Agreement Number: 777-12/2022/11

Transaction Code:
Date: December 11, 2022 PAGE 1

PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

No.: 777-12/2022/11

1. This Partnership Agreement on Investment and Financial Co-Operation (hereinafter referred to as the
“Agreement” No.: 777-12/2022/11 Transaction Code: xxxx – xxx for the amount of investments of:
€XXX,000,000. 00 (XXX Million euro) with possible Rolls and Extensions (R&E) is entered into force after
signature of this “Agreement” – by and between the following parties:
COMPANY NAME

COMPANY ADDRESS

REG NUMBER

REPRESENTED BY

PASSPORT NUMBER

DATE OF EXPIRY:

PLACE OF ISSUE:

INVESTOR BANK DETAILS:

BANK NAME DEUTSCHE BANK AG

BANK ADDRESS

ACCOUNT NAME

ACCOUNT NUMBER

SWIFT / BIC CODE

BANK TELEPHON

BANK OFFICER:

BANK EMAIL

(hereinafter referred to as the “Investor” or “Party-A”) on the one hand,

and
COMPANY NAME MEDEVI GMBH

COMPANY ADDRESS KIRCHSTRASSE 1, 15806 ZOSSEN, GERMANY

REG NUMBER HRB 34753 P - 07 09 2016

REPRESENTED BY MR. REIKO BLAHA

PASSPORT NUMBER C3FWFFN22

DATE OF EXPIRY: 14.05.2029

PLACE OF ISSUE: GERMANY

Investor or Party-A: Developer or Party-B:

Agreement Number: 777-12/2022/11
Transaction Code:
Date: December 11, 2022 PAGE 2
COUNTRY:

DEVELOPER BANK DETAILS:

BANK NAME Deutsche Bank Privat-und Geschäftskunden AG

BANK ADDRESS Filiale Landshut, Altstadt 314, 84028 Landshut, Germany

ACCOUNT NAME MEDEVI GMBH

ACCOUNT NUMBER DE21 1007 0124 0156 4640 00

SWIFT / BIC CODE DEUTDEDB101

BANK TELEPHON (0871)92206-38 Telefax: (0871)92206-44

BANK OFFICER: Jürgen Matzberger / Stefan Schmidt-Winkel

BANK EMAIL juergen.matzberger@db.com / Stefan.chmidt@db.com

(hereinafter referred to as the “Developer” or “Party-B”) on the other hand,

both together and individually hereinafter referred to as the "Parties", conclude an agreement of such
content, hereinafter referred to as the "Agreement":

WHEREAS:
Whereas the Parties hereto are desirous of entering into this Agreement for the purpose of developing their
own investment projects contemplated herein for their mutual benefits only, and not for other purposes
whatsoever.
Whereas both Parties hereto warrant, that the currencies to be transacted, for accomplishing 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, and fully authorized to execute and accept
the conditions of this Agreement, as well as agrees to be bound by its terms and conditions under the risks of
penalties and other consequences.
Whereas the 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 and the funds to transact under the conditions of
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 in full all the transactions contemplated herein, except
in case of circumstances of force majeure or government sanctions, may any of such appear.
The Parties hereto shall not be liable for any failure to perform under circumstances related to the “force
majeure” provisions of the USA.
Whereas both Parties herein agree, that each Party has the full right to use and choose whatever company
might be more suitable to carry out this assignment, and to successfully complete the present transactions.
Whereas the “Investor” (“Party-A”) will upload and provide the investment funds.

1. SUBJECT OF AGREEMENT:
1.1. In accordance with the provisions of this Agreement and general principles and regulations concerning the
management of the invested financial resources, the Investor instructs, and the “Developer” undertakes to
manage all the investment plans accepted by the Parties and provided by the Investor in this Agreement.

Investor or Party-A: Developer or Party-B:

Agreement Number: 777-12/2022/11
Transaction Code:
Date: December 11, 2022 PAGE 3
1.2. The Investor's financial resources, made available to the “Developer” hereinafter, will be referred to as
the"Investments".
1.3. According to the laws of the regime of foreign international investment, and their execution, for the two
Parties, the subject of this Agreement is a joint investment activity as Partners, not connected with the
creation of new legal entities, based on the following activities: investments in commercial & social spheres,
innovative projects etc.
1.4. The present "Parties", are intended to cooperate in common projects with their own funds, by creating
new financial opportunities, as well as by attracting and involving new partners by:
1.4.1. Promoting involvement in the real economy, the development of private regionally prioritized
investment projects;
1.4.2. Promoting a balanced and sustainable growth system of financial support for projects and programs in
priority areas;
1.4.3. Minimizing investment and commercial risks involved in the implementation of the projects.
1.4.4.By carrying out reinvestment activities in objects of primary investment and others.
1.5. The Investor will make his material investments according to the conditions of the present Agreement
with the amount of €XXX,000,000.00 USD (XXXXXX XXXXX MILLION EURO) with possible Rolls and Extensions
(R&E).

2. JOINT ACTIVITIES OF THE PARTIES:

2.1. We, the undersigned Parties, hereby with full legal and corporate responsibility, under penalty of perjury,
confirm that the Investor is ready, willing, and able to provide the investments, and that the Developer is
ready to receive these investments and to use them in appliance to all the mutually agreed terms and
conditions hereof.
2.2. For the realization of the investment programs herein, if necessary, the Parties may also attract foreign
investments in convertible currency in accordance to a schedule fixed by the Parties, all agreed amounts and
tranches of which will be reflected in additional agreements hereto (annexes).
2.3. For the enhancement of targeted using of funds and their distribution, the amount received by the “ Party-
B”, under the present Agreement, will be considered by the Parties as funds transferred without any
compensation from “Party-A” to “Party-B”, as a granted interest-free loan to the “Party-B” for the period of 1
(1) year from the date of transfer made by the “Party-A” under the conditions of this Agreement.
2.4. Investment will be made in the following spheres: projects in real estate, development and construction,
renewable energy, utilities, and hotel management, for medicine and health projects, in projects for the
development of alternative energy, FOREX trading and in the area of mining and other valuable assets.
2.5. Creation and development of several subsidiary companies, working in the field of import-export
operations in Western and Eastern Europe etc., Consulting services for the support and implementation of
credit lines.
2.6. All the necessary documents concerning the distribution of funds for the financing of projects, will be an
integral part of this Agreement through appropriate additions (annexes).

3. RIGHTS AND OBLIGATIONS OF THE PARTNERS:

Party-A and Party-B for the purposes of the fulfillment of the present Agreement hereof, will:
3.1. Develop investment activities for their economic and technical projects.
3.2. Conclude contracts, agreements, and any other documents necessary for the realization of their
investment programs.
3.3. Acquire import-export quotas and licenses for export and import of commodities and products.
3.4. Provide each other with all necessary legal, financial and other documents, related to the fulfillment
of the present Agreement.
3.5. To Invest only in the projects referred to in the annexes to the present Agreement as long as it will be
valid, only in accordance with current laws and fiscal legislations.
3.6. Carry out economic activities in order to fulfill and implement all the investment programs related to the
present Agreement and it’s annexes ,through competent management of all kinds of related
expenses, payments of commodities and services, payment of salaries and other types of
rewards for the personnel involved, and through the covering of all kinds of charges.

Investor or Party-A: Developer or Party-B:

Agreement Number: 777-12/2022/11
Transaction Code:
Date: December 11, 2022 PAGE 4
3.7. Attract any other necessary legal entities and individuals for the fulfillment of the present investment
programs under the present Agreement.
3.8. Are to provide each other with necessary assistance.
3.9. Are to follow and observe the terms and conditions hereof.
3.10. Are obligated to keep secret all business, technical and commercial information related to the
implementation hereof.
3.11. Can invest additional amounts during the validity period of the present Agreement, and can also carry
out reinvestment activities in primary or other investment projects.

4.TOTAL AMOUNT OF INVESTMENTS. ORDER OF FINANCING:

▪ Investor’s currency :$EURO
▪ Total investment amount : € 150,000,000,000. 00 (one hundred and fifty billion euro)
▪ First tranche - € 1,000,000,000. 00 (one billion euro)
▪ Second tranche -€4,000,000,000. 00 (four billion euro)
▪ Third tranche - € 5,000,000,000. 00 (five billion euro)
▪ Fourth tranche - € 5,000,000,000. 00 (five billion euro)
▪ From fifth to twenty nine tranche - € 5,000,000,000. 00 (five billion euro) each tranche

Now therefore in consideration of what is herein set out, and in accordance with the mutual understanding
between the two Parties, as well as of all the good and valuables purposes present therefore, the Parties
adequately hereby acknowledge the following:
Party-A is ready to start project financing in the amount and sequences mentioned in point 4 of the present
Agreement and provides Party-B with the funding necessary for the implementation and the development of
their common projects (see annexes to the present Agreement) from their own funds.

5. TRANSACTION PROCEDURES:
1) After signing the Agreement between the Sender and the Receiver, the Sender instructs his bank to send
funds to the Beneficiary.
2) The Banker, after receiving instructions from the Sender, releases Swift MT103 to the beneficiary’s bank.
3) Swift MT103 through the Swift system (swift.com, Brussels head office) goes to the external server of
incoming payments of the beneficiary's bank.
4) The swift is processed by the payment tracking service of the receiving bank of the Beneficiary and then
goes to the internal server of the bank.
5) After Swift MT103 was received by the beneficiary’s bank’s external server, the sender’s bank issues Swift
MT202. Swift MT202 enters the Beneficiary’s bank on common account.
6) The bank of the Beneficiary, on the basis of the notification received, makes the final processing of the
payment and, after confirming the funds, credits the account of the Beneficiary (the funds are credited to
the account of the Beneficiary).
P.S. The transferred funds may come under ECB inspection of Brussels. In this case, the Sender is ready to
provide codes for debiting funds from Brussels to the Recipient's bank in order to speed up the flow of
the funds.
7) The covered payment from the common account of receiving bank is credited to the beneficiary’s
company account.

6. CONFIDENTIAL INFORMATION AND SECURITY:

6.1. In connection with present Agreement, the Parties will provide each other with all the information
concerning the designated fiduciary banks in writing, this information is designated as “confidential”
to which the Parties hereby agree to treat as “confidential information”. The Parties understand and agree
that any confidential information must not be disclosed pursuant to this Agreement, the value of which may
be impaired if the secrecy of such information is not maintained.

Investor or Party-A: Developer or Party-B:

Agreement Number: 777-12/2022/11
Transaction Code:
Date: December 11, 2022 PAGE 5
6.2. The Parties further agree that they will take reasonable security measures to preserve and protect the
secrecy of such “confidential information” and will not disclose it, either directly or indirectly to any third
person or entity during the term of this Agreement or any period following the expiration or termination
hereof; provided, however, the Parties may find necessary to disclose some of the confidential information to
entitled assistants, agents or employees , who therefore must agree in writing , to keep such information
confidential ( disclosure to then might be necessary for their providing of specific services under this
Agreement).
6.3. Separate introductions made through different intermediary chains that may result in transactions
between the Parties will not constitute a breach of confidential information, provided such new chains were
not created for purposes of circumvention. Copy and paste of signatures are not allowed.
6.4. Agreement which is to transfer and organize the bank shall be transmitted in the form of scanned visa
authorized signature.
6.5. Unauthorized bank communication: Neither Party is allowed to contact the bank of the other Party
without the written authorization for that purpose from the Party whose bank is to be contacted. Any
unauthorized contact act from either Party of this Agreement is considered to be a breach of this Agreement
and shall cause this Agreement’s immediate cancellation, all transactions become null and void.

7. CODES OF IDENTIFICATION:
7.1. The Parties agree that all documents related to the transactions bear the codes listed on page 1 of this
Agreement and that the said codes remain unchangeable within this Agreement’s duration, including all
rollovers, extensions and additions.

8. COMMUNICATION:
8.1. Communication with banks will be limited to those between the Investor’s bank and the Developer’s bank
and only by and between authorized bank officers/representatives, including principals of the Investor and the
Developer, in the course of completion of this transaction. No communication by any other party is permitted
without prior written consent of the named account holders.
8.2. Any notice to be given hereunder from either Party to the other shall be in writing and shall be delivered
by fax to the telefax number or by e-mail to e-mail address of the respective Party as provided herein. The
Parties agree that acknowledged e-mail or telefax copies are treated as legally binding original documents.
Email copies, scanned and sent on e-mail as photos, of this Agreement and exchange of correspondence duly
signed and/or executed shall be deemed to be original and shall be binding and are regarded as original and
good for any legal purpose.
8.3. EDT-Electronic Document Transmittal & Counterparts:
This Agreement may be executed in multiple copies at different times and places, each being considered an
original and binding. All facsimile /electronic transmittal/communications, including electronic signatures,
relating to this Agreement and which are mutually accepted by the Parties, shall be deemed legally binding
and enforceable documents for the duration of the transaction. And as applicable, this Agreement shall:
• 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);
• All electronically submitted documents shall be subject to the European Community Directive No.
95/46/EEC, as applicable.

9. VALIDITY:
9.1. Once this Agreement is signed by both Parties the transaction shall begin within three (3) banking days
or sooner, excluding Saturdays and Sundays and any bank holidays.

10. FULL UNDERSTANDING:

10.1. 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

Investor or Party-A: Developer or Party-B:

Agreement Number: 777-12/2022/11
Transaction Code:
Date: December 11, 2022 PAGE 6
statements and representations are made without any omission of material facts and with full corporate and
legal responsibility under penalty of perjury.
10.2. The Parties hereto accept that should the present Agreement partially or in full be found invalid or
unenforceable pursuant to judicial decrees or by virtue of any international regulations related to bank
confirmations, this Agreement shall be reconstructed upon mutual consent and agreement of both Parties to
this commercial Agreement.
10.3. Until the physical exchange of original hard copies, the acknowledged fax and/or e-mail copies of this
Agreement shall be deemed original.
10.4. The commission payable under this Agreement is to be distributed in accordance with the Irrevocable
Fee Protection Agreement.

11. ASSIGNMENT:
11.1. 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 to this Agreement expressly indicating
there on the assignee's full contact particulars.

12. TERM OF AGREEMENT:

12.1. This Agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction
of US, EC, Switzerland or any other member country of the European Union as it applies. 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.

13. LAW AND ARBITRATION:

13.1. This Agreement is a full recourse commercial commitment enforceable under the laws of jurisdiction of
the countries where this transaction is effectuated, 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 USA, Liechtenstein, Swiss,
or any other member country of the European Union law to apply, as the Injured-Party may choose, which
shall govern the interpretation, construction, enforceability, performance, execution, validity and any other
such matter regarding this Agreement.
13.2. 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.
13.3. This Agreement is intended to be performed in accordance with, and only to the extent permitted by all
applicable laws of 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.

14. PENALTY CLAUSE FOR NON-PERFORMANCE:

14.1. Should any of the Parties fail to perform in this Agreement, once it’s being signed/ sealed and the term
of
validity thereof had expired, and excluding any banks default or delays in processing wire transfers, the Party-
in Default indemnifies and guarantees to all present contractual parties a total penalty fee of (against an
official claim and invoice) of 1% (One percent) of the face value of this Agreement.
14.2. The only party allowed to make a claim under this Agreement, if any, is either Party A or Party B. And,
any claim must be first proven by the Injured-Party and invoice settled by the Party-in-Default within 10 (ten)
calendar days, or else the Injured-Party can file a legal claim against Party-in-Default in any court of jurisdiction
of their choice.
Furthermore, we, the undersigned Parties, hereby swear under the international laws or perjury and fraud
that the information provided by us herein is accurate and true, and by affixing our signatures /initials/seals to

Investor or Party-A: Developer or Party-B:

Agreement Number: 777-12/2022/11
Transaction Code:
Date: December 11, 2022 PAGE 7
this Agreement, we attest that our respective banking officers are fully aware of, have approved and are ready
proceed with this transaction.

15. SIGNATURES: AGREED AND ACCEPTED BY BOTH PARTIES:

SIGNATURES OF PARTIES:

Investor / Party-A: Developer / Party-B:

Company: MEDEVI GMBH
Company:
CEO: MR. REIKO BLAHA

PASSPORT NUMBER: PASSPORT C3FWFFN22

NUMBER:

DATE OF ISSUE: DATE OF 15.05.2019

ISSUE:

DATE OF EXPIRY: DATE OF 14.05.2029

EXPIRY:

COUNTRY OF ISSUE: COUNTRY OF GERMANY

ISSUE:

DATE: December 11, 2022 DATE: December 11, 2022

ANNEX No. 1

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

I, Mr.REIKO BLAHA, Managing Director, CEO Company MEDEVI GMBH., acting with full responsibility,
hereby irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay
guarantee to pay the fee entitled to the beneficiaries listed on this document, via Wire transfer, at the time of
settlement of each and every tranche of the transaction. This Fee Agreement is our irrevocable pay order to
the intermediaries and is and shall remain an integrate part of the contract between the receiver and the
sender.

I, MR. XXXX XXXXX, Director, CEO of XXXXX XXXXX XXXXX legal representative, acting with full responsibility,
hereby irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay
guarantee to transfer funds in total investment amount:

▪ Investor’s currency :$ EURO

▪ Total investment amount : € XXX,X00,000. 00 (one hundred and fifty billion euro)
▪ First tranche - € 36,700,000. 00 (thirty six million and seven hundred thousand euro)
▪ Second tranche - € 44,000,000. 00 (four four million euro)
▪ Third tranche - € xx,000,000. 00 (xxxx million euro)
▪ Fourth tranche - € xx,000,000. 00 (xxxx million euro)
▪ From fifth to xxx tranche - € xxx,000,000. 00 (xxx million euro) each tranche

This pay order shall remain in effect until this transaction, including any renewals, extensions and additions are
fully completed.

Investor or Party-A: Developer or Party-B:

Agreement Number: 777-12/2022/11
Transaction Code:
Date: December 11, 2022 PAGE 8
ARBITRATION:
All 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 shall be settled by the arbitration in accordance with the
arbitration laws of the ICC.

This Agreement contains the entire agreement and understanding concerning the subject matter hereof and
supersedes and replaces all 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. This
Agreement will be governed by and construed in accordance with the laws of United Kingdom. In the event
that either party shall be required to bring any legal actions against the other in order to enforce any of the
terms of this Agreement the prevailing party shall be entitled to recover reasonably attorney fees and costs.

This Fee Agreement-Pay Order, if transmitted by facsimile or electronic mail shall be considered an original,
legally enforceable document. Generally recognized International Standards of Non-Circumvention and Non-
disclosure are applicable for a period of Five Years from the date of this document or the last date of the
contract including any renewals, extensions and additions are fully completed and we agree to respect those.

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 Pay
Order.

AGREED AND ACCEPTED BY BOTH PARTIES:

SIGNATURES OF PARTIES:

Investor / Party-A: Developer / Party-B:

Company: MEDEVI GMBH
Company:
CEO: MR. REIKO BLAHA

PASSPORT NUMBER: PASSPORT C3FWFFN22

NUMBER:

DATE OF ISSUE: DATE OF 15.05.2019

ISSUE:

DATE OF EXPIRY: DATE OF 14.05.2029

EXPIRY:

COUNTRY OF ISSUE: COUNTRY OF GERMANY

ISSUE:

Investor or Party-A: Developer or Party-B:

Agreement Number: 777-12/2022/11
Transaction Code:
Date: December 11, 2022 PAGE 9
DATE: December 11, 2022 DATE: December 11, 2022

INVESTOR’S PASSPORT

INVESTOR CERTIFICATE of INCORPORATION

Investor or Party-A: Developer or Party-B:

Agreement Number: 777-12/2022/11
Transaction Code:
Date: December 11, 2022 PAGE 10

DEVELOPER’S PASSPORT

Investor or Party-A: Developer or Party-B:

Agreement Number: 777-12/2022/11
Transaction Code:
Date: December 11, 2022 PAGE 11

Investor or Party-A: Developer or Party-B:

Agreement Number: 777-12/2022/11
Transaction Code:
Date: December 11, 2022 PAGE 12
DEVELOPER CERTIFICATE of INCORPORATION

Investor or Party-A: Developer or Party-B:

Agreement Number: 777-12/2022/11
Transaction Code:
Date: December 11, 2022 PAGE 13

“ACCEPTED AND AGREED WITHOUT CHANGE”

"Electronic signature is valid and accepted as hand signature"
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions
of this Contract. As applicable, this agreement shall be:
1. Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act’’ or such
other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001)
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 EDT instruments.

Investor or Party-A: Developer or Party-B: