AGREEMENT: TT- ISEP-CIIL-1.

41T-7-2023
DATE: July 17, 2023

PARTNERSHIP AGREEMENT FOR THE INTERNATIONAL

INVESTMENT CO-OPERATION VIA DIRECT CASH (TT)
TRANSFER

This Agreement for Delivery of Cash Funds for International Investment (hereinafter referred

to as the "Agreement"), becomes legally effective as of July 17, 2023 which is entered into by and between

the following Parties:

BY AND BETWEEN:

PARTY-A / INVESTOR / SENDER

COMPANY NAME: ISEP GMBH

COMPANY ADDRESS:
AMTSHFSTRASSE 8，EICKLINGEN
NIEDERSACHSEN,GERMANY,DE-29358

COMPANY REGISTRATION N°: 204229

REPRESENTED BY: DR. MEIER ALBRECHT
TITLE: CEO

PASSPORT N°: C263FC2MN

DATE OF ISSUE:
16 MAR 2018
DATE OF ENDING: 15 MAR 2028
NATIONALITY: GERMANY
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS: KANZLEISTRASSE 9,CELLE,29221,GERMANY

BANK BIC/SWIFT CODE DEUTDE2H257

ACCOUNT NAME: ISEP GMBH
IBAN NUMBER: DE03 2577 0069 0021 5541 00
BANK OFFICER'S NAME:
BANK OFFICER'S PHONE:
BANK OFFICER'S E-MAIL:

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With full legal and corporate authority to sign this Agreement, hereinafter referred to as the "PARTY A" or
the “INVESTOR”

AND
PARTY-B / PARTNER / RECEIVER

COMPANY NAME:
COMPANY ADDRESS:
COMPANY REGISTRATION N°:
REPRESENTED BY:
PASSPORT N°:
DATE OF ISSUE:
DATE OF ENDING:
NATIONALITY:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
ACCOUNT NAME:
IBAN NUMBER:
BANK OFFICER'S NAME:
BANK OFFICER'S PHONE:
BANK OFFICER'S E-MAIL:

With full legal and corporate authority to sign this Agreement, hereinafter referred to as the "PARTY B" or
the “PARTNER “.
Hereinafter both Parties jointly referred to as “THE PARTIES”.

WHEREAS the PARTIES join and bind together, for mutual benefit and protection and mutually recognize
the financial benefit for both parties concerned, therefore conclude the present Agreement for the purpose
of joint activity for receiving income through (but not limited to) financial operations and other transactions,
using financial bank operation and/or other possibilities for financing/raising funds, International
Investment or documentary operations

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organized and arranged from PARTY-B for the purposes of the joint financing of International Investment.

WHEREAS the INVESTOR is entitled and is ready and able to invest good, clean, clear, and of non-criminal
origin funds into various INVESTMENT and the PARTNER are ready and able to receive and to accept these
International Investment funds in EUR for the use of Investment Business under the guidelines set forth
herein.

NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained in
this Agreement, and for the other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:

1. SUBJECT AND PURPOSE OF AGREEMENT:

1 ・ 1 ・ Under present Agreement Parties have agreed that INVESTOR is willing to invest cash funds via
FRONT DESK TT cash transfer to the above-named PARTNER the total amount of
€1,410,000,000,000.00 (ONE TRILLION FOUR HUNDRED AND TEN BILLION Euros), for the
purpose specified in the §. 2.1 of the present Agreement, and PARTNER irrevocably agrees to
receive and accept Investment and utilize it according to the purposes specified in the§.2.1. and the
procedure(§5) of the present Agreement.

1.2. Places of Business - As the PARTNER may locate its place or places of business at any place or
places as he must determine and identify to the INVESTOR. The initial places of business shall be at
its principal office location.

2・ CAPITAL CONTRIBUTION:
2 ・ 1 ・ The INVESTOR grants International Investment under the procedure (§5) of the present
Agreement to the PARTNER for Re-Distribution and financing of future's International Investment.

