AGREEMENT NUMBER : DB-L2L-AVANTULO & __________-100B-29-04-2024

TRANSACTION CODE :
DATE : April 29th, 2024.

PARTNERSHIP AGREEMENT
FOR INVESTMENTS VIA LEDGER TO LEDGER CASH TRANSFER
AGREEMENT №: DB-L2L-AVANTULO-PT-100B-29-04-2024

THIS AGREEMENT FOR DELIVERY OF CASH FUNDS FOR INVESTMENTS (HEREINAFTER REFERRED TO AS THE
"AGREEMENT"), WITH TRANSACTION CODE: XXXXXXXXXXXXX, BECOMES LEGALLY EFFECTIVE AS OF Friday, May
24, 2024, WHICH IS ENTERED INTO BY AND BETWEEN THE FOLLOWING PARTIES:

COMPANY NAME: AVANTULO S.A.

COMPANY ADDRESS: Avantulo Towers I, Ii, Ii & Soho Centre Calle 50, Bank District – Panama City, Panama
REGISTRATION №: 155653676 / Incorporates on August 11, 2017
REPRESENTED BY / TITLE: Mr. Francis Anthony Jankauskas/CEO / DIRECTOR
PASSPORT Nº: HB504392
DATE OF ISSUE: 27.10.2014
DATE OF EXPIRY: 27.10.2024
PLACE OF ISSUE: CANADA
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS: Taunusanlage 12, 60323, Frankfurt am Main, Germany
CLIENT NAME: AVANTULO S.A.
IBAN: DE60 5007 0010 0361 9822 44
SWIFT CODE: DEUTDEFFXXX
BANK OFFICER NAME 1 / PIN: MR. BERND GAEGER / SENIOR COMPLIANCE OFFICER / PIN: 04582
BANK OFFICER NAME 2 / PIN: MR. MARCUS HOLZHAUSER / FINANCIAL OFFICER / PIN: 39774
BANK OFFICER'S PHONES: +49 699 1000 / +49 699 103 4225
BANK OFFICER'S E-MAILS: [email protected] / [email protected]

WITH FULL LEGAL AND CORPORATE AUTHORITY TO SIGN THIS AGREEMENT, HEREINAFTER REFERRED TO AS
THE "PARTY-A" OR THE “INVESTOR”.
AND
COMPANY NAME:
COMPANY ADDRESS:
COMPANY REG. NO.:
REPRESENTED BY:
TITLE:
PASSPORT NUMBER:
PASSPORT ISSUE DATE:
PASSPORT EXPIRY DATE:
BANK NAME:
BANK ADDRESS:
SWIFT CODE (BIC) :
IBAN :
ACCOUNT NAME
BANK OFFICER:
BANK OFFICER PHONE :
BANK OFFICER EMAIL:

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WITH FULL LEGAL AND CORPORATE AUTHORITY TO SIGN THIS AGREEMENT, HEREINAFTER REFERRED TO AS
THE "PARTY-B" OR THE “PARTNER”.

Hereinafter REFERRED AS PARTIES jointly referred to as the “PARTIES”.

WHEREAS, the PARTIES join and bind together, for mutual benefit and protection and mutually recognize the
financial benefit for both parties concerned, therefore conclude the present Agreement for the
purpose of joint activity for receiving income through (but not limited to) financial operations and
other transactions, using financial bank operation and/or other possibilities for financing/raising
funds, investments or documentary operations organized and arranged from PARTY-B for the
purposes of the joint financing of projects.

WHEREAS, the INVESTOR is entitled and is ready and able to invest good, clean, clear, and of non-criminal
origin funds into various PROJECTS and the PARTNER are ready and able to receive and to accept
these Investment funds in EUR for the use of projects under the guidelines set forth herein.

NOW, THEREFORE, in consideration of the premises and 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:

1. SUBJECT AND PURPOSE OF AGREEMENT

1.1. Under present Agreement Parties have agreed that INVESTOR is willing to invest via L2L CASH TRANSFER to
the above-named PARTNER the agreed amount of investment on Foreign Direct Investment Act, Alternative
Investment Funds, Collective Investment Scheme Act of European Union. The Amount of Investment funds is
subject of Appendices of the present agreement.
1.2. Places of Business - As the PARTNER may locate its place or places of business at any place or places as he
must determine and identify to the INVESTOR. The initial places of business shall be at its principal office
location.

2. CAPITAL CONTRIBUTION
2.1. The INVESTOR grants investment under the procedure (§5) of the present Agreement to the PARTNER for Re-
Distribution and financing of future’s projects
2.2. The INVESTOR hereby warrants and assures to PARTNER 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, М0, clean, and cleared, of non-criminal or terrorist origin and totally free of
any encumbrances, costs, charges, liens, litigation, mortgages, taxes of any kind or nature whatsoever.
2.3. The INVESTOR hereby irrevocably agrees to transfer the investment funds via L2L CASH TRANSFER, and the
tranches of the Investment Funds to be transferred to the PARTNER bank accounts details designated herein.
2.4. The full amount will be transferred in one, two or more agree tranches. The time of transfer of each tranche
must be agreed separately.
2.5. Each tranche of Investment under the present Agreement will be transferred to the above stated bank
accounts of the PARTNER via L2L CASH TRANSFER from the INVESTOR’s bank
2.6. The PARTNER will manage the investments funds on behalf of the INVESTOR as the terms of this Agreement.
2.7. After each transfer of funds into each separate INVESTOR´s Projects, the PARTNER immediately provides a
copy statement of his account to the INVESTOR to verify the acceptance of the funds for the investment.

3.RIGHTS AND OBLIGATIONS OF THE PARTIES

THE INVESTOR IRREVOCABLY UNDERTAKES TO:
3.1. Grant to the PARTNER Investment in amount and on conditions specified above and if it necessary in the
Appendixes of the present Agreement
3.2. Make transfer of Investment from clean and clear cash funds of non-criminal origin, free of liens and
encumbrances via L2L CASH TRANSFER VIA SPECIAL IP CODE SERVER.

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3.3. Control the usage of Investment funds.

3.4. With the transfer of the investment funds into the Receiving Bank Account determined by PARTNER and the
provision of the security pass codes in each separate tranche, the obligations of the INVESTOR under this
contract are considered fulfilled.

THE PARTNER IRREVOCABLY UNDERTAKES TO:

3.5. To provide the contract to the PARTNER's Bank and to organize the unimpeded receipt of the Investment
Funds.
3.6. Receive and accept Investment sent by the Investor in accordance with the terms of present Agreement.
3.7. In any and every case, do not use directly or indirectly the Investment funds for all and any illegal activity,
including but not limited to weapons and warfare trade, illegal drug trade, criminal and/or terroristic
activity, slavery, piracy etc.

4. LEDGER TO LEDGER PROCEDURE EXPOSITION

4.1. It is a cash internal swap operated by Deutsche Bank itself. By Ledger-to-Ledger internal swap transfer,
operated for sending payments till the receiver’s floating balance followed by adding security pass codes
(Link & Channel Codes) that has to be actively inputted/digitized from receiver's bank officer (to be aware
and accept the incoming cash funds) for posting in the commercial account of the beneficiary and
consolidation the incoming cash funds. A direct Bank Officer to Bank Officer written communication is
available by internal Bank chat screen in case of technical and mode incompatibility.

TRANSACTION’S DESCRIPTION :

CURRENCY: EURO
TYPE OF FUNDS: M0 ON LEDGER TO LEDGER CASH FUNDS
TYPE OF TRANSFER: LEDGER TO LEDGER CASH M0
TOTAL AMOUNT: €100,000,000,000.00 (ONE HUNDRED BILLION EURO) WITH R&E
FIRST TRANCHE:
SECOND TRANCHE:
SHARE RATIO: IMPFA AND BANK ENDORSED PGL
INVESTOR’S BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS: TAUNUSANLAGE 60254 12 FRANKFURT AM MAIN GERMANY
DISBURSEMENT: WIRE TRANSFER MT- 103/202

This Agreement FOR PROJECTS FINANCING is executed by LEDGER-TO-LEDGER TRANSFER, the funding attribute.
When the funds arrive at the receiving bank, Subject to the official inspection of the receiving bank, if non with the
attribute of funds, the PARTNER and the PARTNER’s Bank have the right to choose to continue to settle or refuse to
settle or return or renegotiate the ratio with Sender

5. TRANSACTION PROCEDURE:

5.1. PARTY-A AND PARTY-B ARE DRAFTING, SIGNING AND SEALING THIS INVESTMENT AGREEMENT, WHICH
AUTOMATICALLY BECOMES A COMPLETE COMMERCIAL RETURN AGREEMENT
5.2. THE BANK EMPLOYEE OF PARTY B REGISTERS THE AGREEMENT WITH THE BANK, THE BANK
EMPLOYEE OF PARTY A CHECKS THE CONFIRMATION OF REGISTRATION OF THE AGREEMENT
5.3. THE BANK DIRECTOR OF PARTY A INVITES THE BANK DIRECTOR OF PARTY B BY AUTHORIZED EMAIL
ON WINDOWS TIME FOR FOLLOW-UP COMMUNICATION AND WORK ON THIS TRANSACTION

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5.4. THE BANK OFFICER OF PARTY-B CONTACTS THE BANK OFFICER OF PARTY-A AND CHECKS WITH THE
DIRECTOR OF THE BANK OF PARTY-A THE AVAILABILITY OF FUNDS IN THE BOOK (FOLDER M0) AND HIS
WILLINGNESS AND READINESS TO CONDUCT THE CENSUS.
5.5. THE MANAGER OF THE BANK OF PARTY B, IN ACCORDANCE WITH THE REGISTERED AGREEMENT,
ISSUES THE TEXT OF THE PAYMENT GUARANTEED LETTER (PGL) APPROVED BY THE BANK SEPARATELY
FOR EACH TRANCHE IN ACCORDANCE WITH THE IRREVOCABLE MASTER AGREEMENT FOR THE
PROTECTION OF REMUNERATION EXPECTATIONS (IMFPA) AND ALL REINVESTMENT AGREEMENTS TO
PARTY-A'S BANK.
5.6. PARTY-A BANK EMPLOYEE CHECKS THE TEXT OF THE BANK APPROVED PAYMENT GUARANTEE
LETTER (PGL) SEPARATELY FOR EACH TRANSFER IN ACCORDANCE WITH IMFPA AND ALL REINVESTMENT
AGREEMENTS FROM PARTY-B BANK EMPLOYEE.
5.7.AFTER THIS, THE BANK EMPLOYEES OF THE PARTIES CARRY OUT A CENSUS OF FUNDS THROUGH THE
BOOK IN AN AGREED AMOUNT FROM PARTY A’S ACCOUNT TO PARTY B’S ACCOUNT WITHOUT PROVIDING
PARTY B WITH FINAL CODES FOR TRANSFERRING FUNDS TO PARTY B’S BANK ACCOUNT .
5.8 THE MANAGER OF THE BANK OF PARTY B, IN ACCORDANCE WITH THE REGISTERED AGREEMENT AND
THE BANK OF PARTY A, ISSUES A PAYMENT GUARANTEED LETTER (PGL) APPROVED BY THE BANK
SEPARATELY FOR EACH TRANCHE IN ACCORDANCE WITH THE IRREVOCABLE MASTER AGREEMENT M ON
FEE PROTECTION (IMFPA) AND ALL REINVESTMENT AGREEMENTS.
5.9. AFTER RECEIVING PARTY-B’S BANK-APPROVED PAYMENT GUARANTEE LETTER (PGL), PARTY-A
PROVIDES FULL SCREENSHOTS OF LOADED NET FUNDS WITH OPEN CODES FOR TRANSFERING FUNDS TO
PARTY-B’S BANK ACCOUNT.
5.10. WITHIN THREE (3) DAYS, PARTY-B'S BANKING OFFICER WILL DISTRIBUTE FUNDS FOR
REINVESTMENT PURPOSES IN ACCORDANCE WITH THE IRREVOCABLE MASTER FEE PROTECTION
AGREEMENT (IMFPA) TO THE BANK ACCOUNTS DESIGNATED BY PARTY-A ACCORDINGLY SUBJECT TO THE
TERMS OF THIS AGREEMENT AND UNDER ALL REINVESTMENT AGREEMENTS.
5.11. ALL SUBSEQUENT TRANCHES WILL BE COMPLETED IN ONE PROCEDURE.TRANSACTION PROCEDURE

