CORPORATE AGREEMENT FOR SWIFT MT103 WIRE TRANSFER VIA BANK TO BANK

COMUNICATION DEED OF AGREEMENT

TRANSACTION ID:

This Fiduciary Agreement via SWIFT MT103 TT CASH Wire transfer and the attached Annexes (further
designated as the Agreement) are entered on this NOVEMBER 21ST 2022, by and between:

PARTY-A / PROVIDER:

COMPANY NAME: BUSINESS & PERSONAL SOLUTIONS GROUP PTY LTD

COMPANY ADDRESS: 6 WAYNE AVENUE SANDY BAY TASMANIA AUSTRALIA
BANK NAME: COMMON WEALTH BANK OF AUSTRALIA
SENDER INFORMATION: 3215 LOGAN RD, UNDERWOOD, QLD AUSTRALIA
BANK ADDRESS:
SWIFT CODE: CTBAAU25
ACCOUNT NAME: BUSINESS & PERSONAL SOLUTIONS GROUP PTY LTD
ACCOUNT No. (USD): 10083917. BSB: 064050
ACCOUNT SIGNATORY MANUEL DE JESUS ESPINOZA
CLIENT’S NATIONALITY: AUSTRALIA
PASSPORT NUMBER: PE0417864
DATE OF EXPIRATION: 02 OCTOBER 2027

(Hereinafter referred to as the “First Party”):

AND

PARTY-B / RECEIVER:
COMPANY NAME:

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 COMPANY ADDRESS:

REPRESENTED BY:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO. :
BANK OFFICER NAME:
CLIENT’S NATIONALITY:
PASSPORT NUMBER:
DATE OF ISSUANCE:
DATE OF EXPIRATION:

RECEIVER is licensed and must abide by WIRE TRANSFER Banking Laws and Regulations, set through compliance
and due diligence requirements for International Banking / Business / Commodity transactions worldwide.
RECEIVER has Approvals to accept large deposits / a sum of monies from around the World, RECEIVER has Bank
Approvals to accept / conclude large International / Global Business Transactions.

(Hereinafter referred to as the “Second Party”):

WHEREAS: The Party- B is ready and able to receive this Pay Order as a joint venture investments for parties
herein for the execution of various infrastructure development projects, & Part- B is ready willing and able to
receive said CASH TRANSFERS up to $200,000,000 (Two hundred million Usd) VIA the SWIFT MT-103[CASH
TRANSFER] from Party-A, these funds will be invested/disbursed by PartyB as per PAYOUT LIST instructions.

WHEREAS: The Party-A represents and warrants, with full corporate and legal responsibility, that he has
permission to enter into this Joint Venture Investment Agreement, as well as declares under penalty of perjury that
the funds as per Party A bank statement hereby noted as Annexure are good, clean, clear, and free of non-criminal
origin, are free and clear of liens, encumbrances and third parties interests.

WHEREAS: The Party-B is ready will and able to Receive $200,000,000 (Two hundred million Usd) by way of
Cash Transfer via SWIFT MT-103 CASH WIRETRANSFER, which will be disbursed in accordance with the PAYOUT
LIST instructions.

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 III. DESCRIPTION OF TRANSACTION
Sender’s Instrument SWIFT MT-103 CASh WIRE TRANSFER
Total nominal face value: $200,000,000 (Two hundred million Usd)
First Trench €10,000,000 (Ten million Usd)
Subsequent Tranches €50,000,000(Fifty million Usd) each till the total trench is reached
Remittance by: VIA SWIFT MT-103 CASH TRANSFER

Payment by: Wire Transfer SWIFT MT103 Within 1 Banking Day

Special remarks: It Is Understood That the Exact Amount and Timing of Tranches Are Defined Between
Sender and Receiver.
Total Profits Receiving: 40% to Sender and Bank Officials
Profits Ratio:

