CONTRACTUAL AGREEMENT

TRANSACTION NUMBER: AAGR-XMG-01-09-2022

between
.LLC

Address
City country

(hereinafter referred to as "PARTY A") on one part

and

LTd.
Adress
City Country

with Ltd
Adress
City Country

(hereinafter referred to as "PARTY B")

on the other part

The PARTY A and the PARTY B hereinafter referred to as the "PRINCIPALS"

WHEREAS, Party A has presented its project and Party B has agreed to provide and secure financing for Party A if
Party A deposits one or more international bills of exchange in physical form into its custody account at it´s well
rated bank, each with a nominal value of up to 200 million euros ( the "IBOE"), with the agreed option to swift a
SKR with the amount and volume of this depot via Swift MT 542 and the secondary communication.

WHEREAS, for a handling fee of 1% per year the Party B is ready willing and able to provide Party A with
hedging instruments (IBOEs) for deposit in its bank account in order to raise a line of credit for this project.

WHEREAS, at an annual interest rate of 2% above the Libour rate the Party B’s Merchant Banker will utilize
these instruments to raise a credit line to this project.

WHEREAS, the project planning and construction phase, only the handling fees and the interest corresponding to
the disbursed loan have to be paid to Party B. After the project has been handed over for the desired benefit, a
repayment phase that is still to be negotiated with a term of up to 25 years begins in addition to the interest
payment. In addition, Party A declares the security transfer of all material and immaterial goods and rights to the
entire project and all further developments until the loan and the additional costs have been paid in full to Party B.
In addition, an expert control team is used and rewarded with an additional cost estimate of 2% of the current
project costs. This expert team documents the entire project process and has to prepare an up-to-date schedule
for the project process and the financing backlog and make it accessible to all those involved. In addition, this
expert team, as a competent unit committed to neutrality, has decision-making authority in internal and external
confrontations of opinion.

WHEREAS, the Party B’s Audit needs to receive an assets Safekeeping Receipt (SKR) and a RWA – Annex No. 5 -
from Party A´s Bank to receive the IBOEs in a custody account and Swift a SKR – see annex No. 3 - via MT542 SWIFT
confirmations from Party A´s Bank.

1
WHEREAS, the Party B’s Merchant Banker will check and authenticate the SKR and the RWA and then again
directly needs to receive an assets Safekeeping Receipt (SKR) via MT542 SWIFT confirmations from Party A´s Bank.

WHEREAS, both parties agree a three-year period. Financing will commence twelve (12) weeks following the payout plan the
completion of the monetization.

WHEREAS, any of the two parties may choose to change banking coordinates at any given time as long as the other party is
informed sufficient time ahead of the change.

WHEREAS, Party A undertakes to return to Party B all IBOEs ten (10) days prior to maturity date free of any liens and
encumbrances or of any third-party obligations.

WHEREAS, in order to provide monetization, the Party B may use the services of certain correspondent banks,
financial entities and institutions, banking providers, as well as financial services companies and common carriers
(“Banking Agents” collectively – Party B) as well certain funds transfer methods and account systems provided as
part of the services provided by such Banking Agents in order to provide monetization under this agreement.

WHEREAS, Party A agrees that any Banking Agent shall be Party B agent with actual authority to act in providing
any banking services. Party B shall not be liable to Party A by reason of: (i) any act or omission by a Banking Agent
that is beyond the reasonable control of the Party B, or; (ii) the loss, diminution, or destruction of any funds,
security, certificate, document, or asset of any kind while in transit or custody of any Banking Agent, or while
under the possession, custody, or control of a person or entity other than the Party B.

WHEREAS, the relationship between the Parties shall be solely and exclusively governed by this present
agreement. However, nothing contained in this agreement shall jeopardize the rights and obligations between the
Parties in any other agreements.

NOW THEREFORE IT IS AGREED AS FOLLOWS:

1 DELIVERY OF THE IBOE AND PAYMENT OUT OF THE SUBSEQUENT PROCEEDS

1) After both parties have signed this contract and the documents relating to Party A, the project,
payout schedule and Party A's Bank – Bank Confirmation Letter custody account statement - have
been submitted, the original certificate of the IBOE will be sent to Party A via courier to the

following address: A.S.

Street
City
Togo
and to the following
authorized recipients: Mr. XXXXXX

2) Within two (2) working days of placement of IBOE into Party A´s custody account, Party A will
instruct its transacting bank officer to send an RWA email to Party 2 designated AUDIT FIRM Black
Water Ltd in Hong Kong with a copy of the Safekeeping Receipt (SKR) of IBOE into their
compliance department, email: compliance@xx & info@xx .

3) The auditing company will authenticate and verify this e-mail together with the merchant banker
and inform Party A of the result in writing by e-mail and provide further data and bank details.
Ultimately, this contract comes into force immediately and implementation begins immediately.

4) Within five (5) working days of placement of IBOE into Party A´s custody account, Party A will
instruct its transacting bank officer to send an RWA email to Party 2 designated BANK with a copy
of the Safekeeping Receipt (SKR) of IBOE in the name of Director Mr. XXXXX XXX, email:
dXXXXXXX@XXXXXbank.com & info@xx.

5) The Party B designated banking agent in BANK in SINGAPORE will respond following the
successful verification and authentication of said bank email.

2
 6) Party B will cause its designated Banking Agent in BANK in SINGAPORE to respond by SWIFT
MT799 stating they are ready, willing and able to receive and fund against the Safekeeping
Receipt (SKR) of stated IBOEs. Party B will immediately forward a copy of this SWIFT transmission
to Party A. All bank to bank communications as well as SWIFT transmission will be done on bank
to bank basis to confirm said International Bills of Exchange.

7) Party A will cause its bank to send a confirmation SWIFT MT199 Pre-advice to send Safekeeping
Receipt (SKR) of the stated IBOE’s up to 400 million Euros by SWIFT MT542 to Party B designated
banking coordinates at BANK in SINGAPORE with a copy of the SWIFT transmission to be
immediately sent by bank email to dXXXXXXX@XXXXXbank.com & info@xx .

8) Party A will then cause its banks to send the Safekeeping Receipt (SKR) of stated IBOE’s up to 400
million Euros by SWIFT MT542 to be monetized by the BANK. The delivery of Safekeeping Receipt
(SKR) occurs five (5) Business Days after receipt by the Party A bank of a notification SWIFT
MT799 stating fund against the Safekeeping Receipt (SKR) of stated IBOE’s as provided for in this
agreement. All SWIFT transmissions must be copied to dXXXXXXX@XXXXXbank.com & info@xx by
bank email.

9) Within five (5) days following the founding monetization of said IBOEs and out of the proceeds, Party B will
instruct its Banking Agent to transfer the sum corresponding to three per cent (3%) of the face value of
the agreed SWIFT MT542, IBOE face value. The advance must be immediately split and disbursed
to Party A -1%, Party B - 2% to designated banking coordinates.

10) Should Party B default to pay the three per cent (3%) of the face value of the agreed SWIFT
MT542 of Safekeeping Receipt (SKR) of stated IBOE as agreed on this agreement within allowed
number of days, Party A shall instruct its bank to put a claim on the instrument thereby forcing
the Party B bankers to return the said Safekeeping Receipt (SKR) of IBOE to its bank.

11) Party B will organize further financing according to the payment plan balance of the funds during
an entire year, with agreed rolls and extension for a maximum period of six years. The estimated
total loan to value of SWIFT MT542 is about 50%, meaning an estimated 100 million Euros at a
200 million IBOE in Party A´s custody account and SKR via Swift MT 542.

12) Should Party B for more than three months default to pay the payouts as agreed in the payout
schedule Party A shall instruct its bank to put a claim on the instrument thereby forcing the Party
B bankers to return the Safekeeping Receipt (SKR) of said IBOE to the issuing bank.

13) Party B undertakes instruct the Banking Agent to return to Party A Safekeeping Receipt (SKR) ten
(10) days prior to maturity date of IBOEs free of any liens and encumbrances or of any third-party
obligations.

2 INDEMNITY

Each Principal undertakes to indemnify and hold harmless the for all and any direct losses, reasonable
costs, reasonable expenses, liabilities, claims, actions or demands including court and reasonable legal
costs which it may cause under this agreement. For the avoidance of doubt the joint and several liability
of the Principals is excluded.

3 NOTICES

Any and all notices or other instruments or papers to be sent to the Principals sent by any other party
hereto pursuant to this Agreement shall be delivered personally or sent by registered mail. If the
Principals receives such notices or other instruments or papers in a different way, he is free to regard
them as received or not and will not be liable towards any other party for his decision.

Anything to be sent to any party hereto has to be mailed to the following addresses:

if to the Party A to: . LLC

Address

3
 City country

if to the Party B to: LTD

x
x
x
x
Attn. Mr. x or Mr. x
infox & x

4 SIGNATURES

Any and all notices or other instructions or papers to be sent to the Principals by any other party to this
Agreement shall be signed by the person(s) mentioned in the respective authorized signatories (ANNEXES
NO-1-).

5 GENERAL CONDITIONS

The "general conditions" (ANNEX NO. -2-), Custodial Safekeeping (ANNEX NO.-3-), and the "International Bill
of Exchange" (ANNEX NO.-4-) shall be considered as an integral part of this agreement, excepting only that
the specific terms and conditions stated in this Agreement shall supersede any other terms and conditions.

E-mail, facsimile copies or photocopies of documents or agreements pertaining to this subject are declared
and regarded as valid and equal to the original, provided they are represented by proper signatories.
Originals may be obtained upon request.

6 ENTIRE AGREEMENT

This agreement contains the entire agreement among the parties hereto with respect to the specific
subjects covered hereby. It may not be modified or discharged, nor may any of its terms be waived, except
by a written amendment signed by all parties hereto.

7 SEVERABILITY

Should any provision of this agreement be prohibited or ineffective or otherwise unenforceable in whole or
in part for whatever reason, such provision shall cease to have effect without prejudicing the validity of the
other provisions hereunder. The parties hereto or the court having jurisdiction hereupon will replace such
provision by another provision so that, to the extent possible, he economic balance of this Agreement will
be preserved.

8 ASSIGNMENT

This agreement shall be binding upon and endure to the benefit of the respective successors and assigns of
the parties hereto. It is agreed, however, that no party may assign any of its rights or obligations hereunder
without the written consent of the other parties, except that the Party's B consent shall not be necessary
for The Party A to assign this agreement to a wholly owned subsidiary of the Party A should the Party A
decide to transfer and assign the SPA II to the same subsidiary. Any cost in connection with the assignment
shall be borne by the Party A.

9 ENTRY INTO FORCE

This present agreement enters into force upon signing by all parties.

10 TERMINATION

If one party fails to perform the terms of the contract without a legal justification, this agreement shall
terminate. Otherwise, it shall terminate at such time as Parties has completed all obligations set forth in
4
 agreements with their contractual partners in the transactions named above, unless the Parties agree
otherwise.

11 CONFIDENTIALITY

This agreement is confidential upon the Parties and shall not be disclosed to any third party except as may
be required by law or by any competent authority or judicial body.

12 APPLICABLE LAW AND PLACE OF JURISDICTION

This agreement is governed by Swiss substantive law to the exception of principles on the conflict of laws.
Any dispute between the parties hereto arising out of this agreement regarding its interpretation,
performance, validity, termination and, in general, all the obligations provided herein which cannot be
amicably settled among the parties hereto shall be submitted to the jurisdiction of a panel of three
arbitrators in accordance with and subject to the Rules of Arbitration of the International Chamber of
Commerce, Paris, then in force. The arbitrators will be appointed pursuant to such rules. The arbitration
will take place in Geneva, Switzerland, in English language. The cost of any arbitration proceeding will be
assessed against the unsuccessful party and the arbitrators will be required to make such cost part of any
ruling issued by them.

13 COUNTERPARTS

The Agreement shall be established and signed in two separate counterparts, each of which shall be
deemed to be an original but which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this agreement on fourteen (14) pages has been duly executed by the parties hereto or
their respective duly authorized officers or representatives in the place and as of the date written below.

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, 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.

5
ANNEX NO. -1-

AUTHORIZED SIGNATORY

for the Party A Place/date: City , 2nd September 2022

- Proof of company or passport copy

- Confirmation Letter from Party A´s Bank to Party A to this contract

for the Party B Place/date: , 2nd September 2022

6
ANNEX NO. -2-

1) GENERAL CONDITIONS

I. This is a private agreement and as such shall not be interpreted as a securities transaction as
interpreted or described in the United States Securities Act of 1934 as amended or by the laws of
any other country.

II. The Parties agree to the non-circumvention and non-disclosure rules by the international
chamber of commerce (ICC). The parties and their respective intermediaries agree not to reveal
any information provided in this Agreement to any individual or institution other than the
necessary officers of the service providers for the completion of this transaction and its possible
extension and roll over

III. All the parties are independent contractors each responsible for the payment of their own taxes
and of their own expenses.

IV. Any modifications or amendments to this agreement shall be made in writing and signed by the
Parties hereto as well as witnessed and/or attested accordingly. The Parties hereto are aware,
that the execution of this Agreement may require further specifications, which shall be
negotiated and drawn up in good faith. All the attachments, amendments or exhibits are
considered an inseparable part of this Agreement.

V. Force Majeure. Any delay or failure of performance by either party of their respective obligations
under this agreement shall not constitute a breach hereunder or give rise to any claims for
damages and to the extent that such delays or failures in performance are caused by events or
circumstance beyond the control of such party.

VI. The term “beyond the control of such party“ include Lawful order of government or authority,
Act of War, Rebellion or Sabotage, Fire, Flood, Earthquake or other natural disasters. Any other
cause not within the control of such party or which is by exercise of reasonable diligence, the
party will be unable to foresee or prevent or remedy.

2) BANKING ESSENTIAL ELEMENTS

Party A’s designated banking coordinates.

To receive 1% (one) advance and project payouts

Bank Name TBA
Bank Address: TBA
Account Name: TBA
Account Number: TBA
SWIFT Code: TBA
Account Signatory:
Reference: AAGR-XMG-01-09-2022

Party A’s Custodial and Swift MT 542 issuing Banking Coordinates

Bank Name
Bank Address:
(Escrow) Account Name:
(Escrow) Account Number:
SWIFT Code:

7
 Account Signatory:
Reference: AAGR-XMG-01-09-2022

Party B’s designated banking coordinates.

To receive 2% (two) advance

Bank Name Westpac xxxx
Bank Address: x
Account Name: x
Account Number: .
SWIFT Code: W
Account Signatory: Mr.
Reference: LTD.

To receive 3% handling fees. repayment and 2% interest rates

Bank Name Westpac xxxx
Bank Address: x
Account Name: x
Account Number: (Euro Account).
SWIFT Code: W
Account Signatory: Mr.
Reference: LTD

Party B’s Banking Coordinates to receive SWIFT MT 542 for monetization.

Bank Name XXXXXX XXXXXXX BANK LIMITED

Bank Address: SINGAPORE
Branch code:
Account Name: x
Account Number: USD x
Account Number: EUR x
For the benefit of: CAPITAL (UK)
SWIFT Code:
Bank Officer’s Name: MR. DXXXX XXX (DIRECTOR)
Bank Tel Number: x
Bank Email Address: dXXXXXXX@XXXXXbank.com

8
ANNEX NO. -3-

SAFE KEEPING RECEIPT(SKR)

SAFE KEEPING RECEIPT

SAFE KEEPING RECEIPTS NO:

ISSUSING OFFICER:
ISSUING BANK:
ASSET OWNER:
DATE OF ISSUE:

WE, XXXBANK XXX, REPRESENTED BY BRANCHE MANAGER XXX XXXX, DULY LICENSED AS BANK OFFICER, WITH A
PHYSICAL ADDRESS OF XXXXXXX , XXXXXX – TURKEY, HEREBY IRREVOCABLY A KNOW LEDGES WITH FULL BANK
RESPONSIBILITY, THE RECEIPT INTO CUSTODY OF THE FOLLOWING DESCIBED ASSETS ON FOUR INTERNATIONAL
BILL OF EXCHANGE

1. 100’000’000,00 EURO XXXXXXXXXXXX ISSUE DATE 29th NOVEMBER 2013 OWNED BY PAYEE – LTD;
DRAWEE – MR. SANDIP GOYAL AS BENEFICIAL OWNER OF ACCOUNT XXXXX XXXXXXX, XXXXXXXXXXXX
XXXXXXXXXXX XXXXXXXXXXXX XXXXXXXXXXXXXXXX XXXXXXXXX,
2. 100’000’000,00 EURO XXXXXXXXXXX ISSUE DATE 29th NOVEMBER 2013 OWNED BY PAYEE – LTD SANDIP
GOYAL AS BENEFICIAL OWNER OF ACCOUNT XXXXX XXXXXXX, XXXXXXXXXXXXXx
XXXXXXXXXXXXXXXXXXXXXXXx XXXXXXXXXXXXXXXXXXXXXXXXx.

SUBTOTAL AMOUT: 200’000’000,00 EURO.

WE DO CERTIFY, GUARANTEE OR INSURE THE CURRENT VALUE OF THE ASSETS IN CUSTODY.

THE UNDERSIGNED AFFIRMS, CERTIFY AND WARRANTS THAT THE ASSETS WERE RECEIVED INTO CUSTODY BY
AND/OR BEHALF OF NINADO HOLDING TOGO SAU, TRADE REGISTER NO : XXXXXX, REPRESENTED BY CEO MR. XXX
BEARING AN XXXXXXX PASSPORT NO : XXXXXX AND, ARE HELD BY XXXXBANK XXX, PHYSICAL ADDRESS OF
XXXXXXXX – TURKEY, IN SAFE KEEPING, IN ACCORDANCE WITH THAT CERTAIN CUSTODIAN AGREEMENT DATED
5TH OF AUGUST 2022. THIS CUSTODY RECEIPT IS LEGALLY VALID, AUTHENTIC, AND FREE FROM ANY AND ALL LIENS
AND ENCUMBRANCES OF ANY KIND WHATSOEVER. THIS CUSTODY RECEIPT HAS BEEN ISSUED WITH FULL BANK
RESPONSIBILITY AND MAY BE UTILIZED OR RELIED UPON BY THE BENEFICIARY.

THE CUSTODY RECEIPT AND THE ASSETS SHALL BE AVAILABLE TO THE BENEFICIARY, NINADO HOLDING TOGO SAU,
IN ACCORDANCE WITH THAT CERTAIN CUSTODIAN AGREEMENT DATED 5TH OF SEPTEMBER 2022 WHICH IS
INCORPORATED HEREIN AND MADE A PART HERE OF BY REFERENCE, FREE AND CLEAR OF ANY TAXES, LEVIES, OR
DUTY OF ANY NATURE, PRESENT OR FUTURE, IMPOSED UNDER THE LAWS OF REPUBLIC OF x.

ALL RIGHTS ARISING FROM THE OWNERSHIP OF THIS CUSTODY RECEIPT AND THE ASSETS REPRESENTED HEREIN
SHALL BE FREELY ASSIGNABLE AND TRANSFERABLE WITHOUT PAYMENT TO THE UNDERSIGNED AND FREE OF ANY
TRANSFER FEE AND UPON THE WRITTEN INSTRUCTIONS FROM THE BENEFICIARY OR THE ASSET OWNER IN STRICT
ACCORDANCE WITH THE REFERENCED AGREEMENT AND THE UNDERSIGNED WARRANTS HIS STRICT COMPLIANCE
THEREWITH.

EXECUTED EFFECTIVE ON THIS 2nd September 2022

XXXXBANK XXX.

BY

___________________________ ____________________________

BANK OFFICER NAME BANK OFFICER NAME

XXXBANK XXX. XXXXXBANK XXXX.

9
DESIGNATION DESIGNATION

OFFICER CODE OFFICER CODE

ANNEX NO. -4-

(ON BANK’S EMAIL LETTERHEAD)

10
Date: 2nd September 2022

To: XXXXXX XXXXXXXX BANK LIMITED

, SINGAPORE

MR. DXXXX XXX – DIRECTOR GSG

email: Please, check again the email and make corrections if necessary: dXXXXXXX@XXXBank.com &
info@jaroslavski.ee

Account Name: XXXXXXX PVT LIMITED

Account Number: 450-908-306-6

SWIFT Code: XXXX

ACTION NUMBER: AAGR-XMG-01-09-2022

Dear Sir.

We, XXXBANK XXX, XXXX - , hereby confirm our readiness at first request to issue SWIFT MT542 with full banking
responsibility to the provided banking coordinates for the SAFE KEEPING RECEIPTS NO: 123456789XXX with an
amount of 200’000’000,00 EURO.

These funds are free, clean and clear, and unencumbered of any liens.

The above referenced MT542 will be sent within 48 hours upon your first instruction.

The authenticity and validity of this Bank Readiness Letter can be confirmed by responsible bank inquiry, via
Phone, Fax, E-Mail and SWIFT communication.

Sincerely,

FOR AND ON BEHALF OF XXXBANK XX;

Name: Name: (Bank Officer2)

Title: Title:
ID: ID:
Telephone: Telephone:
Fax: Fax:
E-Mail: E-Mail:
Authorized Signature: Authorized Signature:

________________________ __________________________
Insert Bank Seal: Insert Bank Seal:

ANNEX NO. -5-

(ON BANK’S EMAIL LETTERHEAD)

11
Date: 2nd September 2022

To: Limited
Dept. Compliance
x
x
email: compliance@xx.limited & info@xx

Account Name: T.B.A.

Account Number: xx
SWIFT Code: T.B.A.
ACTION NUMBER: xx

Dear Sir.

We, XXXBANK XXX, XXXX - TURKEY, hereby confirm our readiness at first request to issue SWIFT MT542 with full
banking responsibility to the provided banking coordinates for the SAFE KEEPING RECEIPTS NO: 123456789XXX
with an amount of 200’000’000,00 EURO.

These funds are free, clean and clear, and unencumbered of any liens.

The above referenced MT542 will be sent within 48 hours upon your first instruction.

The authenticity and validity of this Bank Readiness Letter can be confirmed by responsible bank inquiry, via
Phone, Fax, E-Mail and SWIFT communication.

Sincerely,

FOR AND ON BEHALF OF XXXBANK XX;

Name: Name: (Bank Officer2)

Title: Title:
ID: ID:
Telephone: Telephone:
Fax: Fax:
E-Mail: E-Mail:
Authorized Signature: Authorized Signature:

________________________ __________________________
Insert Bank Seal: Insert Bank Seal:

12