE SUDAN
6 PASSPORT OF ISSUE DATE/PLACE 14.11.2016 KHARTOUM
PASSPORT EXPIRY DATE 14.11.2020
7 INVESTOR AGENT ( with Power of Attorney to DAVID WEST
act on his behalf).
AND
PARTY- B - BENEFICIARY:
1 NAMES:
2 PASSPORT NUMBER
3 NATIONALITY
4 BUSINESS PLACE
5 TELEPHONE DETAILS
6 SPECIALITY
7 PASSPORT OF ISSUE DATE/PLACE
8 PASSPORT EXPIRY DATE
‘PART
IES’
PREA
MBLE
WHEREAS the Parties have entered into this Agreement to participate exclusively together for a minimum
period of one (1) years in the activities set forth herein (hereinafter referred to as the “Investment Program”);
WHEREAS to initiate the Investment Program and validate this Agreement, the INVESTOR shall invest the
aggregate amount of USD500,000,000.00 (Five Hundred Million United States Dollars ) with rolls and
extensions (hereinafter referred to as the “Investment Funds”) which the BENEFICIARY shall manage under the
guidelines set forth herein.
The Investor shall Transfer/Release the first trance of USD200,000,000.00 (Two Hundred Million United States
Dollars ) and subsequent transfer upon successful execution of the first tranche of investments.
AND WHEREAS the SERVICE PROVIDER agrees and undertakes to use his best efforts and means to receive and
collect the Investment Funds, transfer the same by private or chartered flight from the Investment Funds storage
place/vault in East Africa to a designated financial banking domicile in Europe or Asia separately to be agreed upon
between the Parties. In addition, the Service Provider agrees to use his networks in the financial/banking services
industry of the receiving country to open up special VIP Accounts in the names of the Investor or such other person
as the Investor may so nominate and deposit a portion the Investment Funds on these accounts including providing
the accompanying and/or support documentation including the required KYC to facilitate the smooth and unhindered
access to and utilization of the Investment Funds for investment and where the investor so desires for re-investment
in any country and venture that the Parties shall agree.
The Service Provider further agrees to professionally manage the Investment Funds as stipulated herein using his
best efforts, skill and expertise, its corporate structures, knowledge, sources, contacts, affiliate companies, expertise
and knowledge, to provide the INVESTOR various investment and financial asset management strategies, among
the best in the industry projects, deals in Africa, Asia, Eastern Europe, Middle East and further to carry out
instructions of the INVESTOR or his appointed mandate holder as per the guidelines set forth herein.
The Beneficiary also agrees to repatriate and transfer the funds and accrued investment returns to any
designated destination/place in the world and at any particular time at the discretion of the Investor or his
mandate holder/agent.
The repatriated funds will not include funds meant for fees and or commissions earned by the Beneficiary and
any commission agents in the course of undertaking the aforementioned assignments.
NOW, THEREFORE, in consideration of 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:
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 Joint Venture/Asset Management 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, through this
Agreement.
“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 80 (Eighty) 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 80 (Eighty) 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, Asia, Africa 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
ARTICLE II
PURPOSE, BUSINESS ACTIVITIES
Section 2.01. Place(s) of Business

As the BENEFECIARY and his may locate their offices of business at various places as they may in time
determine and identify to the Investor, for purposes of this agreement , the initial places of business shall be at
their principal offices located in
Address: …………………………………….
………………………………………
……………………………………….
Section 2.02. Purpose

The principal purposes of the Investment Program shall be to identify qualifying INTERNATIONAL investments
and Projects for the Joint Venture or their Subsidiaries to acquire, own, manage, operate, finance, mortgage,
encumber, exchange, sell, dispose or deals /projects within Africa, Middle East, Asia and Eastern Europe.
Section 2.03. Term

