PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL

CO-OPERATION
№.: vccdt-2021-4-uuKdie9770
2021-June, 29th

THIS PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION (HEREINAFTER REFERRED TO AS

THE “AGREEMENT”) №.: VCCDT-2021-4-UUKDIE9770 FOR THE INVESTMENTS WITH THE TOTAL AMOUNT OF
€135,000,000.00 (One Hundred and Thirty Five Million EURO) IN TRANCHES WITH ROLLS AND EXTENSIONS (R&E),
ARE HEREBY ENTERED INTO THIS DATE: June 29th, 2021, BY AND BETWEEN THE FOLLOWING PARTIES:

INVESTOR/PARTY A DETAILS
COMPANY NAME: Ryan Pyle Productions Limited
COMPANY ADDRESS: 3524 Silverside Rd, Ste 35B, Wilmington, Delaware, 19810, United States
REGISTRATION No.: 8532662
REPRESENTED BY: Ryan James Pyle
PASSPORT No.: AH825746
PLACE OF ISSUE: CANADA
DATE OF ISSUE: 2018-June-04
DATE OF EXPIRY: 2028-June-04
BANK NAME: HSBC Bank Plc
BANK ADDRESS: 31 Chequer Street, St. Albans, Hertfordshire, AL13YN, United Kingdom
SWIFT CODE/BIC: MIDLGB2110W / HBUKGB4110W
ACCOUNT NUMBER: 32249545
IBAN NUMBER: GB17HBUK40400132249545
ACCOUNT NAME: Ryan Pyle Productions Limited
(Hereinafter referred to as the “Investor” or “Party-A”) on the one hand,

~AND~
DEVELOPER/PARTY B DETAILS
COMPANY NAME: TEXUNA TECHNOLOGIES LIMITED GBP
UNIT 3 THE WIRELESS FACTORY, FLEMING WAY, ISLEWORTH,
COMPANY ADDRESS:
LONDON, TW7 6DB
REGISTRATION No.: 4003804
REPRESENTED BY: MARCELO APARECIDO DE OLIVEIRA PINTO
PASSPORT NO.: FT757 127
PLACE OF ISSUE: BRASILEIRO
DATE OF ISSUE: 31/JUL/2017
DATE OF EXPIRY: 30/JUL/2027
BANK NAME: BARCLAYS UK - LONDON
BANK ADDRESS: 38 ISLINGTON GREEN, LONDON N1 8EH, U.K.
SWIFT CODE/BIC: BUKBGB22XXX
IBAN: GB38BUKB20746350403857
ACCOUNT NAME: TEXUNA TECHNOLOGIES LIMITED GBP
(Hereinafter referred to as the “Developer” or “Party-B”) on the one hand,

Investor Initial Developer Initial

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 PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL
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Both together and individually hereinafter 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 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 declare 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 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 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 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 OFAGREEMENT:

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 “Developer” undertakes to manage
investment plans accepted by parties and invested by Investor by this Agreement.
1.2. The Investor's financial resources made available to the “Developer” hereinafter referred to as the
"Investments".
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 creation of new legal entities, on the following directions: investments in commercial
sphere, social, innovative projects etc.
1.4. The High Contracting "Parties", to strengthen bilateral friendly international relations are intended to
cooperate in the following make own projects at the expense of own funds and financial opportunities as
well as attracting 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, can carry
out reinvestment in the objects of the primary investment and other objects of investment and
reinvestment.
1.5. Investor makes their material investments as reinvestment referring to €135,000,000.00 (One Hundred and
Thirty Five Million EURO) IN TRANCHES with Rolls and Extensions (R&E).

Investor Initial Developer Initial

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2. JOINT ACTIVITIES OF THEPARTIES:

2.1. We, the undersigned Parties, hereby with full legal and corporate responsibility, under penalty of perjury,
confirm that Investor is ready, willing, and able the investments, and the Developer is ready to receive the
investments and to make at the mutually agreed terms and conditions hereof.
2.2. 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.
2.3. The Parties can extend kinds and spheres of investment activity and if necessarily make the Additional
agreements.
2.4. Addendum and changes may be brought to this Agreement by agreement of the Parties, which are to be
formed by separate protocols, which, after the signing of “Parties”, are considered as integral part hereof.

