DEED OF AGREEMENT CODE N°: CARRAPATO VILARINHO/ STE. TRADIMI S.A.R.

L -053028-8221

PARTNERSHIP AGREEMENT
FOR INVESTMENT AND FINANCIAL COOPERATION

€ 200.000.000.00 (Two Hundred Million EURO) MT103 KTT Manual Download for this contract This
Agreement for investment and financial co-operation (hereinafter referred to as the Agreement) dated July
18, 2022 is signed by and between the following parties:
REPRESENTED BY ACCOUNT OWNER OF THE FOUNDS “CESAR MANUEL CARRAPATO
VILARINHO” PARTY-A / INVESTOR / SENDER

REPRESENTED BY ACCOUNT CESAR MANUEL CARRAPATO VILARINHO

OWNER OF THE FOUNDS
PASSPORT №: CA360203
COUNTRY OF ISSUE: PORTUGAL
PASSPORT DATE OF ISSUE: 11 of January, 2019
PASSPORT EXPIRY DATE: 11 of January, 2024
BANK NAME: FT ASSET MANAGEMENT KB (“FTAM”)
BANK ADDRESS: FREJGATAN 13-1478, SE-114 79 STOCKHOLM,
SWEDEN
TELEX NUMBER (051) 210545 FTAMSW G
BANK MANAGER MR. J.J. VAN DER MOST
BANK MANAGER PHONE: +31 6 832 565 86 / jjvdmost
BANK MANAGER EMAIL: jvdmost@FTAssetManagement.com
ACCOUNT NAME: CESAR MANUEL CARRAPATO VILARINHO
EURO IBAN:
Hereinafter referred to as "the Investor" or Party “A”

AND THE COMPANY STE. TRADIMI S.A.R.L, IN PERSON REPRESENTED BY MR.ZAID

TAGHLAOUI PARTY-B / DEVELOPER / RECEIVER
DEVELOPER / PARTY-B REQUISITES:
COMPANY NAME:
COMPANY ADDRESS:

REGISTRATION NUMBER:
REPRESENTED BY:
TITLE:
PASSPORT N°:
PLACE OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRY:
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT NUMBER:
IBAN NUMBER:
SWIFT CODE BANK:
SWIFT CODE BRANCHE BANK:

Initial PART A: CMCV Initial PART B:

 DEED OF AGREEMENT CODE N°: CARRAPATO VILARINHO/ STE. TRADIMI S.A.R.L -053028-8221

GPI CODE:
TELE CODE INTERNATIONAL:
CURRENCY:
TEL BANKER:
BANK OFFICER
BANK OFFICER PERSONAL PHONE
BANK OFFICER EMAIL

Hereinafter referred to as the “Developer” or “Party-B”

Or Party-A and Party-B hereinafter collectively referred to as the “Parties” or each individually to as the “Party
that sent the KTT TRANSFER”.WHEREAS:

Whereas the Parties hereto are desirous of entering into this Agreement for the purpose of support of
humanitarian programs and investment in financial sustainability in time of Global Crises announced, and notfor
other purposes whatsoever. Whereas both Parties hereto warrant that the currencies to be transacted, formaking
the investments, are all good, clean and cleared funds of non-criminal origin, without any traces of illegality or
unlawfulness whatsoever.

Whereas each Party hereto declares that it is legally empowered, fully authorized to execute and accept this
agreement, as well as agrees to be bound by its terms and conditions under the penalty and other
consequences.
Whereas Investor through its fiduciary bank, where the final agreements will be lodged in and assigned to,
confirms and warrants that it has the financial capacity of euro funds to transact under this Agreement.
Whereas the Parties hereto with full corporate responsibility, under the penalty of perjury, declare that they
will upon the execution of this Agreement complete the transaction contemplated herein, except in
circumstances of Force Majeure and government sanctions, if such appear. The parties hereto shall not be
liable for any failure to perform under the Force Majeure provisions of the ICC, Paris.
Whereas both Parties herein agree that each party has the full right to use and choose whatever company
more suitable to carry out this assignment, to successfully complete the present transaction.

1. SUBJECT OF AGREEMENT:
In accordance with the provisions of this Agreement and general principles and regulations of the
management of the financial resources the Investor instructs, and the Developer undertakes to manage
investment plans accepted by parties and invested by Investor by this Agreement;
The Investor's financial resources made available to the Developer hereinafter are referred to as the
"Investments";
According to the laws of and for execution in accordance with legal regime of foreign international investing
for two parties, the subject of this Agreement is a joint investment activity of the Partners, which is not
connected with creation of new legal entities, on the following directions: investments in social, innovative
projects, support of humanitarian programs and investment in financial sustainability in time of Global Crises
announced etc..;
The High Contracting "Parties", in order to strengthen bilateral friendly international relations are intended
to cooperate in the following by making own projects at the expense of own funds and financial
opportunities as well as attracting involving partners:

Initial PART A: CMCV Initial PART B:

 DEED OF AGREEMENT CODE N°: CARRAPATO VILARINHO/ STE. TRADIMI S.A.R.L -053028-8221

Promoting involvement in the real economy, and private regional investment projects;
Promoting a balanced and sustainable growing system of financial support for projects and programs in
priority areas;
Minimizing investment and commercial risks involved in the implementation of projects. And also carry out
reinvestment in the objects of the primary investment and other objects of investment and reinvestment.
Investor makes their material investments as reinvestment referred to with € 200.000.000.00 (Two
Hundred Million Euro) as the first tranche.

2. JOINT ACTIVITIES OF THE PARTIES:

We, the undersigned Parties, hereby with full legal and corporate responsibility, under penalty of perjury,
confirm that Investor is ready, willing, and able the invest, and the Developer is ready to receive the
investments and to make at the mutually agreed terms and conditions hereof;
For realization of the investment programs the Parties bring the foreign investment in convertible currency
during validity hereof according to the schedule fixed by the Parties, agreed currency amounts and trenches
which are reflected in additional agreements hereto;
The Parties can extend kinds and spheres of investment activity and if necessary, make the Additional
agreements;
Addendum and changes may be brought to this Agreement by mutual agreement of the Parties, which are to
be formed by separate protocols, which, after the signing of the Parties, are considered as an integral part
hereof.

3. RIGHTS AND DUTIES OF THE PARTNERS:

The Party A for the purposes of fulfillment thereof:
Develops the directions of own investment activity with its economic and technical ground;
Concludes contracts, agreements, and other agreements necessary for realization of its investment
programs; Provides Party B with all necessary legal, financial and other documents, related to the fulfillment
thereof; Can invest money during the time when this Agreement remains valid and according to the current
legislation;
Carries out economic activity to fulfill own investment programs, makes debt liquidation on all kinds of
expenses, payment of commodities and services, possessed by each of the Parties, transfers facilities for
payment of salaries and other types of rewards, finances all kinds of charges;
Attracts other legal entities and individuals for realization of the investment programs under the present
Agreement; Attracts investments and financial assets, including CASH and loan facilities of residents and non-
residents aimed on execution of investment activity.

The Party B for the purposes of fulfillment thereof:

Develops the directions of own investment activity with its economic and technical ground, proposed
humanitarian programs for the social benefit of the citizens, supports the financial sustainability; Concludes
contracts, agreements, and other agreements necessary for realization of its investment programs; Acquires
export-import quotas and licenses for export and import of commodities and products necessary to fulfill
the objective of this Agreement;

Initial PART A: CMCV Initial PART B:

 DEED OF AGREEMENT CODE N°: CARRAPATO VILARINHO/ STE. TRADIMI S.A.R.L -053028-8221

Provides Party A with all necessary legal, financial and other documents, related to the fulfillment
hereof;
Can invest money during the time when this Agreement remains valid and according to the current legislation;
Carries out economic activity to fulfill own investment programs, makes debt liquidation on all kinds of
expenses, payment of commodities and services, possessed by each of the Parties, transfers facilities for
payment of salaries and other types of rewards, finances all kinds of charges;
Attracts other legal entities and individuals for realization of the investment programs under the present
Agreement;
Takes part in reinvestment of received amount of the Investment in support of third parties in need, upon
instructions of the Investor, agreed specifically in separate Annex which is an integral part of the present
Agreement.
Party B has to provide the technical expenses and banking fees, for the execution of the transfers appointed
in this agreement.

4. TOTAL VOLUME OF INVESTMENTS ORDER OF FINANCING:

Investor’s currency: (EURO)
Total investment amount € 200.000.000.00 (Two Hundred Million Euro) with Rolls and Extensions.
First tranche: € 10.000.000.00 (Ten Million Euro) Subsequent tranches: As listed and later agreed. TRANCHE

SCHEDULE:
TRENCHING TRANSFER AMOUNTS IN MILLION EURO
TRANSFER
TRANCHE DATE AMOUN
T
1. First € 10.000.000.00 (Two Hundred Million Euro)
TOTAL € 200.000.000.00 (Two Hundred Million Euro)
AGREED INSTRUMENT KTT MT103 KTT Manual Download for this contract

PURPOSE OF FUNDS Investment and Projects Funding

TOTAL FACE VALUE: € 200.000.000.00 (Two Hundred Million Euro)
FIRST TRANCHE: € 10.000.000.00 (Two Hundred Million Euro)
RATIO FOR RECEIVER (PART B) 50% ( FIFTY PERCENT)

RATIO FOR SENDER (PART A) 50 % ( FITY PERCENT)

5. FURTHER TRANCHES TO BE AGREED:

Therefore in consideration as herein set out the adequacy and receipt of which is hereby acknowledge by
Parties as follows:
The Party-A ready to start project financing in the volume and follows the sequence.
The Party-A provides Party-B with funding necessary for implementation of development projects through
their own euro currency funds.

6. TRANSACTION PROCEDURES:
*MANUAL DOWNLOAD PROCEDURE* with bank intercommunication between officers and prior confirmation of
funds between institutions.

Initial PART A: CMCV Initial PART B:

 DEED OF AGREEMENT CODE N°: CARRAPATO VILARINHO/ STE. TRADIMI S.A.R.L -053028-8221

7. CONFIDENTIAL INFORMATION AND SECURITY:

In connection with the present Agreement, the Parties will provide each other with the information
concerning the designated fiduciary banks originating in writing by each Party and is designated as
confidential which the Parties hereby agree to treat as confidential information. The Parties understand and
agree that any confidential information disclosed pursuant to this Agreement is secret, proprietary and of
great value to each Party which value may be impaired if the secrecy of such information is not maintained.
The Parties further agree that they will take reasonable security measures to preserve and protect the
secrecy of such confidential information and will hold such information in trust and not to disclose such
information, either directly or indirectly to any person or entity during the term of this Agreement or any
time following the expiration or termination hereof; provided, however, that the Parties may disclose the
confidential information to an assistant, agent or employee who has agreed in writing to keep such
information confidential and to whom disclosure is necessary for the providing of services under this
Agreement. Separate introductions made through different intermediary chains may result in other
transactions between the Parties but will not constitute a breach of confidential information, provided such
new chains were not created for purposes of circumvention of the first introducing chain. Copy and paste
signatures are not allowed. Agreement to transfer shall be transmitted in the form of scanned visa
authorized signature.
Unauthorized bank communication: Neither Party is allowed to contact the bank of the other Party without
the written authorization of the Party whose bank is to be contacted. Any unauthorized contact act of either
Party of this Agreement is considered as a breach of this Agreement and shall cause this Agreement
immediate cancellation, and transaction becomes null and void.

8. CODES OF IDENTIFICATION:
The Parties agree that all documents related to the transactions bear the codes listed on page 01 of this
Agreement and that the said codes remain unchangeable within this Agreement duration, including all
rollovers, extensions and additions.

9. COMMUNICATION:
ANY BANK CALLS PROBES OR COMMUNICATIONS, OR AN IMPROPER SOLICITATION OR DISCLOSURE
INVOLVING ANY OF THE BANKS OR THIRD PARTY CONCERNED IN THIS TRANSACTION WILL RESULT IN
IMMEDIATE CANCELLATION OF THIS TRANSACTION AND BE SUBJECT TO DAMAGES RISEN BY THE VIOLATED
PARTY.

10. VALIDITY:
Once this Agreement is signed by both Parties the transaction shall begin no later than within three (3)
banking days, excluding Saturdays and Sunday and any bank holidays.

11. FULL UNDERSTANDING:

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.

Initial PART A: CMCV Initial PART B:

 DEED OF AGREEMENT CODE N°: CARRAPATO VILARINHO/ STE. TRADIMI S.A.R.L -053028-8221

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. Until the physical exchange of the original hard
copies, the acknowledged fax and/or e-mail copies of this Agreement shall be deemed original.
The commission payable under this Agreement is to be distributed in accordance with the Irrevocable Fee
Protection Agreement.

12. ASSIGNMENT:
Each Party to this Agreement may assign this Agreement or its total or partial performance hereof to any
other company, which assumes the obligations of the assigning party under the terms of the assignment.
Formal notice of the assignment shall be rendered to the other party of this Agreement expressly indicating
it on the assigner's full contact particulars.

13. TERM OF AGREEMENT:

This Agreement is a full recourse commercial commitment enforceable under the laws of Switzerland. And,
said law shall govern the interpretation, enforceability, performance, execution, validity and any other such
matter of this Agreement, which shall remain in full force and effect until completion of the said transaction
and it is legally binding upon the Parties signatories, their heirs, successors and assigns, agents, principals,
attorneys and all associated partners involved in this Agreement/contract/transaction.

14. LAW AND ARBITRATION:

This Agreement is a full recourse commercial commitment enforceable under the laws of Switzerland, and
any dispute is to be resolved under the ICC rules for arbitration, unless the Injured-Party takes legal action in
a court of jurisdiction. The Swiss law to applies, and shall govern the interpretation, construction,
enforceability, performance, execution, validity and any other such matter regarding this Agreement.

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.
This Agreement is intended to be performed in accordance with, and only to the extent permitted by all
applicable laws of the 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.

15. ADDENDUM:
It is established that additions may be made to this Association Agreement for Investment and Financial
Cooperation where the fees of the consultants will be determined and the investment and distribution plans
of the joint administration funds will be agreed.

ELECTRONIC TRANSMISSIONS: Each party is to sign and initial this Agreement and send copies to the other
part via Electronic Mail, which 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

Initial PART A: CMCV Initial PART B:

 DEED OF AGREEMENT CODE N°: CARRAPATO VILARINHO/ STE. TRADIMI S.A.R.L -053028-8221

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
Word, Excel and PowerPoint). Both parties specifically agree to do business with each other electronically.

Receipt of the SWIFT wire transfer and confirmation of receipt by Party A’s bank shall
therefore, establish the necessary business relationship and connection to proceed with the
KTT transfer.

Whereas, for purposes of this Agreement, Party A and Party B are in mutual agreement to the
following terms and conditions which are described in this outline and specific to this
transaction:

1. Party A has secured from its bank an acknowledgement that pending the business
relationship; its bankers shall be willing to implement a KTT transfer and to receive on behalf
of Party A such amount of cash funds as shall be agreed between Party A and Party B.
2. Upon receipt of the bank transfer via KTT (Telex) from Party A's bank, Party B in
coordination with the AGENT OF THE BANK RECEIVER OR TRADER will return to the designated
bank coordinates of Party A the sum of 50% the amount originally received from Part A.
3. Party B acknowledges that it has furnished to Party A the required documentation for
completion of the proposed KTT transaction, which documents include but are not limited to:
 Company Information
 Designated Company Signatory
 Company and Signatory Contact Information
 Signatory CIS And Passport Number
 Account Information of Where Funds are Held
 Account Statement Showing Designated Funds for the KTT Transfer (there may be
more than one individual statement required for the initial tranches)
4. The full amount of the KTT Transfer between Party A and Party B is agreed to be €
200.000.000.00 (Two Hundred Million Euro)
5. The Parties agree that the initial tranche may be made for a total amount not to
exceed € 200.000.000.00 (Two Hundred Million Euro) to begin transfers via KTT and once
the agreed first tranche amount is completed, the amounts of subsequent tranches will be
increased as authorized by the Bank Receiver or Trader (Bank or Dealer herein referred
to as Party C) from Party B to ensure smooth processing. The Parties agree that Party B will
endeavor to complete the full amount of the KTT Transfer as quickly as possible and will be
responsible for paying its share of 50% of all costs of banking services and fees required on its
part for execution of the KTT operation of this agreement.
6. It is agreed that the individual designated bankers of Party A and Party B shall
complete this KTT transfer bank to bank. The designated representatives of Party A and Party

Initial PART A: CMCV Initial PART B:

 DEED OF AGREEMENT CODE N°: CARRAPATO VILARINHO/ STE. TRADIMI S.A.R.L -053028-8221

B shall not interfere with or be authorized to obtain or receive any telex codes unless
authorized by the individual bank officers completing the transfer and for the effective purpose
thereof.
7. Party A and Party B agree that all funds transferred from Party B to Party A
8. Shall be divided between the Parties in an amount of 45% for Party A and 55% for
Party B.
9. Upon completion of the transfer and distribution as agreed to above of the full
contract amount of € 200.000.000.00 (Two Hundred Million Euro) this agreement shall be
considered completed and subsequently terminated.
10. Each Party B, shall be responsible for paying any commission fees to their respective
intermediaries in the transaction. Intermediaries for Party B are named in Addendum A.

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.

SIGNATURES:
Agreed and accepted by all Parties
INVESTOR BY “PARTY A”: CESAR VILARINHO DEVELOPER BY “PARTY B”: STE. TRADIMI S.A.R.L

Represented By CESAR MANUEL CARRAPATO Represented By

VILARINHO
Title ACCOUNT OWNER OF THE Title
FOUNDS
PASSPORT №: CA360203 PASSPORT №:
PLACE OF ISSUE PORTUGAL PLACE OF ISSUE
ISSUE DATE: 11 of January, 2019 ISSUE DATE:
EXPIRY DATE: 11 of January, 2024 EXPIRY DATE:

ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND

SIGNATURE
 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 and National Commerce Act or such other applicable law conforming to the UNCITRAL
Model Law on Electronic Signatures (2001) and
 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 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.

Initial PART A: CMCV Initial PART B:

DEED OF AGREEMENT CODE N°: CARRAPATO VILARINHO/ STE. TRADIMI S.A.R.L -053028-8221

INVESTOR / PARTY-A PASSPORT COPY

Initial PART A: CMCV Initial PART B:

DEED OF AGREEMENT CODE N°: CARRAPATO VILARINHO/ STE. TRADIMI S.A.R.L -053028-8221

PARTY- B (DEVELOPER’S) PASSPORT COP

Initial PART A: CMCV Initial PART B:

DEED OF AGREEMENT CODE N°: CARRAPATO VILARINHO/ STE. TRADIMI S.A.R.L -053028-8221

CERTIFICATE OF INCORPORATION OF PART – B

Initial PART A: CMCV Initial PART B: