AGREEMENT BETWEEN

SGR CONSULTING FZCO (VAT Number 100528217100003 – License No. 6909), part of the MP GROUP, with its registered office in Dubai (United Arab Emirates – U.A.E.), in Dubai Silicon Oasis, “Business Park”, Building A3, operational office in DIFC-Trade Center, Emirates Financial Towers, North Tower, Office 2002, P.O. Box No. 449274, represented by its Administrator and legal representative pro tempore, Dr. Roberto Manzi, domiciled for the position at the aforementioned corporate office, hereinafter referred to as “SGR and/or the Consultant” AND THE CLIENT The Consultant and the Client will hereinafter also be jointly referred to as the “Parties” of the Contract. WHEREAS

  1. SGR CONSULTING is a Company operating both nationally and internationally, as a specialized entity in consulting for companies, freelancers, and professionals intending to internationalize their commercial activities, capable of offering a wide range of services in “Company Setup and Corporate Services” enabling legal, fiscal, and financial assistance for such entities – including through the establishment of a company governed by the law of the Emirate of Dubai – to carry out their commercial activities either directly and exclusively within the same emirate (referred to as Mainland) or in an international context (referred to as Freezone);
  2. the Client has expressed to the Consultant their intention and interest in expanding their commercial operations in the territory of the United Arab Emirates;
  3. consequently, the Client wishes to access various consulting and assistance services offered by SGR, so that the latter can – in their name and on their behalf and after analyzing the possibilities of expansion outside Italian territory – proceed with activities leading to the establishment of a corporate entity and/or a commercial, fiscal, and financial position in compliance with the laws and authorizations of the territory;
  4. therefore, it is the intention and interest of the Parties to regulate their relationship arising from the signing of this Contract and to govern their respective obligations and rights according to the conditions, terms, and methods indicated below.
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Considering the above, the Parties, as better specified above, agree and stipulate the following:
Art. 1) Effectiveness of the Preambles. The Preambles indicated above and the related attached documents form an integral and substantial part of this Contract and are to be understood as fully reported, transcribed, and referred to hereinafter.
Art. 2) Subject of the Contract and Services offered. By signing this Contract, the Client assigns the Consultant, who accepts, to provide the consulting and assistance services detailed in the Table included in the subsequent article 5) of this Contract and through which, following a preliminary legal and fiscal analysis, the Consultant may consequently perform – in total autonomy and without any subordination – all activities aimed at creating an Emirati corporate and/or commercial position with the issuance of all related legal authorizations. For the proper performance of the services under this Contract, the Client will be required to provide the Consultant with the information and/or documents that will be requested in order to carry out both a preliminary analysis of the corporate and/or commercial entity to be established and to perform all subsequent administrative and/or financial activities.
Art. 3) Obligations of the Client. The Client acknowledges having been informed by the Consultant about the various activities necessary to enable the latter to correctly perform the service of establishing the Emirati corporate and/or commercial entity, as well as all other activities that will be provided by the Consultant based on the type of services purchased. Firstly, the Client acknowledges the circumstance in which they may be required to physically travel to the Emirate of Dubai to personally attend to the activities of their identification and verification by the Emirati Authorities, responsible for issuing legal authorizations and establishing the commissioned corporate and/or commercial entity. To this end, the Client is obligated to travel to Dubai following the communication that will be sent well in advance by the Consultant, and to have a valid passport. The Client will also be obligated to provide all information and documentation requested by the local Authorities to authorize the Client to start their commercial activity in the Emirate of Dubai. If the Client fails to provide the requested documentation and/or information correctly, to the extent that the checks carried out by the Emirati Authorities should present issues not attributable to the Consultant, the Client expressly exonerates the Consultant from any responsibility regarding the described issues. The failure to issue authorizations and/or visas in favor of the client for facts attributable to them, exonerates SGR from any responsibility related to these circumstances.
Art. 4) Exclusivity of the consulting and assistance assignment. The consulting and assistance assignment under this Contract is conferred by the Client exclusively in favor of the Consultant and, therefore, during the period of provision and renewal of the offered services, the Client is obliged, under penalty of immediate termination of this relationship, not to use any other Consultant and/or Professional who may offer similar services to those stipulated in the Contract. Should the Client breach the exclusivity granted to the Consultant, the latter will have the right to immediately withdraw from the assignment and without the obligation to perform any further activity for the Client, with the Client obliged to pay all amounts still due as fees and documented expenses for the execution of the agreed services. Furthermore, if the Client violates the exclusivity agreement, they will be required to pay, upon simple written request by the Consultant, a penalty of €5,000.00 (five thousand euros/00). For the execution of the services provided by the Consultant, they may use their own collaborators or professionals through whom any activities related to the provision of the same services will be carried out; in any case, the Consultant will be the sole and exclusive responsible towards the Client regarding the actions of any collaborators and/or professionals.
Art. 5) Fees for Consulting and Assistance Services. As a consideration for the consulting and assistance activities performed by the Consultant under this Contract, the Client shall pay a net fee equal to that indicated in the quote included in the estimate already signed by the client. The fee due by the Client shall be paid exclusively in Euro (€), within the terms of the previous table and by bank transfer to the bank details indicated in the proposal and on the invoice.
The Client acknowledges and accepts that the fee provided for in this Contract only includes the services to be rendered in their favor by the Consultant and does not cover any additional travel, accommodation, movement, meals, lodging, and other services provided by third parties during and in the context of the trip that the Client may have to make to the territory of the Emirate of Dubai. The Client shall not in any way delay the payment of the fees due to the Consultant and, in such a case, the latter shall initially have the right to suspend the provision of the services due under this Contract; should the failure to comply with the payment obligation persist, the Consultant may unilaterally and with written communication declare this Contract terminated by right with the consequent definitive cessation of the assigned duty and the right to the payment of the fee and any expenses still due.
Art. 6) Duration of Consulting and Assistance Services. The consulting and assistance service purchased by the Client will be activated from the date of signing of this Contract and will be performed by the Consultant with professionalism and diligence until the complete execution of the activities provided for in the Contract itself. Any additional services (license renewal, accounting & bookkeeping, etc.) must be carried out by one of the group companies (SGR Consulting FZCO, MP Consultancy Ltd, MP Elites Consulting for accounting & bookkeeping LLC). If the Client wishes to have the aforementioned services performed by a different entity, they will be required to pay SGR the penalty mentioned in Art. 4. In the event of delay attributable to the client in the renewal of licenses, SGR will be exonerated from any related responsibility, fine, expense, or subsequent penalty.
Art. 7) Establishment of the Commercial Entity and Its Ownership. Once the preliminary activities of analysis and study have been completed and all necessary documentation has been acquired, the Consultant may proceed with the activities of establishing the type of commercial entity chosen by the Client and with all other services provided for in the selected Package. Once the establishment of the relevant commercial legal entity is completed, the Consultant will notify the Client, who will then – depending on the selected package – consequently have to make the related trip to the territory of the Emirate of Dubai in order to “take possession” of the Company established on their behalf and all related documentation. The Client will have the right to demand the delivery of documents related to the commercial activity carried out for them only after the full payment of the fee provided for in this Contract; following delivery, the Client will become the exclusive and sole responsible party for the commercial activity both legally and tax-wise, thereby relieving the Consultant from any subsequent liability towards third parties and/or Public Authorities of the Emirate and/or Italian territory. The Consultant, finally, will be exonerated from all responsibility and expenses consequent to the eventuality in which the Client fails to make and/or delays the trip to Dubai to take delivery of the above.

Art. 8) Withdrawal from the Contract. The Client will have the right to withdraw from this Contract but, in such a case, agrees and undertakes to pay, in favor of the Consultant and without exception, a penalty of €5,000.00 (five thousand euros/00) for exercising the right of withdrawal, in addition to any further amount still due to the Consultant under the

same Contract. The Consultant, for their part, will have the right to withdraw from the Contract in the presence of just cause and/or for facts attributable to the Client, while maintaining their right to receive from the Client the payment of the agreed fees and any expenses still due, including any advanced expenses on behalf of the Client.

Art. 9) Obligation of Confidentiality and Non-Competition. The Client agrees to keep confidential all data and information acquired during the provision of Services under this Contract, and therefore, not to disclose to third parties any data and information related to activities carried out under the same Contract. Furthermore, the Client agrees not to undertake, either directly or indirectly, within 5 years from the termination of the services purchased and both in the United Arab Emirates and in Italy, any activity that, by the nature of the offer and/or target audience, may be in competition with the services offered by the Consultant under this Contract. In the event of violation by the Client of the confidentiality and/or non-competition obligations under this Contract, they will be required to pay, upon simple written request by the Consultant, a penalty amounting to €50,000.00 (fifty thousand euros/00), without prejudice to the right to compensation for any further damages suffered by the Consultant.

Art. 10) Prohibition of Assignment of the Contract. This Contract and the services provided under it may not be transferred by either Party; should one of the Parties, in any manner and/or form, violate said prohibition of assignment, the other Party may assert through written communication the right to terminate the Contract with the right to request the fees still due.

Art. 11) Applicable Law and Resolution of Disputes. The relationship established between the Parties will be governed and subject to the laws and regulations in force in the Emirate of Dubai which regulate and will regulate its conclusion, execution, termination of effects, and based on which every question will be interpreted, with such choice also applying to the resolution of any disputes that may arise or arise between the Parties themselves and in relation to which – if the Parties themselves are unable to amicably resolve the potential dispute with loyalty and good faith – they expressly declare to submit the relative decision to the jurisdiction of the Courts of the Emirate of Dubai. The relationship between the Parties will be governed exclusively by this Contract and, for anything not expressly provided for herein, the Parties expressly refer to the legal provisions and regulations of the Emirate of Dubai.

Art. 12) Data Processing. The data respectively provided by the Parties will be processed solely for the purpose of executing the Contract and in full respect of the respective privacy protection regulations in force, and in this regard, the Parties authorize each other to process their respective personal data in accordance with and in compliance with the provisions governing the established relationship.

Art. 13) Termination for Non-Performance. This Contract may be terminated by right by the Consultant with written communication in the event that the Client does not regularly make the payment of the fee due in their favor, while, however, the Consultant has the right to suspend the provision of the services subject to the Contract before its termination and pending receipt of the due payment. In the event that, on the other hand, the Consultant does not provide the consulting and assistance service due in favor of the Client under this Contract, the relationship established between the Parties may be terminated by the latter for reasons due to the non-performance of the Consultant.

Art. 14) Conclusion, Language, and Consistency of the Contract. This Contract – composed of a total of 7 (seven) pages – is signed and exchanged digitally by the Parties and will be concluded upon receipt of the copy respectively signed; it is signed by the Parties in Italian and will subsequently be translated into Arabic and/or English in order to legalize it and transmit it to the competent Emirati Authorities.

Art. 15) Communications. All necessary communications or, in any case, provided for in this Contract must be transmitted in writing by email to the addresses respectively specified below: