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3. Terms

4. Ethraa FZ LLC Pakistan govt. Affordable Housing Sukuk @ $ 1 billion Pakistan govt. Affordable Housing Sukuk @ $ 1 billion Zawara Oil Refining Company(Zorco) (Libya) @ $ 4 Billion Acquisition of Chevron Distribution Assets in East & West Africa @ $ 500 mln Client: Pakistan Ministry of Defense Scope of Engagement: Feasibility Study, Sukuk Structure, Real Estate Modeling client’s representative and Development Management. Subscribers: KPCO, Khazana Bhd, Brunei Investment Authority, Saudi Pension fund. Client: Pakistan Ministry of Defense Scope of Engagement: Feasibility Study, Sukuk Structure, Real Estate Modeling client’s representative and Development Management. Subscribers: KPCO, Khazana Bhd, Brunei Investment Authority, Saudi Pension fund. Client: Libya Oil Holding Scope of Engagement: Lead Advisor, Selection of Equity Partner, Financial & Investment Modeling. Equity Partners: Oman Petroleum, Shell Technical, Libya Investment Authority & China International Fund. Client: Libya Oil Holding Scope of Engagement: Lead Advisor, Selection of Equity Partner, Financial & Investment Modeling. Equity Partners: Oman Petroleum, Shell Technical, Libya Investment Authority & China International Fund. Libya Oil Holdings investment re-financing Sukuk @ US$ 800 million Jakarta Monorail Project @ US$ 600 million Jakarta Monorail Project @ US$ 600 million Affordable Housing Fund (Morocco) @ US$ 600 million Affordable Housing Fund (Morocco) @ US$ 600 million Client: Libya Oil Holding Scope of Engagement: Feasibility Study, Sukuk structure & Package, Selection of Lead Arrange and Bookrunner, Legal Framework and Client’s Representative Client: Libya Oil Holding Scope of Engagement: Feasibility Study, Sukuk structure & Package, Selection of Lead Arrange and Bookrunner, Legal Framework and Client’s Representative Client: Jakarta Provincial Government Scope of Engagement: Partner, Re- structuring, re-financial Modelling, Investment Modelling, Real Estate Modelling, Business Model and Finance arranger. Client: Jakarta Provincial Government Scope of Engagement: Partner, Re- structuring, re-financial Modelling, Investment Modelling, Real Estate Modelling, Business Model and Finance arranger. Client: Government of Kingdom of Morocco Scope of Engagement: Fund Manager, Feasibility Study, Legal Framework, Real Estate Modelling, Investment Modelling and Investor Selection(PPM). Client: Government of Kingdom of Morocco Scope of Engagement: Fund Manager, Feasibility Study, Legal Framework, Real Estate Modelling, Investment Modelling and Investor Selection(PPM). DIFC Development, Dubai, UAE (Estimated @ $ 5 billion) DIFC Development, Dubai, UAE (Estimated @ $ 5 billion) Develop Conceptual Master Plan, with full Investment & Development Management Proposal, to accommodate new 144 hectare industrial park in Canelones, Uruguay Acquisition of Shell Distribution Assets in Sudan, Djibouti and Ethiopia @ $ 70 million Client: Libya Oil Holding Scope of Engagement: Acquisition Strategy, Business Plan, Full Due Diligence, Finance Arranger, Negotiation Lead Advisor, Acquisition Financing and Client’s Representative Client: Libya Oil Holding Scope of Engagement: Acquisition Strategy, Business Plan, Full Due Diligence, Finance Arranger, Negotiation Lead Advisor, Acquisition Financing and Client’s Representative Medini Development, IIB, Johor Malaysia (Estimated @ $ 12 Billion) Contribution to the technical management including planning, procurement, design and construction of township’s Infrastructure TECOM Development, Dubai, UAE (Estimated @ $ 3 billion) TECOM Development, Dubai, UAE (Estimated @ $ 3 billion) Contribution to Project management including initiation, planning, procurement, design and construction of buildings, covering all business horizon of TECOM Acquisition of ExxonMobil Distribution Assets in Morocco & Tunisia @$300 million Proposal for Ashgabat Central, Turkmenistan (Estimated @ $ 10 billion) Proposal for Development Management of Angostura, Argentine ($ 1.2 billion) Audit of Sehr AlSharq Development, Jeddah, KSA (Estimated @ $ 15 billion) Productivo Parque Uruguay, Development Design & Planning (Estimated @ $ 1 billion)

6. Our Approach: EVMO Statuary Permits Statuary Permits Development of Master Plan Development of Master Plan Investment Modeling Delivery of Infrastructure Habitat Operations Marketing, Sales & Concessions Marketing, Sales & Concessions Operations’ Permits Operations’ Permits Investors & Shareholders Investors & Shareholders Plots’ Developers Plots’ Developers One Stop Shop OperateOperateMaterializeMaterializeValidateValidateEnvisionEnvision

7. Project Realization Project Initiation Product Validation Fitness for Validation SPV’s Initial Consent SPV’s Initial Consent Concession Company Investment & Development Management Plan Shareholders & Investors Management Stakeholders & Regulatory Management Assets Development Assets Management Landlords & Plot Investors Landlords & Plot Investors End-Users Infrastructure Technical & Procurement Management Property & Commercial Concessions Management Standard Development Roles

8. Process Mapping The Concession Company The Concession Company Occupancy Operations Occupancy Operations End-Users Management End-Users Management Construction & Assembly Construction & Assembly Assets Development Assets Management Pre- Concession Activities Pre- Concession Activities Compliances & Fitness-to-Invest Compliances & Fitness-to-Invest Investment & Development Management Enterprising & Commercialization Enterprising & Commercialization The Assignment Project Initiation Product Validation ETHRAA 1 st Right of Refusal

9. Development Stages & Phases Initial Investment Capital Initial Investment Capital Initial Land Use Approval Initial Land Use Approval Business Appraisal & Baselines Business Appraisal & Baselines Investment Framework & Model Association of Shareholders Association of Shareholders Association of Stakeholders Association of Stakeholders Urban Planning Framework Commercial Framework Legal Framework Legal Framework Planning & Design of Infrastructure Planning & Design of Infrastructure Contracts Management Delivery of Infrastructure Delivery of Infrastructure Commercial Management Permits & One Stop Shop Permits & One Stop Shop Facilities & Town Management Facilities & Town Management Investment & Development Mgmt Develop The SPV Develop The SPV Develop The Concession Co Develop The Concession Co Design & Build Handover To End-users Handover To End-users Initiation & Baselines Initiation & Baselines Compliance & KYC Compliance & KYC Branding, Marketing & Sales Assets Development Assets Development Assets Management Assets Management Master Plan Development Develop The HOA Develop The HOA Initiation Management Product Validation Product Validation Procurement Management Procurement Management Concessions Management Scope Target Deliverables Role

10. The Assets The Assets The Capital The Capital The Product The Product Legal Framework Enabling Environment Pre-Concession Aggregates Concession Company Concession Company Conceptual Master Plan Initial Business Consent Initial Business Consent Location’s Cons & Pros Location’s Cons & Pros Accessibility & Transit Accessibility & Transit Engineering Solutions CSR & Governance Urban Facilities Urban Facilities FDIs’ Credits & Incentives FDIs’ Credits & Incentives Branding & Marketability Product Breakdown Product Breakdown Shares/Funds Management Procurement Management The One Stop Shop The One Stop Shop Compliances Management Statuary Initial Permits Statuary Initial Permits Cost of Development Delivery Protocols Project Plan & Program Project Plan & Program Operating Budget Phase Two Phase Three

11. Investment Modeling The Development Baselines’ Integration, Optimization & Validation The Development Baselines’ Integration, Optimization & Validation Revised Sales Modeling; Based on GFA & Commercialization Revised Sales Modeling; Based on GFA & Commercialization Developing Alternative Concessions & Revenue Streams Developing Alternative Concessions & Revenue Streams Re-value the Development On Asset-Base Valuations Re-value the Development On Asset-Base Valuations Neo Investment Modeling (Asset-Base Investment) Neo Investment Modeling (Asset-Base Investment) FDI’s & Shareholding FDI’s & Shareholding PPP Modeling PPP Modeling Conventional Debt Management (Debt-Base Investment) Conventional Debt Management (Debt-Base Investment) Concession Enablers & Design Concession Enablers & Design Banking Credits & Facilities Banking Credits & Facilities Risk-Exposure Management Risk-Exposure Management Legal Limits & Constraints Legal Limits & Constraints

12. Developing The Engagements Launch & Transfer to The Concession Company Launch & Transfer to The Concession Company

13. Managing The Legal Bodies HOA

14. Draft Conceptual Master Plan Urban Framework Urban Framework Developing Conceptual Plan Initial Urban Guidelines Initial Urban Guidelines Final Conceptual Master Plan Urban Validation Urban Validation Engineering Design Development Concession Company The Urban Planner Investment & Development Manager SPV’s Consortium for Conceptual Master Plan SPV’s Consortium for Conceptual Master Plan Employer Consent Investment Consent Investment Consent Land-use Consent Land-use Consent Municipal Consent Municipal Consent Business Vision & Interest (Usually is carried out by the Client prior to IDMA engagement, or been an early separate contact) Business Vision & Interest (Usually is carried out by the Client prior to IDMA engagement, or been an early separate contact) Stages of Conceptual Master Plan

15. Producing Draft Conceptual Master Plan If Ethraa will Revise or Produce The Conceptual Master Plan

16. Managing The Conceptual Master Plan Draft Conceptual Master Plan

18. Tip/Info Engagement of CA/CC Develop IDMP Sovereign Client Approves IDM-LOE Sovereign Client Signs off HOA Sovereign Client Signs off HOA Seed Investors Sign off IDMA Seed Investors Sign off IDMA Develop Phase-1 Deliverables Financial Operational Shareholders (Gov + Investors) Shareholders (Gov + Investors) Stakeholders (Authorities) Stakeholders (Authorities) Consortiums (Cons + Cont) Consortiums (Cons + Cont) Outline The General Budget Outline The General Budget Outline KPIs & Tracking Framework Outline KPIs & Tracking Framework Outline Compliances Framework Outline Compliances Framework Outline Fees, Charges & Stamp-Duties Outline Fees, Charges & Stamp-Duties Outline List & RRM of Stakeholders Outline List & RRM of Stakeholders Procure Conceptual Master Plan Team Procure Conceptual Master Plan Team Outline Procurement Packages Outline Procurement Packages Communications Management Platform Outline Real Estate Products Outline Real Estate Products Legal The Clients Sign off HOA & IDMA The Clients Sign off HOA & IDMA Process Mapping: Phase One

19. Communications Consultant/Advisor

20. Develop the Fitness for FDIs Engagement Legal Financial Operational Investment Modeling Investment Modeling Engagement Framework Validation of Phase One Validate Initial Budget Validate Initial Budget Define The Products Define The Products Conceptual Master Plan Conceptual Master Plan Define Area Breakdown Define Area Breakdown Validate The Investment Validate The Investment Validate Sales Modeling Validate Sales Modeling (New Assignment) Initiation Documents (New Assignment) Initiation Documents Validate the Business Case (Audit & Recovery Assignment) The Already-Done Development Planning Documents (Audit & Recovery Assignment) The Already-Done Development Planning Documents

21. IDMA Deliverables of Phase One

22. Legal Financial Operational Sign off SPV Formation Sign off SPV Formation Develop Investment Model Develop Investment Model Activate KPIs & Tracking System Activate KPIs & Tracking System Activate & Report Compliances Activate & Report Compliances Activate SPV Operations Activate SPV Operations Obtain Initial Statuary Permits Obtain Initial Statuary Permits Outline Procurement Framework Outline Procurement Framework Procurement of Advisors & Consultants Define Initial Baselines Define Initial Baselines Investment Management Platform Shareholders (Gov + Investors) Shareholders (Gov + Investors) Stakeholders (Authorities) Stakeholders (Authorities) Consortiums (Cons + Cont) Consortiums (Cons + Cont) Launch Temporary Ops Develop the Investment Model Develop Compliances Develop Compliances Develop Legal Framework Obtain Initial Statuary Consent Parties sign off The SPV Develop Conceptual Master Plan Process Mapping: Phase Two

23. Develop the Fitness for The SPV Legal Financial Operational Investment Modeling Investment Modeling Engagement Framework Validation of Phase Two Consortium Operations Develop The Baselines Develop The Baselines Conceptual Master Plan Conceptual Master Plan Develop Area Breakdown Develop Area Breakdown The Fund Management The Fund Management Obtain Initial Planning Consent Obtain Initial Planning Consent Phase One Activation of the SPV Activation of the SPV

