INVESTMENT MANAGEMENT AGREEMENT

SWIFT GPI M T 1 0 3 D I R E C T C A S H T R A N S F E R
AGREEMENT NO.:
DATE: April 15, 2023

Swift MT103 GPI MT103 DIRECT CASH TRANSFER

CUSTUMER INFORMATION SHEET

PART A (Sender):
SIGNATORY INFORMATION

Manager Data
1 Client Name (Signatory)
2 Citizenship
3 Passport Number
4 Passport Issue/Expire Date
5 Expire Date
6 Date of Birth /Date
7 Business Name
Company data
8 Registration Number
9 BANK NAME
10 BANK ADDRESS
11 Bank Officer’s Name
12 Bank Officer Tel
13 Account Signatory Name
: SIMS GBR MIRCEA PAKAY & BUDESCU IOAN
: GERMANY
: C8RZ2XFLH
: 03 – 07 – 2014
: 02 – 07 – 2024
: 19. 11. 1955
: SIMS GBR MIRCEA PAKAY & BUDESCU IOAN
: 201700002022
: DEUTSCHE BANK AG
KAISERSTRABE 90, D-76133 KARLSRUHE, GERMANY
: MR. STUART LEVIS
: +496991032010/ODDER/+4969910031183
SIMS GBR MIRCEA PAKAY & BUDESCU IOAN

Investor’s Bank Data

14 ACCOUNT NUMBER / IBAN DE5160700240097750400
Number EURO
15 SWIFT CODE / GPI CODE DUTDEDB660
16 UTR DEUT997856743216
17 CLEARING HOUSE CODE DEUT-HEBA37890672
18 COMMON ACCOUNT NO 947259564

Signature Part A:
Signature Part B:
 INVESTMENT MANAGEMENT AGREEMENT
SWIFT GPI M T 1 0 3 D I R E C T C A S H T R A N S F E R
AGREEMENT NO.:
DATE: April 15, 2023

PART B (Reciver):

COMPANY NAME
1
2 COMPANY ADDRESS

3 COMPANY REG. No.

4 REPRESENTED BY
5 PASSPORT N°
6 PASSPORT ISSUE DATE
7 PASSPORT EXPIRY DATE
8 BANK NAME
9 BANK ADDRESS
10 ACCOUNT NAME
11 ACCOUNT No. (IBAN)
12 SWIFT CODE
13 BANK OFFICER
14 BANK OFFICER EMAIL
Сorrespondet Bank
15 SWIFT Code/ GPI Code:
16 Bank Name:
17 Bank Address:
18 Account No:
19 IBAN:
RECITALS & REPRESENTATIONS

WHEREAS: THE INVESTOR, PARTY-A, WITH CORPORATE RESPONSIBILITY CONFIRMS THAT HE OWNS OR
CONTROLS VARIOUS CASH FUNDS OF GOOD, CLEAN AND CLEAR ORIGIN, FREE OF ENCUMBRANCES AND
WHICH HE WISHES TO UTILIZE FOR THE PURPOSES OF INVESTMENTS;

WHEREAS, PARTY B OPERATING WITH A SWIFT ACCOUNT AND CAN RECEIVE THE FUNDS VIA SWIFT
OUTPUT: (MT.103) FROM SENDER BANK. TO COMPLETE THE TERMS, CONDITIONS AND PROCEDURES OF
THIS PRESENT AGREEMENT, DESCRIBED HEREINAFTER.

WHEREAS: THE RECEIVER IS QUALIFIED TO ACT AS INVESTMENT / PROGRAM MANAGER FOR THE
PURPOSES OF THIS AGREEMENT;

WHEREAS: THE INVESTOR REPRESENTS AND WARRANTS, WITH FULL CORPORATE AND LEGAL
RESPONSIBILITY, THAT HE HAS PERMISSION TO ENTER INTO THIS JOINT VENTURE INVESTMENT
AGREEMENT;

WHEREAS: THE RECEIVER IS EAGER TO RECEIVE JOINT VENTURE INVESTMENTS FOR EXECUTION OF
VARIOUS INFRASTRUCTURE DEVELOPMENT PROJECTS & IS READY WILLING AND ABLE TO RECEIVE SUCH
FUNDS;

Signature Part A: signature Part B:

 INVESTMENT MANAGEMENT AGREEMENT
SWIFT GPI M T 1 0 3 D I R E C T C A S H T R A N S F E R
AGREEMENT NO.:
DATE: April 15, 2023

WHEREAS: INVESTOR HEREBY NOMINATES AND APPOINTS THE RECEIVER AS PROGRAM MANAGER FOR
CASH FUNDS TO BE RECEIVED VIA SWIFT MT 103 GPI Cash Transfer FROM PARTY-A, WHICH WILL BE
INVESTED/DISBURSED BY PARTY-B AS PER THE SPECIAL INSTRUCTIONS BY PARTY-A AND CONDITIONS OF
THE AGREEMENT.

Management Duties
1. Except as otherwise specified in this agreement, the duties and obligations of the Board of Directors in relation to the
Venture will include the following:
a. managing the day to day business of the Venture;
b. monitoring, controlling and directing the financial, business and operational affairs of the Venture;
c. proper maintenance of books of account and financial records according to accepted accounting practices;
d. monitoring, analyzing and acting on all issues over which it would have express or implied authority according to this
Agreement; and
e. all responsibilities attached to hiring of production and administration staff including any required labor negotiations,
and all responsibilities attached to hiring of third party contractors.

Books of Account
2. Accurate and complete books of account of the transactions of the Venture will be kept in accordance with
generally accepted accounting principles (GAAP) and at all reasonable times will be available and open to inspection
and examination by any Member. The books and records of the Venture will reflect all the Venture’s transactions and
will be appropriate and adequate for the business conducted by the Venture.

Contract Binding Authority

3. Manager has sole right and authority to act for or bind the Venture in contract or any manner.

Confidentiality
4. All matters relating to this Agreement and the Venture will be treated by the Members as confidential and no
Member will disclose or allow to be disclosed any Venture matter or matters, directly or indirectly, to any
third party without the prior written approval of all Members except where the information properly comes
into the public domain. This section will survive for indefinitely after the expiration or termination of
this Agreement or dissolution of the Venture.

Indemnification
5. Each Member will be indemnified and held harmless by the Venture from any and all harm or damages of any
nature relating to the Member's participation in Venture affairs except where the that harm or damages results from
gross negligence or willful misconduct on the part of the Member.

Liability
6. No Member will be liable to the Venture or to any other Member for any error in judgment or any act or failure
to act where made in good faith. The Member will be liable for any and all acts or failures to act resulting
from gross negligence or wilful misconduct.

Jurisdiction
7. The Members submit to the jurisdiction of the courts of the Republic of Germany for the enforcement of
this Agreement and for any arbitration award or decision arising from this Agreement.

Cancellation (Penalty)
8. If Investor elects to cancel this agreement at any time, he/she will forfeit 25% of all funds transferred into
Managers account directly to Manager. Investor shall hold no claim against Manager or the forfeited money under
any circumstance.

Signature Part A:
Signature Part B:
 INVESTMENT MANAGEMENT AGREEMENT
SWIFT GPI M T 1 0 3 D I R E C T C A S H T R A N S F E R
AGREEMENT NO.:
DATE: April 15, 2023

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS, TERMS AND CONDITIONS HEREIN, AND
OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY
ACKNOWLEDGED BY THE PARTIES HERETO, THE PARTIES HEREBY AGREE AS FOLLOWS:

DESCRIPTION OF TRANSACTION:

Type Of Transaction : SWIFT GPI MT103 DIRECT CASH TRANSFER

Total Face Value : € 500,000,000,000.00 (FIVE HUNDRED MILLION EURO) WITH R & E
First Tranche : € 9,700,000.00 (NINE MILLION AND SEVEN HUNDRED THOUSAND
EURO)
Second Tranches : € 50,000,000.00 (ONE HUNDRED MILLION EURO)
Other Tranches As agreed up to final amount
Delivery: : SWIFTGPI MT103 DIRECT CASH TRANSFER
SWIFT MT103 same day value , One banking Days after
Payment guarantee : Registration and verification , should be sent to paymaster
accounts or issuing PGL with bank endorsement and initialed

WARRANTIES OF THE PARTIES:

PARTY-A WARRANTS THAT THE FUNDS UNDERLYING ARE GOOD, CLEAN, CLEAR AND OBTAINED FROM NON- CRIMINAL BUSINESS ACTIVITIES, FREE
OF ANY LIENS AND ENCUMBRANCES, AND FREELY AVAILABLE TO SERVE IN ANY SECURE PRIVATE PLACEMENT SCENARIO.

