PAYMENT GUARANTEE LETTER (P.G.

L)
AGREEMENT NUMBER: ODELL-PAT-JOPL 48,345,678.00€/ODELL-PAT-JOPE
48,234,567.00€

DATE: Dec 29th, 2022

FOR THE ATTENTION OF: PATRICK KOWATSCH LTD

RECEIVER UNDERTAKING

I, THE UNDERSIGNED MR. PATRICK WERNER KOWATSCH, WITH SPAIN PASSPORT NUMBER AB180982 WITH FULL
LEGAL AND CORPORATE AUTHORITY, REPRESENTATIVE OF THE COMPANY PATRICK KOWATSCH LTD, ADDRESS: FIRST
FLOOR, 459 FINCHLEY ROAD HAMPSTEAD, LONDON - U WILL HONOR THE FOLLOWING AGREEMENT NUMBER -
ODELL-PAT-JOPL 48,345,678.00€/ODELL-PAT-JOPE 48,234,567.00€ : JUNE 14, 2022 REGARDING THE MT-103
CASH TRANSFER, TO THE ABOVE-NAMED SERVICE PROVIDER A SUM IN THE AGGREGATE AMOUNT OF €-------- ( --------
EUROS) WITH ROLLS AND EXTENSIONS.
I, MR. PATRICK WERNER KOWATSCH, HAVE CONFIRMED WITH MY BANKER THAT UPON RECEIVING THE FUNDS, MY
BANKER WILL PROCEED ACCORDING TO THE FOLLOWING TERMS AND CONDITIONS

1. I, MR. PATRICK WERNER KOWATSCH, HAVE CONFIRMED WITH MY BANKER THAT PAYMENT WILL BE WITHIN
24 HOURS AFTER RECEIVING THE FUNDS DATE AND TIME AND DISBURSED PER THE IMDPA IN THIS PAYMENT
GUARANTEE LETTER.
2. I, MR. PATRICK WERNER KOWATSCH, HAVE CONFIRMED WITH MY BANKER THAT WE ARE RWA TO EXECUTE
THIS PAYMENT GUARANTEE LETTER.
3. I, MR.PATRICK WERNER KOWATSCH, HAVE CONFIRMED WILL BE READY FOR RECEIVE THE AMOUNT OF EUR
-------------------------- (--------------) WITH ROLLS AND EXTENSIONS, WITH FULL CORPORATE AND FINANCIAL
RESPONSIBILITY HEREBY GUARANTEE TO ISSUE PAYMENTS FOR THE CONTRACT BY SENDING MT103 SWIFT
WITHIN 24 HOURS OF OUR ACCOUNT RECEIVING THE FUNDS.

THE LAWS APPLICABLE TO THE AGREEMENT GOVERN THE PRESENT GUARANTEE. THE COURTS HAVING JURISDICTION
FOR MATTERS RELATING TO THE AGREEMENT SHALL HAVE JURISDICTION IN RESPECT OF MATTERS RELATING TO THE
AGREEMENT. THE PRESENT GUARANTEE SHALL COME INTO FORCE AND SHALL TAKE EFFECT UPON ITS SIGNATURE.
ACCEPTED AND AGREED ON THIS DAY 29th Dec 2022
SIGNED FOR AND ON BEHALF OF: MR. PATRICK WERNER KOWATSCH

REPRESENTER: MR.PATRICK WERNER KOWATSCH

COMPANY NAME: PATRICK KOWATSCH LTD
PASSPORT NUMBER: AB180982
PASSPORT ISSUE DATE: 20-SEP-2020
PASSPORT EXPIRY DATE: 20-SEP-2026
COUNTRY: SPAIN
DATE: Dec 29th , 2022

AGREEMENT NUMBER DATE: : ODELL-PAT-JOPL 48,345,678.00€/ODELL-PAT-JOPE 48,234,567.00€

Sender initial: Page 1 of 7 Receiver initial:
 IRREVOCABLE MASTER DISBURSEMENT & PAYMENT AGREEMENT
(IMFPA)

We the undersigned, (hereinafter referred to as the “Payers” of the present monetary resources) acting
with full legal and corporate responsibility, hereby irrevocably and unconditionally, without protest or
notification, without prejudice, recourse, or delay guarantee to pay the project funding sums entitled to
each Project Developer’s below nominated Master Paymasters accounts listed on itthis document, via
SWIFT MT103 wire transfer, at the time of each and every tranche of the transaction settlement with
INVESTOR, meaning simultaneously upon clearance of funds and receipt of credit to our account. This
IMFPA is our irrevocable pay order to the project developers, is and shall remain an integrate part of the
referenced contract between receiver and INVESTOR.

This IMDPA shall remain in effect until this transaction, including any renewals, extensions and
additions are fully completed.

ARBITRATION: All disputes and questions whatsoever which arises between the Investor, Receiver
and/or Beneficiaries/Project Developers to this Agreement and touching on this IMDPA on the
construction or application thereof or any account cost, liability to be made hereunder or as to any act
or way relating to this Agreement, shall be settled by the arbitration in accordance with the arbitration
laws of the ICC.

This IMDPA contains the entire agreement and understanding concerning the subject matter hereof and
supersedes and replaces all prior negotiations and proposed agreements, written or oral. Neither of the
Parties may alter, amend, nor modify this IMDPA, except by an instrument in writing signed by both
Parties and recipients of funds. This IMDPA will be governed by and construed in accordance with the
laws of United Kingdom. In the event that either Party and/or Recipient(s) of funds shall be required to
bring any legal actions against the Payers in order to enforce any of the terms of this IMDPA the
prevailing party shall be entitled to recover reasonably attorney fees and costs.

This IMDPA, if transmitted by facsimile or electronic mail, shall be considered an original, legally
enforceable document. Generally recognized International Standards of Non-Circumvention & Non-
Disclosure (NC/ND) are applicable for a period of Five (5) Years from the date of this document or the
last date of the contract, including any renewals, extensions and additions that are fully
completed/signed/sealed and we agree to respect those.

We hereby declare that we are fully aware that the information received from you is in direct response
to our request and is not in any way considered or intended to be a solicitation of funds of any sort, or
any type of offering, and is intended for our general knowledge only. We hereby affirm, under penalty of
perjury, that we have requested information from you and your organization by our choice and free
will, and further that you have not solicited us in any way. And, project developers and master
paymasters are NOT Advisors of any Kind.

Parties to this IMDPA are independent contractors and all contemplated payments and/or
disbursements hereunder are divided interests. Nothing in this IMDPA construes or creates a
partnership or employer/employee relationship between or among the Payer and recipient(s) of funds
here to. All taxes, Federal, State or other are the independent responsibility of each of the recipient
party hereto.

The above stated codes and any other identification codes shall remain the same and shall not be
changed until this transaction including any renewals, extensions and additions are fully completed and
we agree to respect those. The Transaction Code may be amended only by mutual agreement between
all parties hereto (including project developers who are represented by their Master Paymasters). This
transmission via facsimile or e-mail will be accepted as an original and I (the “Payer”) confirm that I
have the full authority to execute this IMDPA document.

AGREEMENT NUMBER DATE: : ODELL-PAT-JOPL 48,345,678.00€/ODELL-PAT-JOPE 48,234,567.00€

Sender initial: Page 2 of 7 Receiver initial:
Details of Transaction:

INSTRUMENT MT103 CASH TRANSFER

TOTAL FACE VALUE € --------------(--------------------)
ONLY ONE TRANCHED TO €---------------(--------------------)
DOWNLOAD

PROFIT SHARING RATIO

SENDER SIDE 45% Forthy percent Senders side

RECEIVER’S SIDE 45% Forthy Percent Receivers side

CONSULTEEN FEES SENDER 05% Ten PERCENT SENDER SIDE

SIDE AND RECEIVER SIDE
05% Ten PERCENT RECEIVER SIDE

PAYMENT Swift MT103 / T-T

NOTE Payment within 24 hours after the first transaction

PROPOSED DELIVERY SCHEDULE / TRANCHES WITH ROLLS AND EXTENSIONS

WEEK DAY TRANCHES # FACE VALUE OF EACH ACCUMULATED FACE VALUE OF
TRANCHE TRANCHES
TEST 1 ,00 ,00
1 2 .00 .00
2 3 ,00 ,00
3 4 ,00 ,00
4 5 ,00 ,00
5 6 ,00 ,00
6 7 ,00 ,00

TOTAL TRANSACTION EUR------------

WE AS RECEIVER ARE READY TO MAKE THE PAYOUT TO SENDER AND TO ALL NOMINIES IN 24
HOURS WITHOUT ANY REASON OR PROMBLEMS AND WE ISSUES PAYMENT GUARANTEE LETTER
(PGL) WITH ALL BANKING & AGREEMENT DETAILS (SENDER & CONSULTANTS) INVOLVED WITH
IFPA
ATTACHED, HAND-SIGNED & SEALED WITH WET BLUE INK ON ALL PAGES AND MENTIONS PAYOUT
TIME
IN PGL.

THIS IRREVOCABLE PAY ORDER / IMDPA WILL COME INTO EFFECT WITHIN 24 (TWENTY FOUR)
HOURS AFTER BOTH PARTIES HAVE EXECUTED THE AGREEMENT AND ONLY AFTER THE INVESTOR’S
BANK HAVE MADE THE RELATED TRANSFER OF INVESTMENT FUNDS TO RECEIVER’S/PAYOR’S BANK
COMMON ACCOUNT. ALL SWIFT MT103 WIRE TRANSFERS TO BE MADE HEREUNDER WILL BE MADE
IN EURO CURRENCY AND SHALL HAVE A SPECIAL MESSAGE ATTACHED TO IT AND READ: “URGENT,

AGREEMENT NUMBER DATE: : ODELL-PAT-JOPL 48,345,678.00€/ODELL-PAT-JOPE 48,234,567.00€

Sender initial: Page 3 of 7 Receiver initial:
THE SAME DAY VALUE AND CREDIT”, AS PER THE AGREED TERMS AND CONDITIONS IN THIS
AGREEMENT AND IMDPA, WHICH BANKING COORDINATES ARE AS FOLLOWS:

SENDER/INVESTOR: 45% (Forty Five Percent) OF TOTAL FACE VALUE INCLUDING R&E:

BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER EUROS
SWIFT CODE
IBAN NUMBER
FURTHER CREDIT TO
45% (FORTY FIVE PERCENT) OF TOTAL FACE VALUE

SENDER MANDATE GROUP: 5.00% (FIVE PERCENT) OF TOTAL FACE VALUE INCLUDING R&E:

BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER EUROS
SWIFT CODE
IBAN NUMBER
FURTHER CREDIT TO
5% (FIVE PERCENT) OF TOTAL FACE VALUE

AGREEMENT NUMBER DATE: : ODELL-PAT-JOPL 48,345,678.00€/ODELL-PAT-JOPE 48,234,567.00€

Sender initial: Page 4 of 7 Receiver initial:
RECEIVER: 45 % (FORTY FIVE PERCENT ) OF TOTAL FACE VALUE INCLUDING R&E:

BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER EUROS
SWIFT CODE
IBAN NUMBER
FURTHER CREDIT TO
45% (FORTY FIVE PERCENT) OF TOTAL FACE VALUE

RECEIVER MANDATE GROUP: 5 % (FIVE PERCENT) OF TOTAL FACE VALUE INCLUDING R&E:

BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER EUROS
SWIFT CODE
IBAN NUMBER
FURTHER CREDIT TO
5% (FIVE PERCENT) OF TOTAL FACE VALUE

AGREEMENT NUMBER DATE: : ODELL-PAT-JOPL 48,345,678.00€/ODELL-PAT-JOPE 48,234,567.00€

Sender initial: Page 5 of 7 Receiver initial:
This IMDPA is legally binding on all parties hereto, their principals, employees, representatives,
agents and assigns in all countries of the world, and is non-separable/integral part of the above
referenced Agreement with AGREEMENT NUMBER: ODELL-PAT-JOPL
48,345,678.00€/ODELL-PAT-JOPE 48,234,567.00€

This IMFPA shall be lodged into both transaction banks together with the Contract, and a copy of it will be
forwarded to each coordinating Master Paymaster by e-mail.

I AGREE TO THE PRESENT IRREVOCABLE MASTER DISBURSEMENT & PAYMENT AGREEMENT (IMDPA) IN ITS
ENTIRETY.

This IMDPA, once executed by both Parties, will become effective as of the date first written above. And any
official notice(s) exchanged by the parties hereto, shall be sent to the first mentioned address(s) and/or e-
mail addresses provided herein or as may be attached by addenda hereto. A facsimile or electronically
transmitted copy of duly signed Agreement and IMDPA by both Parties shall be deemed original.

SIGNATURES OF THE PARTIES:

INVESTOR OR PARTY “A” PARTNER OR PARTY “B”

Company: XXXXXXXXXXXXXXXXXXXX Company: PATRICK KOWATSCH LTD

Director: MR. Director: MR.PATRICK WERNER KOWATSCH

Passport №: Passport №: AB180982
Date of Issue: Date of Issue: 20-SEP-2020
Date of Expiry: Date of Expiry: 20-SEP-2026
Place of Issue: Place of Issue: SPAIN
Date: Date: 29th DEC 2022

ELECTRONIC TRANSMISSIONS: Each party is to sign and initial this Agreement and send copies to the other party via
Electronic Mail and shall be considered the same as an original. When each party has completed copies of this
Electronic Mail from the other party, the Agreement is considered to be finalized by all parties. The parties consent
and agree to be bound contractually by electronic communications relative to the matters addressed in this
Agreement. By executing this Agreement both parties acknowledge that they have the hardware and software
required to receive and transmit communications (emails and email attachments) electronically to each other, in
generally-acceptable business formats (such as, but not limited to, Microsoft Excel PowerPoint). Both parties
specifically agree to do business with each other electronically.

The Parties hereto covenant and agree that each of them will execute such other and further instruments and/or
documents as may become reasonably necessary so as to effectuate the purpose of this Agreement.

AGREEMENT NUMBER DATE: : ODELL-PAT-JOPL 48,345,678.00€/ODELL-PAT-JOPE 48,234,567.00€

Sender initial: Page 6 of 7 Receiver initial:
 *** The End of the Agreement ***

AGREEMENT NUMBER DATE: : ODELL-PAT-JOPL 48,345,678.00€/ODELL-PAT-JOPE 48,234,567.00€

Sender initial: Page 7 of 7 Receiver initial: