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THIS

PARTNERSHIP AGREEMENT OR
FINANCIAL CO-OPERATION PAY
ORDER AGREEMENT
(HEREINAFTER, REFERRED TO, AS
THE AGREEMENT, IS ENTERED ON
THIS MONDAY, MAY 21, 2024 BY
AND BETWEEN THE FOLLOWING
PARTIES):
INVESTOR or PARTY “A”
SENDER INFORMATION:
WET INTERNATIONAL ENTERPRISES

COMPANY NAME :
REPRESENTED BY: : ALVES MARCOS REZENDE
MANDATE : -
BANK NAME . HSBC UNITED ARAB EMIRATES
BANK ADDRESS : Web Ranking Zone Office Workshop Yard & 4 Lab, Rooms Main City Sharjah U.A.E
IBAN : -AE03300308800600038001
SWIFT : HSBCGB2LXXX
ACCOUNT NAME : ALVES MARCOS REZENDE
ACCOUNT No. : 033003088006
BANK OFFICER : MRS. ATY SETIAWATY
BANK IMAD : -
PASSPORT NUMBER : 306920102
DATE OF ISSUANCE : MARCH 22, 2026
DATE OF EXPIRATION : MARCH 22, 2033
(Hereinafter referred to as the “First Party”): And
RECEIVER INFORMATION:
COMPANY NAME:
PERSONAL NAME:
COMPANY ADDRESS:
REPRESENTED BY:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NUMBER:
ACCOUNT No.:
CLIENT’S NATIONALITY:
PASSPORT NUMBER:
DATE OF ISSUANCE:
DATE OF EXPIRATION:
(Hereinafter referred to as the “Second Party”):
WHEREAS: Party- B is ready and able to receive this Pay Order as a joint venture investment for all parties
herein for the execution of various infrastructure development projects, & Party - B is ready willing and able to
receive said CASH TRANSFERS € 950,000,000.00 (NINE HUNDRED MILLION EURO) VIA MT-103 (GPI CASH
TRANSFER) from Party-A, these funds will be invested/disbursed by Party-B as per IMFPA.

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

WHEREAS: Party-B is ready will and able to Receive €950,000,000.00 (NINE HUNDRED FIFTY MILLION EURO) by
way of Cash Transfer via MT-103 CASH TRANSFER/TT WIRE TRANSFER/ GPI NORMAL CASH TRANSFER, which
will be disbursed in accordance with the IMFP instructions.

I.DESCRIPTION OF TRANSACTION
Sender’s Instrument : MT-103 CASH TRANSFER/TT/ GPI NORMAL CASH TRANSFER
Total Face Value : € 950,000,000.00 (NINE HUNDRED FIFTY MILLION EURO)
Subsequent Tranches : As agreed by Parties
Sender’s Project : 45% OF THE FACE VALUE

Sender’s Mediator : 3% (Three Percent) of the contract amount with R&E if any
Receiver Mediators: 5% (FOUR Percent) of the contract amount with R&E if any
Receiver’s Project : 47% OF THE FACE VALUE
Remittance by : MT-103 CASH TRANSFER/TT/ GPI NORMAL CASH TRANSFER
Payment by : MT-103 CASH Transfer Within 3 Banking Days
Special Remarks : After Receipt, Authentication & Verification from Sender It Is Understood That
the Exact Amount and Timing of Tranches Are Defined Between Bank-Officers.
PROCEDURE CASH TRANSFER VIA MT 103 GPI NORMAL CASH TRANSFER

1. Party-A & Party-B both sign & execute the Joint Venture Investment Agreement.
2. This Investment Agreement, which thereby automatically becomes a full commercial recourse
contract.

3. The Parties will lodge a copy of this executed Agreement into their respective banks for the
compliance, if necessary. Sender will then transfer the CASH via MT-103 CASH TRANSFER/TT/GPI NORMAL
CASH TRANSFER to the Receiver.
4. Bank Accountant provides a Copy of the TRANSACTION SLIP, MT-103 CASH TRANSFER/TT/GPI AND
DISBURSEMENT INSTRUCTIONS SWIFT MT-103 CASH TRANSFER/TT/GPI NORMAL CASH TRANSFER
to
Receiver via e-mail for their reference and records.

5. Receiver’s bank will verify, authenticate & confirm the receipt of the cash funds within [1] banking day and
then make the necessary disbursements via Swift MT-103 CASH TRANSFER as per PAYOUT LIST
instructions.

NON-SOLICITATION
Receiver hereby confirms and declares that its associates or representatives, or any other person(s) on its
behalf, has/have never been solicited by any party, its shareholders or associates or representatives in any way
whatsoever that can be construed as a solicitation for this future transaction. Any delay in or failure of
performance by either party of their respective obligations under this Agreement shall constitute a breach
hereunder and will give rise to claims for damages if, and to the extent that such delay(s) or failure(s) in
performance is(are) not caused by event(s) or circumstance beyond the control of such party in default. The term
Beyond the Control of Such Party includes Act of War, Rebellion, Fire, Flood, Earthquake or other natural
disasters, and any other cause not within the control of such nonperforming party, or which the
nonperforming party by exercise of reasonable diligence is unable to foresee or prevent or remedy.

REPRESENTATIONS AND WARRANTIES


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

b) Enforceability. This Agreement constitutes the legal, valid and binding obligation of such party enforceable
in accordance with its terms.
c) Consents and Authority. No consents or approvals are required from any of the governmental authority or
other person for it to enter into this Agreement. All actions on the part of such acting party necessary for
the authorization, execution and delivery of this Agreement, and the consummation of the transactions
contemplated hereby by such party, have been duly taken.

d) No Conflict. The execution and delivery of this Agreement by it and the consummation of the transactions
contemplated hereby by it do not conflict with or contravene the provisions of its organizational
documents or any agreement or instrument by which it or its properties or assets are bound or any law,
rule, regulation, order or decree to which it or its properties or assets are subject.

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

MISCELLANEOUS

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

b) Prior Agreements; Construction; Entire Agreement . This Agreement, including the Exhibits and other
documents referred to herein (which form a part hereof), constitutes the entire agreement of the Parties
with respect to the subject matter hereof, and supersedes all prior agreements and understandings
between them as to such subject matter and all such prior agreements and understandings are merged
herein and shall not survive the execution and delivery hereof. In the event of any conflict between the
provisions of this Agreement and those of any Joint Ventures Agreement, the provisions of the applicable
Joint Venture Agreement shall control.

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

d) Severability. If any provision of this Agreement shall be held or deemed by a final order of a competent
authority to be invalid, inoperative or unenforceable, such circumstance shall not have the effect of
rendering any other provision or provisions herein contained invalid, inoperative or unenforceable, but
this Agreement shall be construed as if such invalid, inoperative or unenforceable provision had never been
contained herein so as to give full force and effect to the remaining such terms and provisions.
e) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or more such counterparts
have been signed by and delivered to each of the Parties.

f) Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the
laws of the Paris. The Parties consent to the exclusive jurisdiction of the Paris shall be preceded with the
according to the principal of the ICC, with any civil action concerning any controversy, dispute or claim
arising out of or relating to this Agreement, or any other agreement contemplated by, or otherwise with
respect to, this Agreement or the breach hereof, unless such court would not have subject matter
jurisdiction thereof, in which event the Parties consent to the jurisdiction of the ICC as above indicated.
The Parties hereby waive and agree not to assert in any litigation concerning this Agreement the doctrine of
forum non-convenient.

g) Waiver of Jury Trial. The Parties Hereto Hereby Irrevocably and Unconditionally Waive Trial by Jury in Any
Legal Action or Proceeding Relating to This Agreement and For Any Counterclaim Therein.

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

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

j) Headings.Headings are included solely for convenience of reference and if there is any conflict between
headings and the text of this Agreement, the text shall control.

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

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

ARBITRATION
a) 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, Paris, CHINA.

b) Every attempt shall be made to resolve disputes arising from unintended or inadvertent violation of this
contractual Agreement as far as possible amicably. In the event that adjudication is required local legal
process shall be preceded with according to the principal of the ICC as above indicated. Where judicial
resolution is not thereby achieved, this matter shall be settled by the ICC itself and the decision of which
all Parties shall consider to be final and binding. No State court of any nation shall have subject matter
jurisdiction over matters arising under this Agreement.

c) 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.

d) 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.

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

f) This Agreement once executed by both Parties will become effective as of the date first written above. Any
official notice(s) exchanged by the Parties hereto, shall be sent to the first mentioned address(s) herein or
as may be attached by addenda hereto. A facsimile or electronically transferred copy of this Agreement,
duly signed by both Parties, shall be deemed original.
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT (Electronic Document Transmissions) shall be deemed valid and enforceable in respect of any provisions of
this Contract, 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); and
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.
IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon this Agreement
as of this MONDAY, MAY 03, 2024

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

COMPANY NAME: KREDITI BANK FINANCE GROUP


REPRESENTED BY: HUANG, CHEN BAI CHANG ZHANG
PASSPORT NO: 306920102
DATE OF ISSUE: MARCH, 22,2023
DATE OF EXPIRY: MARCH 22, 2033

SIGNATURE:
AGREED AND ACCEPTED FOR AND ON BEHALF OF PARTY-B: ADZ MEDYA LTD.
IRREVOCABLE MASTER DISBURSEMENT & PAYMENT AGREEMENT (IMDPA)

I, MR. CAHIT KIRMIT the undersigned (hereinafter referred to as the “Payor” of the present monetary resources)
acting with full legal and corporate responsibility, hereby irrevocably and unconditionally, without protest or
notification, without prejudice, recourse, or delay guarantee to pay the project funding sums entitled to each
Project Developer’s below nominated Master Paymasters accounts listed on this document, via SWIFT MT103
direct wire transfer, at the time of each and every tranche of the transaction settlement with INVESTOR, meaning
simultaneously upon clearance of funds and receipt of credit to our account. This IMDPA is our irrevocable pay
order to the project developers, is and shall remain an integrate part of the referenced contract between
receiver and INVESTOR.
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 IMDPA 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 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 IMDPA, except by an instrument in writing signed by both Parties and
recipients of funds. This IMDPA 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 Payor in order to enforce any of the terms of this IMDPA the prevailing party shall be entitled to
recover reasonably attorney fees and costs.

This IMDPA, 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 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.
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 TT WIRE TRANSFERS TO BE MADE HEREUNDER WILL BE MADE IN.....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:

BANK COORDINATES
SENDER – A – 45%
| Forty Five Percent | on each transaction amount, including rolls & extension, to be forward for
client/paymaster to the following account(s):

COMPANY NAME KREDITI BANK FINANCE GROUP


BANK NAME: KREDITI BANKCHINA
BANK ADDRESS: 4
6
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ACCOUNT NAME ALVES MARCOS REZENDE
ACCOUNT SIGNATORY: HUANG, CHEN BAI CHANG ZHANG
ACCOUNT NO (SGD): 033003088006
IBAN NO (SGD) AE03300308800600038001-
SWIFT CODE: HSBCGB2LXXX
SPECIAL WIRE INSTRUCTION /REQUIRED MESSAGE | Pre-advice must be sent via Swift prior to wire transfer &
mailed a notification immediately upon each transfer payment together with the transaction’s code/s to:
…..........................Beneficiary /Paymaster can change at any time his provided bank account on this contract witch
annex and inform to the Provider directly. All transfer instructions shall state: “funds are clean and clear, of
noncriminal origin and are payable in cash immediately upon receipt by beneficiary’s bank.
CONSULTANT FINANCE – 3% (THREE PERCENT) OF THE CONTRACT VLUE
| Five Percent | on each transaction amount, including rolls & extension, to be forward for client/paymaster to
the following account(s):
REPRESENTED
PAYMASTER ACCOUNT
ACCOUNT HOLDER
PASSPORT NUMBER
ACCOUNT NO
SWIFT CODE:
BANK

BANK ADDRESS
Branch officer -
email
SPECIAL WIRE INSTRUCTION /REQUIRED MESSAGE | Pre-advice must be sent via Swift prior to wire transfer &
mailed a notification immediately upon each transfer payment together with the transaction’s code/s to:
......................Beneficiary /Paymaster can change at any time his provided bank account on this contract witch
annex and inform to the Provider directly. All transfer instructions shall state: “funds are clean and clear of
noncriminal origin and are payable in cash immediately upon receipt by beneficiary’s bank.
RECEIVER – B – 45% (FORTY FIVE PERCENT) OF THE CONTRACT VALUE
| Fifty Percent | on each transaction amount, including rolls & extension, to be forward for client/ paymaster
to
the following account(s):
PAY MASTER:
BANK NAME:
BANK ADDRESS:
ACCOUNT HOLDER:
PASSPOR NUMBER
ACCOUNT NO:
SWIFT CODE:
TAX NUMBER N/A
BANK ADDRESS
BANK NAME
SPECIAL WIRE INSTRUCTION /REQUIRED MESSAGE | Pre-advice must be sent via Swift prior to wire
transfer & mailed a notification immediately upon each transfer payment together with the transaction’s
code/s to:
….......................Beneficiary / Paymaster can change at any time his provided bank account on this contract
Witch annex and inform to the Provider directly. All transfer instructions shall state: “funds are clean and clear
of noncriminal origin and are payable in cash immediately upon receipt by beneficiary’s bank.
RECEIVER CONSULTANT: 4.00% (FOUR PERCENT) OF PAYMENT OF FACE VALUE, INCLUDING
ROLLS AND EXTENSIONS TO BE FORWARD TO THE FOLLOWING ACCOUNT OPEN
1% One percent

ACCOUNT HOLDER Beneficiary


PASSPORT NUMBER ID card: ××××× issued by Interior Ministry of

ACCOUNT NO
SWIFT CODE-IBAN:
BANK
BANK ADDRESS
Branch officer Ivana Stoyanova - phone: +35928172922
email email:ivana.stiyanova@unicreditgroup.bg,
SPECIAL WIRE INSTRUCTION /REQUIRED MESSAGE | Pre-advice must be sent via Swift prior to wire transfer &
mailed a notification immediately upon each transfer payment together with the transaction’s code/s to:
......................Beneficiary /Paymaster can change at any time his provided bank account on this contract witch
annex and inform to the Provider directly. All transfer instructions shall state: “funds are clean and clear of
noncriminal origin and are payable in cash immediately upon receipt by beneficiary’s bank.
CS RECEIVER CONSULTANT: 3.00% (THREE PERCENT) OF PAYMENT OF FACE VALUE, INCLUDING
ROLLS AND EXTENSIONS TO BE FORWARD TO THE FOLLOWING ACCOUNT CLOSED ULTANT RECCEIVER

PAYMASTER V K Group
Beneficiary Group V.K. GROUP
Bank Name Bank of America, N.A.
Bank Address 10301 N. Dale Mabry Highway, Tampa, Fl. 33618, USA
Telephone XXXXXXXXX
Account Number 229015257498
Account Name Florida Bar IOTA Trust Account, Michael C. Blickensderfer, Esq.
SWIFT BOFAUS3N
ABA Routing Number 026009593
Bank Officer Ms. Alexdra Lavelanet
Paymaster Address 3812 GUNN HIGHWAY, TAMPA, FL. 33618, USA
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER &
EMAIL a notification immediately upon each tranche transfer payment
together with the transaction’s code/s to: DESG SAME DAY TRANSFER and
Special Wire Instructions
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 THE FUNDS SENT TO US."
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’SBANK.”
SENDER’S PASSPORT COPY:
RECEIVER’S CERTIFICATE OF INCORPORATION
PASSPORT COPY OF PARTY B

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