PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL

Agreement №: GLAMOUR-LA-ROI45-200-20211

This Partnership Agreement on Investment and Financial, №: GLAMOUR-LA-ROI45-200-20211

(hereinafter referred to as “Agreement” or the “Contract”), volume of investments:
$6’000’000.00 (Six Million USD) with Rollovers & Extensions possibility, are into this 17th Dec
2021 by and between the following parties:

Signed for and on behalf of PARTY-A: INVESTOR

Company name HISNIAGA SDN. BHD

Block 2, Suite 19-2, Menara vsq@PJ City Centre, Jalan Utara,
Company address
46200 Petaling Jaya, Selangor.
Country Malaysia
Registration No. 192295-T
Represented by/title HABIB BIN ISMAIL (CEO)
SENDER’S BANK DETAILS
Bank name Wells Fargo Bank N.A
Bank address 420 Montgomery Street, San Francisco CA 94104
Country USA
S.W.I.F.T. code WFBIUS6S
Tel./fax +603-79411366
Account Officer SILVER
Authorized Officer XXX
Account number 3886737307
Account name HISNIAGA SDN. BHD
Signatory name HABIB BIN ISMAIL

Signed for and on behalf of PARTY-B: PARTNER

Company Name SV GRAND BAMBOO IMPORT AND EXPORT CO., LTD

Business Address NO. 63 E0Z, SANGKAT CHEY CHHUMNES, KHAN DAUN PENH,
PHNOM PENH, KINGDOM OF CAMBODIA
Represented by HOK SITHON
Passport number N01743296
Country of issue CAMBODIA
Date of issuing 09/09/2019
Date of expiry 09/09/2029
RECEIVER’S BANK DETAILS

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 PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL
Agreement №: GLAMOUR-LA-ROI45-200-20211
Bank Name CAMBODIAN PUBLIC BANK PLC
Bank Address #23, ST.114, SANGKAT PHSAR THMEY 2, DAUN PENH, PHNOM
PENH,
Country CAMBODIA
S.W.I.F.T. code: CPBLKHPPXXX
Tel./fax +855 23 214 111/ +855 12 203 006
Bank Officer Name: SUN NARETH
Bank Manager Email campupnh@campubank.com.kh
Account Number 010-02-10-00125-8
Account Name THE GRAND BAMBOO HOUSE
Signatory Name: HOK SITHON
SPECIAL NOTE

Date of Signature: 17th DECEMBER 2021

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Signed for and on behalf of PARTY- A; -INVESTOR:

------------------------------
Signed for and on behalf of PARTY- B; - PARTNER:

Conclude present Agreement about the following:

Acting on the basis of the Charter of this Company, hereinafter referred to as “Partner”, on the other
part, jointly hereinafter referred to as the “Parties”, have concluded the present Contract as follows:

• MATTER OF CONTRACT.
• Under present Contract Parties have agreed that Investor agrees to invest to the
Partner sum, specified in the below-mentioned item 2.2. of this Contract for the
purpose specified in the item 2.1. of this Contract, for the investment of the real estate,
immovable and company’s investments Projects / Programs and realization of the

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 PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL
Agreement №: GLAMOUR-LA-ROI45-200-20211
business plans of the company and associated partners companies (further summary –
“Investment”), and Partner irrevocably agrees to receive and accept these
Investment and utilize them in accordance with the purposes specified in the item 2.1.
of this Contract.

1. CONDITIONS OF INVESTMENT.

Investment under the present Contract is transferred by the Investor to the Partner for
the financing of the Partner’s real estate, immovable and company’s investments Projects /
Programs and realization of the business plans of the company and associated partners
companies.

Amount of investment under the present Agreement - $6’000’000.00 (Six Million USD)

TYPE CASH FUNDS

TRANSFERS:
1. 500’000.00 (Five Hundred Thousand USD)
2. 1’000’000.00 (One Million USD)
3. 3’000’000.00 (Three Million USD)
4. further ones AS AGREED BY THE PARTIES
TOTAL AMOUNT 6’000’000.00 (Six Million USD)

The full amount of Investment under the present Contract (minus the legitimate banking
charges) will be transferred on the Partner’s banking account, specified in the present
Contract, via SWIFT Wire Transfer (COV FUND TRANSFER) wire transfer from the
Investor’s Bank.
Investment will be made by clean and clear Money Funds of non-criminal origin, free of
liens and encumbrances.
Partner bears full responsibility for appropriate utilization of Investment in the real estate,
immovable and company’s investments Projects / Programs and realization of the business
plans of the company and associated partners companies.

Note the Following Strict Conditions:

Ratio: Sender 60% | Receiver 40%

All payout procedures for each tranche must be concluded within two (2) weeks.

Receiver will send all ratio meant for provider (Investor) via Germany Bank/crypto currency

Receiver and investor Must mutually be responsible for the cost of running this transfer
50/50(charges involved)

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 PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL
Agreement №: GLAMOUR-LA-ROI45-200-20211

2. RIGHTS AND OBLIGATIONS OF THE PARTIES.

Investor undertakes to make transfer to the Partner Investment in full amount and on
conditions specified in the clause 2 of the present Contract.
make transfer Investment on to the Partner’s banking account via the SWIFT wire transfer
according to the conditions of Investment specified in the clause2 of the present Contract;
make transfer of Investment from clean and clear Money Funds of non-criminal origin, free
of liens and encumbrances.

3. Partner irrevocably undertakes to:

• lodge present Contract in Partner’s Receiving Bank and arrange reception of

Investment.
• Receive and accept Investment transferred by the Investor; utilize Investment
according to the conditions of transferring of the Investment in the real estate,
immovable and company’s investments Projects / Programs and realization of the
business plans of the company and associated partners companies.
• Not to change his bank account and other banking details
• In any and every case, to not use directly or indirectly Investment, profit received from
Investment or Reinvestment for all and any illegal activity, including but not limited
to the: weapons and warfare trade, illegal drug and narcotics trade, criminal and/or
terrorist activity, slavery, piracy etc.

4. EXPENSES AND LOSSES OF PARTIES.

• For the losses, caused by non-fulfillment or/and untimely fulfillment of obligations by

one Party, suffered Party have right to claim compensation for the really originated
and documentary confirmed losses.

5. TERM OF VALIDITY OF CONTRACT AND TERMINATION OF CONTRACT.

• Present Contract is valid from moment of its signing.

• Present Contract shall be considered as finished after successful completing by Parties
its respective obligations under present Contract and settle all payments.
• Present Contract can be terminated by mutual written decision of both Parties of this
Contract.
• The Agreement shall remain in full force and effect for the time period of One (1) year
and can be extended for another year if mutually agreed by the Parties, unless this
Agreement is terminated sooner in accordance with the provisions of this Agreement.

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 PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL
Agreement №: GLAMOUR-LA-ROI45-200-20211

6. RESPONSIBILITY OF PARTIES.

• Party breached its obligation under present Contract, is obliged immediately inform
about such fact other Party and make all depending on it to eliminate all breaches.
• Parties carry sole responsibility for their obligations to third persons, if other is not
stipulated in additional Agreements (or in Annexes to this Contract) about
responsibility to third persons.

7. DISPUTES SETTLEMENT.

• All disputes and disagreements, arising from present Contract or connected with it are
settled, if possible, by negotiations between Parties.
• In case if Parties are failed to settle all disagreements in negotiations, then matter will
be settled in Court in legal order.

8. CHANGING CONDITIONS OF CONTRACT.

• Conditions of present Contract are obligatory to both Parties of this Contract and can
be changed only with mutual agreement of both Parties of Contract, made on written.
The Parties will insert all changes and additions in Annexes to this Contract, which
are integral part of present Contract, in order, specified in this Contract.

• No Party has right to transfer its rights under present Contract to third person without
written permission of other Parties of this Contract.

9. FULL UNDERSTANDING.
9.1. The latest edition/signature of this Agreement, executed by each party in originals,
represents the full understanding between the Parties and supersedes all other
undertakings, whether verbal or written. All statements and representations are
made without any omission of material fact and with full corporate and legal
responsibility under penalty of perjury.

9.2. The Parties hereto accept that should the present Agreement partially or in full be
found invalid or unenforceable pursuant to judicial decree or by virtue of any
international regulations related to bank confirmation of USD/EUR validity, this
Agreement shall be reconstructed upon mutual consent and agreement of both
Parties to this commercial Agreement.

9.3. Until the physical exchange of original hard copies, the acknowledged fax and/or
email copies of this Agreement shall be deemed original.

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 PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL
Agreement №: GLAMOUR-LA-ROI45-200-20211
9.4. The commission payable under this Agreement is to be distributed in accordance with
the Irrevocable Fee Protection Agreement.

10. LAW AND ARBITRATION.

10.1. This Agreement is a full recourse commercial commitment enforceable under the
laws of jurisdiction of the countries where this transaction is effectuated, and any
dispute is to be resolved under the ICC rules for arbitration.

10.2. The only party allowed to make a claim under this Agreement, if any, is either Party
A or Party B. And any claim must be first proven by the Injured-Party and invoice
settled by the Party-in-Default within 10 (ten) calendar days, or else the Injured-Party
can file a legal claim against Party-in-Default in any court of jurisdiction of their
choice.

10.3. The Parties hereto acknowledge and agree that any discrepancy and/or dispute in
application of this Agreement will be solved amicably. If it is not possible, the
arbitration procedure is to be followed.

10.4. This Agreement is intended to be performed in accordance with, and only to the extent
permitted by all applicable laws of jurisdiction, ordinances, rules and regulations. If
any provision of this Agreement be considered invalid or unenforceable, then, the
reminder part of this Agreement shall not be affected (if agreeable by both Parties)
and shall be enforced to the greatest extend permitted by law.

11. OTHER CONDITIONS.

11.1. In all questions, connected with Force–Majeure circumstances, Parties of the present
Contract are directed by terms and regulations of INCOTERMS – 2010.

11.2. Only those Workers of Parties, directly connected with performing of work under
present Contract, can be acquainting with granted information.

11.3. Present Contract is concluded in 2 (two) hard copies, and all have equal juridical
force.

11.4. Present Contract signed in electronic form have equal juridical force as Original.

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 PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL
Agreement №: GLAMOUR-LA-ROI45-200-20211

12. SIGNATURES OF PARTIES.

SIGNATURES OF PARTIES

FOR AND ON BEHALF OF THE INVESTOR FOR AND ON BEHALF OF THE PARTNER
Name: HABIB BIN ISMAIL Name: MR. HOK SITHON
Date: 17TH DEC 2021 Date: 17TH DEC 2021

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 PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL
Agreement №: GLAMOUR-LA-ROI45-200-20211

PASSPORT COPY OF INVESTOR

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 PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL
Agreement №: GLAMOUR-LA-ROI45-200-20211

INVESTOR’S CERTIFICATE OF INCORPORATION

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 PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL
Agreement №: GLAMOUR-LA-ROI45-200-20211

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 PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL
Agreement №: GLAMOUR-LA-ROI45-200-20211

PASSPORT COPY OF PARTNER

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 PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL
Agreement №: GLAMOUR-LA-ROI45-200-20211

CERTIFICATE OF INCORPORATION OF THE PARTNER B:

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:-
Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act’’ or such other applicable law conforming
to the UNCITRAL Model Law on Electronic Signatures (2001)
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation
and Electronic Business (UN/CEFACT).
EDT documents shall be subject to USD pean 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.

***END OF DOCUMENT***

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