1. CASH TRANSFER VIA SWIFT MT-103 TT CASH

PROCEDURE

 Sender and Receiver will sign the contract

 Receiver will pay 50,000 USD that will be used to cover this transaction cost to the law firm escrow account
 Law firm will notify the sending company immediately they receive the 50,000usd
 Sender will use his own money to pay for the transaction cost at the bank in Australia
 Sender bank officer will release the first trench of 10m USD
 Receiver will notify the law firm when the fund arrive in their account
 Receiver will payout sender 40%
 Law firm will release the 50,000usd to the sender
 After receiver pays out we will proceed with the next trench

2. NON-SOLICITATION

Receiver hereby confirms and declares that its associates or representatives, or any other person(s) 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 future transactions. Any delay in or failure of
performance by either party of their respective obligations under this Agreement constitute a breach
hereunder and will give rise to claims for damages if, and to the extent that such delay(s) or failure(s) in
performance is(are) not caused by event(s) or circumstance beyond the control of such party in default.

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The term Beyond the Control of Such Party include Act of War, Rebellion, Fire, Flood, Earthquake or other
natural disasters, and any other cause not within the control of such nonperforming party, or which the non-
performing party by exercise of reasonable diligence is unable to foresee or prevent or remedy.

3. REPRESENTATIONS AND WARRANTIES

(a) Organization. It is duly organized, validly existing and in good standing under the laws of its
jurisdiction of formation with requisite power and authority to enter into this Agreement, to perform its
obligations hereunder and to conduct the business of this transaction.

(b) Enforceability. This Agreement constitutes the legal, valid and binding obligation of such party
enforceable in accordance with its terms.

(c) Consents and Authority. No consents or approvals are required from any of the governmental
authority or other person for it to enter into this Agreement. actions on the part of such acting 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.

(d) 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 or contravene the provisions of its organizational
documents or any agreement or instrument by which it or its properties or assets are bound or any law, rule,
regulation, order or decree to which it or its properties or assets are subject.

(e) Receiver. It has been afforded the opportunity to seek and rely upon the advice of its own attorney,
accountant or other professional advisor in connection with the execution of this Agreement. Both Parties
shGPI do so in respect of each other and under this Agreement written conditions.

4. MISCELLANEOUS

(a) Notice(s). The two authorized signatories will execute any modifications, amendments, and addendums
or follow on contracts respectively. When signed and referenced to this Agreement, whether received by mail
or facsimile transmission as and any facsimile or photocopies certified as true copies of the originals by both
Parties hereto be considered as an original, both leg binding and enforceable for the term of this Agreement.

(b) Specific Performance; Other Rights . The Parties recognize that several of the rights granted under this
Agreement are unique and, accordingly, the Parties in addition to such other remedies as may be available to

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them at law or in equity, have the right to enforce their rights under this Agreement by actions for injunctive
relief and specific performance.

(c) Prior Agreements; Construction; 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 prior agreements and understandings between them as
to such subject matter and such prior agreements and understandings are merged herein and shGPI 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 shGPI control.

(d) Amendments. This Agreement may not be amended, altered or modified except (i) upon the unanimous
by instrument in writing and signed by each of the Investor and Asset Manager.

(e) Severability. If any provision of this Agreement be held or deemed by a final order of a competent
authority to be invalid, inoperative or unenforceable, such circumstance shGPI 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.

(e) Counterparts. This Agreement may be executed in one or more counterparts, of which shGPI be
considered one and the same agreement and sh become effective when one or more such counterparts have
been signed by and delivered to each of the Parties.

(f) Applicable Law; Jurisdiction. This Agreement sh be governed by and construed in accordance with the
laws of the Paris. The Parties consent to the exclusive jurisdiction of the Paris 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.

(g) Waiver of Jury Trial. The Parties Hereto Hereby Irrevocably and Unconditioned Waive Trial By Jury In
Any Legal Action Or Proceeding Relating To This Agreement And For Any Counterclaim Therein.

(h) No Rights of Third Parties . This Agreement is made solely and specific between and for the benefit of
the Parties hereto and their respective members, successors and assigns subject to the express provisions
hereof relating to successors and assigns, and (ii) no other Person whatsoever shGPI have any rights, interest,
or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party
beneficiary or otherwise.

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(i) Survival. The covenants contained in this Agreement which, by their terms, require performance after
the expiration or termination of this Agreement be enforceable notwithstanding the expiration or other
termination of this Agreement.
(j) 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 control.

(k) No Broker. Each of Investor and Asset Manager represent and warrant that it has not dealt with any
broker in connection with this Agreement and agrees to indemnify, defend and hold harmless each other
party hereto and it’s Affiliates from claims and/or damages as a result of this representation and warranty
being false.

(l) Currency. Any exchange of funds between Sender and Receiver be made in the same currency in which
the Sender transferred the investment fund. In addition, calculations pursuant to this Agreement and any
Joint Venture Agreement be based on ICC regulations in Paris.

5. ARBITRATION

(a) disputes and questions whatsoever which arises between the Parties to this Agreement and touching on
this Agreement on the construction or application thereof or any account cost, liability to be made hereunder
or as to any act or way relating to this Agreement be settled by the arbitration in accordance with the
arbitration laws of the ICC, Paris, France.

(b) Every attempt 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 shGPI be preceded with according to the principal of the ICC as above indicated. Where judicial
resolution is not thereby achieved, this matter be settled by the ICC itself and the decision of which Parties
consider to be final and binding. No State court of any nation shGPI have subject matter jurisdiction over
matters arising under this Agreement.

This Agreement contains the entire agreement and understanding concerning the subject matter hereof and
supersedes and replaces prior negotiations and proposed agreements, written or oral. Neither of the Parties
may alter, amend, nor modify this Agreement, except by an instrument in writing signed by both Parties.

(c) This Agreement will be governed by and construed in accordance with the laws of United Kingdom. In
the event that either party be required to bring any legal actions against the other in order to enforce any of
the terms of this Agreement the prevailing party be entitled to recover reasonably attorney fees and costs.

(d) Communications will take place on the account to account only. No exceptions, e-mail, attachments of
this document, when duly executed are to be considered originals and binding documents.

(e) This Agreement once executed by both Parties will become effective as of the date first written above.
Any official notice(s) exchanged by the Parties hereto, be sent to the first mentioned address(s) herein or as

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may be attached by addenda hereto. A facsimile or electronic I transferred copy of this Agreement, duly
signed by both Parties, be deemed original.

6. EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT (Electronic document transmissions) be deemed valid and enforceable in respect of any provisions of this
Contract, and as applicable, this Agreement 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);

● ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the

United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT); and

● EDT documents 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 shGPI in no manner delay the Parties from performing their
respective obligations and duties under EDT instruments.

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IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon this
Agreement as of this NOVEMBER 21ST 2022

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

________________________________________________________________________
BUSINESS & PERSONAL SOLUTIONS GROUP PTY LTD
SIGNATORY NAME: MANUEL DE JESUS ESPINOZA
TITLE: CEO
NATIONALITY: AUSTRALIAN
PASSPORT NO.: PE0417865
ISSUED DATE: 02 OCTOBER 2017
EXPIRATION DATE: 02 OCTOBER 2027
ISSUED BY : AUSTRALIA
DATE OF BIRTH: 09 OCTOBER 1968

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

__________________________________________________________________________

SIGNATORY NAME:
TITLE:
NATIONALITY:
PASSPORT NO.:
ISSUED DATE:
EXPIRATION DATE:
ISSUED BY:
DATE OF BIRTH:

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Payer:
I, _________________________________, as a Payer, hereby irrevocably and unconditionally, without protest, demand or
delay, promise and guarantee to pay Consultancy Fees as indicated below of the face value of the instruments, for
the benefit of the consultants being hereinafter called collectively the “Beneficiaries” and individually a
“Beneficiary”.

The said consultancy fee shall be paid upon the successful closing of each and every tranche concurrently with each
payment of the instruments purchased by us. Further, the said consultancy fees shall be paid in good, clean clear
and unencumbered Euros/Dollars and delivered, via Wire Transfer, to your designated trust/bank account
coordinates.

