LEAD GENERATION AGREEMENT

I. The Parties. This Lead Generation Agreement (“Agreement”) made this 2022-11-01
(“Effective Date”) between:

Advertiser: ENCOMIENDA GROUP PANAMA, S.A. (Advertiser”) with a mailing

address of Provincia Chiriqui, Republica de Panama, Calle a Norte 2B, Panama

AND

Publisher: ETERA GROUP LIMITED (“Publisher”) with a mailing address of 15/F,

Radio City, 505 Hennessy Road, Causeway Bay, City of Hong Kong.

Advertiser and Publisher are each referred to herein as a “Party” and, collectively, as
the "Parties."

II. Referral Business. This Agreement shall be determined by the Publisher’s ability to
provide the Advertiser the following: (“Referral Business”).

• to perform placing of the Advertiser’s AIM in the Internet on Web-sites at his own
discretion;

• to make records of generation of the Leads and provide to the Advertiser

statistical reports on the services rendered in accordance with the terms of the
Agreement.

• Lead generation parameters, scope of services and deadlines and other

essential conditions shall be agreed upon by the Parties in the Requests of the
Advertiser for the provision of services.

• The Parties have agreed that for the purposes of keeping record of the services
provision under the Agreement, including the accomplishment of the Advertiser’s Leads
and processing of statistics, a control (management) system of Internet advertising and
the Publishers audit is used, whose data will be used to determine the amount of
services rendered and to calculate their value. The Advertiser agrees that any other
system of recording of the amount of services rendered, including the generation of
Leads, cannot serve as official source of information for the cost calculation.

• Accept Orders from the Advertiser in any form (by e-mail, fax or otherwise) and
process them as quick as possible;

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• ensure execution of every Order with proper quality, in full and within the set
terms as well as timely transfer of the result to the Advertiser;

• ensure immediate elimination of all drawbacks (defects) revealed by the

Advertiser in the Publishers results;

• submit complete and timely information about progress of the Order as soon as
possible upon the Advertiser request;

III. Start Date. This Agreement shall:

- Begin on the Effective Date.

✘ - Begin on 2022-11-03
- Other

IV. End Date. This Agreement shall:

✘ - Terminate upon written notice to the other Party of at least 30 day(s).

- Terminate on
- Other

V. Referrals. The Advertiser shall pay the Publisher the following referral amount:
(enter below)

✘ - Not pay the Publisher for Referrals.

- Pay the Publisher the following Referral Amount:

VI. Leads. The Advertiser shall:

- Not pay the Publisher for Leads.

✘ - Pay the Publisher the following Lead Amount:

Amount: Type:

30$ (USD) per Lead CPA – Cost Per Action

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VII. Payment. The Referral Amount, and Lead Amount (if any), shall be paid by the
Advertiser to the Publisher:

✘ - No longer than 10 days after the referred transaction has completed

(“Payment”).
- On the day of every month (“Payment”).
- Other (“Payment”).

Payment shall be made in accordance with Sections VIII & XI.

VIII. Payment Method. The Payment shall be made in the following manner: Bank
transfer

IX. Exclusivity:

✘ - Exclusivity. The Publisher agrees to an exclusive arrangement to provide

leads and referrals related to the Referral Business.
- No Exclusivity. This Agreement shall not be construed to be a commitment
by either of the Parties to work exclusively with one another regarding referrals of
potential new business or any other business activities.

X. Non-Circumvention. The Parties agree that all third (3rd) parties introduced to one
another represent significant efforts and working relationships that are unique to, and
part of, the work product and intellectual capital. Therefore, without prior written consent
the Parties agree to refrain from conducting direct or indirect business dealings of any
kind with any third (3rd) party so introduced, with the exception of third (3rd) parties with
either of the Parties previously had a formal business relationship, for a period of three
(3) years before the Effective Date of this Agreement.

XI. Payment Conditions. The Payment shall be made by the Advertiser to the
Publisher after collecting full payment for the goods or services referred. If for any
reason the transaction in connection with the Referral Amount(s) shall be refunded or
disputed, the Advertiser shall be owed any and all Referral Amount(s) paid to the
Publisher. At the option of the Advertiser, the owed Referral Amount(s) from a dispute
or refund shall either be applied to future Referral Amount(s) paid or be paid
immediately by the Publisher.

XII. Confidentiality. The Parties acknowledge that the existence and the terms of this
Agreement, and any oral or written information exchanged between the Parties in
connection with the preparation and performance of this Agreement, are regarded as
confidential information. Each Party shall maintain confidentiality of all such confidential
information, and without obtaining the written consent of the other Party, it shall not
disclose any relevant confidential information to any third (3rd) parties, except for the
information that: (a) is or will be in the public domain (other than through the receiving

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Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to
the applicable laws or regulations, rules of any stock exchange, or orders of the court or
other government authorities; or (c) is required to be disclosed by any Party to its
shareholders, investors, legal counsels or financial advisors regarding the transaction
contemplated hereunder, provided that such shareholders, investors, legal counsels or
financial advisors shall be bound by the confidentiality obligations similar to those set
forth in this Section. Disclosure of any confidential information by any employee, officer,
staff, affiliates, or other agents by any Party shall be deemed disclosure of such
confidential information by such Party, which Party shall be held liable for breach of this
Agreement. This Section shall survive this Agreement for a period of the maximum
allowed under State and Federal law.

XIII. Governing Law. This Agreement shall be governed by and construed in

accordance with the laws in the State of Sovereign State of Panama Estado Soberano
de Panama.

XIV. Severability. In the event any provision or part of this Agreement is found to be
invalid or unenforceable, only that particular provision or part so found, and not the
entire Agreement, shall be considered invalid.

XV. Additional Terms & Conditions. The Parties may amend and make additions to
the Agreement upon mutual consent. All amendments and additions to the Agreement
shall be deemed to be integral part thereof and valid only if they are in written form and
signed by both Parties.
9.3. The Parties have agreed that official correspondence pertaining to the
Agreement shall be written correspondence signed by the authorized persons only.
Documents sent via electronic mail shall be for information purposes only. The Parties
may exchange documents via electronic and facsimile communication that allows to
identify the person who has sent the document provided that the written copy of such
document signed by the authorized person is furnished afterwards.
9.4. The Agreement is made in two copies one for each of the Parties. Both copies
are identical and shall have equal legal force.
9.5. The Parties shall notify each other as soon as practicable (no later than 5 days)
of change of address (location), banking details, phone (fax) numbers, e-mail addresses
and new authorized representatives.
9.6. The Agreement shall be terminated by production by the Parties of the
Termination Agreement with the attached Reconciliation of Accounts Report.

XVI. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties hereto with respect to the subject matter contained in this Agreement and
supersedes all prior agreements, understandings, and negotiations between the Parties.

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Advertiser:

ENCOMIENDA GROUP PANAMA, S.A.

Reg.number: 155719142-2-2022 DV 48
Address: Provincia Chiriqui, Republica de Panama, Calle a
Norte 2B, Panama
Bank: Banesco Panama
Account number: 221021399748
SWIFT code: BANSPAPA

______________________________

Director: Jaime Andres Acevedo Marin

Publisher:

ETERA GROUP LIMITED

Reg.number: 3149384
Address: 15/F,Radio City,505 Hennessy Road,Causeway Bay,
Hong Kong
Bank: Standard Chartered Bank (Hong Kong) Ltd
Account number 47413613302
Bank code: 003
Branch Code: 474
SWIFT code: SCBLHKHH
Account location: Hong Kong SAR

______________________________

Director: Oleg Goloton

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