3. RIGHTS AND DUTIES OF THEPARTNERS:

3.1. Party-A and Party-B for the purposes of fulfilment there of:
3.1.1. Develop investment activity for its economic and technical projects.
3.1.2. Conclude contracts, agreements, and other agreements necessary for realization of their investment
programs.
3.1.3. Acquire export-import quotas and licenses for export and import of commodities and products.
3.1.4. Provide each other with all necessary legal, financial and other documents, related to the fulfilment
hereof.
3.1.5. Nest money in their own projects during validity hereof according to their current legislation.
3.1.6. Carrie 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.
3.1.7. Attract other legal entities and individuals for the fulfilment of their investment programs under the
present Agreement at their sole decision.
3.1.8. Are to provide each other with necessary assistance.
3.1.9. Are to follow and observe the terms and conditions hereof.
3.1.10. Are obligated to keep confidential all business, technical and commercial information related to
implementation hereof.
3.1.11. Can invest additional investments during the validity period of the present Agreement and can carry
out reinvestment in primary investment projects and other investment and reinvestment objects.
3.2. The Party A for the purposes of fulfilment thereof:
3.2.1. Develops the directions of own investment activity with its economic and technical ground.
3.2.2. Concludes contracts, agreements, and other agreements necessary for realization of its investment
programs.

Investor Initial Developer Initial

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3.2.3. Acquires export-import quotas and licenses for export and import of commodities and products.
3.2.4. Provides Party B with all necessary legal, financial and other documents, related to the fulfilment
hereof.
3.2.5. Can invest money during validity of this Agreement according to the current legislation.
3.2.6. Carries out economic activity to fulfil 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.
3.2.7. Attracts other legal entities and individuals for realization of the investment programs under the
present Agreement.
3.2.8. Attracts investments and financial assets, including credit and loan facilities of residents and not
residents aimed on execution of investment activity.
3.3. The Party B for the purposes of fulfilment hereof:
3.3.1. Develops the directions of own investment activity with its economic and technical ground.
3.3.2. Concludes contracts, agreements, and other agreements necessary for realization of its investment
programs.
3.3.3. Acquires export-import quotas and licenses for export and import of commodities and products.
Provides Party A with all necessary legal, financial and other documents, related to the fulfilment
hereof.
3.3.4. Can invest money during validity of this Agreement according to the current legislation.
3.3.5. Carries out economic activity to fulfil 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.
3.3.6. Attracts other legal entities and individuals for realization of the investment programs under the
present Agreement.
3.3.7. Attracts investments and financial assets, including credit and loan facilities of residents and not
residents aimed on execution of investment activity.

4. TOTAL VOLUME OF INVESTMENTS. ORDER OF FINANCING: Investor’s currency: € (EURO)

4.1. Total investment amount: €135,000,000.00 (One Hundred and Thirty Five Million EURO) With Rolls and
Extensions (R&E).
INSTRUMENT: FUNDS TRANSFER SWIFT MT103 DIRECT CASH TRANSFER

Investor Initial Developer Initial

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TOTAL CONTRACT AMOUNT: €135,000,000.00 (One Hundred and Thirty Five Million EURO)
FIRST TRANCHE: €10 Million, AND 125 Million Euro directly after confirmation of receiver
NOTE” PAYMENT TO SENDER WITHIN 72 HOURS AFTER RECEIPT. IT'S UNDERSTOOD
THAT AMOUNT AND TIMING OF TRANCHES ARE DEFINED BETWEEN THE
BANK OFFICERS, AND SET BY THE EURO-ZONE BANKING RULES AND
REGULATIONS

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 acknowledge by Parties as follows: Party-A ready to
start project financing in the volume and follows the sequence:

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

5. TRANSACTION PROCEDURES:

5.1. 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 (PAIFC), with all annexes;
• Copy of the authorized signatory’s passport.
5.2. 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 (PAIFC), with all annexes;
• Copy of the authorized signatory’s passport.
5.3. Each Party puts this Agreement in his nominated bank and notifies the Party through its authorized with
an official mandate.
5.4. After lodged of this agreement into both parties respective banks, the Party A will transfer the cash funds
as per agreed trench into Part B nominated bank account and provides all transfer slips to Party B.
5.5. Upon receiving the cash funds, the Party B will make necessary arrangement to transfer re-investment
within Three (3) banking days.

6. CONFIDENTIAL INFORMATION AND SECURITY:

6.1. In connection with present Agreement, the Parties will provide the 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

Investor Initial Developer Initial

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and of great value to each Party which value may be impaired if the secrecy of such information is not
maintained.
6.2. 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
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.
6.3. 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.
6.4. Agreement, which is to transfer and organize the bank, shall be transmitted in the form of scanned visa
authorized signature.
6.5. Unauthorized bank communication: Neither Party can 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.

7. CODES OF IDENTIFICATION:

7.1. 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.

8. COMMUNICATION:

8.1. Communication with banks will be limited to those between the Investor’s bank and Developer’s bank and
only by between authorized bank officers/representatives, including principals of the Investor and the
Developer, during completion of this transaction. No communication by any other party is permitted
without prior written consent of the named accountholders.
8.2. AnynoticetobegivenhereunderfromeitherPartytotheothershallbeinwritingandshallbedeliveredby 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 photo, 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.
8.3. EDT-Electronic Document Transmittal & Counterparts: This Agreement may be executed in multiple copies
at different times and places, each being considered an original and binding.

Investor Initial Developer Initial

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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.

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

9. VALIDITY:

9.1. Once both Parties sign this Agreement the transaction shall begin within three (3) banking days or sooner,
excluding Saturdays and Sunday and any bank holidays.

10. FULL UNDERSTANDING:

10.1. 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.
10.2. The Parties hereto accept that should the present Agreement partially or in full be found invalid or
unenforceable pursuant to judicial decree or by any international regulations related to bank confirmation
of USD/EURO validity, this Agreement shall be reconstructed upon mutual consent and agreement of both
Parties to this commercial Agreement.
10.3. Until the physical exchange of original hard copies, the acknowledged fax and/or e-mail copies of this
Agreement shall be deemed original.
10.4. The commission payable under this Agreement is to be distributed in accordance with the Irrevocable Fee
Protection Agreement.

11. ASSIGNMENT:

11.1. 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 notice of the assignment shall be rendered to the other party to this Agreement expressly
indicating there on the assignee's full contact.

12. TERM OFAGREEMENT:

Investor Initial Developer Initial

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12.1. This Agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction
of 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 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.

13. LAW AND ARBITRATION:

13.1. 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, unless the Injured-Party takes legal action in a court of jurisdiction. The USA, Liechtenstein,
Swiss, or any other member country of the European Union law to apply, as the Injured-Party may choose,
which shall govern the interpretation, construction, enforceability, performance, execution, validity and
any other such matter regarding this Agreement.
13.2. 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.
13.3. 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 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.

14. PENALTY CLAUSE FOR NON-PERFORMANCE:

14.1. Should of the Parties 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-in-Default indemnifies and guarantees to all present contractual parties a total penalty fee of
(against an official claim and invoice) 2% (two per cent) of the face value of this Agreement.
14.2. 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.
14.3. Furthermore, we, the undersigned Parties, hereby swear under the international laws or 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 banking officers are fully aware of, have
approved and are ready proceed with this transaction.

15. SIGNATURES:

Investor Initial Developer Initial

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Agreed and accepted by both Parties:

FOR AND ON BEHALF OF The Investor/Party-A: FOR AND ON BEHALF OF The Developer /Party-B:

DATE SIGNED: 2021-JUNE 29TH, 2021 DATE SIGNED: 2021-JUNE 29TH, 2021
MARCELO APARECIDO DE
REPRESENTED BY: Ryan James Pyle REPRESENTED BY:
OLIVEIRA PINTO
PASSPORT №.: AH825746 PASSPORT №.: FT7587127
DATE OF ISSUE: 2018-June-04 DATE OF ISSUE: 31/JUL/2017
DATE OF EXPIRY: 2028-June-04 DATE OF EXPIRY: 30/JUL/2027
ISSUED BY: CANADA ISSUED BY: BRASILIAN

*** Intentionally Left as Blank ***

Investor Initial Developer Initial

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INVESTOR PASSPORT COPY

Investor Initial Developer Initial

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INVESTOR’S CERTIFICATE OF INCORPORATION

Investor Initial Developer Initial

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DEVELOPER PASSPORT COPY

Investor Initial Developer Initial

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DEVELOPER COMPANY REGISTRATION COPY

Investor Initial Developer Initial

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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, and 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 ***

Investor Initial Developer Initial

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