TRANSACTION CODE: FCL/VEL/US$30M-TF/JUL.

21

Terms Sheet Agreement

PAYMENT COMPANY: FINANCIAL AND COMMERCIAL LTD.

CLIENT: VST ENTERPRISES LTD.

Represented by: MR. LOUIS JAMES DAVIS AND MR. NEVILLE BUCKLEY

Country: UNITED KINGDOM

BETWEEN:

(1) FINANCIAL AND COMMERCIAL LTD.

Head Office: INNOVAS, R1 VERDIN EXCHANGE, HIGH STREET, WINSFORD, CHESHIRE CW7 2AN UK.

(Hereinafter referred to as the “PAYMENT COMPANY” which expression shall where the context so admits
includes their successor in title on the one part);

AND

CLIENT: VST ENTERPRISES LTD.

MR. LOUIS JAMES DAVIS AND MR. NEVILLE BUCKLEY

Country Address: CROWE LLP, THE LEXICON MOUNT ST. M2 5NT MANCHESTER, UNITED KINGDOM.

(Hereinafter referred to as the “CLIENT” which expression shall where the context so admits includes their
successor in title and assigns, on the other part)

WHEREBY IT IS AGREE AS FOLLOWS:

“PAYMENT COMPANY” is desirous to work with “CLIENT” and therefore agrees to transfer the sum amount
in liquid assets totalling US$30,000,000.00 (Thirty Million United States Dollars Only) currently held in our
company’s care.

“PAYMENT COMPANY” is Ready, Willing and Able to provide and arrange the total funds transfer as
requested by “THE CLIENT” in US$30,000,000.00 (Thirty Million United States Dollars Only) in the Lawful
Currency of The United States of America (USD) undertakes that the funds are of good, clean, clear and of
Non-Criminal Origin in nature.
WHEREAS:

The “CLIENT” hereby irrevocably certifies, represents and warrants, on behalf of the “PAYMENT COMPANY”
with full corporate authority and responsibility, under penalty of perjury, that he/she undertakes full
responsibility for the total Amount and have power to sign, and receive the aforementioned funds for his/her
receiving bank coordinate listed below in his country.

WHEREAS the “PAYMENT COMPANY” hereby irrevocably certifies, represents and warrants as the
custodian of the funds and takes full responsibility, under penalty of perjury, that she is duly authorised as the
PAYMENT COMPANY, has possession of the funds and agrees to TRANSFER the funds into the “CLIENT’S”
designated bank account.

WITNESS:

THEREFORE, in consideration of their mutual covenants, the “CLIENT” and “PAYMENT COMPANY”, both
PARTIES, hereby jointly agree and accept to form a binding contract on the onward lodging and transfer of
the total funds to the beneficiary bank coordinates as provided below:

CLIENT’S RECEIVING BANK COORDINATES:

BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT NUMBER:
SWIFT CODE:
FULL NAMES:
CONTACT ADDRESS:
PASSPORT NO.:
NATIONALITY:
BORROWER EMAIL:

COMPANY’S BANK ACCOUNT DETAILS TO DISBURSE THE FUNDS:

BANK NAME: Bank of America

BANK ADDRESS: P.O. BOX 27025, RICHMOND VA
ACCOUNT NAME: F & Commercial LLC
ADDRESS: 3403 North Rybolt Avenue Indianapolis IN 46222
ACCOUNT NO.: 374004991647
ROUTING NO.: 026009593
SWIFT CODE: BOFAUS3N

CONFIDENTIAL INFORMATION:
The term “CONFIDENTIAL INFORMATION” means any information or materials which are obtained from the
“CLIENT” regarding the transfer of the funds, whether in writing or verbal, which is not generally known other
than by the may obtain through any direct or indirect contact with the “PAYMENT COMPANY”.

The PAYMENT COMPANY” also agrees to protect the confidentiality of all business dealings and private
details of the “CLIENT”.

Confidential information includes, without limitation:

Business records and plans in UK or any other country.

GENERAL PROVISIONS
1. This contract represents the entire agreement between the parties hereto; either written or verbal, any
prior agreement shall be superseded by this contract. This agreement shall be subject to the laws of the
United Kingdom.

2. All warrants and representations herein shall survive the closing of this contract. This contract may not be
amended, altered or changed in any provision except in writing executed by both parties.
3. It is duly understood that in the event any section of this contract should be voided or unenforceable under
competent authority, in arbitration or court, the remaining sections of the agreement shall survive and be
enforceable.

4. The “CLIENT” and the “PAYMENT COMPANY” shall be equally bound and obligated to perform all
covenants of this transfer/payment Agreement. Both the parties warrant that to the best of their knowledge
that the representations made in this contract are true.

5. The signed and exchanged email copies of this contract agreement text shall have the same binding
effect as the original until the original is signed and exchanged.

6. FUND TRANSFER: The “PAYMENT COMPANY” will remit the total fund to “CLIENT” by Bank to Bank
transfer after moving the total funds US$30,000,000.00 (Thirty Million United States Dollars Only) from the
PAYMENT COMPANY’s Vault into her local bank account and then sent via wire transfer into CLIENT’S
provided bank coordinates.

7. LET IT BE KNOWN: That each of the parties have set their hands to this PAYMENT/TRANSFER
AGREEMENT both personally and as representatives or associates of their companies / organizations, with
full knowledge that each is liable for the remedies prescribed by Law for breach or default of the terms
contained herein, to which each hereby attests that they are fully cognizant; and all statements made herein
are made, subject to the penalty of perjury.

8. HANDLING CHARGES: That the Beneficiary MUST pay the sum of US$20,900.00 (Twenty
Thousand Nine Hundred United States Dollars Only) for CLOSING FEES which you will pay after
signing and counter-signing of the Agreement upon your arrival in our office in Istanbul, Turkey.

IN WITNESS HEREOF the parties set their signatures and seals and duly execute the foregoing instrument or
cause the same to be executed the date and day hereunder written.

FOR AND ON BEHALF OF “VST ENTERPRISES LTD.”

………………………………………………………….
MR. LOUIS JAMES DAVIS AND MR. NEVILLE BUCKLEY
DATE: 22ND JULY, 2021.

FOR AND ON BEHALF OF: “PAYMENT COMPANY”

Authorised signatory:
Mr. Kenneth Coleman

……………………………………
SIGNATURE FOR FUNDING EXECUTIVES
DATE: 22ND JULY, 2021.
 CLIENT INFORMATION SHEET
Business Name : FINANCIAL AND COMMERCIAL LTD.
Corporate address : INNOVAS, R1 VERDIN EXCHANGE, HIGH STREET, WINSFORD,
CHESHIRE CW7 2AN UNITED KINGDOM.
Registered Number : 04872428
Telephone : +44 203 318 5470 / +1 345 329 2748
Signatory(s) : MR. PAUL ANTHONY TEASDALE
MS. JOANNE HOLDING
MR. KENNETH COLEMAN

E-Mail Address : info@financialandcommercialltd.com

Bank Information

BANK NAME: Bank of America

BANK ADDRESS: P.O. BOX 27025, RICHMOND VA
ACCOUNT NAME: F & Commercial LLC
ADDRESS: 3403 North Rybolt Avenue Indianapolis IN 46222
ACCOUNT NO.: 374004991647
ROUTING NO.: 026009593
SWIFT CODE: BOFAUS3N

Origin of Funds:
PROCEED FROM INVESTMENT AND REAL ESTATE OF INVESTORS

Are these Funds free and clear? Yes

Brief description of Corporate Activity: We provide one stop automated solution for all financial
needs using our investors’ funds under our care.

Name: Mr. Kenneth Coleman

Company: FINANCIAL AND COMMERCIAL LTD.
Title: HEAD OF OPERATIONS
 CORPORATE BOARD RESOLUTION
Date :- 15th June, 2017.

CERTIFIED TRUE COPY OF THE EXTRACT FROM THE MINUTES OF THE MEETING OF THE BOARD OF
DIRECTORS HELD AT INNOVAS, R1 VERDIN EXCHANGE, HIGH STREET, WINSFORD, CHESHIRE CW7 2AN
UNITED KINGDOM ON 15TH JANUARY, 2017.

The Board passed the following resolution:-

RESOLVED THAT any of the following Authorised signatories of the company are hereby authorized,
given a power of attorney, singly / jointly, on behalf of the company to sign, submit and execute
Every Loan Agreement and other required applications, letters, documents, deeds and writings and
do all such acts, deeds and things as may be required in this regard to implement and give effect to
this resolution:

Name Signature

1. MR. KENNETH COLEMAN

Designation: Logistic Manager

RESOLVED FURTHER THAT the Common Seal of the Company be affixed in accordance with the provisions of
the Articles of Association of the Company on the Agreement(s) and other documents as may be required in
this regard.”

COMPANY’S SEAL:

For: FINANCIAL AND COMMERCIAL LTD.

Signature:
Name: MR. PAUL ANTHONY TEASDALE
Designation: Director
DEAR SIR,

AUTHORIZATION LETTER TO HANDLE THE COMPANY’S LOGISTICS

WE HEREBY CONFIRM WITH FULL CORPORATE RESPONSIBILITY UNDER PENALTY OF

PERJURY THAT WE THE UNDERSIGNED, HEREBY AUTHORIZE OUR PERSONNEL, MR.
KENNETH COLEMAN TO WORK IN THE CAPACITY AS THE HEAD OF LOGISTICS/HEAD OF
OPERATIONS AND FIELD WORK OFFICER OF FINANCIAL AND COMMERCIAL LTD., UNITED
KINGDOM HANDLING ALL PROTOCOLS, LOGISTICS, FIELD WORKS AND SIGNING OF
CONTRACT/AGREEMENT ON BEHALF OF THE COMPANY IN ISTANBUL TURKEY.

THAT THE AUTHORIZED PERSONS ARE WELL KNOWN TO OUR COMPANY AS AN

EMPLOYEE, HENCE YOUR MANAGEMENT AND THE ENTIRE PUBLIC ARE AT LIBERTY TO
WORK WITH THEM WHOLEHEARTEDLY AND POSSIBLY GIVE THEM ALL THE HELPS
NEEDED.

THE ABOVE IS FURNISHED TO YOU IN STRICTEST CONFIDENCE TO YOUR REQUEST.

THANKS FOR YOUR ANTICIPATED CO-OPERATION.

FOR AND ON BEHALF OF

MR. PAUL ANTHONY TEASDALE

Direct Tel.: +44 703 195 2531