DOA Straumann 2024N+PGL

STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024

TRANSACTION CODE: UBSWXXXXXXXXXXXX
AGREEMENT FOR JOINT VENTURE IN INVESTMENT AND FINANCIAL COOPERATION

Financial Cooperation Agreement on the Delivery of Cash Funds for Investments (hereinafter referred to as Deed of
Agreement or DOA). This Agreement is made and effective on this date, April, XX 2024, by and between the following parties:
FIRST PARTY A: "INVESTOR":

COMPANY NAME: STRAUMANN LABS UK LTD
PRINCIPAL OFFICE ADDRESS: 128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
COMPANY NUMBER: 13159880
REGISTRATION NUMBER DATE: 26 JAN 2021
REPRESENTED BY: MR. EDWARD DUARTE
PASSPORT No.: HG150649, CANADA
DATE OF ISSUE |DATE OF EXPIRY 14 MAY 2018 |13 MAY 2028
BANK NAME: HSBC UNITED KINGDOM
BANK ADDRESS: 1 Centenary Square UKBirmingham
ACCOUNT NAME: STRAUMANN LABS UK LTD
ACCOUNT ADDRESS: 128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
BANK SENDER IBAN: GB73HBUK40119298469628
ACCOUNT NUMBER: 401192984696
BIC / SWIFT CODE: HBUKGB4BXXX
CLEARING HOUSING CODE: UBS-OST838432848929
BANK OFFICER: MR. ALEX SMITCH / MR ROBERT BITTAR
With full legal and corporate authority to sign this Agreement (hereinafter referred to as Party-A / INVESTOT/SENDER),
SECOND PARTY B: "PARTNER":

COMPANY NAME:
COMPANY ADDRESS
REGISTRATION NO:
REPRESENTED BY[TITLE]:
PASSPORT №:
PASSPORT ISSUE DATE:
PASSPORT EXPIRY DATE:
BANK NAME:
BANK ADDRESS:
BIC / SWIFT CODE:
SWIFT GPI CODE:
ACCOUNT NAME
ACCOUNT ADDRESS:
ACCOUNT NUMBER:
ACCOUNT IBAN:
BANK OFFICER:
BANK OFFICER TEL | EMAIL:
ADDITIONAL INFO (IF ANY)
With full legal and corporate authority to sign this Agreement (hereinafter referred to as Party-B / PARTNER/RECEIVER), on the
other hand, both together and individually hereinafter referred to as the "Parties," conclude an agreement of the following
content, hereinafter referred to as the "Agreement."
The Parties, possessing full legal and corporate authority to sign this Agreement, in consideration of the premises and
the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby agree as follows:
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WHEREAS:
WHEREAS the Parties herein are desirous of entering into this Agreement for the purpose of developing their
investment projects contemplated herein for mutual benefit only and not for any other purposes whatsoever.
WHEREAS both Parties herein warrant that the currencies to be transacted for making the investments consist of good,
clean, and cleared funds of non-criminal origin, without any traces of illegality or unlawfulness whatsoever.
WHEREAS each Party herein declares that it is legally empowered and fully authorized to execute and accept this
agreement and agrees to be bound by its terms and conditions under the penalty and other consequences.
WHEREAS the Investor, through its fiduciary bank, where the final agreements will be lodged and assigned to, confirms
and warrants that it has the financial capacity of EURO Funds to transact under this Agreement.
WHEREAS the Parties herein, with full corporate responsibility and under the penalty of perjury, declare that they will,
upon the execution of this Agreement, complete the transaction contemplated herein, except in circumstances of force
majeure and government sanctions, should such circumstances arise. The parties herein shall not be liable for any
failure to perform under the "force majeure" provisions of the ICC, Paris.
WHEREAS both Parties herein agree that each party has the full right to choose whatever company is most suitable to
carry out this assignment to successfully complete the present transaction.
1. SUBJECT OF AGREEMENT
1.1. Pursuant to the provisions of this Agreement and the general principles and regulations governing the management of
financial resources, the Investor instructs, and the "Partner" undertakes, to manage the investment plans accepted by the
parties and invested by the Investor under this Agreement.
1.2. The financial resources provided by the Investor to the "Partner" shall hereinafter be referred to as the "Investments."
1.3. In accordance with the laws and regulations governing foreign international investments for both parties, the subject of
this Agreement is joint investment activities of the Partners, not involving the creation of new legal entities. These activities
will encompass investments in various sectors, including the commercial sphere, social projects, and innovation initiatives.
1.4. The High Contracting Parties, with the aim of strengthening bilateral international relations, intend to collaborate on their
respective projects using their own funds and financial resources, as well as by attracting potential partners.
1.5. This collaboration aims to promote involvement in the real economy and support regional priority investment projects.
1.6. Additionally, it seeks to foster a balanced and sustainable system for financial support of projects and programs in priority
areas.
2. JOINT ACTIVITIES OF THE PARTIES

2.1. We, the undersigned Parties, hereby confirm, with full legal and corporate responsibility and under penalty of perjury,
that the Investor is prepared, willing, and able to provide the investments, and the Partner is prepared to receive the
investments, subject to the mutually agreed terms and conditions herein.
2.2. To implement the investment programs, the Parties shall contribute foreign investments in convertible currency during
the validity of this Agreement, in accordance with the schedule established by the Parties. The agreed currency amounts and
tranches are documented in additional agreements attached hereto.
2.3. The Parties may expand the types and sectors of investment activities and, if necessary, enter into Additional Agreements.
2.4. Amendments and changes to this Agreement may be made by mutual agreement of the Parties. Such modifications shall
be documented in separate protocols, which, upon signature by the Parties, shall be considered integral parts of this
Agreement.
3. RIGHTS AND DUTIES OF THE PARTNERS

3.1. Party-A and Party-B, for the purpose of fulfilling this Agreement, shall:
3.2 Develop investment activities for their respective economic and technical projects.
3.3. Enter into contracts, agreements, and other necessary arrangements required for the realization of their
investment programs.
3.4. Provide each other with all necessary legal, financial, and other documents related to the fulfilment of this
Agreement.
3.5. Invest funds in their own projects during the validity of this Agreement in accordance with their respective current
legislations.
3.6. Conduct economic activities to fulfil their respective investment programs, including debt settlement for all types of
expenses, payment of commodities and services, fund transfers for salary payments and other forms of compensation,
and covering all applicable charges.
3.7. Have the discretion to attract other legal entities and individuals for the execution of their investment programs
under this Agreement at their sole discretion.
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3.8. Provide each other with necessary assistance.
3.9. Abide by and adhere to the terms and conditions herein.
3.10. Maintain the confidentiality of all business, technical, and commercial information related to the implementation
hereof.
3.2. Party-A, for the purpose of fulfilling this Agreement, shall additionally:
3.2.1. Develop the directions of its own investment activities with an economic and technical foundation.
3.2.2. Conclude contracts, agreements, and other necessary arrangements required for the realization of its investment
programs.
3.2.3. Obtain export-import quotas and licenses for the export and import of commodities and products.
3.2.4. Provide Party-B with all necessary legal, financial, and other documents related to the fulfilment of this
Agreement.
3.2.5. Invest money during the validity of this Agreement according to the current legislation.
3.2.6. Have the discretion to attract other legal entities and individuals for the execution of the investment programs
under this Agreement.
3.2.7. Attract investments and financial assets, including credit and loan facilities, from residents and non-residents
aimed at executing investment activities.
3.3. Party-B, for the purpose of fulfilling this Agreement, shall additionally:
3.3.1. Develop the directions of its own investment activities with an economic and technical foundation.
3.3.2. Conclude contracts, agreements, and other necessary arrangements required for the realization of its investment
programs.
3.3.3. Obtain export-import quotas and licenses for the export and import of commodities and products.
3.3.4. Provide Party-A with all necessary legal, financial, and other documents related to the fulfillment of this
Agreement.
3.3.5. Invest money during the validity of this Agreement according to the current legislation.
3.3.6. Conduct economic activities to fulfill its investment programs, including debt settlement for all types of expenses,
payment of commodities and services received from each of the Parties, fund transfers for salary payments and other
forms of rewards, and financing all kinds of charges.
3.3.7. Have the discretion to attract other legal entities and individuals for the execution of the investment programs
under this Agreement.
3.3.8. Attract investments and financial assets, including credit and loan facilities, from residents and non-residents
aimed at executing investment activities.
4. TOTAL VOLUME OF INVESTMENTS AND FINANCING ARRANGEMENT

Now, therefore, in consideration of the provisions outlined herein, and with full understanding and the exchange of
valuable considerations, the adequacy and receipt of which are hereby acknowledged by the Parties, it is agreed as
follows:
Party-A is prepared to commence project financing with the following funding volume and in the specified sequence:
Party-A will provide Party-B with the funding required for the implementation and development of projects through
their own EURO currency funds, as detailed in the transaction information below:
4. MODE OF FUND TRANSFER & FINANCIAL TERMS FOR SENDING THE AGREED FUND
REQUIRED TRANSFER Swift GPI WITH UETR CODE | SWIFT MT103 DIRECT CASH TRANSFER |
(As per Receivers Requirement) DIRECT WIRE TRANSFER | MT103 TT
FIRST TRANCHE: €1,000,000.00 to 10,000,000.00 OR as agreed
SECOND TRANCHE: TBA
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€ 100,000,000,000.00 (ONE HUNDRED BILLION EURO) with Rolls &
TOTAL FACE VALUE:
Extensions
PURPOSE OF FUNDS Investment and Projects Funding
TYPE OF FUND M0 Cash Fund
RATIO FOR SENDER 45% - OR AS MUTUALLY AGREED
RATIO FOR RECEIVER 45% - OR AS MUTUALLY AGREED
RATIO FOR CONSULTANTS 5.0% Receiver Mandate, 5.0% Investor
SWIFT GPI WIRE TRANSFER, WITHIN TWENTY ONE (21) BANKING DAYS
PAYMENT MODE & TIMELINE
UPON CLEARING OF THE FUNDS BY RECEIVING BANK
PAYENT GUARANTEE LETTER CORPORATE ENDORESED PGL - or AS AGREED
4.1 TRANSACTION PROCEDURE AND BANK FEE
OPTIONAL PRE-ADVICE In the event of a Pre-Advice MT199 or

a Pre-Advice EMAIL communication,
an agreement must be reached before
the scheduled transfer, and a Bank fee
for the MT199/Email must be paid
additionally.
Please Note: For each SWIFT transaction, an onboarding cost (i.e. Bank fee)
must be borne by the Receiver/Investor. This bank fee can be secured until a
BANK FEE Swift copy is provided, along with other agreed-upon documents, and may
be directed towards an ESCROW ACCOUNT held by a UBS registered
LAWYER/IOLTA Account/Law firm in the USA/SINGAPORE.
The BO-to-BO bank communication IS ALLOWED through 199 Swift in all
types of SWIFT TRANSFERS, The Receiver signing this agreement must agree
BO TO BO COMMUNICATION
that any BO-to-BO Communication without prior permission will unilaterally
lead to the cancellation of this JOINT VENTURE AGREEMENT.
4.2 TRANSACTION PROCEDURES

4.2.1 The Investor sends the Agreement to the Receiver for review.
4.2.2 The Receiver reviews the Agreement and, if acceptable, returns the signed/sealed Agreement to the Investor.
4.2.3 Both Parties submit the Agreement to their respective Banks and notify the other Party through their authorized
representatives with an official mandate.
4.2.4 The Investor's Bank transfers the agreed Amount of Funds to the Receiving Bank for investment purposes, using
one of the AGREED INSTRUMENTS as listed in the TYPE OF INSTRUMENT AVAILABLE in clause 4.1.1 DETAILS OF
TRANSACTION. The Investor then sends a sanitized SWIFT Copy and PGL (or IMFPA) to the Receiver.
4.2.5 The Receiver/Receiving Bank tracks the Funds using the TRN Number as per Fund location guideline separately
provided.
4.2.6 In case any FILING is REQUIRED at ECB for the Transaction, that will be solely the responsibility of the Partner. The
Sender/Investor, under no circumstances, will be obligated to do any filing with ECB (European Central Bank).
4.3 FUND LOCATION PROCEDURES AND CLEARIFICATION
Access to Black Swift Screen

ACCESS TO THE FUND The Receiver's Back Office (BO) should
have access to the BLACK SWIFT
SCREEN , preferably located in the
SWIFT ROOM/SERVER ROOM of the
BENEFICIARIES Bank, ideally at the
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BANK HEAD OFFICE OR THE CENTRAL

SERVER/SWIFT ROOM of the Bank
FOLLOW THE FUND LOCATION Please follow "TECHNICAL PROCEDURE OF FUND LOCATION & EXTRACTION"
GUIDELINE being detailed separately in this contract
Our Funds targeted to reach Common Account of Receiving Bank but please
note Many banks have their own built-in security and firewall systems.
Consequently, while all our transfers are intended to arrive either at the
FUND ARRIVAL TO COMMON
Incoming Payment Folder or the Common Account, it is essential to note that,
ACCOUNT
due to the security measures in place at the receiving bank, the Receiver's
banker must follow specific protocols and obtain necessary approvals to locate
the funds, as per the Fund Location Guideline.
Normally these type of investment funds does not get credited into the
Receiver's account automatically. The Receiver must always accept incoming
BO INPUT payments and locate the transfer. Please note that SWIFT & GPI TRANSFER.
There is no manual download involved at all, but as per international bank
protocol for large transfers, BO input is required.
4.4 TRANSACTION DOCUMENTS

INVESTOR SHALL PROVIDE: SWIFT COPIES (White & Black copy), DEBIT NOTE, REMITTANCE ADVICE, TRANSFER
APPLICATION, PROOF OF FUNDS (IF REQUIRED), GPS SERVER TRACER (If agreed) AS STANDARD BANK DOCUMENTS
UNLESS OTHERWISE AGREED SEPARATELY.
VIDEO: Sender/Investor shall not provide any Video either of Document signing or of a PGL signing as a standard
protocol. The partner, at no stage, shall demand any kind of Video.
ORIGINAL DOCUMENTS: In any case the partner requires any Hard copy of the Bank documents, they shall be sent only
By Investor to their Counterpart. No hard documents will be sent by Investor Bank to Receiver/partner or his Bank.
5. BANK TO BANK COMMUNICATION

PLEASE NOTE: There are no provider's bank officers involved in the investments at any stage of the process. There will
be no phone or screen verification at any point. Verification can only occur after the download is completed, and the
Partner's account is credited, and that too, if required and under written permission of the Investor. Importantly, there
should be absolutely no bank-to-bank communication initiated or allowed under any circumstances.
Furthermore, it is agreed that should any of the conditions outlined in this clause, i.e., BANK TO BANK
COMMUNICATION, be violated, the Agreement shall be deemed as cancelled, with no recourse available of any kind,
including the forfeiture of any escrow deposit, if any.
6. CODES OF IDENTIFICATION.
The Parties agree that all documents related to the transactions bear the codes listed on page 01 of this Agreement, and
these codes remain unchangeable within this Agreement's duration, including all rollovers, extensions, and additions.
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IRREVOCABLE PAYMENT GUARANTEE LETTER

ISSUED TO THE PROJECT DEVELOPERS AND CONSULTANTS/INTERMEDIARIES
AS PER THE JOINT VENTURE INVESTMENT CONTRACT CODE NO- GPI SEMI
AUTO …...XXXX -1 B euro / TRANSACTION CODE: DETAILS GIVEN IN THE
ATTACHED IRREVOCABLE MASTER DISBURSEMENT AGREEMENT - ANNEXURE-
A.
BI.DESCRIPTION OF TRANSACTION
1 Sender’s Instrument M0 OFF-LEDGER FUNDS
2 Total face value €100,000,000,000 (ONE HUNDRED BILLION EURO) with R&E
3 First Tranches Value €........................ (..................................... Euro)
4 Second Tranches Value €.........................(................................... EURO)
5 Third Tranches Value €.........................(................................... EURO)
6 Forth Tranches Value €.........................(................................... EURO)
7 Fifth Tranches Value TBA
4 Subsequent Other Tranches Time AFTER LAST TRANSACTION SETTLEMENT
5 SENDERS: 50% (FIFTY PERCENT) OF AGREEMENT VALUE WITH R&E IF ANY
RECEIVERS: 50% ( FIFTY PERCENT) OF AGREEMENT VALUE WITH R&E IF ANY

6
RECEIVER INTERMEDIARIES: 10% (TEN PERCENT) OF AGREEMENT VALUE WITH R&E IF ANY.
VIA TRANSFER GPI SEMI AUTO/SEND TO & RECEIVE IN SWIFT.COM GLOBAL
7 Remittance by
SERVER
8 Ratio and Split AS PER NEPGL
9 Remittance Back by (Pay out) SWIFT NORMAL MT103 BY CASH TRANSFER TO BEPGL ACCOUNT NUMBER
We (Company)------------- legally constituted and registered in the Republic of,-------------- with

I.D.Registration No. ----------------with address:,------------------ Represented by============== ,
CEO/Managing Director and Legal representative, Passport No------------------acting as the (Payer),
acting with full responsibility, hereby irrevocably and unconditionally, without protests or
notifications, without prejudice and recourse, promise to effect payment to the beneficiaries
indicated in the Irrevoable Master Disburssment Agreement (IMDPA) at Annexure-A, in the
manner therein established, subject to the successful completion of the JOINT
VENTURE/PARTNERSHIP AGREEMENT NUMBER: identified with the Transaction
Code...................................... herein given, inclusive, all its possible rolls and extensions.
I, holder of passport No. authorized signatory of , irrrevocably confirm that I/we will order and direct
our bank to endorse automatic payment orders to all the beneficiaries named below. Furthermore,
I/we, the Receiver, confirm that all pay orders shall automatically transfer funds as directed into
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each beneficiary designated bank account within 2 (TWO) banking days after the date of receipt
and clearance of each tranche of investment funds received covering the above referred contract
including extensions and rollovers, if any. For the purpose of clarity, we confirm that the closing
and completion of each payment shall be deemed to take place when the Receiver has received
the cleared funds.
This Agreement is our irrevocable payment order and is and will continue to be an intricate part of
this agreement and I/we hereby declare that I/we am/are legally bound and obligated under the
considerations of this document, to execute due compensation to the beneficiaries herein, as per
this IPGL and IMDPA and in the manner agreed hereto. This Agreement is my/our irrevocable
payment order and is and will continue to be an intricate part of the subject agreemeny, and, if
the stated transaction represented by the Transaction Coded were to be not fulfilled and/or
executed as contractually established, this PGL will be annulled and without value and non-
enforceable.
I, Mr.------, representing ----------as authorized signatory agrees to provide all beneficiaries with
written evidence of the pay orders lodged with our bank together with acknowledgements of their
acceptance. Furthermore, our bank shall be instructed to provide duly signed and stamped
acknowledgement of this instruction as set out in the annex. Forming part of this agreement it is
understood that for the purposes of this Irrevocable Master Disbursment & Pay Order Agreement,
our bank shall be the same bank as per the contract and this IMDPA/IPGL acts as an integral part of
it.
I Mr.--------, representing -------- being the Receiver named legally authorized signatory as stated
unconditionally agree and undertake to approve and originate all Payments in EURO currency to
all beneficiaries named in the annexed IMDPA. I also hereby confirm that I/we have no right to
change this document or the IMDPA after signature, and hereby agree to adhere to this document
without fail. I also acknowledge that should I ignore this signed Irrevocable Payment Guarantee
Letter (IPGL) I can be held legally responsible. This agreement also acts as a record confirming the
fees amounts for each named beneficiary as set out in the attached IMDPA.
This agreement once executed by my signature will become effective and binding as of the date of
the signing of this document. Any official notice(s) exchanged by the parties hereto, shall be
forwarded to the first mentioned address(s) herein or as may be attached by addenda hereto. An
electronically transferred copy duly signed by both parties shall be deemed original.
Sender: agrees to pay the receiver a default fee of 10,000,000.00 EURO for any
delays of the transfer of fund’s if this agreement is not onward by the sender.
THIS IRREVOCABLE PAYMENT GUARANTEE LETTER (IPGL) SHALL COME INTO FORCE
AND SHALL TAKE EFFECT UPON ITS SIGNATURE.
Accepted and agreed on the day of............ 2024
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SIGNATURE AND STAMP OF RECIEVER/PAYOR:
SIGNATORY NAME:
TITLE:
PASSPORT NUMBER:
ISSUE/EXPIRATION DATE
ISSUED BY COUNTRY:
ANNEXURE-A TO IPGL
IRREVOCABLE MASTER DISBURSEMENT & PAY ORDER AGREEMENT (IMDPA)

( An integral part of the main agreement No. )
This Irrevocable Master Fee Protection Agreement and Pay Order Agreement is made this day ...th
Day Of....., 2024, in accordance to and simultaneous to the Partnership/ Joint Venture Agreement
on Investment and Financial Cooperation of even date entered into and signed between
..................................................................[sender/investor name and address], represented by
its authorized mandate and signatory Mr........................................, as the Sender, AND ............
[receiver]........ ......................................................., represented by its CEO and authorized
signatory Mr. ............, as the Receiver and Payer, as per Agreement No.......................... and
Transaction Code ..................................dated ................ ,2024.
This IMDPA shall remain in effect until this transaction, including any renewals, extensions and
additions are fully completed.
ARBITRATION: All disputes and questions whatsoever which arises between the Investor, Receiver
and/or Beneficiaries/Project Developers to this Agreement and touching on this IPGL 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 IMDPA/IPGL 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 PGL, except by an instrument in
writing signed by both Parties and recipients of funds. This IMDPA/IPGL will be governed by and
construed in accordance with the laws of United Kingdom. In the event that either Party and/or
Recipient(s) of funds shall be required to bring any legal actions against the Payer in order to
enforce any of the terms of this IMDPA/IPGL the prevailing party shall be entitled to recover
reasonably attorney fees and costs.
This IMDPA/IPGL, if transmitted by facsimile or electronic mail, shall be considered an original,

legally enforceable document. Generally recognized International Standards of Non-Circumvention
& Non-Disclosure(NC/ND) are applicable for a period of Five (5) Years from the date of this
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document or the last date of the contract, including any renewals, extensions and additions that
are fully completed/signed/sealed 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. And,
project developers and master paymasters are NOT Advisors of any Kind. All negotiations, terms and
conditions are between the principal parties and/or their perspective legal counsel only. All Consultants
involved are held harmless from any legal actions brought on by either party.
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.
Both principle parties are responsible for the ramification of their own actions. All
consultants/intermediaries or their paymasters are considered introducers and held harmless
from any legal actions brought on by either party. Consultants cannot be a party to a subpoena
to appear in court to testify by any means, consultants are not responsible for anything by any
means. All responsibility rests on the Principals.
Parties to this IMDPA/IPGL are independent contractors and all contemplated payments and/or
disbursements hereunder are divided interests. Nothing in this IPGL construes or creates a
partnership or employer/employee relationship between or among the Payer and recipient(s) of
funds here to. All taxes, Federal, State or other are the independent responsibility of each of the
recipient party 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 (including project developers who are represented by their Master
Paymasters). This transmission via facsimile or e-mail will be accepted as an original and I (the
“Payor”) confirm that I have the full authority to execute this IMDPA/IPGL document.
, AS RECEIVER ARE READY TO MAKE THE PAYOUT TO SENDER AND TO ALL NOMINIES/INTERMEDIARIES IN 24 TO 48 HOURS
WITHOUT ANY DEDIUCTIONS OR DELAY AND WE HAVE ISSUED IMDPA/IRREVOCABLE PAYMENT GUARANTEE LETTER (IPGL)
WITH ALL BANKING & AGREEMENT DETAILS (PRINCIPA PRTIES & CONSULTANTS/INTERMEDIARIES) INVOLVED WITH IFPA
ATTACHED, HAND-SIGNED & SEALED WITH WET BLUE INK ON ALL PAGES AND MENTIONS PAYOUT TIME IN IPGL. THESE
PAYMANTS HAVE TO BE DONE PRIOR TO OUR OTHER COMMITMENTS.IN CASE IF THERE IS BLOCKADE ON OUR ACCOUNT
OR OTHER PROBLEMS WITH PAYMENTS, WE WILL SUBMIT TO VOLUNTARY JUDICIAL EXECITION AND ISSUE A
PERSONAL/CORPORATE PROMISSORY NOTE/ BILL OF EXCHANGE FOR THE ENTIRE AMOUNT DUE TO ALL BENEFICIARIES..
We confirm that upon the execution, this IMDPA is irrevocable, unconditional, assignable and divisible.
This Consulting Fee Agreement shall inure to the benefit of the Beneficiaries and/or their respective heirs,
administrators, successors and assigns as the case may be, until this transaction, including any renewals,
extensions and additions are fully completed.
THIS IRREVOCABLE PAY ORDER / IMDPA WILL COME INTO EFFECT WITHIN 24 (TWENTY-FOUR) HOURS AFTER BOTH PARTIES HAVE
EXECUTED THE AGREEMENT AND ONLY AFTER THE INVESTOR’S BANK HAVE MADE THE RELATED TRANSFER OF INVESTMENT FUNDS
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TO RECEIVER’S/PAYOR’S BANK COMMON ACCOUNT. ALL SWIFT MT103/202 WIRE TRANSFERS TO BE MADE HEREUNDER WILL BE
MADE IN EURO CURRENCY AND SHALL HAVE A SPECIAL MESSAGE ATTACHED TO IT AND READ: “URGENT, THE SAME DAY VALUE
AND CREDIT”, AS PER THE AGREED TERMS AND CONDITIONS IN THIS AGREEMENT AND IMDPA, WHICH BANKING COORDINATES
ARE AS FOLLOWS:
NOTE: ANY OF THE BENEFICIARIES NAMED BELOW MAY CHANGE/SUBSTITUTE ITS BANK COORDINATES BY
INFORMING THE PAYOR/PARTNER/PAYMASTER PRIOR TO DISBURSEMENT .
SPECIAL WIRE TRANSFER INSTRUCTION ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE GOOD, CLEAN AND CLEARED, OF
NON-CRIMINAL ORIGIN, LIEN FREE AND UNENCUMBERED, HAS BEEN EARNED FROM SERVICES RENDERED OR FOR FREE
INVESTMENT PURPOSES OR LOAN FOR PROJECTS AND OTHER PROJECT RELATED NEEDS, AND ARE PAYABLE IN CASH AND FULL
AMOUNT IMMEDIATELY UPON RECEIPT BY BENEIFICIARY'S BANK WITH SAME DAY VALUE AND CREDIT. THE REMITTER IS KNOWN
TO US. THIS IS DONE WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF FUNDS SENT TO US.” ALL
WIRE TRANSFERS SHALL INCORPORATE ABOVE TEXT MESSAGE AND A COPY OF THE BANK WIRE TRANSFER SLIP SHALL BE EMAILED
TO THE BENEFICIARIES /CONSULTANT: FOR ONWARD DISTRIBUTION TO PROJECT BENEFICIARIES NAMED BELOW FOR THEIR
RESPECTIVE TRACKING, LEGAL VERIFICATION AND DOCUMENTATION PURSUANT TO PATRIOT ACT AND BANK BANKING
REGULATIONS.
BANKING INSTRUCTIONS FOR DISBURSEMENTS:

FUND DISTRIBUTION:
SENDER SIDE: 50% (FIFTY PERCENT) OF THE TOTAL AMOUNT WITH R&E IF ANY
SENDER: 50% (FIFTY PERCENT) OF PAYMENT OF FACE VALUE, INCLUDING ROLLS AND EXTENSIONS TO BE
FORWARD TO THE FOLLOWING ACCOUNT: CLOSED
Escrow Account Paymaster Trustee AS INDICATED IN THE CONTRACT

Name
Bank Name
Bank Address
Account Name/
Account Number
BIC/SWIFT Code
Bank Officer data
Address
Account Signature
Beneficiary
Required Message into the cash wire
RECEIVER SIDE : 50% (FIFTY PERCENT) OF TOTAL VALUE WITH R&E IF ANY
RECEIVER B: 50% (FORTY TWO PERCENT) OF PAYMENT OF FACE VALUE, INCLUDING ROLLS
AND EXTENSIONS TO BE FORWARD TO THE FOLLOWING ACCOUNT: OPEN
COMPANY/PERSONAL
1
NAME:
2 ADDRESS:
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3 REPRESENTED BY:
4 BANK NAME:
5 BANK ADDRESS:
6 ACCOUNT NUMBER/IBAN
7 BIC/SWIFT CODE:
8 ABA ROUTING CODE
8 BANK OFFICER:
9 BANK TEL.:
10 REFERENCE
11 SPECIAL INSTRUCTION FUNDS ARE GOOD, CLEAN, CLEARED AND OF NON-CRIMINAL AND
NON-TERRORIST ORIGIN, ARE LIEN FREE AND UNENCUMBERED,
FUNDS ARE PAYBLE IN CASH IN FULL AMOUNT IMMEDIATELY UPON
RECEIPT BY BENEFICIARY BANK, BASED ON THE SAME DAY VALUE
AND IMMEDIATE CREDIT, THE REMITTER IS KNOWN TO US AND WE
ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US - THIS
IS DONE WITH FULL BANKING RESPONSIBILITY
RECEIVER MANDATE AND GROUP B1: 5.00% (FIVE PERCENT) OF PAYMENT OF FACE VALUE,
INCLUDING ROLLS AND EXTENSIONS TO BE FORWARD TO THE FOLLOWING ACCOUNT: OPEN
1 COMPANY NAME:
2 COMPANY ADDRESS:
3 REPRESENTED BY:
4 BANK NAME:
5 BANK ADDRESS:
ACCOUNT
6
NUMBER/IBAN
7 BIC/SWIFT CODE:
8 ABA ROUTING CODE
8 BANK OFFICER:
9 BANK TEL.:
10 REFERENCE SEE TRANSACTION CODE
11 SPECIAL INSTRUCTION FUNDS ARE GOOD, CLEAN, CLEARED AND OF NON-CRIMINAL AND NON-
TERRORIST ORIGIN, ARE LIEN FREE AND UNENCUMBERED, FUNDS ARE
PAYBLE IN CASH IN FULL AMOUNT IMMEDIATELY UPON RECEIPT BY
BENEFICIARY BANK, BASED ON THE SAME DAY VALUE AND IMMEDIATE
CREDIT, THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO THE
SOURCE OF THE FUNDS SENT TO US - THIS IS DONE WITH FULL BANKING
RESPONSIBILITY
RECEIVER CONSULTANT B2: 2.50 (TWO POINT FIVE PERCENT) OF PAYMENT OF FACE VALUE,
Page 12 of 39
INCLUDING ROLLS AND EXTENSIONS TO BE FORWARD TO THE FOLLOWING ACCOUNT OPEN
PAYMASTER
Beneficiary Group
Bank Name
Bank Address
Telephone
Account Number
Account Name
SWIFT
ABA Routing Number
Bank Officer
Paymaster Address
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL a
notification immediately upon each tranche transfer payment together with the
transactions code/s to: DESG SAME DAY TRANSFER and IMMEDIATE CREDIT. REQUIRED
Special Wire Instructions
MESSAGE: "THE REMITTER IS KNOWN TO US. THIS IS DONE WITH FULL BANKING
RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US."
Originating Bank please notify with transaction sequence to-
ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF
Required Message NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY
BENEIFICIARY’S BANK.”
RECEIVER INTERMEDIAY B3: 2.50% (TWO POINT FIVE PERCENT) OF PAYMENT OF FACE VALUE,
AMOUNT
PAYMASTER
Beneficiary Group
Bank Name
Bank Address
Telephone
Account Number
Account Name
SWIFT
ABA Routing Number
Bank Officer
Paymaster Address
Paymaster Office
Phone
Paymaster E-mail
address
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL a notificati
immediately upon each tranche transfer payment together with the transactions cod
Special Wire to: DESG SAME DAY TRANSFER and IMMEDIATE CREDIT. REQUIRED MESSAGE: "THE
Instructions REMITTER IS KNOWN TO US. THIS IS DONE WITH FULL BANKING RESPONSIBILITY AND WE
ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US." Originating Bank please no
with transaction sequence
Page 13 of 39
ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON
Required Message CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY
BENEIFICIARY’S BANK.”
This IMDPA is legally binding on all parties hereto, their principals, employees, representatives, agents and
assigns in all countries of the world, and is non-separable/integral part of the above referenced Agreement
with transaction code:
This IMDPA shall be lodged into both transaction banks together with the Contract, and a copy of it will be
forwarded to each coordinating Master Paymaster by e-mail.
This IMDPA, once executed by both Parties, will become effective as of the date first written above. And an
official notice(s) exchanged by the parties hereto, shall be sent to the first mentioned address(s) and/or e-
mail addresses provided herein or as may be attached by addenda hereto. A facsimile or electronically
transmitted copy of duly signed Agreement and IMDPA by both Parties shall be deemed original.
THIS IRREVOCABLE PAY ORDER / IMDPA WILL COME INTO EFFECT WITHIN 24 (TWENTY-FOUR) HOURS AFTER BOTH
PARTIES HAVE EXECUTED THE AGREEMENT AND ONLY AFTER THE INVESTOR’S BANK HAVE MADE THE RELATED
TRANSFER OF INVESTMENT FUNDS TO RECEIVER’S/PAYOR’S BANK COMMON ACCOUNT. ALL SWIFT MT103/202
WIRE TRANSFERS TO BE MADE HEREUNDER WILL BE MADE IN EURO CURRENCY AND SHALL HAVE A SPECIAL
MESSAGE ATTACHED TO IT AND READ: “URGENT, THE SAME DAY VALUE AND CREDIT”, AS PER THE AGREED TERMS
AND CONDITIONS IN THIS AGREEMENT AND IMDPA, WHICH BANKING COORDINATES ARE AS FOLLOWS:
SIGNATURE OF THE PARTIES
IN WITNESS WHEREOF, the Parties have hereto executed this IMPDA, on------- DAY OF ---------
2024
As free expression of my will, I hereby affix below my signature on this document. A facsimile
and/or e-mail copy of this document, and any other related documents, shall beall deemed
equally valid as the original of this document:
RECEIVER:
NAME OF SIGNATORY:
POSITION:
PASSPORT NO.:
EXPIRY:
I HEREBY APPROVE THE ABOVE IRREVOCABLE MASTER DISBURSEMENT & PAYMENT AGREEMENT
(IMDPA) IN ITS ENTIRETY.
Page 14 of 39
INVESTOR/SENDER:
NAME OF SIGNATORY:
TITLE:
PASSPORT NO.:
EXPIRY:
------------------------------------------------------------------------------------------------------------------------
FOR AND ON BEHALF OF
PARTY-B (RECEIVER) PASSPORT COPY
Page 15 of 39
ON RECEIVER CORPORATE LETTERHEAD- SIGN EVERY PAGE
AGREEMENT No: …................................
TRANSACTION CODE: ..........................

DATE:......................................... .., 2024
CERTIFICATE OF INCORPORATION:
ON RECEIVER CORPORATE LETTERHEAD-SIGN EVERY PAGE
AGREEMENT No: GPI …........................
TRANSACTION CODE:
DATE:........................................, 2024
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:
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
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE

UNITED NATIONS CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).
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.
================ END OF DOCUMENT =================

AGREEMENT No: GPI …........................
TRANSACTION CODE:
DATE:........................................, 2024
7. TARGETED USE OF THE FUNDS AND THEIR DISTRIBUTION

6.1 The funds will be used for the following purposes:
Investment in various projects.
Development of several companies engaged in exports and imports in China, Asia, USA, or as per the Partners'
discretion or otherwise agreed, among other areas.
Provision of consulting services to support and implement credit lines.
6.2 All necessary documents related to the distribution of funds will form an integral part of this Agreement and
will be provided as additions to this Agreement.
8. CONFIDENTIAL INFORMATION AND SECURITY.

8.1 In connection with this Agreement, the Parties shall exchange information concerning the designated
fiduciary banks, designated as "confidential information." Both Parties acknowledge that such confidential
information is proprietary and of significant value, the secrecy of which must be preserved to maintain its
integrity.
8.2 The Parties commit to implementing reasonable security measures to safeguard the confidentiality of this
information. They shall not directly or indirectly disclose this confidential information to any person or entity
during the Agreement's term or following its expiration or termination. Exceptions are permitted for assistants,
agents, or employees who have agreed in writing to maintain confidentiality and whose disclosure is necessary
for providing services under this Agreement.
8.3 The Parties acknowledge that separate introductions made through different intermediary chains, resulting
in other transactions, shall not breach the confidentiality of this information, provided such new chains were not
created to circumvent the original introducing chain. Copy and paste signatures are prohibited.
8.4 Security of Documents: By signing this agreement, the Partner unequivocally confirms that, at no stage of the
transaction, shall they share any transaction documents with any third party. This commitment remains binding
regardless of the transaction's outcome, including cancellation or failure. The Partner shall not publish any
transaction documents on any social media platform or application, such as WhatsApp or LinkedIn.
8.5 Transaction Information: The Receiver shall regularly update the Sender on the transaction's progress
through mutually agreed communication methods. Additionally, the Receiver shall promptly share any critical
documents that may significantly impact the transaction's outcome.
9. COMMUNICATION.
9.1 Communication with banks will be prohibited as listed in Clause 5 of this agreement and will be limited to
those between the Investor’s and Partner’s authorized officers/representatives, including principals of the
Investor and the Partner, in the course of completing this transaction. No communication by any other party is
permitted without the prior written consent of the named account holders.
9.2 Any notice to be given hereunder from either Party to the other shall be in writing and shall be delivered by
E-mail-to-E-mail address of the respective Party as provided herein. The Parties agree that acknowledged E-mails
are treated as legally binding original documents. E-mail copies scanned and sent via 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.
10. VALIDITY.
10.1 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.
11. FULL UNDERSTANDING.

11.1 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
AGREEMENT No: GPI …........................
TRANSACTION CODE:
DATE:........................................, 2024
statements and representations are made without any omission of material fact and with full corporate and legal
responsibility under penalty of perjury.
11.2 The Parties hereto accept that should the present Agreement partially or in full be found invalid or
unenforceable pursuant to judicial decree or by virtue of any international regulations related to bank
confirmation of USD/EUR validity, this Agreement shall be reconstructed upon mutual consent and agreement of
both Parties to this commercial Agreement.
11.3 Until the physical exchange of original hard copies, the acknowledged fax and/or e-mail copies of this
Agreement shall be deemed original.
11.4 The commission payable under this Agreement is to be distributed in accordance with the Irrevocable Fee
Protection Agreement.
12. ASSIGNMENT.
12.1 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 thereon the
assignee's full contact particulars.
13. TERM OF AGREEMENT.

13.1 This agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of
EURO, Liechtenstein, Switzerland, Lugano, 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.
14. LAW AND ARBITRATION.

14.1 This Agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of
the countries where this transaction is effectuated, and any dispute is to be resolved under the ICC rules for
arbitration.
14.2 All disputes and disagreements, which can arise during execution of the present agreement or in
connection with it, will be solved by negotiation between the Parties. In case the Parties will not come to the
agreement, the disputes and disagreements are to be settled by The London Court of International Arbitration
(UK) made up by one arbitrator.
14.3 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.
14.4 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 is
considered invalid or unenforceable, then, the remainder part of this Agreement shall not be affected (if
agreeable by both Parties) and shall be enforced to the greatest extent permitted by law.
15. AFFIRMATION
15.1 Furthermore, we, the undersigned Parties, hereby solemnly affirm under the international laws of perjury
and fraud that the information provided by us in this Agreement is accurate and true. By affixing our
signatures/initials/seals to this Agreement, we affirm that our respective bank officers are fully aware of, have
approved, and are ready to proceed with this transaction.
16. DISCLAIMER
This is a privileged communication within the ambit of the "Lawyer's Client Relationship" containing confidential
information, which cannot be used as evidence against the "Parties." This shall not be construed as a solicitation
of investment, funds, and/or securities offering exempt from the U.S. Securities Act of 1933 and all
amendments, including all Laws, Rules, and Regulations under the Patriot Act, European Union Resolutions, Anti
Money Laundering, "IPC"-Article 1998-Edition. As a consultant, we must keep certain records, prepare and
provide various reports, and respond to inquiries under various laws, rules, and regulations, including, but not
AGREEMENT No: GPI …........................
TRANSACTION CODE:
DATE:........................................, 2024
limited to, the Bank Secrecy Act, the Annunzio-Wylie Anti Money Laundering Act of 1992, the USA Patriot Act (of
2001). A number of agencies are involved in regulating these areas, including the Treasury Department
(including the Department's Office of Foreign Assets Control (OFAC)), the Federal Reserve Board of Governors,
and others.
17. SIGNATURES OF THE PARTIES:

With full legal and corporate authority to sign this Agreement, the INVESTOR & PARTNER agree to the above
conditions and append their signatures below in complete acceptance of the terms and conditions.
NOW, THEREFORE, it is agreed as follows:
WHEREAS they are individually known as Investor and Partner and jointly known as Parties; and
WHEREAS Investor holds an account with cash funds to be transferred to the Partner's designated account from
one of the AGREED INSTRUMENTS as listed in TYPE OF INSTRUMENT AVAILABLE in clause 4.1.1 DETAILS OF
TRANSACTION aiming at investments; and
WHEREAS Partner is ready, willing, and able to receive said cash funds into its designated account from one of
the AGREED INSTRUMENTS as listed in TYPE OF INSTRUMENT AVAILABLE in clause 4.1.1 DETAILS OF
TRANSACTION and to execute the distribution and transfer of said received funds to designated parties and bank
accounts via SWIFT Message MT103/202, following the terms and conditions in this Agreement; and
WHEREAS Partner has further made arrangements with a third party (hereinafter referred to as Facilitator) to
facilitate the execution of the delivery of cash funds for investments. Partner and Facilitator shall authorize and
instruct their designated Trustee to receive said funds and proceed with the agreed distribution and transfer of
cash funds, following the terms and conditions in this Agreement.
FOR AND BEHALF OF THE PARTY B /

FOR AND BEHALF OF THE PARTY A / INVESTOR
PARTNER
STRAUMANN LABS UK LTD XXXXXXXXXXXX
REPRESENTED BY: MR. EDWARD DUARTE REPRESENTED BY:
PASSPORT NO.: HG150649 PASSPORT NO.
DATE OF ISSUE 14 MAY 2018 DATE OF ISSUE:

AGREEMENT No: GPI …........................
TRANSACTION CODE:
DATE:........................................, 2024
DATE OF EXPIRY: 13 MAY 2028 DATE OF EXPIRY:
COUNTRY OF ISSUE: CANADA COUNTRY OF ISSUE:

AGREEMENT No: GPI …........................
TRANSACTION CODE:
DATE:........................................, 2024
18. IRREVOCABLE MASTER FEE PROTECTION AGREEMENT
IRREVOCABLE FEE PROTECTION AGREEMENT (IFPA), FUNDS DISBURSEMENT AGREEMENT

PAYMENT ORDER PROTECTION AGREEMENT, IRREVOCABLE CORPORATE PAY ORDER UNDERTAKING
IN REFERENCE TO AGREEMENT ON DELIVERY OF CASH FUNDS FOR INVESTMENTS TRANSFER VIA one of the
AGREED INSTRUMENTS as listed in TYPE OF INSTRUMENT AVAILABLE in clause 4.1.1 DETAILS OF TRANSACTION
The Party-B/PARTNER, the undersigned Payer, and authorized legal signatory of the corporate account, acting
with full personal and corporate responsibility, do hereby confirm irrevocably and unconditionally, without
protest or notification, without prejudice, recourse, or delay, guarantee to make all payouts to Beneficiaries
listed in IMFPA, forming part of PGL, which has been executed separately, by wire transfer via SWIFT MT-
103/MT103-202/TT at the time of settlement of each and every tranche of the transaction. The said PGL/IMFPA
shall remain an integral part of this Agreement between Receiver and Investor. The said PGL/IMFPA shall remain
in effect until this transaction, including any renewals, extensions, and additions, is fully completed.
ARBITRATION: All disputes and questions whatsoever that arise between the parties to this agreement and touch
on this agreement, its construction, or application, or any account cost, liability to be made hereunder, or as to
any act or way relating to this agreement shall be settled through arbitration in accordance with the arbitration
laws of ICC.
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. It 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 conducted as agreed
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, is 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 the authority to execute this pay order.
This irrevocable pay order will come into effect within two (2) banking days only after each transaction value of
the agreement will happen and only after the Investor would have already made the transfer related to the first
and subsequent investments to the designated bank account of the company nominated by the Receiver. The
Receiver should do Disbursement to “Party-A” and its Consultants' designated Bank Accounts according to this
PGL (Payment Guarantee Letter) via SWIFT MT103/202, upon full clearance of said transferred funds. The
Receiver, authorized and instructed trustee, distributes and transfers cash funds for investments via SWIFT
MT103/MT103-202/TT/SWIFT GPI with “Urgent, The Same Day Wire” mode to designated bank accounts, as per
the agreed terms and conditions in this agreement and IMFPA below.
This agreement, once executed by both parties, will become effective as of the date first written above. Any
official notices exchanged by the parties hereto shall be sent to the first mentioned addresses herein or as may
be attached by addenda hereto. A facsimile or electronically transferred copy duly signed by both parties shall be
deemed original.
We/I, Party-B/PARTNER, hereby agree that the disbursement of funds to Agents and Intermediaries of Parties
referred to as follows. Required message: All transfer instructions shall state “Funds are clean, cleared and are
not of criminal origin and are payable in cash immediately upon receipt by Beneficiary bank.
AGREEMENT No: GPI …........................
TRANSACTION CODE:
DATE:........................................, 2024
19. FIRST PARTY A: "INVESTOR" PASSPORT COPY

AGREEMENT No: GPI …........................
TRANSACTION CODE:
DATE:........................................, 2024
AGREEMENT No: GPI …........................
TRANSACTION CODE:
DATE:........................................, 2024
20. FIRST PARTY A: "INVESTOR" COMPANY CERTIFICATE COPY

AGREEMENT No: GPI …........................
TRANSACTION CODE:
DATE:........................................, 2024
21. SECOND PARTY A: "PARTNER": PASSPORT COPY

AGREEMENT No: GPI …........................
TRANSACTION CODE:
DATE:........................................, 2024
22. SECOND PARTY A: "PARTNER" COMPANY CERTIFICATE COPY

IRREVOCABLE PAYMENT GUARANTEE LETTER

ISSUED TO THE PROJECT DEVELOPERS AND CONSULTANTS/INTERMEDIARIES
AS PER THE JOINT VENTURE INVESTMENT CONTRACT CODE NO- GPI SEMI
AUTO …...XXXX -1 B euro / TRANSACTION CODE: DETAILS GIVEN IN THE
ATTACHED IRREVOCABLE MASTER DISBURSEMENT AGREEMENT - ANNEXURE-
A.
BI.DESCRIPTION OF TRANSACTION
1 Sender’s Instrument M0 OFF-LEDGER FUNDS
2 Total face value €100,000,000,000 (ONE HUNDRED BILLION EURO) with R&E
3 First Tranches Value €........................ (..................................... Euro)
4 Second Tranches Value €.........................(................................... EURO)
5 Third Tranches Value €.........................(................................... EURO)
6 Forth Tranches Value €.........................(................................... EURO)
7 Fifth Tranches Value TBA
4 Subsequent Other Tranches Time AFTER LAST TRANSACTION SETTLEMENT
5 SENDERS: 50% (FIFTY PERCENT) OF AGREEMENT VALUE WITH R&E IF ANY
RECEIVERS: 50% ( FIFTY PERCENT) OF AGREEMENT VALUE WITH R&E IF ANY

6
RECEIVER INTERMEDIARIES: 10% (TEN PERCENT) OF AGREEMENT VALUE WITH R&E IF ANY.
VIA TRANSFER GPI SEMI AUTO/SEND TO & RECEIVE IN SWIFT.COM GLOBAL
7 Remittance by
SERVER
8 Ratio and Split AS PER NEPGL
9 Remittance Back by (Pay out) SWIFT NORMAL MT103 BY CASH TRANSFER TO BEPGL ACCOUNT NUMBER
We (Company)------------- legally constituted and registered in the Republic of,-------------- with

I.D.Registration No. ----------------with address:,------------------ Represented by============== ,
CEO/Managing Director and Legal representative, Passport No------------------acting as the (Payer),
acting with full responsibility, hereby irrevocably and unconditionally, without protests or
notifications, without prejudice and recourse, promise to effect payment to the beneficiaries
indicated in the Irrevoable Master Disburssment Agreement (IMDPA) at Annexure-A, in the
manner therein established, subject to the successful completion of the JOINT
VENTURE/PARTNERSHIP AGREEMENT NUMBER: identified with the Transaction
Code...................................... herein given, inclusive, all its possible rolls and extensions.
I, holder of passport No. authorized signatory of , irrrevocably confirm that I/we will order and direct
our bank to endorse automatic payment orders to all the beneficiaries named below. Furthermore,
I/we, the Receiver, confirm that all pay orders shall automatically transfer funds as directed into
Page 28 of 39
each beneficiary designated bank account within 2 (TWO) banking days after the date of receipt
and clearance of each tranche of investment funds received covering the above referred contract
including extensions and rollovers, if any. For the purpose of clarity, we confirm that the closing
and completion of each payment shall be deemed to take place when the Receiver has received
the cleared funds.
This Agreement is our irrevocable payment order and is and will continue to be an intricate part of
this agreement and I/we hereby declare that I/we am/are legally bound and obligated under the
considerations of this document, to execute due compensation to the beneficiaries herein, as per
this IPGL and IMDPA and in the manner agreed hereto. This Agreement is my/our irrevocable
payment order and is and will continue to be an intricate part of the subject agreemeny, and, if
the stated transaction represented by the Transaction Coded were to be not fulfilled and/or
executed as contractually established, this PGL will be annulled and without value and non-
enforceable.
I, Mr.------, representing ----------as authorized signatory agrees to provide all beneficiaries with
written evidence of the pay orders lodged with our bank together with acknowledgements of their
acceptance. Furthermore, our bank shall be instructed to provide duly signed and stamped
acknowledgement of this instruction as set out in the annex. Forming part of this agreement it is
understood that for the purposes of this Irrevocable Master Disbursment & Pay Order Agreement,
our bank shall be the same bank as per the contract and this IMDPA/IPGL acts as an integral part of
it.
I Mr.--------, representing -------- being the Receiver named legally authorized signatory as stated
unconditionally agree and undertake to approve and originate all Payments in EURO currency to
all beneficiaries named in the annexed IMDPA. I also hereby confirm that I/we have no right to
change this document or the IMDPA after signature, and hereby agree to adhere to this document
without fail. I also acknowledge that should I ignore this signed Irrevocable Payment Guarantee
Letter (IPGL) I can be held legally responsible. This agreement also acts as a record confirming the
fees amounts for each named beneficiary as set out in the attached IMDPA.
This agreement once executed by my signature will become effective and binding as of the date of
the signing of this document. Any official notice(s) exchanged by the parties hereto, shall be
forwarded to the first mentioned address(s) herein or as may be attached by addenda hereto. An
electronically transferred copy duly signed by both parties shall be deemed original.
Sender: agrees to pay the receiver a default fee of 10,000,000.00 EURO for any
delays of the transfer of fund’s if this agreement is not onward by the sender.
THIS IRREVOCABLE PAYMENT GUARANTEE LETTER (IPGL) SHALL COME INTO FORCE
AND SHALL TAKE EFFECT UPON ITS SIGNATURE.
Accepted and agreed on the day of............ 2024
Page 29 of 39
SIGNATURE AND STAMP OF RECIEVER/PAYOR:
SIGNATORY NAME:
TITLE:
PASSPORT NUMBER:
ISSUE/EXPIRATION DATE
ISSUED BY COUNTRY:
ANNEXURE-A TO IPGL
IRREVOCABLE MASTER DISBURSEMENT & PAY ORDER AGREEMENT (IMDPA)

( An integral part of the main agreement No. )
This Irrevocable Master Fee Protection Agreement and Pay Order Agreement is made this day ...th
Day Of....., 2024, in accordance to and simultaneous to the Partnership/ Joint Venture Agreement
on Investment and Financial Cooperation of even date entered into and signed between
..................................................................[sender/investor name and address], represented by
its authorized mandate and signatory Mr........................................, as the Sender, AND ............
[receiver]........ ......................................................., represented by its CEO and authorized
signatory Mr. ............, as the Receiver and Payer, as per Agreement No.......................... and
Transaction Code ..................................dated ................ ,2024.
This IMDPA shall remain in effect until this transaction, including any renewals, extensions and
additions are fully completed.
ARBITRATION: All disputes and questions whatsoever which arises between the Investor, Receiver
and/or Beneficiaries/Project Developers to this Agreement and touching on this IPGL 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 IMDPA/IPGL 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 PGL, except by an instrument in
writing signed by both Parties and recipients of funds. This IMDPA/IPGL will be governed by and
construed in accordance with the laws of United Kingdom. In the event that either Party and/or
Recipient(s) of funds shall be required to bring any legal actions against the Payer in order to
enforce any of the terms of this IMDPA/IPGL the prevailing party shall be entitled to recover
reasonably attorney fees and costs.
This IMDPA/IPGL, if transmitted by facsimile or electronic mail, shall be considered an original,

legally enforceable document. Generally recognized International Standards of Non-Circumvention
& Non-Disclosure(NC/ND) are applicable for a period of Five (5) Years from the date of this
Page 30 of 39
document or the last date of the contract, including any renewals, extensions and additions that
are fully completed/signed/sealed 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. And,
project developers and master paymasters are NOT Advisors of any Kind. All negotiations, terms and
conditions are between the principal parties and/or their perspective legal counsel only. All Consultants
involved are held harmless from any legal actions brought on by either party.
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.
Both principle parties are responsible for the ramification of their own actions. All
consultants/intermediaries or their paymasters are considered introducers and held harmless
from any legal actions brought on by either party. Consultants cannot be a party to a subpoena
to appear in court to testify by any means, consultants are not responsible for anything by any
means. All responsibility rests on the Principals.
Parties to this IMDPA/IPGL are independent contractors and all contemplated payments and/or
disbursements hereunder are divided interests. Nothing in this IPGL construes or creates a
partnership or employer/employee relationship between or among the Payer and recipient(s) of
funds here to. All taxes, Federal, State or other are the independent responsibility of each of the
recipient party 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 (including project developers who are represented by their Master
Paymasters). This transmission via facsimile or e-mail will be accepted as an original and I (the
“Payor”) confirm that I have the full authority to execute this IMDPA/IPGL document.
..., AS RECEIVER ARE READY TO MAKE THE PAYOUT TO SENDER AND TO ALL NOMINIES/INTERMEDIARIES
IN 24 TO 48 HOURS WITHOUT ANY DEDIUCTIONS OR DELAY AND WE HAVE ISSUED IMDPA/IRREVOCABLE
PAYMENT GUARANTEE LETTER (IPGL) WITH ALL BANKING & AGREEMENT DETAILS
(PRINCIPAL PRTIES & CONSULTANTS/INTERMEDIARIES) INVOLVED WITH IFPA ATTACHED,
HAND-SIGNED & SEALED WITH WET BLUE INK ON ALL PAGES AND MENTIONS PAYOUT TIME IN IPGL.
THESE PAYMANTS HAVE TO BE DONE PRIOR TO OUR OTHER COMMITMENTS.IN CASE IF
THERE IS BLOCKADE ON OUR ACCOUNT OR OTHER PROBLEMS WITH PAYMENTS, WE WILL SUBMIT
TO VOLUNTARY JUDICIAL EXECITION AND ISSUE A PERSONAL/CORPORATE PROMISSORY NOTE/BILL
OF EXCHANGE FOR THE ENTIRE AMOUNT DUE TO ALL BENEFICIARIES..
We confirm that upon the execution, this IMDPA is irrevocable, unconditional, assignable and divisible.
This Consulting Fee Agreement shall inure to the benefit of the Beneficiaries and/or their respective heirs,
administrators, successors and assigns as the case may be, until this transaction, including any renewals,
extensions and additions are fully completed.
Page 31 of 39
THIS IRREVOCABLE PAY ORDER / IMDPA WILL COME INTO EFFECT WITHIN 24 (TWENTY-FOUR) HOURS AFTER BOTH PARTIES HAVE
EXECUTED THE AGREEMENT AND ONLY AFTER THE INVESTOR’S BANK HAVE MADE THE RELATED TRANSFER OF INVESTMENT FUNDS
TO RECEIVER’S/PAYOR’S BANK COMMON ACCOUNT. ALL SWIFT MT103/202 WIRE TRANSFERS TO BE MADE HEREUNDER WILL BE
MADE IN EURO CURRENCY AND SHALL HAVE A SPECIAL MESSAGE ATTACHED TO IT AND READ: “URGENT, THE SAME DAY VALUE
AND CREDIT”, AS PER THE AGREED TERMS AND CONDITIONS IN THIS AGREEMENT AND IMDPA, WHICH BANKING COORDINATES
ARE AS FOLLOWS:
NOTE: ANY OF THE BENEFICIARIES NAMED BELOW MAY CHANGE/SUBSTITUTE ITS BANK COORDINATES BY
INFORMING THE PAYOR/PARTNER/PAYMASTER PRIOR TO DISBURSEMENT .
SPECIAL WIRE TRANSFER INSTRUCTION ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE GOOD, CLEAN AND CLEARED, OF
NON-CRIMINAL ORIGIN, LIEN FREE AND UNENCUMBERED, HAS BEEN EARNED FROM SERVICES RENDERED OR FOR FREE
INVESTMENT PURPOSES OR LOAN FOR PROJECTS AND OTHER PROJECT RELATED NEEDS, AND ARE PAYABLE IN CASH AND FULL
AMOUNT IMMEDIATELY UPON RECEIPT BY BENEIFICIARY'S BANK WITH SAME DAY VALUE AND CREDIT. THE REMITTER IS KNOWN
TO US. THIS IS DONE WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF FUNDS SENT TO US.” ALL
WIRE TRANSFERS SHALL INCORPORATE ABOVE TEXT MESSAGE AND A COPY OF THE BANK WIRE TRANSFER SLIP SHALL BE EMAILED
TO THE BENEFICIARIES /CONSULTANT: FOR ONWARD DISTRIBUTION TO PROJECT BENEFICIARIES NAMED BELOW FOR THEIR
RESPECTIVE TRACKING, LEGAL VERIFICATION AND DOCUMENTATION PURSUANT TO PATRIOT ACT AND BANK BANKING
REGULATIONS.
BANKING INSTRUCTIONS FOR DISBURSEMENTS:

FUND DISTRIBUTION:
SENDER SIDE: 50% (FIFTY PERCENT) OF THE TOTAL AMOUNT WITH R&E IF ANY
SENDER: 50% (FIFTY PERCENT) OF PAYMENT OF FACE VALUE, INCLUDING ROLLS AND EXTENSIONS TO BE
FORWARD TO THE FOLLOWING ACCOUNT: CLOSED
Escrow Account Paymaster AS INDICATED IN THE CONTRACT

Trustee Name
Bank Name
Bank Address
Account Name/
Account Number
BIC/SWIFT Code
Bank Officer data
Address
Account Signature
Beneficiary
Required Message into the
cash wire
RECEIVER SIDE : 50% (FIFTY PERCENT) OF TOTAL VALUE WITH R&E IF ANY
RECEIVER B: 50% (FORTY TWO PERCENT) OF PAYMENT OF FACE VALUE, INCLUDING ROLLS
AND EXTENSIONS TO BE FORWARD TO THE FOLLOWING ACCOUNT: OPEN
COMPANY/PERSONAL
1
NAME:
2 ADDRESS:
3 REPRESENTED BY:
Page 32 of 39
4 BANK NAME:
5 BANK ADDRESS:
6 ACCOUNT NUMBER/IBAN
7 BIC/SWIFT CODE:
8 ABA ROUTING CODE
8 BANK OFFICER:
9 BANK TEL.:
10 REFERENCE
11 SPECIAL INSTRUCTION FUNDS ARE GOOD, CLEAN, CLEARED AND OF NON-CRIMINAL AND
NON-TERRORIST ORIGIN, ARE LIEN FREE AND UNENCUMBERED,
FUNDS ARE PAYBLE IN CASH IN FULL AMOUNT IMMEDIATELY
UPON RECEIPT BY BENEFICIARY BANK, BASED ON THE SAME DAY
VALUE AND IMMEDIATE CREDIT, THE REMITTER IS KNOWN TO US
AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT
TO US - THIS IS DONE WITH FULL BANKING RESPONSIBILITY
RECEIVER MANDATE AND GROUP B1: 5.00% (FIVE PERCENT) OF PAYMENT OF FACE VALUE,
INCLUDING ROLLS AND EXTENSIONS TO BE FORWARD TO THE FOLLOWING ACCOUNT: OPEN
BENEFICIARY
1 COMPANY NAME: TBA
2 COMPANY ADDRESS: TBA
3 REPRESENTED BY: SERGEY TERZIEV

4 BANK NAME: TBA
5 BANK ADDRESS: TBA
6 ACCOUNT NUMBER/IBAN TBA
7 BIC/SWIFT CODE: TBA
8 ABA ROUTING CODE TBA
8 BANK OFFICER: TBA
9 BANK TEL.: TBA
10 REFERENCE SEE TRANSACTION CODE- UBSWXXXXXXXXXXXX
11 SPECIAL INSTRUCTION FUNDS ARE GOOD, CLEAN, CLEARED AND OF NON-CRIMINAL AND NON-TERRO
ORIGIN, ARE LIEN FREE AND UNENCUMBERED, FUNDS ARE PAYBLE IN CAS
FULL AMOUNT IMMEDIATELY UPON RECEIPT BY BENEFICIARY BANK, BASE
THE SAME DAY VALUE AND IMMEDIATE CREDIT, THE REMITTER IS KNOWN T
AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US - TH
DONE WITH FULL BANKING RESPONSIBILITY
RECEIVER CONSULTANT B2: 2.50 (TWO POINT FIVE PERCENT) OF PAYMENT OF FACE VALUE,
Page 33 of 39
Beneficiary Group
Identity
Bank Address
Telephone
Account Number
Account Name
SWIFT/ABA Routing Number
Bank Officer
Phone
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER
& EMAIL a notification immediately upon each tranche transfer
payment together with the transactions code/s to: DESG SAME
Special Wire Instructions
DAY TRANSFER and IMMEDIATE CREDIT. REQUIRED MESSAGE:
"THE REMITTER IS KNOWN TO US. THIS IS DONE WITH FULL BANKING
RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF HE FUNDS
SENTTRANSFER
ALL TO US." INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN
Required Message AND CLEAR,OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN
CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY’S BANK.”
RECEIVER INTERMEDIAY B3: 2.50% (TWO POINT FIVE PERCENT) OF PAYMENT OF FACE VALUE,
AMOUNT
PAYMASTER
Beneficiary Group
Bank Name
Bank Address
Telephone
Account Number
Account Name
SWIFT
ABA Routing
Number
Bank Officer
Paymaster Address
Paymaster Office
Phone
Paymaster E-mail
address
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER &
EMAIL a notification immediately upon each tranche transfer
payment together with the transactions code/s to:
Special Wire DESG SAME DAY TRANSFER and IMMEDIATE CREDIT. REQUIRED MESSAGE:
Instructions "THE REMITTER IS KNOWN TO US. THIS IS DONE WITH FULL BANKING
RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF THE
FUNDS SENT TO US."
Originating Bank please notify with transaction sequence
Page 34 of 39
ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND
Required Message CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH
IMMEDIATELY UPON RECEIPT BY BENEIFICIARY’S BANK.”
This IMDPA is legally binding on all parties hereto, their principals, employees, representatives, agents and
assigns in all countries of the world, and is non-separable/integral part of the above referenced Agreement
with transaction code:
This IMDPA shall be lodged into both transaction banks together with the Contract, and a copy of it will be
forwarded to each coordinating Master Paymaster by e-mail.
This IMDPA, once executed by both Parties, will become effective as of the date first written above. And an
official notice(s) exchanged by the parties hereto, shall be sent to the first mentioned address(s) and/or e-
mail addresses provided herein or as may be attached by addenda hereto. A facsimile or electronically
transmitted copy of duly signed Agreement and IMDPA by both Parties shall be deemed original.
THIS IRREVOCABLE PAY ORDER / IMDPA WILL COME INTO EFFECT WITHIN 24 (TWENTY-FOUR) HOURS AFTER BOTH
PARTIES HAVE EXECUTED THE AGREEMENT AND ONLY AFTER THE INVESTOR’S BANK HAVE MADE THE RELATED
TRANSFER OF INVESTMENT FUNDS TO RECEIVER’S/PAYOR’S BANK COMMON ACCOUNT. ALL SWIFT MT103/202
WIRE TRANSFERS TO BE MADE HEREUNDER WILL BE MADE IN EURO CURRENCY AND SHALL HAVE A SPECIAL
MESSAGE ATTACHED TO IT AND READ: “URGENT, THE SAME DAY VALUE AND CREDIT”, AS PER THE AGREED TERMS
AND CONDITIONS IN THIS AGREEMENT AND IMDPA, WHICH BANKING COORDINATES ARE AS FOLLOWS:
SIGNATURE OF THE PARTIES

IN WITNESS WHEREOF, the Parties have hereto executed this IMPDA, on-------DAY OF ---------
2024
As free expression of my will, I hereby affix below my signature on this document. A facsimile
and/or e-mail copy of this document, and any other related documents, shall beall deemed
equally valid as the original of this document:
RECEIVER:
NAME OF SIGNATORY:
POSITION:
PASSPORT NO.:
EXPIRY:
I HEREBY APPROVE THE ABOVE IRREVOCABLE MASTER DISBURSEMENT & PAYMENT AGREEMENT
(IMDPA) IN ITS ENTIRETY.
INVESTOR/SENDER:
NAME OF SIGNATORY:
TITLE:
Page 35 of 39
PASSPORT NO.:
EXPIRY:
--------------------------------------------------------------------------------------------------------------------------
FOR AND ON BEHALF OF
PARTY-B (RECEIVER) PASSPORT COPY
Page 36 of 39
ON RECEIVER CORPORATE LETTERHEAD- SIGN EVERY PAGE
AGREEMENT No: …................................
TRANSACTION CODE: ..........................

DATE:......................................... .., 2024
RECEIVER CERTIFICATE OF INCORPORATION:

AGREEMENT No: GPI …........................
TRANSACTION CODE:
DATE:........................................, 2024
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:
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 COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE

UNITED NATIONS CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).
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
================ END OF DOCUMENT =================

AGREEMENT No: GPI …........................
TRANSACTION CODE:
DATE:........................................, 2024
23. ELECTRONIC SIGNATURE

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:
19.1. 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
19.2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED
NATIONS CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).
19.3. EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC, AS
APPLICABLE. EITHER PARTY MAY REQUEST A 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

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STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX

JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024

AGREEMENT FOR JOINT VENTURE IN INVESTMENT AND FINANCIAL COOPERATION

FIRST PARTY A: "INVESTOR":

SECOND PARTY B: "PARTNER":

2. JOINT ACTIVITIES OF THE PARTIES

3. RIGHTS AND DUTIES OF THE PARTNERS

4. TOTAL VOLUME OF INVESTMENTS AND FINANCING ARRANGEMENT

PAYENT GUARANTEE LETTER CORPORATE ENDORESED PGL - or AS AGREED

4.1 TRANSACTION PROCEDURE AND BANK FEE

OPTIONAL PRE-ADVICE In the event of a Pre-Advice MT199 or

4.2 TRANSACTION PROCEDURES

4.3 FUND LOCATION PROCEDURES AND CLEARIFICATION

Access to Black Swift Screen

BANK HEAD OFFICE OR THE CENTRAL

4.4 TRANSACTION DOCUMENTS

5. BANK TO BANK COMMUNICATION

IRREVOCABLE PAYMENT GUARANTEE LETTER

3 First Tranches Value €........................ (..................................... Euro)

4 Second Tranches Value €.........................(................................... EURO)

5 Third Tranches Value €.........................(................................... EURO)

6 Forth Tranches Value €.........................(................................... EURO)

7 Fifth Tranches Value TBA

4 Subsequent Other Tranches Time AFTER LAST TRANSACTION SETTLEMENT

5 SENDERS: 50% (FIFTY PERCENT) OF AGREEMENT VALUE WITH R&E IF ANY

RECEIVERS: 50% ( FIFTY PERCENT) OF AGREEMENT VALUE WITH R&E IF ANY

8 Ratio and Split AS PER NEPGL

We (Company)------------- legally constituted and registered in the Republic of,-------------- with

Accepted and agreed on the day of............ 2024

IRREVOCABLE MASTER DISBURSEMENT & PAY ORDER AGREEMENT (IMDPA)

This IMDPA/IPGL, if transmitted by facsimile or electronic mail, shall be considered an original,

BANKING INSTRUCTIONS FOR DISBURSEMENTS:

Escrow Account Paymaster Trustee AS INDICATED IN THE CONTRACT

SIGNATURE OF THE PARTIES

FOR AND ON BEHALF OF

PARTY-B (RECEIVER) PASSPORT COPY

AGREEMENT No: …................................

TRANSACTION CODE: ..........................

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE

EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC, AS

================ END OF DOCUMENT =================

7. TARGETED USE OF THE FUNDS AND THEIR DISTRIBUTION

8. CONFIDENTIAL INFORMATION AND SECURITY.

11. FULL UNDERSTANDING.

13. TERM OF AGREEMENT.

14. LAW AND ARBITRATION.

17. SIGNATURES OF THE PARTIES:

NOW, THEREFORE, it is agreed as follows:

FOR AND BEHALF OF THE PARTY B /

STRAUMANN LABS UK LTD XXXXXXXXXXXX

REPRESENTED BY: MR. EDWARD DUARTE REPRESENTED BY:

PASSPORT NO.: HG150649 PASSPORT NO.

DATE OF ISSUE 14 MAY 2018 DATE OF ISSUE:

DATE OF EXPIRY: 13 MAY 2028 DATE OF EXPIRY:

COUNTRY OF ISSUE: CANADA COUNTRY OF ISSUE:

18. IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

IRREVOCABLE FEE PROTECTION AGREEMENT (IFPA), FUNDS DISBURSEMENT AGREEMENT

19. FIRST PARTY A: "INVESTOR" PASSPORT COPY

20. FIRST PARTY A: "INVESTOR" COMPANY CERTIFICATE COPY

21. SECOND PARTY A: "PARTNER": PASSPORT COPY

22. SECOND PARTY A: "PARTNER" COMPANY CERTIFICATE COPY

IRREVOCABLE PAYMENT GUARANTEE LETTER

3 First Tranches Value €........................ (..................................... Euro)