EURO-IB LTD

87 County Street
London SE1 4AD
Telephone: +44 (0)20 7489 5300
e-mail: sternberg@euro-ib.com

ESCROW AGREEMENT
(“Agreement”)
DATED APRIL 25, 2023

BETWEEN:

(1) XXXXXXX a company with its address at xxxxxx (hereinafter referred to as “ INVESTOR” or as the
“Client"); and
(2) Euro-IB Limited having its principal office at 87 County Street, London SE1 4AD (the
“Escrow Agent" OR “EA”) .
OLIVER and Euro IB hereinafter may be referred to collectively as the Parties or individually as the Party.

RECITALS

1. The Client is an experienced investment entrepreneur with activities in various business segments including
but not limited to activities in energy and finance.
2. The Client expects to execute various investments and other related activities (“Projects”) with relevant
project partners (“Transaction Partner”) of up to USD 1 Billion (“Total Investment Funds”) ( the
“Transaction”).
3. The Client will provide the Total Investment Funds for the investments in tranches.
4. The Client has nominated attorney “CHAD” (“Escrow Attorney”) to assist to manage the provision of the
tranches as well as the release of the funds for the investments based on relevant Attorney Escrow Agreements
(“Principal Agreements”).
5. Euro IB is a fully licensed investment bank registered in the UK under the FSA with offices also in Frankfurt,
Germany.
6. Euro IB offers, among other things, an escrow service (“Escrow Service”) through various accounts (“Escrow
Accounts”) at reputable banks.
7. In order to conduct the complete KYC the Client shall provide to the Escrow Agent full documentation about
the Client organization including but not limited to the provision of the address details of all shareholders and
directors of the Client as well as a list of all individuals to be authorized by the Client as the Client’s
authorised signatories (“Signatories”) for the Escrow Accounts .
8. The EA hereby accepts that the Client shall be able to use the same KYC documentation as the Client had
provided to the Transaction Partners.
AGREEMENT
1. Escrow Agent

Euro-IB Limited is authorised and regulated by the Financial Conduct Authority

Registered in England No. 3742463. Registered Office: 87, County Street, London SE1 4AD. VAT Registration No. 744425239
 EURO-IB LTD

It is hereby agreed that Euro-IB Limited is appointed and designated as the Escrow Agent for the purposes
hereinafter specified and the Escrow Agent hereby accepts such appointment and designation, subject to the
prior completion of KYC + DD procedures of the Client to be conducted by the Escrow Agent.
Upon the satisfactory verification of the KYC the Client shall provide the Principal Agreements to complete
the Due Diligence upon which the Escrow Agent shall specify the escrow account to receive the Client
Proceeds .

2. Escrow Account, Escrow Activities and Client roles

2.1 The Escrow Agent shall designate one of its accounts at a reputable bank suitable for this transaction (the “Escrow
Account Bank”) in the name of Euro-IB Limited but designated for the Client in accordance with Clause 3 of this
Escrow Agreement (the "Escrow Account").
2.2 The details of the Escrow Account will be provided to the Client by the Escrow Agent after the satisfactory Due
Diligence as it is required by the FSA as an Appendix to this Agreement.
2.3 The Escrow Account will host the funds on behalf of the Client and shall be operated by the EA solely based on
relevant instructions to be provided by the signatories authorized by the Client as defined in Schedule 2 (“Instructions”)
.
2.4 The Client hereby agrees, that the Client will arrange with its Escrow Attorney the provision of the Total
Investment Funds in relevant tranches which shall be transferred to the Escrow Account on a regular basis..
2.6 The Client may instruct the Escrow Agent to make payments for all expenses which are related to the underlying
investment program and the service for the EA including the EA fees as specified below and all related bank charges.
2.7 . The remaining balance of the Escrow Account shall be transferred to accounts to be specified by the Client.
2.8 If by May 15 ,2023 any of the tranches of the Total Investment Funds have not been received in the Escrow
Account the Escrow Agent will notify the Client to close down the Escrow Account less Escrow Fees by a written
notice in accordance with clause 9 and the Escrow Agent.

3. Escrow Agent’s Fees

3.1 It is agreed to pay the Escrow Agent a compensation (“Escrow Fees”) as defined in Schedule 1 plus any VAT
thereon and to reimburse the Escrow Agent for all expenses, disbursements and fees incurred by third parties
to the Escrow Agent in the performance of its duties under this Escrow Agreement.
3.2 The Escrow Agent is authorised to deduct such Escrow Fees from the Escrow Account when due.

4. Duties and Liabilities

4.1 The duties and obligations of the Escrow Agent shall be determined solely by the specific provisions of this
Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and

Euro-IB Limited is regulated by The Financial Conduct Authority 2

Registered in England No. 3742463. Registered Office: 87 County Street, London SE1 4AD. VAT Registration No. 744425239
 EURO-IB LTD

obligations as specifically set out in this Escrow Agreement. The Escrow Agent shall have no implied duties
or obligations and shall not be affected with knowledge or notice of any fact or circumstance not specifically
set out in this Escrow Agreement. For the avoidance of doubt, the Escrow Agent shall not be responsible nor
liable for the verification of the Transaction Conditions.
4.2 The Escrow Agent will only be liable towards the Escrow Account Bank for the submission of the Instructions
provided by the Client’s authorised signatories to the Escrow Account Bank. The Escrow Agent shall not be
liable for any consequences arising from a potential rejection of the Instructions by the Escrow Account Bank
nor for any activities resulting from the execution of the Instructions by the Escrow Account Bank. In case an
Instruction is rejected by the Escrow Account Bank, the Escrow Agent will notify the Client immediately and
will return such Instruction back to the Client’s signatories.
4.3 Unless otherwise specifically indicated by the Escrow Agent in writing and subject to the provisions of this
Escrow Agreement, the Escrow Agent will be liable to the Client for losses, liabilities, costs, expenses and
demands arising directly or indirectly from the performance of the services provided under this Escrow
Agreement by the Escrow Agent to the Client in respect of the Property suffered by or occasioned to the Client
(the “Liabilities”),but only to the extent that such Liabilities shall have been caused by the Escrow Agent’s
negligent, fraudulent or willful default of its duties under this Escrow Agreement.
4.4 The liability of the Escrow Agent under Clause 4.3 will not include any liabilities arising through any acts,
events or circumstances which are not reasonably within the control of the EA, or resulting from the general
risks of investment in or the holding of assets or the making of deposits in the United Kingdom or overseas,
including, but not limited to: losses arising from nationalisation, expropriation or other governmental actions;
any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or
securities industry including changes in market rules, currency restrictions, devaluations or fluctuations;
market conditions affecting the execution or settlement of transactions or the value of assets; and breakdown,
failure or malfunction of any third party telecommunications, computer services or systems
4.5 For the avoidance of doubt, the Escrow Agent shall not be bound by any agreement or other documents the
Client may establish with the Transaction Partners. The Escrow Agent shall be liable to liabilities of the Client
arising of any agreement the Client may conclude with a third party nor shall the Escrow Agent become liable
whatsoever for any failure on the part of the Transaction Partners of the Client or any maker, guarantor,
endorser or other signatory of any document or any other person to perform such person’s obligations under
any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or
rescission of this Escrow Agreement or any of the terms hereof, unless evidenced by writing delivered to the
Escrow Agent signed by the properly authorized representative of the Client and, if the duties or rights of the
Escrow Agent are affected, unless it shall give its prior written consent thereto This Escrow Agreement shall
not be deemed to create a fiduciary relationship between the Parties hereto.
  4.6       The Client covenants and agrees to ratify all acts carried out by the Escrow Agent in due performance of the
terms of this Escrow Agreement and that they will indemnify and hold harmless the Escrow Agent, from and
against any and all damages, losses, costs and expenses (including but not limited to value added taxes and

Euro-IB Limited is regulated by The Financial Conduct Authority 3

Registered in England No. 3742463. Registered Office: 87 County Street, London SE1 4AD. VAT Registration No. 744425239
 EURO-IB LTD

stamp duties) incurred by the Escrow Agent by reason of any action taken and/or any document executed by
the Escrow Agent, without bad faith on its part, acting in its capacity as Escrow Agent as well as the costs and
expenses of defending against or being a party to or otherwise involved in any claim proceeding or liability
arising out of or relating to this Escrow Agreement.
4.7 The Parties agree that should any dispute arise with respect to the payment, ownership or right of possession of
the Escrow Account, the Escrow Agent is authorised and directed to retain in its possession, without liability to
anyone, except for its bad faith, all or any part of the Property until such dispute shall have been settled.
5. Instructions and Communications
5.1 The Escrow Agent shall act on any of the Client’s properties delivered to the Escrow Account only based on
relevant instructions by the Client or its authorized signatories pursuant to Article 5.2 below. The Client shall
deliver to the Escrow Agent a list of authorised signatories as per Schedule 2, with respect to any notice,
certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or
communication required or permitted to be furnished to the Escrow Agent hereunder. The Escrow Agent shall
be obliged to rely only on the said list with respect to any third party until otherwise notified in writing by the
Client.
              For the avoidance of doubt, for each tranche the Client shall provide to the Escrow Account, the Client
shall confirm to the Escrow Agent that the joint signatories as defined in Schedule 2 is valid for the said
tranche.
The Escrow Agent shall be fully protected in acting on or relying upon any written notice, direction, request,
waiver, consent, receipt or other document which the Escrow Agent in good faith believes to have been signed
and presented by the proper party or parties.
5.2 The Escrow Agent is obliged by the rules and regulations of international banking laws to verify each
instruction received from the Client including all related documentation and participants in any transaction that
maybe demanded the Escrow Agent to perform under its instructions. The Client agrees to provide all
necessary documentation together with any instructions to the Escrow Agent.

6 Resignation of Escrow Agent

6.1 The Escrow Agent shall have the right to resign upon thirty days’ written notice to the Transaction Parties In
the event of such resignation, the Transaction Partners shall appoint a successor escrow agent hereunder by
delivering to the Escrow Agent a written notice of such appointment. Upon receipt of such notice, the Escrow
Agent shall deliver to the designated successor escrow agent all money and other property held hereunder and
shall thereupon be released and discharged from any and all further responsibilities whatsoever under this
Escrow Agreement; provided, however, that the Escrow Agent shall not be deprived of its compensation
earned prior to such time.
6.2 If no successor escrow agent shall have been designated by the date specified in the Escrow Agent’s notice, all
obligations of the Escrow Agent hereunder shall nevertheless cease and terminate. Its sole responsibility
thereafter shall be to keep safely all property in the Escrow Account then held by it and to deliver the same to a

Euro-IB Limited is regulated by The Financial Conduct Authority 4

Registered in England No. 3742463. Registered Office: 87 County Street, London SE1 4AD. VAT Registration No. 744425239
 EURO-IB LTD

person designated by the other parties hereto or in accordance with the direction of a final order of a court of
competent jurisdiction.
7 Ancillary Provisions
7.1 Assignment
Except as otherwise expressly provided in this Escrow Agreement, no party shall assign, encumber, dispose of
or otherwise transfer its rights under this Escrow Agreement or purport to transfer any burden imposed on it
under this Escrow Agreement without the prior written consent of the others, and which written consent any
party may withhold in its absolute discretion.
7.2 Severability
If any part of this Escrow Agreement is found by any court or other competent authority to be invalid,
unlawful or unenforceable then such part shall be severed from the remainder of this Escrow Agreement which
shall continue to be valid and enforceable to the fullest extent permitted by law.
7.3 Entire Agreement
7.3.1 This Agreement and the documents referred to in it constitute the entire agreement and understanding
between the Parties in relation to its subject matter.

7.3.2 Each of the Parties agrees that in entering into this Agreement no party may rely on, and shall have no
right or remedy in respect of, any agreement, representation, warranty, statement, assurance or
undertaking of any nature whatsoever (other than those expressly set out in this Agreement and the
documents referred to in it) made by or given by any person prior to the date of this Agreement.
Nothing in this clause shall limit or exclude any liability for fraud.
7.3.3 Except as otherwise permitted by this Agreement, no change to its terms shall be effective unless it is in
writing and signed by or on behalf of each of the Parties.

8. Counterparts
This Escrow Agreement may be executed in any one or more number of counterparts each of which, when
executed, shall be deemed to form part of and together constitute this Escrow Agreement.
9. Notices

9.1 Any notice required or permitted under the terms of this Escrow Agreement shall unless otherwise provided by
this Escrow Agreement be in writing and shall be sufficiently given if delivered by hand or sent by registered
courier or facsimile to the respective parties to this Escrow Agreement as follows:

The Client:
Escrow Agent: Euro-IB Limited at 87 County Street, London SE1 4AD for the attention
of Otto Alexander Freiherr von Ungern-Sternberg

Euro-IB Limited is regulated by The Financial Conduct Authority 5

Registered in England No. 3742463. Registered Office: 87 County Street, London SE1 4AD. VAT Registration No. 744425239
 EURO-IB LTD

or to such other address or telephone or facsimile number as may from time to time by written notice be
designated by the relevant party to this Escrow Agreement to the other parties to this Escrow Agreement.