PARTY-B WARRANTS THAT THE TRANSFERRED FUNDS AND RETURN THE PARTY-A FUNDS BACK IN AGREED RATIO TO
PARTY-A BANK COORDINATES, WITH ONLY DEDUCTIONS ACCORDING IN THE PRESENT AGREEMENT, AT THE END OF
THE TERM OF THE INVESTMENT CONTRACT, WITHOUT ANY PLEDGES, ENCUMBRANCES, FREE OF ANY OTHER
DEDUCTIONS, BUT SUCH COMMITMENT APPLIES ONLY PROVIDED PARTY A MAKES THE REPAYMENT AGREED IN
THIS CONTRACT. PARTY-A WARRANTS THAT THE SPECIFIED FUNDS SHALL CONSTITUTE THE ENTIRE USED TO PROCURE
THE INVESTMENT MANAGEMENT CONTRACT / FUNDS, AND PARTY B OR ITS BANK SHALL HAVE NO RECOURSE TO
OTHER FUNDS OF PARTY A, UNDER ALL CIRCUMSTANCES.

SPECIAL PROVISIONS:

TAXES:
EACH PARTY, INDIVIDUALLY AND SEPARATELY, SHALL BEAR RESPONSIBILITY AND ACCEPTS LIABILITY FOR APPLICABLE
PAYMENTS OF ANY TAX, IMPOSTS, LEVIES, AND DUTIES OF CHARGES THAT MAY BE FOUND APPLICABLE DURING THE
FULFILLMENT OF THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT.

ASSIGNMENT:
NONE OF THE PARTIES SHALL ASSIGN OR TRANSFER ITS RIGHTS OR DUTIES IN THIS AGREEMENT WITHOUT THE
EXPRESSED WRITTEN CONSENT OF THE OTHER PARTIES. ANY TRANSFER OR ASSIGNMENT MADE WITHOUT SUCH
CONSENT SHALL NOT RELIEVE THE TRANSFEROR OR ASSIGNOR OF ITS DUTIES OR OBLIGATIONS PURSUANT TO THIS
AGREEMENT, AND THE ASSIGNMENT AND TRANSFER SHALL BE CONSIDERED NULL AND VOID.

Signature Part A: signature Part B:

 INVESTMENT MANAGEMENT AGREEMENT
SWIFT GPI M T 1 0 3 D I R E C T C A S H T R A N S F E R
AGREEMENT NO.:
DATE: April 15, 2023
INCENTIVES:
THE PARTIES TO THIS AGREEMENT HEREBY STATE AND DECLARE THAT EACH PARTY, FREE FROM ANY UNDUE
INFLUENCE, COERCION OR MISREPRESENTATION OF ANY KIND, HAS VOLUNTARILY ENTERED INTO THIS
AGREEMENT.

GENERAL PROVISIONS
THIS INVESTMENT AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES, WITH RESPECT TO THE
SUBJECT
MATTER HEREOF AND SHALL SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS REPRESENTATIONS, WARRANTIES,
AGREEMENTS
AND UNDERSTANDINGS, AND MAY NOT BE AMENDED OR ANY PROVISION HEREOF WAIVED. AFTER SIGNING THIS
AGREEMENT, NO ORAL OR WRITTEN REPRESENTATIONS, WARRANTIES OR STATEMENTS MADE BY THE PARTIES OR
THIRD PERSONS SHALL HAVE ANY LEGAL FORCE AND EFFECT IF NOT SPECIFICALLY PROVIDED BY THIS AGREEMENT.
ALL APPENDICES AND ADDENDUMS DULY SIGNED IN FULL BY BOTH PARTIES SHALL BE AN INTEGRAL PART OF THIS
AGREEMENT. ANY ALTERNATIONS, MODIFICATIONS OR AMENDMENTS OR CANCELLATION TO THIS AGREEMENT
MUST BE MADE IN WRITING AND SIGNED BY BOTH PARTIES.
SEVERABILITY:
IN THE EVENT A COURT, TRIBUNAL OR ARBITRATOR OF COMPETENT JURISDICTION HOLDS ANY PORTION OF THIS
AGREEMENT, INCLUDING AMENDMENTS OR ADDENDA HERETO, TO BE INVALID, VOID OR UNENFORCEABLE, THE
REMAINING PROVISIONS OF THIS AGREEMENT WILL NEVERTHELESS CONTINUE IN FULL FORCE AND EFFECT,
WITHOUT BEING IMPAIRED OR INVALIDATED IN ANY WAY.

LANGUAGE:
THE PARTIES AGREE THAT THE ENGLISH LANGUAGE IS THE GOVERNING LANGUAGE WHEN INTERPRETING THE
REPRESENTATIONS, WARRANTIES, AGREEMENTS AND UNDERSTANDINGS OF THIS AGREEMENT BETWEEN THE
PARTIES. FURTHERMORE, ANY NOTICES DUE SHALL BE MADE IN THE ENGLISH LANGUAGE. EXCEPT FOR
PERFORMANCES EXPRESSIVELY STIPULATED IN THIS AGREEMENT CASES, NEITHER PARTY SHALL BE LIABLE FOR
INDIRECT LOSSES ARISEN AS A RESULT OF PERFORMANCE (NON-PERFORMANCE) OF OBLIGATIONS UNDER THE
PRESENT AGREEMENT

NOTICES:
ANY NOTICE, REQUEST, DEMAND, CONSENT OR AUTHORIZATION (HEREINAFTER “NOTICE”) REQUIRED OR PERMITTED
TO
BE GIVEN UNDER THIS AGREEMENT BY ANY PARTY TO THIS AGREEMENT SHALL BE IN WRITING AND DELIVERED
PERSONALLY, VIA OVERNIGHT COURIER, FACSIMILE OR E-MAIL TO THE ADDRESSES OF THE PARTIES TO THIS
AGREEMENT AS OUTLINED IN THE FIRST PAGE OF THIS AGREEMENT, THE PARTIES IS ENTITLED TO DEMAND AND
TO RECEIVE FROM THE PARTY THE ORIGINAL OF THE DOCUMENT PREVIOUSLY SENT BY FACSIMILE OR E-MAIL.

AMENDMENTS.
THIS AGREEMENT MAY NOT BE AMENDED, ALTERED OR MODIFIED EXCEPT UPON THE UNANIMOUS BY INSTRUMENT
IN WRITING AND SIGNED BY EACH OF THE INVESTOR AND ASSET MANAGER.

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 AND DELIVERED TO EACH OF THE PARTIES.

Signature Part A:
Signature Part B:
 INVESTMENT MANAGEMENT AGREEMENT
SWIFT GPI M T 1 0 3 D I R E C T C A S H T R A N S F E R
AGREEMENT NO.:
DATE: April 15, 2023
NO RIGHTS OF THIRD PARTIES.
THIS AGREEMENT IS MADE SOLELY AND SPECIFICALLY 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 NO OTHER PERSON WHATSOEVER SHALL 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.
CURRENCY.
ANY EXCHANGE OF FUNDS BETWEEN SENDER AND RECEIVER SHALL BE MADE IN THE SAME CURRENCY IN
WHICH THE SENDER TRANSFERRED THE INVESTMENT FUNDS. IN ADDITION, ALL CALCULATIONS PURSUANT TO
THIS AGREEMENT AND ANY JOINT VENTURE AGREEMENT SHALL BE BASED ON ICC REGULATIONS IN PARIS.

IN WITNESS WHEREOF, THE PARTIES HERETO SET THEIR HANDS AND WITNESS WITH THEIR CORPORATE SEALS UPON
THIS
AGREEMENT AS THE ACCEPTANCE OF THE PRESENT TERMS AND CONDITIONS ON THIS
IN WITNESS WHEREOF, THE PARTIES HEREUNTO CONFIRM AND AGREED WITH THIS Agreement IN

ITS ENTIRETY AND HAVE EXECUTED THIS AGREEMENT ON THIS FOR AND ON BEHALF OF: SIGNATURES OF THE

PARTIES:

Agreed and accepted by both Part

SIGNATURES OF THE PARTIES

IN WITNESS WHEREOF, the Parties have hereto executed this Agreement, on 15 APRIL 2023

For and on behalf of the Party A –the Investor For and on behalf of the Party B- the Receiver

GTS GMBH (GERMAN TECHNOLOGY SYSTEMS)

SIGNATORY NAME Mr. Mircea Pakay SIGNATORY NAME Mr. Cengiz Seven

TITLE CEO TITLE CEO

CEOPASSPORT CBRZ2XLFH PASSPORT NUMBER U03608549

NUMBER

EXPIRATION DATE 02/07/2024 EXPIRATION DATE 06/02/2029

ISSUED BY COUNTRY Germany ISSUED BY COUNTRY Turkiye

DATE 15/04/2023 DATE 15/04/2023

Signature Part A: signature Part B:

 INVESTMENT MANAGEMENT AGREEMENT
SWIFT GPI M T 1 0 3 D I R E C T C A S H T R A N S F E R
AGREEMENT NO.:
DATE: April 15, 2023

INVESTOR / SENDER’S PASSPORT COPY:

Signature Part A:
Signature Part B:
 INVESTMENT MANAGEMENT AGREEMENT
SWIFT GPI M T 1 0 3 D I R E C T C A S H T R A N S F E R
AGREEMENT NO.:
DATE: April 15, 2023

INVESTOR / SENDER’S CERTIFICATE OF INCORPORATION

Signature Part A: signature Part B:

 INVESTMENT MANAGEMENT AGREEMENT
SWIFT GPI M T 1 0 3 D I R E C T C A S H T R A N S F E R
AGREEMENT NO.:
DATE: April 15, 2023

DEVELOPER / RECEIVER’S PASSPORT COPY:

Signature Part A:
Signature Part B:
 INVESTMENT MANAGEMENT AGREEMENT
SWIFT GPI M T 1 0 3 D I R E C T C A S H T R A N S F E R
AGREEMENT NO.:
DATE: April 15, 2023

DEVELOPER / RECEIVER’S CERTIFICATE OF INCORPORATION:

Signature Part A: signature Part B:

 INVESTMENT MANAGEMENT AGREEMENT
SWIFT GPI M T 1 0 3 D I R E C T C A S H T R A N S F E R
AGREEMENT NO.:
DATE: April 15, 2023

RECEIVERS BANK ACCOUNT AND CORRESPONDENCE BANK CONFIRMATION

Signature Part A:
Signature Part B:
 INVESTMENT MANAGEMENT AGREEMENT
SWIFT GPI M T 1 0 3 D I R E C T C A S H T R A N S F E R
AGREEMENT NO.:
DATE: April 15, 2023
IN WITNESS WHEREOF, THE PARTIES HEREUNTO CONFIRM AND AGREED WITH THIS
Agreement IN ITS ENTIRETY AND HAVE EXECUTED THIS AGREEMENT ON THIS FOR AND ON
BEHALF OF: SIGNATURES OF THE PARTIES:

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT’S SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY PROVISIONS OF THIS
CONTRACT. 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).
3. 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 EDTINSTRUMENTS.
ELECTRONIC TRANSMISSIONS: EACH PARTY IS TO SIGN AND INITIAL THIS AGREEMENT AND SEND
COPIES TO THE OTHER PARTY VIA ELECTRONIC MAIL AND 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
HARDWARE AND SOFTWARE REQUIRED TO RECEIVE AND TRANSMIT COMMUNICATIONS (EMAILS
AND EMAIL ATTACHMENTS) ELECTRONICALLY TO EACH OTHER, IN GENERALLYACCEPTABLE
BUSINESS FORMATS (SUCH AS, BUT NOT LIMITED TO, MICROSOFT EXCEL POWERPOINT).
BOTH PARTIES SPECIFICALLY AGREE TO DO BUSINESS WITH EACH OTHER ELECTRONICALLY.

**********************END OF AGREEMENT******************

Signature Part A: signature Part B: