PROJECT FUNDING AND INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT CODE:DEMİRTURK / FEB/012023

PROJECT FUNDING AND INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT NO: DEMİRTURK / FEB/012023

NOEKEN UND PARTNER

(INVESTOR)

DEMİRTURK
(ASSET PROGRAM MANAGER)

PARTNERSHIP AGREEMENT ON DELIVERY OF INVESTMENT AND PROJECT FUNDING

This project and investment funding management agreement (hereinafter agreement), made in connection with
financial cooperation on the delivery of investments and project funds for DEVELOP TECHNOLOGY, Projects. The
agreement is signed on this DEC 19, 2022 and becomes a legally binding contract between the following parties
(hereinafter parties):
PARTY A / INVESTOR: PARTY B / INVESTMENT - ASSET PROGRAM MANAGER:
 PROJECT FUNDING AND INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT CODE: DEMİRTURK / FEB/012023
PARTY A - THE INVESTOR,

HEREINAFTER REFERRED TO AS “INVESTOR” OR PARTY A

COMPANY NAME: NOEKEN UND PARTNER
COMPANY ADDRESS: KÜDİNGHOVENER STR. 104, 53227 BONN, GERMANY
COMPANY REG. #: 40415561K
REPRESENTED BY: MR. HEINZ HEYUNG MEYER
PASSPORT No: C3JHHXJZP
PLACE OF ISSUE GERMANY
DATE OF ISSUE 13,04,2017
DATE OF EXPIRY 13,04,2027
BANK NAME: DEUTSCHE BANK PRIVAT UND GESCHAFTSKUNDEN AG
BANK ADDRESS: DB PRIVAT- UND FIRMENKUNDENBANK, 49006 OSNABRÜCK, GERMANY
ACCOUNT NAME: NOEKEN UND PARTNER
IBAN ACCOUNT (EURO): DE71384700240031028400
SWIFT I BIC CODE: DEUTDEDB384
BANK OFFICER:
BANK TELEPHONE/FAX:

PARTY-B INVESTMENT / ASSET PROGRAM MANAGER,

HEREINAFTER REFERRED TO AS “INVESTMENT / ASSET PROGRAM MANAGER

COMPANY NAME: DEMİRTÜRK

COMPANY ADDRESS:
STOCKACHERSTRASSE 42 78532 TUTTLİNGEN
COMPANY REG. №: 08327050
REPRESENTED BY: MR. TAMER DEMİRTÜRK
PASSPORT: U23777556
DATE ISSUE: 24.11.2020
DATE EXPIRY: 21.11.2030
PLACE OF ISSUE: T.C STUTTGART BK
BANK NAME: KT BANK AG
BANK ADDRESS: PLATZ DER EI�NHEI�T 1, 60327 FRANKFURT AM MAI�N, GERMANY
SWIFT CODE KTAGDEFFXXX
GPI CODE KTAGDEFFXXX
IBAN NUMBER (EURO): DE48502345000188400001
ACCOUNT NUM (EURO):
BANK OFFICER NAME: KLAUS HEİMANN
BANK OFFICER EMAIL/PHONE:

RECITALS AND REPRESENTATIONS

WHEREAS, “PARTY A” with corporate responsibility, confirms that the investment and project funds are of
good, clean and clear origin, free of encumbrances and wishes to utilize for the purposes of investments and
project funding.

PARTY A / INVESTOR: PARTY B / INVESTMENT - ASSET PROGRAM MANAGER:

 PROJECT FUNDING AND INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT CODE: DEMİRTURK / FEB/012023
WHEREAS, “PARTY B” confirms that it can perform the necessary administration of the
project and investment
funds within the terms and conditions of this agreement.

WHEREAS: “PARTY B” will act as the investment program manager for projects and investments.

WHEREAS, “PARTY A” represents and warrants, with full corporate and legal responsibility, that he has legal
authority to enter into this agreement.

WHEREAS: “PARTY B” is ready to receive investments for various technology Projects

WHEREAS: “PARTY A” hereby appoints “PARTY B” and participant for project funding to be received by SWIFT
MT103 wire cash transfer, which will be invested as per the terms and conditions of this agreement. The parties
hereto, the parties to this agreement hereby agree as follows:
DESCRIPTION OF TRANSACTION:

SENDER’ S INSTRUMENT: MT-103 WIRE CASH TRANSFER INVESTMENT

TOTAL CONTRACT: 200,000,000.00 (TWO HUNDRED MILLION EUROS) WITH ROLLS AND EXTENSIONS.

FIRST TRANCHE: 1ST 4 ,900,700.00 (FOUR MILLION NINE HUNDRED THOUSAND SEVEN HUNDRED EURO)

FURTHER TRANCHES: 2ND UP TO A TOTAL INVESTMENT VALUE OF €195,093,000.00 (TWO HUNDRED MILLION
EUROS), TO BE AGREED BETWEEN THE PARTIES.
REMITTANCE BY: MT-103 WIRE CASH TRANSFER INVESTMENT

THIS CODE MUST BE AGREEMENT CODE: DEMİRTURK / FEB/012023

INSERTED IN THE SWIFT
PROJECT FUNDING PAYMENT BY:
SPECIAL REMARKS:
SWIFT MT103 WIRE CASH TRANSFER WITHIN 2 BANKING DAYS AFTER RECEIPT,
AUTHENTICATION & VERIFICATION FROM PARTY-A
ALL WIRE TRANSFERS OR AS AGREED PAYMENT SHALL INCORPORATE THE TEXT MESSAGE:
"CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS EARNED FROM FINANCIAL CONSULTING FEES ON
COMMERCIAL ENTERPRISE OF NON- CRIMINAL AND NON-TERRORIST ORIGINS. FOR SAME DAY TRANSFER AND
IMMEDIATE CREDIT - THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TOTHE SOURCE OF THE
FUNDS SENT TO US - THIS IS DONE WITH FULL BANKING RESPONSIBILITY.’

ADDITIONAL PROJECT FUNDING: TO BE CONFIRMED AS PER ADDITIONAL PROJECT UP TO EUR200,000,000.00

PROCEDURE:
i. “PARTY A” and “PARTY B” execute, sign and initial this agreement which thereby automatically
becomes a full commercial recourse contract after funds have been accepted.
ii. “PARTY B” requests his bank to transmit the project and investment funds request to “PARTY B”
bank, thereby opening bank-to-bank communication in respect of the transaction.
iii. “PARTY A” requests his bank to transmit the project and investment funds via SWIFT MT103 wire
transfer to “PARTY B” Account In DEUTSCHE BANK GERMANY for the EURO face value as per
agreed investment agreement.
iv. “PARTY B” verifies the SWIFT MT103 instrument via his Bank Officer, notifies and confirms receipt of
funds to “PARTY A” by email with a copy of the swift transmission.
PARTY A / INVESTOR: PARTY B / INVESTMENT - ASSET PROGRAM MANAGER:
 PROJECT FUNDING AND INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT CODE: DEMİRTURK / FEB/012023

WARRANTIES OF THE PARTIES:

“PARTY A” warrants that his bank has represented that the funds are good, clean, clear and obtained from non-
criminal business activities, free of any liens and encumbrances, and freely available for investment.
“PARTY B” warrants that the investment and project funds received will be invested in accordance with the
terms and conditions of this agreement.

SPECIAL PROVISIONS: TAXES:

Each party, individually and separately, shall bear responsibility and accept liability for applicable payments ofany
tax, imposts, levies and duties of charges that may be applicable during the fulfillment of their respective
obligations under this agreement.

ASSIGNMENT:
None of the parties shall assign or transfer its rights or duties in this agreement without the expressed written
consent of the other parties. Any transfer or assignment made without such consent shall not relieve the
transferor or assignor of its duties or obligations pursuant to this agreement, and the assignment and transfer
shall be considered null and void.

INCENTIVES:
The parties to this agreement hereby state and declare that each party, free from any undue influence, coercion
or misrepresentation of any kind, has voluntarily entered into this agreement.

CONFIDENTIALITY, RESTRICTIVE COMMUNICATION, NON-CIRCUMVENTION AND NON- DISCLOSURE:

The parties undertake that they will not at any time divulge or communicate to any person, except to their
professional advisors or as may be required by law, any confidential information concerning the contents of this
agreement.

FORCE MAJEURE:
The parties hereto shall not be liable for any failure to perform due to acts of god or civil riots as defined under
the force majeure clauses as defined by the rules and regulations of the Laws of the United Kingdom, which are
deemed incorporated in and form an integral part of this agreement. Either party hereto shall be obliged to
immediately inform the other party about the beginning, probable duration and cessation of the force majeure
circumstances. The non-information about the force majeure circumstances shall cancel the right of either party
hereto to make reference to them. The fulfillment term of the contractual obligations of either party hereto shall
accordingly be postponed for the period during which such force majeure circumstances apply.

JURISDICTION AND ARBITRATION:

PARTY A / INVESTOR: PARTY B / INVESTMENT - ASSET PROGRAM MANAGER:
 PROJECT FUNDING AND INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT CODE: DEMİRTURK / FEB/012023
In case of any dispute or disagreement between the parties arising out of or connected with
this agreement or the breach thereof, the parties shall use their best efforts to settle such disputes. The parties
shall consult and negotiate with each other in good faith and understanding of their mutual interests to reach a
just and equitable solution satisfactory to all parties.

The parties hereby agree that if they are unable to resolve disputes through negotiation and come to terms
within 30 (thirty) days, then they shall refer the matter to arbitration and settlement under the rules and
regulations of the Laws of the United Kingdom, by one or more arbitrators appointed in accordance with such
rules and regulations. Each party has the right to appoint one (1) qualified arbitrator.

The decision of the Laws of the United Kingdom is final and binding for all parties. The party that prevails before
the Laws of the United Kingdom shall cover the legal fees, costs and expenses, in connection with the arbitration.

No party shall be set as responsible or raise any legal claim against the opposing party for delivered banking
details in case of any inadvertent errors which may be issued by mistake. The bank shall be liable for such
inadvertence and not the parties to this agreement.

GENERAL PROVISIONS

This agreement contains the entire understanding of the parties, with respect to the subject matter hereof and
shall supersede all prior or contemporaneous representations, warranties, agreements and understandings, and
may not be amended or any provision hereof waived. After signing this agreement, no oral or written
representations, warranties or statements made by the parties or third persons shall have any legal force and
effect if not specifically provided All appendices and addendums duly signed in full by both parties shall be an
integral part of this agreement. Any alterations, modifications or amendments or cancellation to this agreement
must be made in writing and signed by both parties.

SEVERABILITY:
In the event a court, tribunal or arbitrator of competent jurisdiction holds any portion of this agreement,
including amendments or addenda hereto, to be invalid, void or unenforceable, the remaining provisions of this
agreement will nevertheless continue in full force and effect, without being impaired or invalidated in any way.

LANGUAGE:
The parties agree that the English language is the governing language when interpreting the representations,
warranties, agreements and understandings of this agreement. Furthermore, any notices due shall be made in the
English language. Except for performances expressly stipulated in this agreement, neither party shall be liable for
indirect losses that may arise as a result of performance (or non-performance) of the obligations of the parties under
this agreement.

PARTY A / INVESTOR: PARTY B / INVESTMENT - ASSET PROGRAM MANAGER:

 PROJECT FUNDING AND INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT CODE:DEMİRTURK / FEB/012023
NOTICES:
Any notice, request, demand, consent or authorization (hereinafter notice) required or permitted to be given under
this agreement by any party to this agreement shall be in writing and delivered via courier, email or any other
electronic medium, to the addresses of the parties to this agreement.
EXECUTION:
The party delivering this agreement by courier, email, or other electronic medium, also forthwith delivers to the
addresses above the original agreement, which bears on its face the original signature or electronic signature of
the delivering party. Electronic signatures are deemed original signatures. Upon delivery of the

Original agreement, such agreement shall become the document of record. The agreement shall be considered
executed and come into legal effect once it has been printed, signed or initialed in full on each page, by both
parties, who Warrant that they are legally authorized representatives of their respective (legal) persons, and in
conformity with their respective authorities have the right to sign this agreement.

AMENDMENTS.
This agreement may not be amended, altered or modified except in writing and signed by each of the parties
hereof.

COUNTER PART This agreement may be executed in one or more counterparts, all of which shall be considered one
and the same agreement and shall become effective when one or more such counterparts have been signed by and
delivered to each of the parties hereto.

NO RIGHTS OF THIRD PARTIES.

This agreement is made solely and specifically between and for the benefit of the parties hereto and their
respective members, successors, transfers and assigns subject to the express provisions hereof relating to
successors and assigns, and no other person whatsoever shall have any rights, interest or claims hereunder, or
be entitled to any benefits under or on account of this agreement
This agreement may be executed in one or more counterparts, all of which shall be considered one and the
same agreement and shall become effective when one or more such counterparts have been signed by and
delivered to each of the parties hereto.
AS THIRD-PARTY, OR OTHERWISE. CURRENCY.
Any exchange of funds between “PARTY A” and “PARTY B” shall be made in the same currency in
which the sender transferred the project and investment funds. In addition, all calculations pursuant to this
agreement shall be based on the rules and regulations of the Laws of the GERMANY.
The investment shall remain in the invested currency (EURO) unit such time as funds as funds are drawn down for
relevant investment projects in EURO currency.

PARTY A / INVESTOR: PARTY B / INVESTMENT - ASSET PROGRAM MANAGER:

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INVESTORS REPRESENTATIVE | PASSPORT COPY

PARTY A / INVESTOR: PARTY B / INVESTMENT - ASSET PROGRAM MANAGER:

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 PROJECT FUNDING AND INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT CODE: DEMİRTURK / FEB/012023

INVESTMENT / ASSET PROGRAM MANAGER | COPY PASSPORT

PARTYA / INVESTOR: PARTY B / INVESTMENT - ASSET PROGRAM MANAGER:

 PROJECT FUNDING AND INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT CODE: DEMİRTURK / FEB/012023

SIGNATURES OF THE PARTIES:

AGREED AND ACCEPTED FOR AND ON BEHALF OF “PARTY B”

REPRESENTED BY: MR. HEINZ HEYUNG MEYER

PASSPORT: CJHHXJZP
DATE ISSUE: 13,04,2017

DATE EXPIRY: 13,04,2027

PLACE OF ISSUE: GERMANY

AGREED AND ACCEPTED FOR AND ON BEHALF OF “PARTY A”

REPRESENTED BY: MR. TAMER DEMİRTÜRK

PASSPORT No: U23777556

PLACE OF ISSUE 24.11.2020

DATE OF ISSUE 21.11.2030
DATE OF EXPIRY T.C STUTTGART BK

*** END OF DOCUMENT ***

PARTYA / INVESTOR: PARTY B / INVESTMENT - ASSET PROGRAM MANAGER: