AGREEMENT №: MT103/1B-IMPSTS

TRANSACTION CODE: MT103/1B-IMPSTS /01 DATE: May 2, 2024

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PARTNERSHIP AGREEMENT FOR INVESTMENT AND FINANCIAL CO-OPERATION ON THE DELIVERY
OF CASH TRANSFER VIA SWIFT GPI MT103 UNDER
AGREEMENT №: MT103/1B-IMPSTS
This Partnership agreement on investment and financial co-operation (Here in after referred to as the Agreement), volume of investments:
€1,000,000,000.00 (ONE BILLION EUROS) WITH R&E are into this May 2, 2024, by and between the following parties:

PARTY- A – SENDER (INVESTOR)

COMPANY NAME BM Ventures Hong Kong Limited
COMPANY REGISTERED ADDRESS Unit 503, 5/FLOOR, Silvercord Tower 2, 30 Canton Road, Tsimshatsui, Kowloon, Hong
Kong, People´s Republic of China
COMPANY REGISTERED NUMBER 3112903
REPRESENTED BY/CORPORATE TITLE MR. Marko Kuckelt / President & CEO
PASSPORT NUMBER C4YLKX909
COUNTRY GERMANY
DATE OF ISSUE 26 APRIL 2017
DATE OF EXPIRY 25 APRIL 2027
BANK INSTITUTION NAME Commercial Development Bank AG
BANK ADDRESS University Street, Berkeley Square House, Berkeley Square, London W1J 6BD UNITED
KINGDOM
ACCOUNT NAME BM Ventures Hong Kong Limited
SORT CODE 05 03 03 CDMEGB21
ACCOUNT NUMBER 00003132
SWIFT CODE GPI CDMEGB21
EMAIL ADDRESS: uk.branch@bankcdb.uk
PHONE NUMBER TBA
HERE IN AFTER REFERRED TO AS THE” INVESTOR OR PARTY-A:”
AND
PARTY- B – RECEIVER (ADMINISTRATOR)
COMPANY NAME SOEMIN SAS – SQUARED FINANCIAL
REPRESENTED BY DIEGO FERNANDO GONZALEZ SANCHEZ
BANK NAME CITIBANK
TRANSFER REFERENCE MANAGER FOR CUSTOMER CODE SOEMIN SAS Nro. 114176-F61691
PASSPORT NUMBER AT593752
ENABLING CLIENTS FOR BANK TRANSFERS
BANK NAME CITIBANK

BANK ADDRESS CITIBANK CENTRE, 25 CANADA SQUARE, LONDON, UK

ACCOUNT NAME EQUALS – EUR – CLIENT MONEY

SWIFT: CITIGB2L

IBAN: GB95CITI18500811659456

CODE TRANSFER REFERENCE CLIENT Nro 115485-F61691

BANK OFFICER NAME: GIUSEPPE BATAGLIA

HERE IN AFTER REFERRED TO AS THE” RECEIVER OR PARTY-B:”

INVESTOR / PARTY A:

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AGREEMENT №: MT103/1B-IMPSTS
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Both together and individually here in after referred to as the "Parties", conclude an agreement of such content, here in after
referred to as the "Agreement":
WHEREAS the Parties hereto are desirous of entering into this Agreement for the purpose of developing own
investment projects contemplated herein for the mutual benefit only and not for other purposes whatsoever.

WHEREAS both Parties hereto warrant that the currencies to be transacted, for making the investments, are all good,
clean, and cleared funds of non-criminal origin, without any traces of illegality or unlawfulness whatsoever.

WHEREAS each Party hereto declares that it is legally empowered, and fully authorized to execute and accept this agreement, as
well as agrees to be bound by its terms and conditions under the penalty and other consequences.

WHEREAS Investor through its fiduciary bank, where the final agreements will be lodged in and assigned to, confirms
and warrants that it has the financial capacity of EURO-funds to transact under this Agreement.

WHEREAS the Parties hereto with full corporate responsibility, under the penalty of perjury, declare that they will
upon the execution of this Agreement complete the transaction contemplated herein, except on circumstances of force majeure
and government sanctions, if such appear. The parties hereto shall not be liable for any failure to perform under the “force
majeure” provisions of the ICC, Paris.

WHEREAS both Parties herein agree that each party has the full right to use and choose whatever company more
suitable to carry out this assignment, to successfully complete the present transaction.

1. SUBJECT OF AGREEMENT.

1.1. In accordance with the provisions of this Agreement and general principles and regulations of the management of the
financial resources the Investor instructs, and the “Partner” undertakes to manage investment plans accepted by parties and
invested by the Investor by this Agreement.
1.2. The Investor's financial resources made available to the “Partner” hereinafter referred to as the "Investments".

1.3.According to the laws of and for the execution of the Law of About the regime of foreign international investing for two
parties, the subject of this Agreement is a joint investment activity of the Partners, which is not connected with the creation of
new legal entities, on the following directions: industrial, mining, manufacturing & energy-related projects, real estate
development & construction projects, aircraft & airline projects, bank guarantees and medium-term notes and placements into
precious metals.

1.4. High Contracting "Parties", in order to strengthen bilateral friendly international relations are intended to cooperate in the
following make their own projects at the expense of their own funds and financial opportunities as well as attract involving
partners.

1.4.1. Promoting involvement in the real economy and private regional priority investment projects.

1.4.2. Promoting a balanced and sustainable growing system of financial support for projects and programs in priority areas.

1.4.3. Minimizing investment and commercial risks involved in the implementation of projects. And also, can carry out
reinvestment in the objects of the primary investment and other objects of investment and reinvestment.

1.5. Within, the Partner`s bank issues an unconditional EURO-funds SWIFT GPI MT103/ CASH (24) banking hour’s wire
transfer to the bank account to be specified from the Investor`s, in accordance with the following schedule of investments.

1.6. The Agreement is considered to be completed, only when the funds are directed to the account of the beneficiary-” Partner-
B” from the Investor -” Partner-B”, and the funds reached the receivers account and remained successfully for at least 24 hours.

INVESTOR / PARTY A:

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AGREEMENT №: MT103/1B-IMPSTS
TRANSACTION CODE: MT103/1B-IMPSTS /01 DATE: May 2, 2024
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2. PLANNING OF THE SWIFT MT103 CHAS TRANSFER.

FOR A TOTAL AMOUNT OF €1,000,000,000.00 (ONE BILLION EUROS) WITH R&E BY SWIFT MT103/ CASH TRANSFER
ON “URGENT: SAME DAY WIRE” TO WIRE TRANSFER SWIFT MT103/CASH TRANSFER account of (PARTNER- “Party B”) AS
FOLLOW:

ORDER OF FINANCING: DESCRIPTION OF INSTRUMENTS: MT103 (CASH TRANSFER)

TOTAL FACE VALUE: €1,000,000,000.00 (ONE BILLION EUROS) WITH R&E

FIRST TRANCHE: €1,000,000.00 (ONE MILLION EUROS ONLY)
SECOUND TRANCHE: €5,000,000.00 (FIVE MILLION EUROS ONLY)
THIRD TRANCHE: €27,000,000,00 (TWENTY-EIGHT MILLION EUROS ONLY)
FOURTH TRANCHE €47,000,000,00 (FORTY-SEVEN MILLION EUROS ONLY)
SUBSEQUENT TRANCHES: TO BE AGREED BY THE PARTIES
DELIVERY: WIRE TRANSFER SWIFT GPI MT103/CASH TRANSFER
DURATION OF PAYMENT: PAYMENT WITHIN 3 (THREE) BANKING DAYS AFTER DELIVERY AND BOOKING
OF SWIFT MT103/ CASH TRANSFER IN THE DEVELOPER’S BANK ACCOUNT.

TRANSFER INSTRUCTION THIS TRANSFER IS MEANT FOR BUSINESS INVESTMENT. ALL

TRANSFER INSTRUCTIONS SHALL STATE:
“FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY’S BANK.”
WHEREAS THE SHARING RATIO TO BE 40/40/10/10

INVESTOR / PARTY A:

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3. JOINT ACTIVITIES OF THE PARTIES.

3.1. We, the undersigned Parties, hereby with full legal and corporate responsibility, under penalty of perjury, confirm that the
Investor is ready, willing, and able the investments, and the Partner is ready to receive the investments and to make at the
mutually agreed terms and conditions hereof.

3.2. For realization of the investment programs the Parties bring the foreign investment in convertible currency during validity
hereof according to the schedule fixed by the Parties, agreed currency amounts and tranches which are reflected in additional
agreements hereto

3.3. The Parties can extend kinds and spheres of investment activity and if necessary, make the Additional agreements.

3.4. Addendum and changes may be brought to this Agreement by mutual agreement of the Parties, which are to be formed by
separate protocols, which, after the signing of “Parties”, are considered as an integral part hereof.

4. RIGHTS AND DUTIES OF THE PARTNERS.

4.1. Party A and Party B for the purposes of fulfillment hereof:

4.1.1. Develop investment activity for its economic and technical projects.

4.1.2. Conclude contracts, agreements, and other agreements necessary for the realization of their investment programs.

4.1.3. Acquire export-import quotas and licenses for the export and import of commodities and products.

4.1.4. Provide each other with all necessary legal, financial, and other documents, related to the fulfillment hereof.

4.1.5. Invest money in their projects during validity hereof according to their current legislation.

4.1.6. Carrie out economic activity to fulfill own investment programs, make debt liquidation on all kinds of expenses, payment
of commodities and services, transfer facilities for payment of salaries and other types of rewards, and cover all kinds of charges.

4.1.7. Attract other legal entities and individuals for the fulfillment of their investment programs under the present Agreement
at their sole decision.

4.1.8. Are to provide each other with necessary assistance.

4.1.9. Are to follow and observe the terms and conditions hereof.

4.1.10. Are obligated to keep in secret all business, technical, and commercial information related to implementation hereof.

4.1.11. Can invest additional investments during the validity period of the present Agreement, and also can carry out
reinvestment in primary investment projects and other investment and reinvestment objects.

4.2. The Party A for the purposes of fulfillment hereof:

4.2.1. Develops the directions of own investment activity with its economic and technical ground.

4.2.2. Concludes contracts, agreements, and other agreements necessary for the realization of its investment programs.

4.2.3. Acquires export-import quotas and licenses for export and import of commodities and products.

4.2.4. Provides Party B with all necessary legal, financial and other documents, related to the fulfillment hereof.
4.2.5. Can invest money during the validity of this Agreement according to the current legislation.

4.2.6. Carries out economic activity to fulfill own investment programs, makes debt liquidation on all kinds of expenses, payment
of commodities and services, get by each of the Parties, transfers facilities for payment of salaries and other types of rewards,
finance all kinds of charges.

4.2.7. Attracts other legal entities and individuals for the realization of the investment programs under the present Agreement.

4.2.8. Attracts investments and financial assets, including credit and loan facilities of residents and not residents aimed on the
execution of investment activity.

4.3. The Party B for the purposes of fulfillment hereof:

INVESTOR / PARTY A:

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4.3.1. Develops the directions of own investment activity with its economic and technical ground.

4.3.2. Concludes contracts, agreements, and or here agreements necessary for the realization of its investment programs.

4.3.3. Acquires export-import quotas and licenses for export and import of commodities and products.

4.3.4. Provides Party A with all necessary legal, financial, and other documents, related to the fulfillment hereof.

4.3.5. Can invest money during the validity of this Agreement according to the current legislation.

4.3.6. Carries out economic activity to fulfill own investment programs, makes debt liquidation on all kinds of expenses, payment
of commodities and services, got by each of the Parties, transfers facilities for payment of salaries and other types of rewards,
finance all kinds of charges.

4.3.7. Attracts other legal entities and individuals for the realization of the investment programs under the present Agreement.

4.3.8. Attracts investments and financial assets, including credit and loan facilities of residents and not residents aimed on the
execution of investment activity.

5. TOTAL VOLUME OF INVESTMENTS AND ORDER OF FINANCING

Investor’s currency: EURO.

TOTAL INVESTMENTS €1,000,000,000.00 (ONE BILLION EUROS). Now therefore in consideration as herein set out and in
consideration of the understanding, as well as of here good valuables purposes, the adequacy and receipt of which is hereby
acknowledged by Parties as follows:

Party A ready to start project financing in the volume and follows the agreed sequence.

Party A provides Party B with the funding necessary for implementation development projects through their own EURO
currency funds.

6. TARGETED USE OF THE FUNDS THEIR DISTRIBUTION.

6.1. Investment in the project’s construction of power plants and facilities for their provision.

6.2. Development of several companies to work with, in the field of exports and imports in Western and Eastern Europe etc.
Consulting services for the support and implementation of credit lines.

All the necessary documents on the distribution of funds will be an integral part of this Agreement and will be additions to
the granting of this Agreement

7. TRANSACTION PROCEDURES.

7.1. Party-B completes/signs/seals this Agreement and submits them to Party-A via e-mail, along with the compliance
documents, which shall include the following:

• Present Agreement, with all annexes.

7.2. Party-A verifies, approves, completes, and counter signs/seals his agreement, PARTY-A. PARTY-A hard copy contract and
puts his signature / SCANNING THE CONTRACT and sends by e-mail BOTH PARTIES in PDF format TO PLACE THE BANK (Hard
copies to be exchanged by courier service, if requested) which shall include the following:
• Present Agreement, with all annexes.

7.3. Each Party puts this Agreement in his nominated bank and notifies the Party through its authorized.

8. CONFIDENTIAL INFORMATION AND SECURITY.

8.1. In connection with the present Agreement, the Parties will provide each other with the information concerning the
designated fiduciary banks originating in writing by each Party and is designated as confidential which the Parties hereby agree
to treat as “confidential information”. The Parties understand and agree that any confidential information disclosed pursuant
to this Agreement is secret, proprietary, and of great value to each Party which value may be impaired if the secrecy of such
information is not maintained.

8.2. The Parties further agree that they will take reasonable security measures to preserve and protect the secrecy of such
“confidential information” and will hold such information in trust and not to disclose such

INVESTOR / PARTY A:

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information, either directly or indirectly to any person or entity during the term of this Agreement or any time following the
expiration or termination hereof; provided, however, that the Parties may disclose the confidential information to an assistant,
agent or employee who has agreed in writing to keep such information confidential and to whom disclosure is necessary for the
providing of services under this Agreement.

8.3. Separate introductions made through different intermediary chains may result in other transactions between the Parties
will not constitute a breach of confidential information, provided such new chains were not created for purposes of
circumvention of the first introducing chain. Copy and paste signatures are not allowed.

8.4. Agreement which is to transfer and organize the bank shall be transmitted in the form of scanned visa authorized signature.

8.5. Unauthorized bank communication: Neither Party is allowed to contact the bank of the other Party without the written
authorization for that of the Party whose bank is to be contacted. Any unauthorized contact act of either Party of this Agreement
is considered as a breach of this Agreement and shall cause this Agreement immediate cancellation, and transaction becomes
null and void.

9. CODES OF IDENTIFICATION.

The Parties agree that all documents related to the transactions bear the codes listed on page 01 of this Agreement and that
the said codes remain unchangeable within this Agreement duration, including all rollovers, extensions and additions.

10. COMMUNICATION.

10.1. Communication with banks will be limited to those between the Investor’s bank and Partner’s bank and only by between
authorized bank officers/representatives, including principals of the Investor and the Partner, in the course of completion of
this transaction. No communication by any other party is permitted without prior written consent of the named account
holders.

10.2. Any notice to be given hereunder from either Party to the other shall be in writing and shall be delivered by fax to the
telefax number or by e-mail-to-e-mail address of the respective Party as provided herein. The Parties agree that acknowledged
e-mail or telefax copies are treated as legally binding original documents.

E-mail copies, scanned and sent on e-mail as photos, of this Agreement and exchange of correspondence duly signed and/or
executed, shall be deemed to be original and shall be binding and are regarded as original and good for any legal purpose.

10.3. EDT- Electronic Document Transmittal & Counterparts: This Agreement may be executed in multiple copies at different
times and places, each being considered 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 legally binding
and enforceable documents for the duration of the transaction. 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);

● All electronically submitted documents shall be subject to the European Community Directive No. 95/46/EEC, as
applicable.

11. VALIDITY.

Once this Agreement is signed by both Parties the transaction shall begin within three (3) banking days or sooner,
excluding Saturdays and Sundays and any bank holidays.

12. FULL UNDERSTANDING.

12.1. The latest edition/signature of this Agreement, executed by each party in originals, represents the full understanding
between the Parties and supersedes all other undertakings, whether verbal or written. All statements and representations are
made without any omission of material fact and with full corporate and legal responsibility under penalty of perjury.

12.2. The Parties hereto accept that should the present Agreement partially or in full be found invalid or unenforceable
pursuant to judicial decree or by virtue of any international regulations related to bank confirmation of USD/EUR validity, this
Agreement shall be reconstructed upon mutual consent and agreement of both Parties to this commercial Agreement.

INVESTOR / PARTY A:

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12.3. Until the physical exchange of original hard copies, the acknowledged fax and/or e-mail copies of this Agreement shall be
deemed original.

12.4. The commission payable under this Agreement is to be distributed in accordance with the Irrevocable Fee Protection
Agreement.

13. ASSIGNMENT.

Each Party to this Agreement may assign this Agreement or its total or partial performance hereof to any other
company that assumes the obligations of the assigning party under the terms of the assignment. Formal notice of the
assignment shall be rendered to the other party to this Agreement expressly indicating there on the assignee's full contact
particulars.

14. TERM OF AGREEMENT.

This agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of
Liechtenstein, Switzerland, or any country of the European Union as it applies. And, said law shall govern the interpretation,
enforceability, performance, execution, validity and any other such matter of this Agreement, which shall remain in full force
and effect until completion of the said transaction and it is legally binding upon the Parties signatories, their heirs, successors
and assigns, agents, principals, attorneys and all associated partners involved in this Agreement/contract/transaction.

15. LAW AND ARBITRATION.

15.1. This Agreement is a full recourse commercial commitment enforceable under the laws of jurisdiction of the countries
where this transaction is effectuated, and any dispute is to be resolved under the ICC rules for arbitration.

15.2. All disputes and disagreements, which can arise during execution of the present agreement or in connection with it, will
be solved by negotiation between the Parties. In case the Parties will not come to the agreement, the disputes and
disagreements are to be settled by The London Court of International Arbitration (UK) made up by one arbitrator.

15.3. The Parties hereto acknowledge and agree that any discrepancy and/or dispute in application of this Agreement will be
solved amicably. If it is not possible, the arbitration procedure is to be followed.

15.4. This Agreement is intended to be performed in accordance with, and only to the extent permitted by all applicable laws
of jurisdiction, ordinances, rules and regulations. If any provision of this Agreement be considered invalid or unenforceable,
then, the reminder part of this Agreement shall not be affected (if agreeable by both Parties) and shall be enforced to the
greatest extend permitted by law.

16. PENALTY CLAUSE FOR NON-PERFORMANCE.

16.1. In the event that Party «A» fail to perform in this Agreement, once it’s being signed/sealed and the term of validity thereof
had expired and excluding any banks default or delays in processing wire transfers, the Party «A» in Default indemnifies and
guarantees to all present contractual parties a total penalty fee of (against an official claim and invoice) 2% (two percent) of the
face value of this Agreement.

16.2. The only party allowed to make a claim under this Agreement, if any, is either Party A or Party B. And, any claim must be
first proven by the Injured-Party and invoice settled by the Party-in-Default within 10 (ten) calendar days, or else the Injured-
Party can file a legal claim against Party-in-Default in any court of jurisdiction of their choice.

FURTHER MORE WE, THE UNDERSIGNED PARTIES, HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF
PERJURY AND FRAUD THAT THE INFORMATION PROVIDED BY US HEREIN IS ACCURATE AND TRUE, AND BY AFFIXING OUR
SIGNATURES/INITIALS/SEALS TO THIS AGREEMENT, WE ATTEST THAT OUR RESPECTIVE BANK-OFFICERS ARE FULLY
AWARE OF, HAVE APPROVED AND ARE READY PROCEED WITH THIS TRANSACTION.

For subsequent distribution companies will be coordinated by a separate annex to this Agreement which will form
an integral part to it.

INVESTOR / PARTY A:

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AGREEMENT №: MT103/1B-IMPSTS
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SIGNATURES OF THE PARTIES:

PARTY-A PARTY-B

I, MR. Marko Kuckelt / President & CEO HEREBY I,MR DIEGO FERNANDO GONZALEZ SANCHEZ Presidente &
SWEAR UNDER THE INTERNATIONAL LAWS OF PERJURY CEO HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF
AND FRAUD THAT THE INFORMATION PROVIDED BY ME PERJURY AND FRAUD THAT THE INFORMATION PROVIDED
HEREIN IS ACCURATE AND TRUE AND THAT I HAVE READ BY ME HEREIN IS ACCURATE AND TRUE AND THAT I HAVE
AND UNDERSTOOD THE FULL AGREEMENT. SIGNED AND READ AND UNDERSTOOD THE FULL
SEALED ON THE DATE INDICATED BELOW BY THE AGREEMENT. SIGNED AND SEALED ON THE DATE INDICATED
SIGNATURE. BELOW BY THE SIGNATURE.

INVESTOR / PARTY A:

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SENDER’S PASSPORT COPY (FOR PARTY “A”)

INVESTOR / PARTY A:

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SENDER’S COPY & CERTIFICATE OF INCORPORATION

INVESTOR / PARTY A:

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RECEIVER COPY & CERTIFICATE OF INCORPORATION Of PARTY “B”

INVESTOR / PARTY A:

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RECEIVER’S PASSPORT COPY

“ACCEPTED AND AGREED WITHOUT CHANGE”

INVESTOR / PARTY A:

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(Electronic Signature Is Valid And Accepted As Hand Signature)
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
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.
*** END OF DOCUMENT ***

INVESTOR / PARTY A:

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