24. IDMA Deliverables of Phase Two

25. Conceptual Master Plan Approval Investment Model Approval Investment Model Approval Validate Compliances Outline Project Risk Outline Project Risk Parties Sign off Concession Co Parties Sign off Concession Co Legal Financial Operational Sign off Concession Company Sign off Concession Company Approved Investment Model Approved Investment Model Outline Branding & Marketing Validate Consortiums Compliances Approved Fiscal Budget Approved Fiscal Budget Outline One Stop Shop Operations Outline One Stop Shop Operations Exit Pre-Concession Contracts Exit Pre-Concession Contracts Validate Pre-Concession Accounts Validate Pre-Concession Accounts Validation Management Platform Shareholders (Gov + Investors) Shareholders (Gov + Investors) Stakeholders (Authorities) Stakeholders (Authorities) Consortiums (Cons + Cont) Consortiums (Cons + Cont) Approved Conceptual Master Plan Process Mapping: Phase Three

26. Develop the Fitness for The Concession Company Legal Financial Operational Investment Modeling Investment Modeling Engagement Framework Validation of Phase Three Outline The Risk Policy Outline The Risk Policy The Conceptual Master Plan The Conceptual Master Plan Conceptual Master Plan Conceptual Master Plan The Brand Outlines The Brand Outlines The Investment Model The Investment Model Initial Planning Consent Initial Planning Consent Phase Two The Concession Company

27. IDMA Deliverables of Phase Three

28. The Baselines Structure

29. The Investment Modeling/Structure

30. Timeline & Fees* Close out (Sign off of Service Completion Certificate) Close out (Sign off of Service Completion Certificate) Sovereign Approval on Management Proposal (Sign off HOA, NDA & IDMA) Sovereign Approval on Management Proposal (Sign off HOA, NDA & IDMA) 30-60 Days 60 Days 14 Days Delivery of Phase One of Service (Sign off the Conceptual Master Plan) Delivery of Phase One of Service (Sign off the Conceptual Master Plan) 90-120 Days Investors’ Approval on Management Proposal (Sign off LOE, NDA & IDMA) Investors’ Approval on Management Proposal (Sign off LOE, NDA & IDMA) Delivery of Phase Two of Service (Sign off The Formation of SPV) Delivery of Phase Two of Service (Sign off The Formation of SPV) 120-180 Days Delivery of Phase Three of Service (Sign off The Formation of the Concession Company) Delivery of Phase Three of Service (Sign off The Formation of the Concession Company) 150-210 Days 0.05 %** NA 0.25 %** 0.70 %** 0.95 %** *Fees vary per project, yet the given data are for illustrative purpose only; which exclude the remunerations of any Third Party **Stage Standard Terms of Payment: Commitment= 30%, Monthly Retention = 50%, and Closing= 20%

31. Procure Infrastructure Obtain Statuary Consent Obtain Statuary Consent Launch Marketing & Sales Launch Marketing & Sales Activate One Stop Shop Activate One Stop Shop Delivery of Infrastructure Legal Financial Operational Activate Ownership Transfer Activate Marketing & Plots Sales Activate Marketing & Plots Sales Audit Project Operations Audit Project Operations Validate Micro Compliances & Eligibilities Validate Micro Compliances & Eligibilities Activate Concessions Design Activate Concessions Design Activate One Stop Shop Operations Activate One Stop Shop Operations Sign off Delivery of Infrastructure Sign off Delivery of Infrastructure Procure Commercial Concessions Procure Commercial Concessions Develop M&O Manuals & Ops Protocols Project Management Platform Shareholders (Gov + Investors) Shareholders (Gov + Investors) Stakeholders (Authorities) Stakeholders (Authorities) Consortiums (Cons + Cont) Consortiums (Cons + Cont) Post Concession: Outlines for Phase Four

32. Legal Financial Operational Activate Ownership Transfer Activate Marketing & Plots Sales Activate Marketing & Plots Sales Audit Project Operations Audit Project Operations Validate Micro Compliances & Eligibilities Validate Micro Compliances & Eligibilities Activate Concessions Design Activate Concessions Design Activate One Stop Shop Operations Activate One Stop Shop Operations Sign off Delivery of Infrastructure Sign off Delivery of Infrastructure Procure Commercial Concessions Procure Commercial Concessions Develop M&O Manuals & Ops Protocols Urban Management Platform Shareholders (Gov + Investors) Shareholders (Gov + Investors) Stakeholders (Authorities) Stakeholders (Authorities) Consortiums (Cons + Cont) Consortiums (Cons + Cont) Post Concession: Outline for Phase Five Procure Infrastructure Obtain Statuary Consent Obtain Statuary Consent Launch Marketing & Sales Launch Marketing & Sales Activate One Stop Shop Activate One Stop Shop Delivery of Infrastructure Property Operations