The Agreement shall remain in full force and effect for the time period of One (1) year and can be extended for
another year if mutually agreed by the Parties, unless this Agreement is terminated sooner in accordance with the
provisions of this Agreement.
Section 2.04. Business Activities
INVESTOR hereby appoints BENEFICIARY as its advisor for purpose of BENEFICIARY the foregoing power,
authority and other obligations under this Agreement. BENEFICIARY is hereby fully empowered to: 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 with categorical
documented clearance by letter or email from Investor or his nominated mandate holder agent , for and in the best
interest of the Agreement.
a.BENEFICIARY shall have power and authority to supervise and direct the Investment Funds, including the
power and authority to buy, sell, exchange, convert, and otherwise effect transactions in any stocks, bonds,
projects, construction, research, technology, infrastructure and other securities, after consultation with
INVESTOR and his nominated mandate holder/ agent.
ARTICLE III
CAPITAL CONTRIBUTION(S)
Section 3.01. Investment Funds
INVESTOR hereby irrevocably agrees to transfer the aggregate sum of USD500,000,000.00 (Five Hundred
Million United States Dollars) spot with rolls and extensions, to be determined by the Parties mutual agreement,
to BENEFICIARY’ for collecting, airlifting and ultimately depositing to designated Investor or his mandate holder
bank account coordinates designated herein, failing which, this Agreement shall be deemed null as per Section
7.1(b) herein.
Section 3.02. Origin of Investment Funds
INVESTOR hereby warrants and assures to BENEFICIARY under penalty of perjury that the Investment funds
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,
free from any costs, charges, encumbrances, liens, litigation, mortgages, taxes of any kind or nature whatsoever..
Section 3.03. Reporting
At INVESTOR’s or his nominated mandate holder /agent’s request, BENEFICIARY will provide, or instruct its
affiliates to provide, project and financial reports as to the status of the Investment Funds and Investment
Program. INVESTOR hereby acknowledges and agrees that BENEFICIARY will not be responsible for the
accuracy of any information disclosed in any such report which may be provided by a third party.
Section 3.04. Investment Funds Transfer
INVESTOR shall transfer the Investment Funds to BENEFICIARY by physical delivery at site at the storage
site/vault in East Africa and thereafter offered security and immigration clearance in specific country to and up to
the point the Beneficiary chartered cargo plane is cleared for takeoff and safely exits the country’s airspace: The
Investor will travel with Investor or his mandate holder to agreed designated country to open the accounts and
deposit the funds. The security , immigration clearance, safety and opening of the accounts, safety of the funds in
the new host country of the funds is entirely the responsibility of the beneficiary and carries full liability until the
funds have been safely and legally deposited and transferred to the Investor’s or his mandate holder’s full and
unencumbered control.
INVESTOR or MANDATE HOLDER’S BANK DETAILS: (To receive 60% Investment funds in England and Dubai
UAE.
Section 3 .05. Validity of the Agreement
This Agreement is valid upon the signing by both Parties, shall remain in force for the Term and shall apply to any
and all renewals, extensions, rollovers, additions or any agreements between the Agreement and any third parties
or their assignee’s.
Section 3.06. Investment Program(s)
The Parties agree that INVESTOR receive Seventy percent (70%) of any profits realized from any Investment
Program/Project using the Investment Funds by while the BENEFECIARY shall retain Thirty percent (30%) of any
profits realized from any Investment Program using the Investment Funds by SWIFT MT 103.The INVESTOR
agrees to provide the funds physically at site to Service provider, and the BENEFICIARY agrees to repatriate
/send the profits on behalf of the Investor via SWIFT MT103 using protocol confirming its readiness by official letter
of his sending bank and company (RWA) through e-mail:
……… HYPERLINK "mailto:xxxxxxx@gmail.com." HYPERLINK "mailto:xxxxxxx@gmail.com." HYPERLINK

"mailto:xxxxxxx@gmail.com." HYPERLINK "mailto:xxxxxxx@gmail.com." HYPERLINK
"mailto:xxxxxxx@gmail.com."……………………. HYPERLINK "mailto:xxxxxxx@gmail.com." HYPERLINK
"mailto:xxxxxxx@gmail.com." HYPERLINK "mailto:xxxxxxx@gmail.com.".......................................
After the signing this Agreement, the Investor will instruct the release of the funds physically from the vault in
amount of
USD500,000,000.00 (Five Hundred Million United States Dollars) spot and provide copies of release forms to be
signed by Beneficiary according to each execution tranche through e-mail and a copy emailed to each parties
attorney/ legal representative.Investor and Beneficiary have to exchange through e-mail,
copies of the DRAFT SWIFT MT103 Instructions and Responses upon the Instruction as it is provided by the
relevant banking regulations and, thus, will confirm that any profits and repatriated funds were actually sent by
Beneficiary and the funds were actually received by investor in foreign account.
After transfer of funds into the account, a Beneficiary immediately provides a copy statement of account.
Section 3.07. Consolidated Project Management Accounts
The Parties agree that 40% of the Total amount received and credited to the account of the BENEFICIARY by the
INVESTOR in new host country designated account will be used by the BENEFICIARY according to his own
internal investment projects needs, including, his service fee payments, consultant’s fees, covering bank charges
and costs.
The rest of the funds 70% of the Investment Working Capital and investment project proceeds, the parties hereby
agree , it will be used and reinvested in investment projects: Private and Sovereign Infrastructure Projects
Financing, Oil and Gas Energy, Real Estate business in Africa, Asia and financial operations for purchase – sale of
Bank instruments (SBLC, MTN, BG, etc.) according to international laws under the INVESTORS instructions.
ARTICLE IV
MANAGEMENT; INDEMNIFICATION
Section 4.01. Management.

Subject to the other terms of this Agreement, the business and affairs of the Program shall be managed
exclusively by the BENEFICIARY which represents and warrants that it is not deemed a “professional financial
advisor” as defined under the Investment Advisors Act of 1940 of the United States of America, as amended, or as
defined by the laws, rules, and regulations of any other country or jurisdiction.
Section 4.02. No Assignment
All Investment Program(s) and additional Contracts must be approved by INVESTOR. The decision on whether to
invest or not, can only be confirmed by the BENEFICIARY and final approval by the Investor or his nominated
Agent in writing. 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 Investment funds.
Section 4.03. Presentation of Opportunities
BENEFICIARY shall identify, investigate and analyze opportunities and Projects for potential Investment
Program(s) and shall then present each qualified opportunity to INVESTOR for approval.
Section 4.04. Performance
BENEFICIARY does not guarantee the future performance of any Investment Program/Project which he may
present to INVESTOR from time to time and INVESTOR approves. INVESTOR understands that any decisions
made by BENEFICIARY are subject to various markets, currency, economic, political and business risks, and that
those investment decisions will not always be profitable. BENEFICIARY will not be liable to INVESTOR for:
Any loss that INVESTOR may suffer by reason of any investment decision made or other action taken or omitted
in good faith by BENEFICIARY with that degree of care, skill, prudence, and diligence under the circumstances
that a prudent person acting in a fiduciary capacity would use;
a. Any loss arising from force majeure such as 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.
Section 4.05. Indemnity
The Parties shall indemnify each other during the term of this Agreement against all claims, causes of action,
suits, damages, liabilities and expenses (including reasonable attorneys' fees) which may be directed against
any Party, or for which it may be liable or compelled to pay in any action or claim against it as a direct or indirect
result of any of its investments. Each Party agrees to defend such claim, suit, action or proceeding at its sole
expense.
The Parties shall be responsible for the payment of their respective taxes, impost, levies, duties, charges and any
institutional costs or fees levied upon them by any financial institution or government relative to the execution of
their obligations under this Agreement. In this regard, each Party shall indemnify and hold the other harmless for
any and all liabilities of the other Party.
ARTICLE V
CONFIDENTIALITY
Section 5.01. Confidentiality.

General. It is expected that the Parties shall 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 either Party, any Joint
Venture or any Subsidiary and disclosed to any 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)
Investment Program(s) shall be deemed the property of the Joint Ventures or Subsidiaries as determined by the
BENEFICIARY in its sole discretion unless this Agreement has been terminated, (ii) Investment Program(s)
that are no longer Active shall be deemed the property of the BENEFICIARY, and
(iii) client lists, financial and analytical models, processes and procedures utilized or developed by Investment
Program in connection with the business of the Investment Program, any Joint Venture or any Subsidiary shall be
deemed the property of the BENEFICIARY, but only to the extent they are different than the client lists, models,
processes and procedures currently used by the INVESTOR and/or its affiliates.
a. No Proprietary Information owned solely by one party or by the Joint Ventures or the Subsidiaries shall be used
by any 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.
a. The parties agree that the following information shall not constitute Proprietary Information under this
Agreement:
Information available from public sources at any time before or after it is disclosed to a party hereto by the other
party hereto;
i. Information obtained from a third party who obtained such information, directly or indirectly, from a party other
than a party to this Agreement; and
i. 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.
a. 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
Section 6.01. Representations

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.
a. Enforceability. This Agreement constitutes the legal, valid and binding obligation of the Parties, enforceable in
accordance with its terms.
a. 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.
a. 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.
a. Legal Advice. The Parties have been afforded the opportunity to seek and rely upon the advice of their
respective attorneys, accountants or other professional advisors in connection with the execution of this
Agreement.
ARTICLE VII
DISSOLUTION AND TERMINATION
Section 7.01.Termination.
Normal termination of this Agreement will occur with the conclusion of all financial transactions covered under the
terms and conditions herein unless otherwise extended in writing by the Parties mutual Agreement.
a. The Parties agree that if the Investment Funds transfer is not completed, as per Sections 3.01 and
3.04 herein, then this Agreement will be effectively non executable, whereby the Parties only remedy to each
other is to terminate this Agreement without further recourse.
a. The Parties agree that any Party can terminate this Agreement if it can show evidence that any other Party has
NOT fulfilled its obligations as described herein, unless extended in writing by all of the other Parties, and if
terminated, the Party in breach shall be deemed in DEFAULT and all of the other Parties, collectively or
separately, shall have the right to pursue any and all legal remedies to which they are entitled against the Party
in breach, under the laws of the Canton of Zurich, Switzerland with full prejudice.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Notice(s)
Any modifications, amendments, addendums or follow on contracts must be executed by the Parties 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 8.02. Specific Performance; Other Rights.

The Parties recognize that 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 8.03. 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 between 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.
Section 8.04. Amendments.
This Agreement may not be amended, altered or modified except (i) upon the unanimous by instrument in writing
and signed by each of the Parties.
Section 8.05. 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, at which point, 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 terms and provisions herein.
Section 8.06. 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 8.07. Applicable Law; Jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the Canton of Zurich,
Switzerland.
Section 8.08. Waiver of Jury Trial.
The Parties hereby irrevocably and unconditionally waive trial by Jury in any legal action or proceeding relating to
this Agreement and for any counterclaim therein.
Section 8.09. 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 and the Parties hereby agree to arbitration in Zurich, Switzerland and the decision of which the
Parties shall consider to be final and binding.
Section 8.10. 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 8.11. 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 8.12. 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 8.13. Currency.
Any exchange of funds between the Parties shall be made in currency of the $US United States Dollars and /or - €
(EUROS). In addition, all calculations pursuant to this Agreement and any Joint Venture Agreement shall be based
on ICC regulations in Paris.
(SIGNATURES)
WHEREOF, the Parties hereto agree to all of the terms and conditions of this Agreement and in acknowledgement
thereof have set their hands on the date first written above.
Signature
Party A (INVESTOR):
………………………………………
Date Signed…
24TH/08/2020………………………
…………………
Represented by:
…………………………………CAROL
GARANG
Passport No:
………………………………
D022580
Date of issue:
………………………………………
14.11.2016
Expiry date
……………………………………….
14.11.2020
Party B (Beneficiary): ………………………………………
Date
Signed……………………………………
………
Represented by:
…………………………………
Passport No:
………………………………………
Date of issue: ………………………………………
Expiry date ………………………………………..
Party C (INVESTOR AGENT ( with Power of Attorney to act on his behalf)

……………………………………………….
Date Signed…………………………
24TH/08/2020
Represented by:
…………………………………
DAVID WEST
Passport No:
……………………………….
A2662871
Date of issue: ………………………………………

16. MAY. 2017
Expiry date ………………………………………..

16. MAY. 2027
AGREEMENT STATES THAT

The BENEFICIARY shall cater for all cost due to this
consignment levied upon by the relevant authorities.This
is to include but not limited to ,Storage charges, Handling
FEES and any other ADHOC charges in Liu to this
transaction.This Monies shall be recovered from the
Investor before repatriation of the funds.

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INVESTMENT SERVICE

1 NAMES: CAROL GARANG

Section 2.01. Place(s) of Business

Section 2.02. Purpose

Section 2.03. Term

Section 2.04. Business Activities

Section 3.01. Investment Funds

Section 3.02. Origin of Investment Funds

Section 3.03. Reporting

Section 3.04. Investment Funds Transfer

……… HYPERLINK "mailto:xxxxxxx@gmail.com." HYPERLINK "mailto:xxxxxxx@gmail.com." HYPERLINK

Section 3.07. Consolidated Project Management Accounts

Section 4.01. Management.

Section 4.03. Presentation of Opportunities

Section 4.04. Performance

Section 4.05. Indemnity

Section 5.01. Confidentiality.

Section 6.01. Representations

DISSOLUTION AND TERMINATION

Section 8.02. Specific Performance; Other Rights.

Section 8.03. Prior Agreements; Construction; Entire Agreement.

Section 8.07. Applicable Law; Jurisdiction.

Section 8.08. Waiver of Jury Trial.

Section 8.09. Arbitration.

Section 8.10. No Rights of Third Parties.

Section 8.11. Survival.

Section 8.12. Headings.

Section 8.13. Currency.

Party B (Beneficiary): ………………………………………

Date of issue: ………………………………………

Expiry date ………………………………………..

Party C (INVESTOR AGENT ( with Power of Attorney to act on his behalf)

Date of issue: ………………………………………

Expiry date ………………………………………..

AGREEMENT STATES THAT

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