AGREEM ENT Ns: RM P/XXX /r NVESTI SEP23 I Ot

DATE: JUN 03,2024

PARTNERSHIP AGREEMENT ON INVESTMENT

AND FINANCIAL CO-OPERATION NO.: RMP/XXX /INVEST/SEP23/01

MT1O3 WIRE CASH TRANSFER

This Partnership agreement on investment and financialco-operation (hereinafter referred to as the
AGREEMENT NO.: RMP/XXX /lnvest/Sep23107, volume of investments € 1,000.000.000.00 (ONE BlLtlON
EURO) with R&E. ROLLS AND EXTENSIONS, is entered into on this JUN 03,2024, by and between the following
parües:

r NVESTOR/SEN DER PARW- A r N FORMATI ON

COMPANYNAME: AVANTUTO S.A.

COMPANY REGISTRATION NO: 20051

COUNTRY OF REGISTRATION: PANAMA

AVANTULO TOWERS L,LI,11& SOHO CENTRE CALLE 50, BANK-

BUSINESS REGISTERED ADDRESS:
PANAMA CIry PANAMA
REPRESENTED BY: FRANCIS ANTHONY JAN KAUSKAS

PASSPORT NQ: H8504392

PLACE OF ISSUE: CANADA

DATE OF ISSUE: 27lfilz0L4

DATE OF EXPIRY: 27ltOl2O24

BANK NAME DEUTSCHE BANK AG

ACCOUNT NAME AVANTULO S.A.

ACCOUNT NUMBER/IBAN DE60s007001003519822rr4

SWIFTCODE DEUTDEFFXXX

BANK OFFICER CHRISTIAN SEWING

AGREEM ENT Ne: RMp/XXX /TNVEST I SEp23 I Ot
DATE: JUN 0t,2024

DEVELOPER/RECETVER PARTY-B I N FORMATTON :

Hereinafter referred to as the Partner or Pafi "8" on the other hand, both together and individually here in
after referred to as the "Parties" conclude an agreement of such content, hereinafter 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 clear funds of non-criminal origin, without any traces of illegality or unlawfulness whatsoever.
Whereas each Party hereto declares that it is legally empowered, 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 lnvestor through its fiduciary bank, where the final agreement will be lodge demands signed to,
confirms and warrants that it has the financial capacity of euro funds and 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 execuüon 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 lCC, 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.

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AGREEMENT Ne: RMp/XXX /TNVEST I SEP23 IOL
DAf,E: JUN 03,2024

1. Subject of Agreement:
1.1-. ln accordance with the provisions of this Agreement and general principles and regulaüons of the
management of the financial resources the lnvestor instructs, and the "Partner" undertakes to manage
investment plans accepted by parties and invested by Investor by this Agreement.
1.2. The lnvestor's financial resources made available to the "Partner" hereinafter referred to as the
"lnvestments".
1.3. According to the laws of and for 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 creaüon of new legalentities, on the following directions: investments in commercial sphere,
social, innovaüve projects etc.
1.4. The High Contracüng "Parties", to strengthen bilateral friendly internaüonal relations are intended to
cooperate in the following make own projects at the expense of own funds and financial opportunities as
well as attracüng involving partners.
1.4.1. Promoting involvement in the real economy, and private regional priority investment projects.
1.4.2. Promoüng 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, can carry out reinvestment in the objects of the primary investment and other objects of investment and
reinvestment.
1.5. lnvestor makes their material investments as reinvestment referring to Euro 1,000,000,000.00 (One Billion
Euro)
1.5. The Partner's bank issues an unconditional EURO-funds SWIFT MT103 within Seven (7) Days wire transfer to
the bank account to be specified from the lnvestor's, in accordance with the following schedule of
investments.
t.7. tor a total SWIFT DIRECT TRANSFER number of Euro 1,000,000,000.00 (One Billion Euro) by on "URGENT:
SAME DAY WIRE" to the "8" (Partner) as follow:

2. Planning of the SWIFT MT-103 cash Transfer

Descripüon of instruments SWIFT MT-103 CASH DIRECT TRANSFER and order of financing:

TOTAL VALUE AGREEMENT EURO 1,000,000,000.00 (oNE BtLLtoN EURo)

FIRSTTRANCHE: € 100,ü)0,000.00 (oNE HUNDRED M|LLION EUROS)

SECOND TRANCH € 100,000,000.00 (oNE HUNDRED MtLLtoN EUROS)
THIRD TRANCH: € 200,000,000.00 (TWo HUNDRED MttLtoN EUROSI
FOURTH TRANCH: € 200,000,000.00 (Two HUNDRED MttLtoN EURos)
SUBSEQUENT TRANCHES: AS AGREED BY PARTIES

DELIVERY SWIFT MT-103 CASH DIRECT TRANSFER

PAYMENTS FOR INVESTMENTS WITHIN SEVEN DAYS AFTER

DURATION OF PAYMENT:
BOOKING SWIFT MT1O3 IN PARTNER'S BANKACCOUNT
IT'S UNDERSTOOD THAT THE AMOUNT AND TIMING OF TRANCHES ARE
NOTE:
DEFINED IN THE PRESENT AGREEMENT
AGREEMENT Ne: RMP/XXX /TNVEST/SEP23/01
DATE: JUN 03,2024

3. Joint activities of the Parties:

3.1. We, the under signed Parties, hereby with full legal and corporate responsibility, under penalty of perjury,
confirm that lnvestor is ready, willing, and able for 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 converüble currency
during validity hereof according to the schedule fixed by the Parties, agreed currency amounts and tranches
which are reflected in additionalagreements hereto.
3.3. The Parties can extend kinds and spheres of investment acüvity and if necessarily 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 integral part
hereof.

4. Right and duties of the Parties:

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

4.1.1. Develop investment activity for its economic and technical projects.
4.1.2. Conclude contracts, agreements, and other agreements necessary for realization of their investment
programs.
4.1.3. Acquire export-import quotas and licenses for export and import of commodities and products.
4.1.4. Provide each other with all necessary legal, financial and other documents, related to the fulfilment hereof.
4.1.5. lnvest money in their own projects during validi§ hereof according to their current legislation.
4.1.6. Carry out economic activity to fulfil own investment programs, make debt liquidation on all kinds of
expenses, payment of commodities and services, transfers facilities for payment of salaries and other types
of rewards, cover all kinds of charges.
4.1.7. Attract other legal entities and individuals for the fulfilment of their investment programs under the present
Agreement at their sole decision.
4.1.8. Are to provide each other with necessary assistance.
4.L.9.4.L.9. Are to follow and observe the terms and conditions hereof.
4.1.10. Are obligated to keep a secret all business, technical and commercial information related to
implementation hereof.
4.7.tL. 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 fulfilment hereof:

4.2.1. Develops the direcüons of own investment activity with its economic and technical ground.
4.2.2.Concludes contracts, agreements, and other agreements necessary for realization of its investment
programs with Party B / Project Developer.
4.2.3. Acquires export-import quotas and licenses for export and import of commodiües and products.
4.2.4. Provides Party-B with all necessary legal, financial and other documents, related to the fulfilment hereof.
4.2.5. Can invest money during validity of this Agreement according to the current legislation.
4.2.6. Carries out economic activity to fulfil own investment programs, makes debt liquidation on all kinds of
. expenses, payment of commodiües and services, got by each of the Parties, transfers faciliües for payment
of salaries and other types of rewards, finance all kinds of charges.
4.2.7. Altracts other legal entiües and individuals for realizaüon of the investment programs under the present
Agreement.
AGREËMENT Ne: RMP/xxx /lNvEST/sEP,l3l01
DATE: JUN 03,2024

4.2.8. Attracts investments and financial assets, including credit and loan facilities of residents and not residents
aimed on execution of investment acüvity in other countries.

4.3. The Party-B for the purposes of fu!filment hereof:

4.3.1. Develops the directions of own investment activity with its economic and technical ground.
4.3.2. Concludes contracts, agreements, and other agreements necessary for realization of its investment
programs with the Party A - lnvestor and other partners and associated companies in other countries.
4.3.3. Acquires export-import quotas and licenses for export and import of commodiües and products for p§ect
implementations.
4.3.4. Provides Party-A with all necessary legal, financial and other documents, related to the fulfilment hereof.
4.3.5. Can invest money during validi§ of this Agreement according to the current legislation.
4.3.6. Carries out economic activity to fulfil own investment programs, makes debt liquidation on all kinds of
expenses, payment of commodities and services, Sot 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 realization of the investment programs under the present
Agreement.

5. Total volume of investments.

lnvestor's currency: EURO.

Total investment amount: € 1.üX).0ü1.ür0.00 (ONE BlttlON EUROSI with R&E. ROLI.S AND EXTENSIONS.

Now therefiore in consideration as herein set out and in consideraüon of the understanding, as well as of here
good valuables purposes, the adequacy and receipt which share by askew ledge by Parties as follows: Party- A
ready to start project financing in the volume and follows the sequence:

Party-A provides Pafi-B with funding necessary for implementation development projects through their own
euro currency funds.

6. Targeted use of funds their distribution.

6.1. lnvestments under this Agreement provides investors with partners to fund commercial p§ects under Partner
Company, at the initial stage financing fior the purchase of land, purchase of office space, office furniture and material
& equipment, computer and office equipment, official vehicles, the payment of wages to employees of the Company
partner to develop construction documents and other legal issuel the repayment of debts and obligations of the
partners, as well as for financing the costs of raising additional investments by issuing the appropriate bank guarantees
and other securities necessary for the successful implementation of the P§ect partner.

6.2. Purpose of the lnvestment is construction of real estate in Western and Eastern Europe.

7. Transaction prooedures:

7.1. Party-B completeslsigns/seals this Agreement and submits them to Party-A Mandate via e-mail, along with
the compliance documents, which shall include the following:
- Present Agreement, with all annexes.
- Copy of the authôrized signatory's passport.
AGREEM ENT Ns : RM P/XXX /r NVEST/SEP23I 01.
DATE: JUN 03,2024

7.2. Party-A verifies, approves, completes and counter signs/seals this Agreement, and forwards the whole
package along with its compliance documents to mandate Party-A.

PARTY-A of mandate is to do hard copies contract a put his signature / scanning the Agreement and sends by e-
mail BOTH Parties in PDF format to place the bank by e-mail (Hard copies to be exchanged by courier service, if
requested)which shall include the following:
- Present Agreement, with all annexes.
- Copy of the authorized signatory's passport.

7.3. Each Party puts this Agreement in his nominated bank and notifies the Par§ through its authorized.
7.4. After transmission copy, SWIFT MT103 referring to presented Agreement by agree tranches of total amount
Euro 1,000,000,000.00 (ONE BILLION EUROS) lnvestort bank issues an unconditional Euro funds SWIFT MT-103
CASH TRANSFER within Seven Days wire transfer to Partner's bank, in accordance with the following schedule of
investments.

8. Confidential information and security:

8.1. ln connection with present Agreement, the will provide the each other with the informaüon
Parües
concerning the designated fiduciary banks originating in writing by each Pafi and is designated as
confidential which the Parties hereby agree to treat as 'tonfidential 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 informaüon is not
maintained.
8.2. The Parties further agree that they will take reasonable security measures to preserve and protect the
secrecy of such 'tonfidential information" and will hold such information in trust and not to disclose such
information, either directly or indirectly to any person or entity during the term of this Agreement or any
time following the expiraüon or terminaüon hereof; provided, howeve4 that the Parties may disclose the
confidential information to an assistant, agent or employee who has agreed in writing to keep such
informaüon confidenüal 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 consütute a breach of confidenüal informaüon, provided such new chains were
not created for purposes of circumvenüon 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 Rgreement and shall cause this Agreement
immediate cancellation, and transaction becomes nulland void.

9. Codes of identification:
9.1. The Parties agree that all documents related to the transactions bear the codes listed of this Agreement
and that the said codes remain unchangeable within this Agreement duraüon, including all rollovers,
extensions a nd additions.

10. Communication:
10.1-. Communication with banks will be limited to those between the lnvestor's bank and Partner's bank and
only by between authorized bank officers/representaüves, including principals of the lnvestor and the
Partner, during completion of this transaction. No communication by any other party is permitted without
prior written consent of the name accountholders.
AGREEMENT Ne: RM P/Xxx /lNvE§T/sEPz3 I OL
DATE: JUN 03,2024

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, scânned and sent on e-mail as photo, of this §reement 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 Docu ment Tra nsmitta I & Counte rpa rts:
This Agreement may be executed in multiple copies at different ümes and places, each being considered an
original and binding. All fucsimile /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. And as applicable, this Agreement shall:
r lncorporate U.5, 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 (200U;
. Electronic Commerce Agreement (ECE/TRADEl257, Geneva, May 2000) adopted by the United Nations
Centre for Trade Facilitation and Electronic Business (UN/CEFAC[);
. All electronically submitted documents shall be subject to the European Communiÿ Directive No.
95 I 46|EEC, as applicable.

11. Validity:
Ll.L. Once this Agreement is signed by both Parties the transaction shall begin within Seven (7) banking
days or sooner, excluding Saturdays and Sunday and any bank holidays.

12. Full understanding:

LZ.t. 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.
L2.2. 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 regulaüons related to bank
confirmation of USD/EUR validity, this Agreement shall be reconstructed upon mutualconsent and agreement of
both Parties to this commercial Agreement.
L2.3. Until the physical exchange of original hard copies, the acknowledged fax and/or e-mail copies of this
Agreement shall be deemed original.
t2.4. The commission payable under this Agreement is to be distributed in accordance with the lrrevocable
Fee Protection Agreement.

13. Assignment:
13.1. Each Party to this Agreement may assign this Agreement or its total or partial performance hereof to
any other company which assumes the obligations of the assigning party under the terms of the assignment.
Formal noüce of the assignment shall be rendered to the other pafi to this Agreement expressly indicaüng there
on the assignee's full contact particulars.

14. Term of Agreement:

14.L, This Agreement is a full recourse commercial commitment enforceable under the laws of the
jurisdiction of EC, Switzerland or any other member 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 unül completion of the said transaction and it is legally
binding upon the Parties signatories, their heirs, successors and assigns, agents, princi and all
a ssociated pa rtne rs nvo
i lved i n th is Agreemenÿco ntract/tra n sacti on.
AGREEMENT Ns: RMP/XXX /TNVEST I SEP}3.| 0t
DATE: JUN 03,2024

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 transacüon is effectuated, and any dispute is to beer solve dun deer the ICC rules for
arbitration, unless the lnjured-Party takes legal action in a court of jurisdiction. The United Kingdom,
Liechtenstein, Swiss, or any other member country of the European Union law to apply, as the lnjured-Pafi may
choose, which shall govern the interpretation, construction, enforceability, performance, execuüon, validity and
any other such matter regarding this Agreement.

t5.2. The Parties hereto acknowledge and agree that any discrepancy and/or dispute in application of this
Agreement will be solved amicably. lf it is not possible, the arbitration procedure is to be followed.
15.3. 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 regulaüons. lf 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)

15. Signatures:
This Agreement is read, approved and signed by both Parües in two (2) copies, by one (1) copy for each of the
Parties, in all pages, on this date: September XX th, 2023

FOR AND ON BEHALF OF THE PARTY-A/INVESTOR FOR AND ON BEHALF OF THE PARTY-B /
AVANTULO S.A. RV' NTER N ATI O N AL S E CU RITY LOG IST ICS

GmbH

Represented by: AVANTULO S.A. Represented by: Mr. Robert Vericat tean Gabriel
Passport Number: FRANCIS ANTHONY JANKAUSKAS Passport Number: 27CK73740
Date of issue: t7lL0l2Ot4 Date of issue: 30.07.2027
Date of expiry: 2711O12O24 Date of expiry: 29.07.2037
Country of issue: CANADA Country of issue: Zurich Consulat General de Fronse
AGREEMENT Ne: RMP/XXX /TNVESTI SEPa3| Ot
DATE: JUN 03,2024

ELECTRONIC DOCUMENT TRANSMISSIONS

EDT fElectronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of t]ris Contract"
As applicable, this agreement shall be: -

Incorporate U.S. Public Law 706-229, "Electronic Signatures in Global & Naüonal Commerce Act" or such otler applicable law
conforming to the UNCITML Model Law on Electronic Signatures [2001)

ELECTRONIC COMMERCE AGREEMENT IECE/TMDE/257 ,Geneva, May 2000J adopæd by the United Naüons Centre for Trade
Facilitation and Elecrronic Business IUN/CEFACT).

EDT documents shall be subjectto European Communiÿ Directive No.95/a6/EËC, as applicable. Either Parÿ may requesthard 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 duües under EDT instrument
AGREEMENT Ne: RMP/xxx /l NVEST/ DEc23 I 07
DATE: JUN 03,2024

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AGREEMENT Ne : RM P/xxx ll NvEsVDEc2s I 07
DATE: JUN 03, 2024

INVESTOR PARTY- A CERTIFICATE OF INCORPORATION

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 GREEM ENT Ne: RM P/xxx /lNvEsT/DEc2l I 07
ATE: JUN O?,2024

PARTNER PARW-B CERTIFICATE OF INCORPORATION

R istre du commerce du canton de Zurich

Numéro de Nature juridique Report
registre cH-020.4.021.789-1
Société de: sur:
cHE-|00.781.562

Raison sociale
RV lnternational Security Logistics GmbH

cHF 20'000.00 \lé+ieat-Rebe*

Cglir+{€f,çei§
Egli, François
10 x CHF Véricat, Robert
100.00
190 x CHF

Gesellschafr bezweckt die internationale Spedition, die Zollbehandlung und die Aufuewahrung von
aller Art im ln- und Ausland unter Anwendung logistischer Kontroll- und
Sicherheitsmassnahmen. Die Gesellschaft kann
niederlassungen und Tochtergesellschaften im ln- und Ausland errichten und sich an anderen
Unternehmen im ln- und Ausland beteiligen sowie alle Geschàfte tâtigen, die direkt oder indirekt mit
ihrem Zweck in Zusammenhang stehen. Die Gesellschaft kann im ln- und Ausland Grundeigentum
belasten, verâussem und verwalten. Sie kann auch Finanzierungen für eigene oder fremde
vornehmen sowie Garantien und Bürgschaften für Tochtergesellschaften und Dritte

Observations
Mitteilungen der Geschâftsfiihrung an die Gesellschafter erfolgen per Brief, E-Mail oderTelefax an die
im Anteilbuch vezeichneten Adressen.
Gemâss Erklârung der Geschàftsführer vom 19.09.2008 untersteht die Gesellschaft keiner
ordentlichen Revision und verzichtet auf eine eingeschrânkte Revision.

Réf Journal Date joumal FOSC Date FOSC Page / Réf Journal
td
1 12541 24.05.2000 105 30.05.2000 3667

2 25036 02.09.2003 171 08.09.2003 20 I

1161146
3 30018 23.10.2008 210 29"10.2008 23 I
4709848
ln Mo Ra lndications personnelles Fonction
--<-6G-à>

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 AGREEM ENT Ne : RM P/XXX /r NVEST/DEC23 I 07
DATE: JUN 03, 2024

1 3m Veriea' Rebert' franzësiseher Staatsangehëriger' in tufingen aese€ié-e+ger

1 3m asseeilie+gel
3 Egli, François, von Oberkirch, in Zollikon associé et gér

3 Véricat, Robert, franzrisischer Staatsangehôriger, in Lufingen associé et gér

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