BANKING. POWERS OF BANKING OFFICIALS.

THE PARTIES ACKNOWLEDGE THAT THE RELEVANT BANK OFFICIALS HAVE FULLY KNOWLEDGE OF THE TRANSACTION
PROCEDURE AND ARE READY TO COMPLY WITH THE TERMS AND CONDITIONS OF THE BANK, AND ALSO ACKNOWLEDGE THAT
THESE BANK OFFICIALS SHOULD MANUALLY AUTHORIZE AND WAY TO PERFORM ALL PROCEDURAL OBLIGATIONS UNDER THIS
AGREEMENT.

6. NON-SOLICITATION
6.1. The PARTNER hereby confirms and declares that the INVESTOR (Sender), its shareholders, associates,
representatives, any person or persons on its behalf, have never solicited him, its shareholders, associates
and representatives in any way whatsoever that can be construed as a solicitation for this or any future
transaction.
6.2. Any delay in or failure of performance by either Party of their respective obligations under this Agreement
shall constitute a breach here under and will give rise to claims for damages if, and to the extent that such
delays or failures in performance are not caused by an event of Force Majeure circumstance beyond the
control of such party.
6.3. The term of "Beyond the Control of Such Party”, include Act of War, Rebellion, Fire, Flood, Earthquake and
other natural disasters, or any other cause not within the control of such party or which is by exercise of
reasonable diligence the party is unable to foresee or prevent or remedy.

7. REPRESENTATIONS AND WARRANTIES

7.1. REPRESENTATIONS, ORGANIZATION: Each Party 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

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Agreement, to perform its obligations here under and conduct the present business of the Investment
Program and to develop projects as mutually agreed herein.
7.2. ENFORCE ABILITY: This Agreement constitutes the legal, valid and binding obligation of such party
enforceable in accordance with its terms.
7.3. PARTY-B / PARTNER’S STATEMENT: PARTY-B hereby irrevocably confirms and guarantees with full
corporate, personal and legal responsibility under penalty of perjury, that have already all the needed
authorizations of receiver country banking and monetary and governmental authorities to perform as
qualified general tender developer for this commitment contractual transaction.
7.4. CONSENTS AND AUTHORITY: No consents or approvals are required from any governmental authority or
other person for it to enter into this Agreement. All actions 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 and granted.
7.5. 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 nor contravene the provisions of its
organizational documents, nor any other agreement or instrument by which it or its properties or assets are
bound by any law, rule, regulation, order or decree to which it or its properties or assets are-subject.
7.6. PARTIES AFFIDAVIT: Both Parties confirm that they have been afforded the opportunity to seek and rely
upon the advice of its/their own attorneys, accountants, and other professional advisers in connection with
the execution of this Agreement. In addition, both Parties understand and accept the whole content of the
present Agreement and shall honor its written conditions.

8. MISCELLANEOUS NOTICE(S) AND WARRANTIES

8.1. Modifications, amendments, addendum and/or extensions to the present transaction/contract, if any, shall
be executed by the two (2) authorized signatory Parties, respectively. Such document/agreement, when
signed and referenced to this agreement, whether received by mail or facsimile transmission, as well as all
and any facsimile, e- mail or photocopies of the true original documents certified by both Parties hereto
and/or Public Notary, shall be considered as an original, both legally binding and enforceable for the term of
this Agreement.

9. SPECIFIC PERFORMANCE AND OTHER RIGHTS

9.1. The Parties recognize that several of 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.

10. PRIOR AGREEMENTS, CONSTRUCTION AND ENTIRE AGREEMENT

10.1. This Agreement, including the Exhibits and other documents referred to herein (which form a part hereof),
constitutes the entire agreement of 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.
In the event of any conflict between the provisions of this Agreement and those of any Joint Ventures
Agreement, the provisions of the applicable Joint Venture Agreement shall control.

11. AMENDMENTS
11.1. This Agreement may not be amended, altered, or modified except upon the unanimous by instrument in
writing and signed by each of the PARTIES.

12. SEVERABILITY
12.1. 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, but 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 such terms and provisions.

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13. COUNTERPARTS
13.1. 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.

14. APPLICABLE LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Paris. The Parties
consent to the exclusive jurisdiction of the Paris shall be preceded with the according to the principal of the
ICC, with any civil action concerning any controversy, dispute or claim arising out of or relating to this
Agreement, or any other agreement contemplated by, or otherwise with respect to, this Agreement or the
breach hereof, unless such court would not have subject matter jurisdiction thereof, in which event the
parties consent to the jurisdiction of the ICC as above indicated. The Parties hereby waive and agree not to
assert in any litigation concerning this Agreement the doctrine of forum non-convenient.

15. TAXES
15.1. All Parties are liable for their corporate/ individual taxation in the relevant jurisdiction(s).

16. WAIVER OF JURY TRIAL

16.1. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any legal action or
proceeding relating to this agreement and for any counterclaim therein.

17. ARBITRATION
17.1. 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 according to the principal of the ICC as above indicated. Where judicial
resolution is not thereby achieved, this matter shall be settled by the ICC itself and the decision of which all
Parties shall consider to be final and binding. No State court of any nation shall have subject matter
jurisdiction over matters arising under this Agreement.

18. SURVIVAL
18.1. 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.

19. HEADINGS
19.1. 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.

20. CURRENCY
20.1. Any exchange of funds between the INVESTOR and the PARTNER shall be made in the same currency in
which the Sender transferred the investment funds. In addition, all calculations, and procedures pursuant to
this Agreement, and any joint venture agreement directly or indirectly related to this transaction, shall be
based on ICC regulations in Paris, France.

21. DISPUTES
21.1. Disputes and the disagreements arising at the Contract execution, whenever possible, should be solved by
negotiations between the Parties.
21.2. Should no AGREEMENT be reached by the parties, any claim shall be brought for final settlement before the
arbitrage and by one (or more) arbitrator (s) appointed in accordance with ICC rules. The arbitrators ruling
shall be binding and without recourse in the parties. Place of arbitration: Zurich, Switzerland.

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22. CHOICE OF LAW

The Parties have agreed that before to address to any international Court, they will try to look for solutions to
conflict of interests and misunderstandings thru negotiations process. In this case, Parties, have agreed that
International Centre for Settlement of Investment Disputes The establishment in 1965 of the International Centre
for Settlement of Investment Disputes (ICSID) will be first stage for any legal dispute under the present Investment
Agreement, as Discussions on the standard of investment protection in multilateral fora.
The Parties mutually confirm that, the ICSID is not a permanent arbitral tribunal; rather it provides a legal and
organizational framework for the arbitration of disputes between Partner and Investor(s) who qualify as nationals
of other Partner. The ICSID Convention makes the agreement to arbitrate an investment dispute before the ICSID a
treaty obligation.
Arbitration under the ICSID is subject to four conditions:
(1) the parties must have agreed to submit their dispute to dispute settlement under the ICSID;
(2) the dispute must be between a Partner to the ICSID (or a subdivision or agency of that state) and the
national of another Partner;
(3) the dispute must be a legal dispute; and
(4) the dispute must arise directly out of an investment made in the host Partner
Mutually confirm that International Court of Justice (ICJ) has played a minimal role in resolving foreign investment
disputes and in the development of jurisprudence on substantive standards of foreign investment protection, which
also can be used by Parties that to find solution to "conflict of interests "and misunderstandings, created within
realizing agreement's conditions

The Parties agree that also that this Agreement shall be deemed to have been executed, and shall be governed,
enforceable and construed in accordance with the laws of Switzerland. However, in the event when Lender and
Borrower are a legal entity in a country other than the country of the jurisdiction hereunder, or in which the
Borrower’s and Lender’s head office, securities and assets are domiciled, then Lender and Borrower nonetheless
submit to the jurisdiction of the Zurich/Switzerland Court and undertake to abide by their rulings.

23. CONFIDENTIALITY
(a) 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 ASSET OWNER and/or
its affiliates.
(b) 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, the Subsidiaries or Joint Ventures' Proprietary Information is disclosed of these obligations of
confidentiality.
(c) The Parties agree that the following information shall not constitute Proprietary Information under this
AGREEMENT: (i) Information available from public sources at any time before or after it is disclosed to a

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Party hereto by the other Party hereto; and (ii) Information obtained from a third Party who obtained such
information, directly or indirectly, from a Party other than a Party to this AGREEMENT; and (iii) 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.
(d) 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.

24. UNDERSTANDING OF AGREEMENT

Both Parties hereto have had a reasonable period sufficient to study, understand and consider this AGREEMENT;
they have had an opportunity to consult with counsel of their choice, to read this AGREEMENT and understand all of
its terms; so that they are entering into and signing this AGREEMENT knowingly and voluntarily, and that in doing
so, they are not relying upon any statements or representations by the other Party or its Officers, Employees, Agents
or Lawyers. FAX and scanned email receipt of the executed agreements are acceptable.

25. WAIVER AND SEVERABILITY

No provision of this AGREEMENT will be waived and no breach excused unless the waiver or consent is in writing
and is signed by the party that is claimed to have waived or consented. If any provision of this AGREEMENT is
determined to be invalid or unenforceable, in whole or in part, the remaining provisions will continue in full force
and effect as if the AGREEMENT had been executed without the invalid portion.

26. TERMS AND CONDITIONS

This Contract Is Valid for The Following Period: One (1) Year and One (1) Day.

27. FORCE MAJEURE

27.1. Force-major means all reasons and events, not dependent on any Party which reasonably it is impossible to
provide or avoid, and having place after the conclusion of the present AGREEMENT and if the reasons or
events prevent or detain carrying out of the obligations of one of the Parties under the present
AGREEMENT.
27.2. Any of the Parties does not bear responsibility before other Party for default of obligations under the
present AGREEMENT, caused by action of force major circumstances, i.e. extreme and unavoidable
circumstances under the given conditions, including the declared or actual war, civil excitements,
epidemics, blockade, embargo, fires, earthquakes, flooding and other natural disasters, and also the edition
of acts of the state bodies of the countries participants of the present AGREEMENT.
27.3. The circumstances releasing the Parties from the responsibility for full or partial default of the present
AGREEMENT should be certified by the appropriate competent organizations of the Parties.
27.4. The circumstances releasing the Parties from the responsibility for full or partial default of the present
AGREEMENT should be certified by the appropriate competent organizations of the Parties.
27.5. The circumstances releasing the Parties from the responsibility for full or partial default of the present
AGREEMENT should be certified by the appropriate competent organizations of the Parties. In case of
approach of force-major circumstances, the Parties will lead immediately consultations for development of
the common decision on this question.
27.6. If force major circumstances operate during 3 (three) consecutive months, the present AGREEMENT can be
terminated by any of the Parties by a direction of the notice in writing to the other Party.

28. EDT-ELECTRONIC DOCUMENT TRANSMITTAL & COUNTERPARTS

28.1. This AGREEMENT may be executed in multiple copies at different times and places, each being considered
an original and binding. All facsimile /electronic transmittal/communications, including electronic
signature, relating to this AGREEMENT and which are mutually accepted by the Parties, shall be deemed

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legally binding and enforceable documents for the duration of the transaction. And as applicable, this
AGREEMENT shall:

Incorporate U.S. Public Law 106-229, "Electronic Signatures in Global and National Commerce Act"
or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures
(2001);
Electronic Commerce Agreement (ECE/TRADE/257, Geneva, May 2000) adopted by the United
Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT);

29. ANTI – CORRUPTION TERMS

29.1. While performing their obligations under this AGREEMENT, the Parties, their affiliates, employees or agents
shall neither pay, nor offer, nor permit the payment of any funds or assets, directly or indirectly, to any
persons in order to influence the actions or decisions of such persons for the purpose of obtaining any
undue preferences or for other undue purposes.
29.2. While performing their obligations under the AGREEMENT, the Parties, their affiliates, employees or agents
shall not carry out any actions defined by the legislation applicable to the AGREEMENT as giving/taking a
bribe, corrupt business practices and actions violating the requirements of applicable legislation and
international acts on money laundering.
29.3. Each of the Parties hereunder shall desist from inciting the employees of the other Party in any way,
including by offering money or gifts, performing gratuitous work (services) for them and by other means
not named in this paragraph of making this employee captive and directing this employee to perform any
actions in favor of the inciting Party. The following shall be understood as an employee’s actions performed
in favor of the inciting Party:
Offering undue advantages compared to other contracting parties;
Providing any guarantees;
Accelerating existing procedures;
Any actions performed by the employee within the scope of his duties but contrary to the principles of
transparency and openness of relations between the Parties.
29.4. If any Party has suspicions that any of the anti- corruption terms have been or may be violated, said Party
shall notify the other Party of this in writing. After sending the written notice, the corresponding Party shall
be entitled to suspend performance of obligations hereunder until confirmation is received that no violation
has occurred or will occur. This confirmation shall be sent within 5 (five) business days from the sending
date of the written notice.
29.5. The Party shall refer in the written notice to the facts or provide materials that adequately confirm or give
grounds to believe that any provisions of these terms have been or may be violated by a contracting party,
its affiliates, employees or agents, which is expressed in any actions defined by the applicable legislation as
giving or taking a bribe, corrupt business practices and actions violating the requirements of applicable
legislation and international acts on money laundering.
29.6. The Parties to this AGREEMENT validate the anti- corruption procedures and shall monitor observation
thereof. In so doing, the Parties shall make reasonable efforts to minimize the risk of business relations with
contracting parties who may be involved in corrupt practices and shall provide mutual assistance to one
another to prevent corruption. The Parties shall also implement due diligence procedures to prevent risks
of the Parties being involved in corrupt practices.
29.7. The Parties acknowledge that their possible undue actions and violation of the anti-corruption terms of this
AGREEMENT may result in adverse consequences, from a downgrade of the contracting party’s reliability
rating to material constraints on interaction with the contracting party up to cancellation of this
AGREEMENT.
29.8. The Parties guarantee due examination of evidence presented in execution of this AGREEMENT, while
observing the principles of confidentiality and use of effective measures to eliminate practical difficulties
and prevent possible conflicts.
29.9. The Parties guarantee complete confidentiality in fulfilling the anti-corruption terms of this AGREEMENT
and the absence of adverse consequences for the petitioning Party as a whole and for specific employees of
the petitioning Party reporting evidence of violations.

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30. CONFORMITY WITH INTERNATIONAL REGULATIONS

The Parties declare to one another that the funds used in this transaction do not contravene any of the following
laws or any other illegal or criminal activity:
Intergovernmental the Drug Trafficking Act of 1986;
Intergovernmental the Criminal Act of 1988;
Intergovernmental the Prevention of Terrorism (Temporary Provisions) Act of 1989;
Intergovernmental the Criminal Justice (International Cooperation) Act of 1990;
Intergovernmental the Criminal Justice Act of 1993;
Intergovernmental the Anti-Terrorism Act, and the Patriot Act II and I.

31. MUTUAL OBLIGATIONS

PARTNER HAS OBLIGED TO USE the received the investment funds only for to finance THE LEGAL NON-MILITARY
PROJECTS within local and international norms, under Third Anti-Money Laundering Directive, accordance to the
ICC, UCC norms and rules. Investment funds, cannot be used under the trade for any personnel needs, military
purposes, buy-sell double standard strategic products.

 PARTIES MUTUALLY have obliged to realize the conditions of the present agreement accordance to the
Directive2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention
of the use of the financial system for the purpose of money laundering and terrorist financing, AND
Regulation No. 994/2007 on the transposition of Commission Regulation (EC) No 1287/2006 of 10 August
2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as regards record-
keeping obligations for investment firms, transaction reporting, market transparency, admission of financial
instruments to trading, and defined terms for the purpose of that Directive, also according to financial due
diligence under financial requests
 Due Diligence procedure accordance to the Basel Committee Principles INVESTOR undertakes to give the
agreed investment funds as WORKING CAPITAL, accordance to the contract obligations using its experience
and possibilities in the international monetary market within international financial operations norms
under the legal base of the present agreement. TERM OF WORKING CAPITAL WILL BE AGREED WITH
SEPARATELY CONTRACT AS AN INTEGRAL PART OF THE PRESENT AGREEMENT.

32. TERMINATION AND LIQUIDATION

The present Agreement comes into force as from the date of its signing by the Parties thereto, and shall stay valid
until complete fulfilment by Parties of their obligations hereunder. Upon mutual agreement of the Parties, this
Agreement can be extended for a mutually agreed borrowing period from twelve to maximum thirty six months
period, having the same terms and conditions as this Agreement, providing that all of the Parties hereof submit their
written request to the other Parties by no later Forty Five (45) working days prior to the expiry of this Agreement.

IN WITNESS WHEREOF, the undersigned Parties have read this document and have taken legal advice of its
legality, and after understanding the content of this AGREEMENT written in English language, by knowledge of the
language or by professional translation to the Party’s language, initialed all the pages of this AGREEMENT (including
its Annexes) and fully understand and agree that its execution constitutes an acceptance of all of its mutually
protective covenants, terms, conditions, procedures and is lawfully binding upon both Parties, their legal heirs,
successors, representatives and assigners.

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SIGNATURE PAGE

Two Parties hereby acknowledge that they have read and accepted the terms and conditions contained in this
AGREEMENT and by their initials on each page and signatures on this page hereby agree and acknowledge that it is
a criminal offence for either Party to fail to fulfil their obligations under the terms and conditions of this
AGREEMENT which they have voluntarily entered into and executed on This Friday, May 24, 2024

FOR AND ON BEHALF OF FOR AND ON BEHALF OF

“INVESTOR” “PARTNER”
1. COMPANY NAME: AVANTULO S.A.

2. REPRESENTATIVE BY: Mr. Francis Anthony Jankauskas

3. PASSPORT NUMBER: HB504392

4. DATE OF ISSUE: 27.10.2014

5. DATE OF EXPIRE : 27.10.2024

6. CITIZENSHIP : CANADA

7. DATE OF STAMP & SIGNATURE:

7. STAMP & SIGNATURE:

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INVESTOR’S PASSPORT COPY

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INVESTOR’S CERTIFICATE INCORPORATION

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PARTNER’S PASSPORT COPY

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DATE : April 29th, 2024.

PARTNER’S CERTIFICATE INCORPORATION

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“ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE”

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any
provisions of this Contract as applicable, this AGREEMENT shall be: 1 ) Incorporate U.S. Public Law 106-229,
‘‘Electronic Signatures in Global and National Commerce Act’’ or such other applicable law conforming to the
UNCITRAL Model Law on Electronic Signatures (2001) and 2) Electronic Commerce AGREEMENT (ECE/
TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic
Business (UN/CEFACT); 3) EDT documents shall be subject to European Community Directive Nº 95/46/EEC,
as applicable. Either Party may request hard copy of any document that has been previously transmitted by
electronic means provided however, that any such request shall in no manner delay the PARTIES from
performing their respective obligations and duties under EDT instruments.

ELECTRONIC SIGNATURE IS VALID AND LEGALLY BINDING

AS AN ORIGINAL IF TRANSMITTED IN SECURE AND CERTIFIED*. PDF FORMAT

*****THE END OF THE AGREEMENT*****

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