9.2 Any such notice shall be in the English language and shall be deemed (in the absence of proof to the contrary)
to have been received and given:-

9.2.1 in the case of delivery by hand, at the time of delivery;

9.2.2 in the case of registered courier, four (4) Business Days after the date of dispatch.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the Parties
agree to submit to the jurisdiction of the High Courts of London, UK.

11. Dispute Resolution

11.1 For the benefit only of the Escrow Agent, the parties irrevocably agree that the English courts are to have
jurisdiction to settle any disputes and to entertain any suit, action or proceedings in each case arising out of or in
connection with this Escrow Agreement.

11.2 Nothing contained in this Clause 11 shall limit the right of the Escrow Agent to take proceedings against the
Client in the courts of any country in which the Client has assets or in any other courts of competent jurisdiction,
nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any other
jurisdiction, whether concurrently or not.

12. Termination
12.1 This Escrow Agreement shall terminate when all amounts held in the Escrow Account have been paid out in
accordance with the terms of this Agreement.

12.2 This Escrow Agreement will terminate immediately should the Client not pass the KYC and AML proceedings
required by UK law.

12.3 This Escrow Agreement will also terminate automatically should any of the following apply in relation to
either the Client: -

(a) a bankruptcy order is made;

(b) a winding-up petition is presented;
(c) an order is made or a resolution passed to wind-up;
(d) a receiver or administrative receiver is appointed over some or all of its assets.

Euro-IB Limited is regulated by The Financial Conduct Authority 6

Registered in England No. 3742463. Registered Office: 87 County Street, London SE1 4AD. VAT Registration No. 744425239
 EURO-IB LTD

12.3 Upon termination of this Escrow Agreement in accordance with Clause 12.1 or 12.3 the sole responsibility of
the Escrow Agent shall be to keep safely all property in the Escrow Account then held by it and to deliver the
same to a person designated by the other parties hereto (or the persons entitled by law to represent them) or in
accordance with the direction of a final order of a court of competent jurisdiction.

12.4 Termination under this Clause will be without prejudice to the completion of transactions entered into prior to
termination. All remedies under this Escrow Agreement shall survive the termination of this Escrow
Agreement.

THIS AGREEMENT has been signed on the date first stated on page 1 above.

On behalf of CLIENT

Euro-IB Limited is regulated by The Financial Conduct Authority 7

Registered in England No. 3742463. Registered Office: 87 County Street, London SE1 4AD. VAT Registration No. 744425239
 EURO-IB LTD

SIGNED by )
Name:

For and on behalf of )

EURO-IB LIMITED )
in the presence of:- )

Euro-IB Limited is regulated by The Financial Conduct Authority 8

Registered in England No. 3742463. Registered Office: 87 County Street, London SE1 4AD. VAT Registration No. 744425239
 EURO-IB LTD

Schedule 1
Schedule of Fees for Services as Escrow Agent

Euro-IB Limited:
 A fee of 0.2 % of the Escrow Amount plus UK VAT (“Escrow Fee”), payable quarterly in advance.
 Euro-IB fees payable from Escrow Account directly
 For the avoidance of doubt, the above defined Escrow Fee shall be calculated for one year based on the maximum
balance maintained in the escrow account for any given calendar year

- 3rd Party Bank Processing Fees:

 Payable by Client and deducted accordingly from the Escrow Account.

Euro-IB Limited is regulated by The Financial Conduct Authority 9

Registered in England No. 3742463. Registered Office: 87 County Street, London SE1 4AD. VAT Registration No. 744425239
 EURO-IB LTD

Schedule 2
Schedule of Authorised Signatories
The Escrow Agent is authorised to accept instructions signed or believed by the Escrow Agent to be signed by the
following on behalf of:

On behalf of CLIENT

SIGNED by )
Name:

APPOINTED AS JOINT AUTHORISED SIGNATORIES WHICH MEANS THAT EACH INSTRUCTION

SHALL CARRY BOTH OF THE SIGNATURES DEFINED BELOW

Signed by :
Name: CLIENT

Signed by:
Name: ESCROW ATTORNEY

For and on behalf of )

EURO-IB LIMITED )
in the presence of:- )

Euro-IB Limited is regulated by The Financial Conduct Authority 10

Registered in England No. 3742463. Registered Office: 87 County Street, London SE1 4AD. VAT Registration No. 744425239