Preamble

The First Party has launched the "Success Partners" program in order to enter as a strategic partner in a number of projects selected according to strict criteria, given their promising growth opportunities and high potential for success, in return for providing services and added value that strengthen the chances of success of the Second Party's company, in a way that serves the mutual interest of both parties.

Clause One: Key Performance Indicators (KPIs)

The First Party undertakes, within a period not exceeding one hundred and twenty (120) days from the date of signing this Agreement, to carry out what is stated in the Preamble and to seek to provide the target working capital previously agreed upon with the Second Party (being the total target investment round stated at the top of this Agreement). The First Party shall be entitled to the percentage (share) granted to it and stated at the top of this Agreement, and shall enter as an official (silent) partner in the articles of association of the Second Party's company if it secures a minimum of not less than twenty percent (20%) of the total target capital (this twenty percent (20%) minimum, calculated against the total target investment round stated at the top of this Agreement and not against any partial or remaining balance thereof, being referred to in this Agreement as the "20% Threshold"), through the following:
• Bringing in partners from among the members of the Investors Club.
• Entering personally or through its company as a silent partner, either partially or wholly.
If the 20% Threshold (as defined above) is not achieved within the specified period, the percentage granted to the First Party shall be deemed not due, the First Party shall have no right to claim it, and this Agreement shall be deemed automatically cancelled without any obligations on either party. The 20% Threshold is a single, non-graduated condition; no partial or pro-rata entitlement to the granted percentage arises from partial progress toward the 20% Threshold, this reflecting the First Party's role as strategic partner across the Second Party's current and future funding rounds.

Clause Two: Exit During the Partnership Completion Procedures

The First Party shall have the right, during or upon completion of the procedures for bringing in new partners and finalising the partnership, to exit partially or wholly from its share in the company, as it sees fit, provided that the First Party shall first grant the Second Party a right of first refusal to acquire the share intended for exit, on the same terms offered or to be offered to any third party, within a period not exceeding sixty (60) days from the date of the First Party's written notice of its intention to exit. If the Second Party does not exercise this right within that period, the First Party may proceed to exit and transfer its share to a third party. This right is inherent and guaranteed to it in consideration of its efforts in arranging the partnership, mediating between the parties, and facilitating the process of attracting and onboarding new partners, without giving rise to any objection or claim from the remaining parties other than the right of first refusal set out above.

Clause Three: Work Plan and Implementation Steps

The two parties have agreed to prepare a Memorandum of Understanding containing all the clauses and details required to complete this electronic Agreement, comprehensively setting out the work plan, the implementation mechanism, the obligations and responsibilities, the timeframe, and all steps and procedures to be completed before starting to attract potential partners for the Second Party's project. The Parties shall use reasonable efforts to finalise this Memorandum of Understanding within fifteen (15) days of the date of signing this Agreement. For the avoidance of doubt, the one-hundred-and-twenty (120) day period referred to in Clause One begins on the date of signing this Agreement and is not extended, paused, or otherwise affected by the time taken to finalise the Memorandum of Understanding.

Clause Four: After the Partnership

The Second Party acknowledges that the entry of the First Party as a silent partner entails no current or future financial obligations upon it, does not oblige it to participate in any capital increase, and that it has the right to exit and sell its share partially or wholly after granting the Second Party a right of first refusal within a period not exceeding sixty (60) days. The First Party is also entitled to use the logo of the Second Party's company on its official platforms.

Clause Five: The Role of the Investors Club

The Second Party acknowledges that the members of the Investors Club have previously approved rules and terms entitling the First Party to a percentage determined in accordance with the Investors Club's introduction fee schedule (a copy of which shall be made available to the Second Party upon request), or otherwise to be agreed amicably upon the entry of any member into the project. The First Party shall be responsible for disclosing this entitlement directly to any prospective partner it introduces through the Investors Club, before the commencement of negotiations with that partner. The Second Party undertakes to reasonably facilitate such disclosure and shall not conceal or omit reference to it during negotiations. For the avoidance of doubt, this Clause Five is optional: it applies only where a Club Member independently invests capital into the Second Party's company, and it creates no obligation on, or cost to, the Second Party where no such Club Member investment occurs.

Clause Six: Advertising and Media Support

The Second Party is entitled to receive an integrated advertising and media support package provided by the First Party (or through its affiliates) for a period of three (3) months from the date of signing the Agreement, separate from and additional to the equity referred to in Clause One, with an estimated value of thirty thousand Saudi Riyals (SAR 30,000) including VAT.

This package is granted to the Second Party as an added-value benefit by default upon signing this Agreement, free of charge, and regardless of whether the target investment referred to in Clause One is ultimately secured. It does not constitute payment for, or consideration in exchange for, any obligation of the Second Party, and creates no financial liability of any kind on the Second Party, whether or not the 20% Threshold is met.

These services are provided to the Second Party free of charge throughout the three (3) month period, starting from the effective date of this Agreement. Should the Second Party wish to continue after the end of the aforementioned period, it may benefit from the services covered by the Agreement at special preferential rates to be agreed between the two parties. If no investment has been secured by the Second Party through the First Party's efforts within the one-hundred-and-twenty (120) day period referred to in Clause One, neither party shall have any obligation toward the other under this Agreement, and this Agreement shall be deemed terminated, consistent with Clause One.

Clause Seven: Undertaking of the Second Party and Legal Liability

If the Second Party delays or refrains from admitting the First Party as a partner within thirty (30) days from the date on which the 20% Threshold has been met and the corresponding capital received, the First Party shall have the right to resort to the competent authorities to claim its rights.

The Second Party further acknowledges the accuracy of all data provided and bears full legal liability, at the level of the Second Party's company only and not extending personally to its founders, officers, or shareholders, should the contrary be proven. It undertakes to transfer the profits due to the First Party — calculated and distributed in proportion to the First Party's shareholding percentage in the Second Party's company, in accordance with the company's approved profit distribution policy and the timeline set out in the Memorandum of Understanding referred to in Clause Three — and to enable the First Party's financial representative to review the financial statements on a quarterly basis.

For the avoidance of doubt, this Agreement constitutes a silent strategic partnership: the First Party's undertaking is to narrow the Second Party's financing gap and to provide the supporting benefits described in this Agreement (including marketing exposure under Clause Six and, where needed, office space), and does not constitute a financial guarantee of any kind by either party to the other.

Clause Eight: Confidentiality and Non-Disclosure

Both parties undertake to maintain the confidentiality of information and not to disclose it during or after the termination of the Agreement. This covers all data, information, and intellectual property rights, together with an undertaking not to compete for a period of twenty-four (24) months following the termination or expiry of this Agreement, within the Kingdom of Saudi Arabia, and solely in respect of ventures directly competing with the Second Party's core business as described in the Preamble, on the basis of the information exchanged.

Clause Nine: Liability for Breach and Dispute Resolution

In the event of any dispute, the parties shall seek to resolve it amicably. If that is not possible, the matter shall be referred to the Commercial Court in Riyadh for adjudication in accordance with the applicable regulations.