Page 1 of 12

PARTNERSHIP AGREEMENT

This Partnership Agreement is on financial cooperation and transfer of direct wire transfer,
hereinafter referred to as “Agreement” is entered and signed on this 28 day of February, 2024 by
and between the following parties

PARTY-A, RECEIVER PARTNER

BUSINESS NAME VINAYAM ENTERPRISES PRIVATE LIMITED

REGISTERED ADDRESS NO. 948 3 CROSS, I BLOCK,
KALAYANAGAR, HRBR LAYOUT
BANGALORE-560043 INDIA
COMPANY INDENTIFICATION NUMBER U27320KA2022PTC160920
DIRECTOR NAME Mr. CHRISTOPHER RAJKUMAR
PASSPORT NUMBER S6299324
DATE OF ISSUE 20-09-2018
DATE OF EXPIRATION 19-09-2028
PLACE OF ISSUE BANGALORE
BANK NAME HDFC BANK LIMITED
BRANCH ADDRESS NO. 201, GREEN GLEN LAYOUT
BELLANDUR, ORR. BANGALORE-560103
INDIA
TRANSACTION TYPE DIRECT WIRE TRANSFER
SWIFT CODE HDFCINBB
ACCOUNT NUMBER 50200069433911
TYPE OF ACCOUNT CURRENT
ACCOUNT NAME VINAYAM ENTERPRISES PRIVATE
LIMITED.
BANK OFFICER NAME Mr. SUNNY KUMAR KHANNA
BANK OFFICER PHONE / FAX +91 95878 85792
BANK OFFICER EMAIL SUNNYKUMAAR.KHANNA@HDFCBANK.COM
Herein after referred to as Party A – Receiver Partner

AND

PARTY A RECEIVER PARTY B SENDER

 Page 2 of 12

COMPANY NAME: DHIF INTERMEDIAÇÃO DE NEGÓCIOS

EIRELI-EPP

COMPANY ADDRESS: Rodovia DF 250, Etapa 3, Conjunto G,

número 14 / Brasília – Distrito Federal
– Brasil – CEP 73.255-902

COMPANY REG. No.: 27.901.763/0001-60

REPRESENTED BY / TITLE: HECTOR PEREIRA

PASSPORT No.: GD784637

DATE OF ISSUE: February 23th, 2022

DATE OF EXPIRY: February 22th, 2032

COUNTRY OF ISSUE: BRASIL

BANK NAME BANCO DO BRASIL, Branch number:

1606-3, checking account: 1.009.098-3

BANK ADDRESS SBS, QD.1, BL.A TERREO/ Brasí lia –

Distrito Federal – Brazil – CEP 70073-
900

ACCOUNT NUMBER / IBAN BR410000000001606001009093C1

ACCOUNT NAME DHIF INTERMEDIAÇÃO DE NEGÓCIOS

EIRELI-EPP

HECTOR PEREIRA
ACCOUNT SIGNATORY

SWIFT CODE / BIC BRAS BRRJCTA

PARTY-B, SENDER, PARTNER

PARTY A RECEIVER PARTY B SENDER

 Page 3 of 12

Herein after referred to as Party B – Sender Partner

WHEREAS: the Receiver express desire to receive cash funds for investments via direct wire
transfer method transfer from the Provider and with full corporate and legal responsibility hereby
confirms its direct wire transfer, which to be sent to nominated bank account, and confirms
further that fund will be made available to fulfill the payment requirements for investment and
financial co-operation.
WHEREAS: the Provider desires to transfer via direct wire transfer to the Receiver. The Provider
warrants, represents and declares under penalty of perjury that the DIRECT wire transfer will be
cash backed funds which are good, clean, clear and free and clear of any liens, encumbrances and
third-party interests.

DETAILS OF TRANSACTION

METHOD OF TRANSFER DIRECT WIRE TRANSFER

CURRENCY USD or EURO
TOTAL TRANCHE 100,000,000.00 USD
FIRST TRANCHE 1,000,000.00 USD
VALIDATION FEE 820 USDT
SECOND TRANCHE NL
THIRD TRANCHE NL

RATIOS

SENDER RATIO 40%

SENDER MANDATE RATIO 5%
RECEIVERS RATIO 50%
RECEIVERS MANDATE RATIO 5%

PROCEDURE

1. PROVIDER AND RECEIVER INITIAL EACH PAGE, SIGN AND SEAL THIS AGREEMENT
WHICH THEREBY BECOMES FULL COMMERCIAL RECOURSE CONTRACT.
2. PROVIDER INITIATE ITS BANKER TO TRANSFER THE CASH FUNDS VIA DIRECT MT-
103 CASH TRANSFER , AND PROVIDE TO THE RECEIVER BANKER AND TO PARTY-
A (RECEIVER) VIA SECURE EMAIL THE COPY OF THE DI
DIRECT MT-103, INCLUDING REQUIRED RELATED VALIDATION FEE AND RELEVANT
DOCUMENTS. PARTY-A (RECEIVER) FORWARD ALL COPPIES OF RELEVANT DOCUMENTS
TO PARTY-B (SENDER) FOR THE RECORDS AND VERIFICATION AND CONFIRMATION
PURPOSES ONLY.

PARTY A RECEIVER PARTY B SENDER

 Page 4 of 12

3. THE RECEIVING BANK OFFICER VERIFY SUCH TRANSMISSION (TRANSFER) USING

UETR CODE IN THE RECEIVING BANK COMMON ACCOUNT AND FOLLOWS ITS
BANK PROCEDURAL TASKS TO DOWNLOAD THE FUNDS.
4. UPON SUCCESSFUL DOWNLOAD AND SETLEMENT OF THE FUNDS, WITHIN THREE
(3) BANKING BUSINESS CALLENDAR DAYS, THE RECEIVER INITIATE ITS BANKER
TO TRANSFER THE PAYMENTS TO PARTIES INVOLVED.

NOTES AND CONDITIONS:

1. ANY UNAUTHORIZED COMMUNICATION OR PROBING FOR INFORMATION TO ANY
OF THE INVOLVED BANKS IN THIS TRANSACTION BY ANY PARTY OR ITS
RESPECTIVE REPRESENTATIVES, AFFILIATES, OR ATTORNEYS IS STRICTLY
PROHIBITED. A BREACH OF THIS RULE WILL LEAD TO THE IMMEDIATE
TERMINATION OF THIS CONTRACT.
2. THE RECEIVER HEREBY CONFIRMS AND DECLARES THAT THE PROVIDER, ITS
ASSOCIATES OR REPRESENTATIVES OR ANY PERSON OR PERSONS ON ITS BEHALF
HAS/HAVE NEVER BEEN SOLICITED BY ANY PARTY, ITS SHAREHOLDERS OR
ASSOCIATES OR REPRESENTATIVES IN ANY WAY WHATSOEVER THAT CAN BE
CONSTRUED AS A SOLICITATION FOR THIS TRANSACTION OR FOR FUTURE
TRANSACTIONS.
3. ANY DELAY OR FAILURE OF PERFORMANCE BY EITHER PARTY INVOLVED OF
THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT SHALL CONSTITUTE A
BREACH HEREUNDER AND WILL GIVE RISE TO CLAIMS FOR DAMAGES IF ANY, AND
TO THE EXTENT THAT SUCH DELAYS OR FAILURES IN PERFORMANCE ARE NOT
CAUSED BY EVENTS OR CIRCUMSTANCE BEYOND THE CONTROL OF SUCH PARTY.

4. THE TERM "BEYOND THE CONTROL OF SUCH PARTY" INCLUDES ACT OF WAR,
REBELLION, 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 PREVUE OR REMEDY.

5. IMPROPER CIRCULATION OF THE ABOVE BANKING INFORMATION, FOR ANY

REASON, WITHOUT THE RIGHT PRIOR AUTHORIZATION OF THE OTHER PARTY,
SHALL BE CONSIDERED AS A BREACH OF CONTRACT AND WILL MAKE THE
DEFAULTED PARTY TO BE ACTIONABLE FOR DAMAGES SUSTAINED HEREBY.
PARTIES ARE NOT ALLOWED TO CONTACT THE OTHER PARTY’S BANK WITHOUT
EXPRESSED WRITTEN PERMISSION. ANY PARTY ATTEMPTING TO DO SO WILL
LEAD TO CANCELLATION OF THIS TRANSACTION AND CONTRACT.

PARTY A RECEIVER PARTY B SENDER

 Page 5 of 12

6. IN THE EVENT THAT THE RECEIVER CLAIMS “NON-RECEIPT” OF THE DIRECT WIRE
TRANSFER
TRANSFER WITH BANK BY THE RECEIVING BANKER, WITHIN ONE (1) BANKING
DAY THE RECEIVER HAS TO PROVIDE OFFICIAL BANK LETTER STATING OF SUCH
“NON–RECEIPT” INCLUDING ITS SCREEN SHOT FROM THE RECEIVING BANK
COMPUTER SCREEN, IN HIGH PICTURE RESOLUTION, SHOWING TRACKING OF THE
RECEIVING BANK SYSTEM INFO WITH APPROPRIATE STATED ANSWER RESPOND.

7. THIS IS A PRIVATE TRANSACTION AND AS SUCH SHALL NOT BE INTERPRETED AS

A SECURITIES TRANSACTION AS INTERPRETED OR DESCRIBED IN THE BRAZIL
SECURITIES ACT OF 1934 AS AMENDED OR BY THE LAWS OF ANY OTHER COUNTRY
ANY UNAUTHORIZED CALLS BY ANY PARTY OR ITS REPRESENTATIVE LAWYERS
TO PROBES OR COMMUNICATION IN AN IMPROPER WAY TO BANK(S) IN THIS
TRANSACTION SHALL BE PROHIBITED AND MAY RENDER THIS CONTRACT
INVALID.

AGREEMENT EXECUTION:
EACH PARTY TO THIS AGREEMENT REPRESENTS THAT THEY HAVE FULL LEGAL
AUTHORITY TO EXECUTE THIS AGREEMENT AND THAT EACH PARTY AGREES TO BE
BOUND BY ITS TERMS AND CONDITIONS SET FORTH HEREIN. EACH

PARTY AGREES THAT THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY BY AND

BETWEEN PARTIES VIA EMAIL OR FACSIMILE TRANSMISSION WHICH SHOULD BE
DEEMED AS ORIGINAL. ALL STATEMENTS MADE BY EITHER PARTY ARE UNDER PENALTY
OF PERJURY.

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. 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 PREVENTER REMEDY. NON-SOLICITATION:

PARTY A RECEIVER PARTY B SENDER

 Page 6 of 12

THE PARTIES HEREBY CONFIRM AND DECLARE THAT ANY SHAREHOLDERS, ASSOCIATES,
REPRESENTATIVES, ANY PERSON OR PERSONS ON ITS BEHALF, HAVE NEVER SOLICITED
HIM, ITS SHAREHOLDERS, ASSOCIATES AND REPRESENTATIVES IN ANY WAY
WHATSOEVER THAT CAN BE CONSTRUED AS A SOLICITATION FOR THIS OR ANY FUTURE
TRANSACTION.

ANY DELAY IN OR FAILURE OF PERFORMANCE BY EITHER PARTY OF THEIR RESPECTIVE

OBLIGATIONS UNDER THIS

AGREEMENT SHALL CONSTITUTE A BREACH HERE UNDER AND WILL GIVE RISE TO
CLAIMS FOR DAMAGES IF, AND TO THE EXTENT THAT SUCH DELAYS OR FAILURES IN
PERFORMANCE ARE NOT CAUSED BY AN EVENT OF FORCE MAJEURE CIRCUMSTANCE
BEYOND THE CONTROL OF SUCH PARTY.
THE TERM OF "BEYOND THE CONTROL OF SUCH PARTY”, INCLUDE ACT OF WAR,
REBELLION, FIRE, FLOOD, EARTHQUAKE AND OTHER NATURAL DISASTERS, OR ANY
OTHER CAUSE NOT WITHIN THE CONTROL OF SUCH PARTY OR WHICH IS BY EXERCISE OF
REASONABLE DILIGENCE THE PARTY IS UNABLE TO FORESEE OR PREVENT OR REMEDY.

APPLICABLE LAW AND JURISDICTION:

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE

LAWS OF BRAZIL. THE PARTIES

CONSENT TO THE EXCLUSIVE JURISDICTION OF THE PARIS SHALL BE PRECEDED WITH

THE ACCORDING TO THE PRINCIPAL

OF THE ICC, WITH ANY CIVIL ACTION CONCERNING ANY CONTROVERSY, DISPUTE OR
CLAIM ARISING OUT OF OR RELATING

TO THIS AGREEMENT, OR ANY OTHER AGREEMENT CONTEMPLATED BY, OR OTHERWISE

WITH RESPECT TO, THIS AGREEMENT OR THE BREACH HEREOF, UNLESS SUCH COURT
WOULD NOT HAVE SUBJECT MATTER

JURISDICTION THEREOF, IN WHICH EVENT THE PARTIES CONSENT TO THE JURISDICTION

OF THE ICC AS ABOVE INDICATED. THE PARTIES HEREBY WAIVE AND AGREE NOT TO
ASSERT IN
ANY LITIGATION CONCERNING THIS AGREEMENT THE DOCTRINE OF FORUM NON-
CONVENIENT.

WAIVER OF JURY TRIAL:

THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR
ANY COUNTERCLAIM THEREIN.

PARTY A RECEIVER PARTY B SENDER

 Page 7 of 12

MISCELLANEOUS NOTICE(S) AND WARRANTIES:

MODIFICATIONS, AMENDMENTS, ADDENDUMS AND/OR EXTENSIONS TO THE PRESENT
TRANSACTION/CONTRACT, IF ANY,

SHALL BE EXECUTED BY THE TWO (2) AUTHORIZED SIGNATORY PARTIES, RESPECTIVELY.

SUCH DOCUMENT/AGREEMENT, WHEN SIGNED AND REFERENCED TO THIS AGREEMENT,
WHETHER RECEIVED BY MAIL OR FACSIMILE TRANSMISSION, AS WELL AS ALL AND ANY
FACSIMILE, E- MAIL OR PHOTOCOPIES OF THE TRUE ORIGINAL DOCUMENTS CERTIFIED
BY BOTH PARTIES HERETO AND/OR PUBLIC NOTARY, SHALL BE CONSIDERED AS AN
ORIGINAL, BOTH LEGALLY BINDING AND ENFORCEABLE FOR THE TERM OF THIS
AGREEMENT.

SPECIFIC PERFORMANCE:
THE PARTIES RECOGNIZE THAT SEVERAL OF THE RIGHTS GRANTED UNDER THIS
AGREEMENT ARE UNIQUE AND,
ACCORDINGLY, THE PARTIES SHALL, IN ADDITION TO SUCH OTHER REMEDIES AS MAY
BE AVAILABLE TO THEM AT LAW OR IN EQUITY, HAVE THE RIGHT TO ENFORCE THEIR
RIGHTS UNDER THIS AGREEMENT BY ACTIONS FOR INJUNCTIVE RELIEF AND SPECIFIC
PERFORMANCE.

AMENDMENTS:
THIS AGREEMENT COULD BE AMENDED, ALTERED, OR MODIFIED UPON THE UNANIMOUS
AGREEMENT AND IN WRITING AND SIGNED BY EACH PARTY.

COUNTERPARTS:
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 EACH OF
THE PARTIES AND DELIVERED TO EACH OF THE OTHER PARTIES.

CONSENTS AND AUTHORITY:

CONSENTS OR APPROVALS ARE REQUIRED FROM ANY GOVERNMENTAL AUTHORITY OR
OTHER PERSON FOR IT TO ENTER INTO THIS AGREEMENT. ALL ACTIONS ON THE PART
OF SUCH PARTY NECESSARY FOR THE AUTHORIZATION, EXECUTION AND DELIVERY OF
THIS AGREEMENT, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY BY SUCH PARTY, HAVE BEEN DULY TAKEN.

IN WITNESS WHEREOF, THE PARTIES HEREUNTO CONFIRM AND AGREED WITH THIS
PARTNERSHIP AGREEMENT IN IT’S ENTIRETY AND HERETO DECLARE THAT THEY HAVE
READ AND UNDERSTOOD AND ARE FULLY AWARE OF THE INTERPRETATION OF ALL OF

PARTY A RECEIVER PARTY B SENDER

 Page 8 of 12

THE PROVISIONS, TERMS, AND CONDITIONS HEREIN AND FURTHER THAT THEY HAVE
SIGNED BY THEIR HAND BELOW AS OF THIS 12TH DAY OF FEBRUARY 2024

For and on behalf of PARTY A RECEIVER

VINAYAM ENTEPRISES PRIVATE LIMITED

_______________________________

Mr. Christopher Raj Kumar

Managing Director
Passport No. S6299324 India
Date of Expiration: 19-09-2026

FOR AND ON BEHALF OF PARTY-B, SENDER:

DHIF INTERMEDIAÇÃO DE NEGÓCIOS EIRELI-EPP

__________________________________________________
HECTOR PEREIRA - Managing Partner
Passport Number: GD784637 - Brazil
Date of Issue: February 23th, 2022
Date of Expiry: February 22th, 2032

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Agreement.
As applicable, this Agreement shall be:
1. Incorporate BRAZIL. 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.

PARTY A RECEIVER PARTY B SENDER

 Page 9 of 12

PARTY-A (RECEIVER) PASSPORT COPY

PARTY A RECEIVER PARTY B SENDER

 Page 10 of 12

PARTY-A (RECEIVER) COMPANY REGISTRTARION COPY

 Page 11 of 12

PARTY-B (SENDER) PASSPORT COPY

 Page 12 of 12

CONFIDENTIAL
PARTY-B (SENDER) CERTIFICATE OF INCORPORATION