2.2. INVESTOR hereby warrants and assures to PARTNER under penalty of perjury that the International
Investment funds are derived from legal sources and not from any other criminal activity. Further,
the INVESTOR warrants and confirms that the fund are good, MO, clean, and cleared, of non-
criminal or terrorist origin and totally free of any encumbrances, costs, charges, liens, litigation,
mortgages, taxes of any kind or nature whatsoever.

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2.3. INVESTOR hereby irrevocably agrees to transfer the total sum of (€ 1,410,000,000,000.00 (ONE
TRILLION FOUR HUNDRED AND TEN BILLION Euros) via FRONT DESK TT cash transfer, and the
parties agreed that the First Tranche would be in amount of € 1,410,000,000,000.00 (ONE
TRILLION FOUR HUNDRED AND TEN BILLION Euros), and the tranche of the International
Investment Funds to be transferred to the PARTNER bank accounts details designated herein.

2.4. The full amount will be transferred in one tranche. The time of transfer of the tranche must be
agreed separately.

2.5. This tranche of Investment Fund under the present Agreement will be transferred to the above
stated bank accounts of the PARTNER via FRONT DESK TT cash transfer from the INVESTOR's bank.

2.6. The PARTNER will manage the International Investment funds on behalf of INVESTOR as the terms
of this Agreement.

2.7. After each transfer of funds into each separate INVESTOR’S Investment, the PARTNER immediately
provides a copy statement of his account to the INVESTOR to verify the acceptance of the funds for
the International Investment.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES:

The INVESTOR irrevocably undertakes to:
3.1. Grant to the PARTNER International Investment in amount and on conditions specified above in the
present Agreement.

3.2. Make transfer of International Investment from clean and clear cash funds of noncriminal orig in,
free of liens and encumbrances via FRONT DESK TT cash transfer.

3.3. Control the usage of International Investment funds.

3.4. With the transfer of the International Investment funds into the Receiving Bank Account determined
by PARTNER and the provision of the transfer slip of the International Investment funds in each
separate tranche, the obligations of the INVESTOR under this contract are considered fulfilled.
The PARTNER irrevocably undertakes to:

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3.5. To provide the contract to the partner's Bank and to organize the unimpeded receipt of the
International Investment Funds.

3.6. Receive and accept International Investment sent by the Investor in accordance with the terms of
present agreement.

3.7. In any and every case, do not use directly or indirectly the International Investment funds for all and
any illegal activity, including but not limited to weapons and warfare trade, illegal drug trade,
criminal and/or terroristic activity, slavery, piracy etc

3.8 The Partner/Receiver shall transfer the reinvestment amount of the funds to International
Investment identified by the Investor as per separate Payment Guarantee Letter/or Irrevocable In ter
national Investment Distribution Payment Agreement (IIDPA).

3.9 The Partner/Receiver will be free to invest as per separate Payment Guarantee Letter/or Irrevocable
International Investment Distribution Payment Agreement (IIDPA) in Investment of his choice.

3.10 The Partner/Receiver shall pay commission to the intermediaries as per separate Payment
Guarantee Letter/or Irrevocable International Investment Distribution Payment Agreement (IIDPA).

3.11 The Partner/Receiver shall do this transfers to Investor Investment Business and to intermediaries
with in 3 banking days.

4. TRANSACTION DETAILS:
CURRENCY: EURO
TYPE OF FUNDS: INVESTMENT CASH FUNDS
TYPE OF TRANSFER: FRONT DESK TT CASH TRANSFER

TOTAL AMOUNT: € 1,410,000,000,000.00

((ONE TRILLION FOUR HUNDRED AND TEN BILLION Euros)

FIRST TRANCHE: € 1,410,000,000,000.00

((ONE TRILLION FOUR HUNDRED AND TEN BILLION Euros)
INVESTOR'S BANK NAME: DEUTSCHE BANK PLC

NOTES:

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5・ TRANSACTION PROCEDURE:
5.1. Investor and Partner execute, sign and seal this partnership agreement, which thereby automatically
becomes a full commercial recourse contract.
5.2. Within 3 banking days upon successfully checked and blocked of the funds in Investor partner's
account, Receiver partner shall redistribute the International Investment funds as per separate
Payment Guarantee Letter/or Irrevocable International Investment Distribution Payment Agreement
(IIDPA) first, then Investor transfer the said cash fund of the first tranche amount via direct cash
transfer to Partner's designated bank account.
5.3. And Investor provides the necessary fund transfer slip for Partner to verify the fund.
5.4. All following tranches will be executed under the same procedure.

6・ NON-SOLICITATION:
6.1. The PARTNER here by confirms and declares that the INVESTOR(Sender),his shareholders, partners,
representatives, any person or persons on his behalf have never asked him, his shareholders,
associates and representatives in any way that can be construed as a request for this or any future
transaction.

6.2. Any delay or failure by any Party to fulfil its respective obligations under this Agreement is in
violation of this Agreement and will trigger claims for damages, unless and to the extent that such
delay or failure is not caused by any event. force majeure circumstances beyond the control of such
a party.

6.3. The term “Beyond the Control of Such Party” includes an act of war, insurrection, fire, flood,
earthquake or other natural disaster or any other reason beyond the control of such party or arising
from the exercise of reasonable diligence by the party. cannot foresee, prevent or correct.

7・ REPRESENTATIONS AND WARRANTIES:

7.1. REPRESENTATIONS, ORGANIZATION: Each Party is duly organized, validly existing and in good
standing under the laws of its jurisdiction of formation, with all requisite power and authority to enter
into this Agreement, to perform its obligations here under and conduct the present business of the
International Investment Program and to develop Investment as mutually agreed herein.

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7.2. ENFORCE ABILITY: This Agreement constitutes the legal, valid and binding obligation of such party
enforceable in accordance with its terms.

7.3. PARTY-B / PARTNER'S STATEMENT: PARTY-B (RECEIVER) hereby irrevocably confirms and
guarantees with full corporate, personal and legal responsibility under penalty of perjury, that have
already all the needed authorizations of receiver country banking and monetary and governmental
authorities to perform as qualified general tender developer for this commitment contractual
transaction.

7.4. CONSENTS AND AUTHORITY: No 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 and granted.

7.5. NO CONFLICT: The execution and delivery of this Agreement by it and the consummation of the
transactions contemplated hereby by it do not conflict with nor contravene the provisions of its
organizational documents, nor any other agreement or instrument by which it or its properties or
assets are bound by any law, rule, regulation, order or decree to which it or its properties or assets
are-subject.

7.6. PARTIES AFFIDAVIT: Both Parties confirm that they have been afforded the opportunity to seek
and rely upon the advice of its/their own attorneys, accountants, and other professional advisers in
connection with the execution of this Agreement. In addition, both Parties understand and accept
the whole content of the present Agreement and shall honour its written conditions.

8. 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.

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9 ・ SPECIFIC PERFORMANCE AND OTHER RIGHTS: 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.

10・PRIOR AGREEMENTS, CONSTRUCTION AND ENTIRE AGREEMENT: This Agreement,including the

Exhibits and other documents referred to herein (which form a part hereof), constitutes the entire

agreement of the parties with respect to the subject matter hereof, and supersedes all prior agreements and

understandings between them as to such subject matter and all such prior agreements and understandings

are merged herein and shall not survive the execution and delivery hereof. In the event of any conflict

between the provisions of this Agreement and those of any Joint Ventures Agreement, the provisions of the

applicable Joint Venture Agreement shall control.

11 ・ AMENDMENTS: This Agreement may not be amended, altered, or modified except upon the
unanimous by instrument in writing and signed by each of Investor and MANAGER.

12 ・ SEVERABILITY:IfanyprovisionofthisAgreementshallbeheldordeemedbyafinalorderof a competent
authority to be invalid, inoperative or unenforceable, such circumstance shall not have the effect of

rendering any other provision or provisions herein contained invalid, inoperative or unenforceable, but this

Agreement shall be construed as if such invalid, inoperative or unenforceable provision had never been

contained herein so as to give full force and effect to the remaining such terms and provisions.

13 ・ 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.

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14 ・ APPLICABLE LAW AND JURISDICTION : This Agreement shall be governed by and construed in
 AGREEMENT: TT- ISEP-CIIL-1.41T-7-2023
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accordance with the laws of the Paris. 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.

15 ・ TAXES: All Re-Distribution payments to be made by Payer shall be all exempt and free of any
taxes,and all taxes shall be the sole responsibility of the Payer only.

16 ・ 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.

17 ・ ARBITRATION: Every attempt shall be made to resolve disputes arising from unintended or
inadvertent violation of this contractual agreement as far as possible amicably. In the event that

adjudication is required local legal process shall be preceded with according to the principal of the ICC as

above indicated. Where judicial resolution is not thereby achieved, this matter shall be settled by the ICC

itself and the decision of which all Parties shall consider to be final and binding. No State court of any

nation shall have subject matter jurisdiction over matters arising under this Agreement.

18 ・ SURVIVAL: The covenants contained in this Agreement which, by their terms, require performance
after the expiration or termination of this Agreement shall be enforceable notwithstanding the expiration or

other termination of this Agreement.

19 ・ HEADINGS: Headings are included solely for convenience of reference and if there is any conflict
between headings and the text of this Agreement, the text shall control.

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20. CURRENCY: Any exchange of funds between INVESTOR and PARTNER shall be made in the different
currency in which the Investor transferred the International Investment funds. In addition, all calculations, and

procedures pursuant to this Agreement, and any joint venture agreement directly or indirectly related to this
transaction, shall be based on ICC regulations in Paris, France.

21. SIGNATURES:

ACKNOWLEDGED, CONFIRMED AND ACCEPTED BY BOTH PARTIES ON July 17, 2023

SIGNATURES OF THE PARTIES

AGREED AND ACCEPTED FOR AND ON BEHALF OF PARTY-A AND PARTY-B:

FOR AND BEHALF OF SENDER(PARTY-A) FOR AND BEHALF OF RECEIVER(PARTY-B)

ISEP GMBH

[SEAL/ SIGNATURE] [SEAL /SIGNATURE]

<

REPRESENTED BY : DR. MEIER ALBRECHT REPRESENTEDBY :

PASSPORTNO.: C236FC2MN PASSPORTNO.:

DATEOFISSUE: 16 MAR 2018 DATEOFISSUE:

DATE OF ENDING : 15 MAR 2028 DATE OF ENDING:
NATIONALITY: GERMANY NATIONALITY:
DATE OF SIGNING: July 17, 2023 DATE OF SIGNING:
<<<<<<< The Remainder of this Page Is Left Blank Intentionally >>>>>>>>

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 Annex A

PARTY-A / INVESTOR / SENDER - PASSPORT COPY

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Annex B
PARTY-A / INVESTOR / SENDER - CERTIFICATE OF INCORPORATION

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Annex C
PARTY-B / PARTNER / RECEIVER - PASSPORT COPY

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Annex D
PARTY-B / PARTNER / RECEIVER - CERTIFICATE OF INCORPORATION

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ELECTRONIC SIGNATURE IS VALID AND LEGALLY BINDINGAS AN ORIGINAL

IF TRANSMITTED IN SECURE AND CERTIFIED * PDF FORMAT

EDT (Electronic Document Transmissions)

EDT'Sshallbedeemedvalidandenforceableinrespectofanyprovisionsofthiscontract.

As applicable, this agreement shall:

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).

EDTdocumentsshallbesubjecttoEUROPEANcommunitydirectiveno.95/46/EEC,asapplicable. 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 THE AGREEMENT

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