We hereby declare that we are fully aware that the information received from you is in direct response to our
request and is not in any way considered or intended to be a solicitation of funds of any sort, or any type of
offering, and is intended for our general knowledge only. We hereby affirm, under penalty of perjury, that we have
requested information from you and your organization by our choice and free will, and further that you have not
solicited us in any way. Intermediaries are NOT Advisors of any kind.

Parties to this agreement are independent contractors and all contemplated payments and/or disbursements
hereunder are divided interests. Nothing in this agreement construes or creates a partnership or
employer/employee relationship between or among the parties hereto. All taxes, federal, state or other are the
independent responsibility of each of the parties hereto.

The above stated codes and any other identification codes shall remain the same and shall not be changed until this
transaction including any renewals, extensions and additions are fully completed and we agree to respect those.
The transaction code may be amended only by agreement between all parties hereto. This transmission via
facsimile will be accepted as an original and I confirm that I have authority to execute this Agreement.
Irrevocable Fee Protection Agreement for Consultancy Fees as indicated below of the face value from each and
every bank instrument of this transaction, including any rolls or extensions, to be paid by Payer as follow:

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SENDER BANK 1 COORDINATES FOR PROFIT SHARING CLOSED

ACCOUNT NAME: TBA

BANK NAME:
BANK ADDRESS:
ACCOUNT NUMBER:
SWIFT/BICCODE:
USD IBAN
ACCOUNT NAME
BENEFICIARYACCOUNT NAME:
ACCOUNT NUMBER:
SORT CODE:
SWIFT CODE

GROUP BANK 2 COORDINATES FOR % PROFIT SHARING CLOSED REF ASK

ACCOUNT NAME: TBA

BANK NAME:

BANK ADDRESS:
ACCOUNT NUMBER:

SWIFT/BICCODE:
Account Number

BENEFICIARYACCOUNT NAME:

BANK OFFICER NAME:

BANK OFFICER EMAIL:

BANK OFFICER TEL:

RECEIVER BANK COORDINATES FOR 60% PROFIT SHARING

BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NUMBER
(USD)
ACCOUNTNAME

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BANK OFFICER
BANK TELEPHONE &
FAX
ROUTING Number
BENEFICIARY
SPECIAL INSTRUCTION ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL
ORIGIN AND ARE PAYBLE IN CASH IMMEDIATELY UPON RECEIPT BY RECIPIENT’S BANK.”ALL WIRE
TRANSFERS SHALL INCORPORATE ABOVE TEXT MESSAGE AND A COPY OF BANK WIRE TRANSFER SLIP
SHALL BE EMAILED TO:
FOR LEGAL VERIFICATION AND DOCUMENTATION PURSUANT TO PATRIOT ACT / BANK SENDEING
REGULATIONS.

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 SENDER’S PASSPORT COPY:

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 PASSPORT COPY – PARTY B

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 # ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS MANUSCRIPT SIGNATURE
# EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT (Electronic document transmissions) shGPI be deemed valid and enforceable in respect of any provisions of
this Contract. As applicable, this agreement shGPI: -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- Incorporated ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257,
Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business
(UN/CEFACT). -3- As its EDT documents are 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 shGPI in no manner delay the parties from performing their
respective obligations and duties under EDT instruments. Electronic Transmission: Each party is to sign and initial
this Agreement and send copies to the other party via Electronic Mail and shGPI 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 GPI parties. The parties’ consent and agree to be bound contract GPIy by electronic
communications relative to the matters addressed in this Agreement. By executing this Agreement both parties
acknowledge that they have the hardware and software required to receive and transmit communications (emails
and email attachments) electronic GPIy to each other, in generGPIy acceptable business formats (such as, but not
limited to, Microsoft Excel PowerPoint). Both parties specific GPIy agree to do business with each other electronic
GPIy. 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.

# Electronic signature is valid and accepted as hand signature #

# GPI Due Diligences is the responsibility of the respective Senders & Receivers Parties. The Mandatories,
Intermediaries, Agents, Platforms will not be liable for anything such as loss or forged Agreements, false
Shippers, Consignees Senders, Receivers, Sellers, Buyers, Intermediaries...

******END OF DOCUMENT******

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