100bi MOLD DB L2L AVA - PRO-1

AGREEMENT No.
: DB-XXX-PRO-10B-L2L/032024
TRANSACTION CODE: AVA-PRO-L2L-10B-DB/032024
DATE: 16 MARCH, 2024
PARTNERSHIP AGREEMENT FOR DELIVERY OF CASH FUNDS FOR

INVESTMENTS VIA LEDGER TO LEDGER TRANSFER:
AGREEMENT No. DB-XXX-PRO-10B-L2L/032024 Date 16 MARCH, 2024
TRANSACTION No. XXX-PRO-L2L-10B-DB/032024
This Agreement on the delivery of cash funds for investments via LEDGER-TO-LEDGER CASH TRANSFER
(hereinafter referred to as the Agreement) is made and effective on this March 16, 2024 with a total volume
of investments of € 10,000,000,000.00 (TEN BILLION EUROS) WITH ROLLS AND EXTENSIONS between the
following Parties:
PARTY-A hereinafter referred also as INVESTOR:
COMPANY NAME: AVANTULO S.A.

Avantulo Tower Si, li, li &Soho Center Caiie 50, Bank District - Panama
COMPANY ADDRESS:
City, Panama
REGISTRATION NUMBER: 20051
REPRESENTED BY: Francis Anthony Jankauskas
PASSPORT N :
O
HB504392
DATE OF ISSUE: 27.10.2014
DATE OF EXPIRY: 27.10.2024
BANK NAME: DEUTSCHE BANK AG, GERMANY
BANK ADDRESS: Taunusanlage 12,60325 Frankfurt Am Main, Germany
ACCOUNT NAME: AVANTULO S.A.
ACCOUNT NUMBER/IBAN DE60500700100361982244
SWIFT CODE: DEUTDEFFXXX
BANK OFFICER: MR. MARKUS HOLZHAUSER
BANK OFFICER PHONE: +49 69 910 00 / Fax +49 69 910 34 225
BANK OFFICER E-MAIL: markus.holzhauser@db.om
AND
PARTY “A” SENDER PARTY “B” RECEIVER
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AGREEMENT No.: DB-XXX-PRO-10B-L2L/032024
DATE: 16 March, 2024
PARTY-B hereinafter referred also as PARTNER:

COMPANY NAME: PROREAL GmbH
COMPANY ADDRESS: VOLTASTRASSE 28,68199 MANNHEIM, GERMANY
COMPANY REGISTRATION Nº: HRB 730391
REPRESENTED BY: EMILIAN LANDSBERG
ID CARD NUMBER: L8WTL8WLC
DATE OF ISSUE: 06.10.2026.
DATE OF EXPIRY: 05.10.2026.
COUNTRY OF ISSUE: GERMANY
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS: Taunusanlage 12, 60323, Frankfurt am Main, Germany
BANK SWIFT CODE: DEUTDEDBMAN
BANK ACCOUNT NAME: PROREAL GmbH
BANK ACCOUNT NUMBER / IBAN: DE84 6707 0010 0779 4092 00
BANK OFFICER NAME: Mr. DRAGUTIN RADICEVIC
BANK OFFICER E-MAIL: dragutin.radicevic@db.com
BANK OFFICER PHONE: XXXXXXXX
or PARTY-A (INVESTOR) and PARTY-B (PARTNER) hereinafter collectively referred to as the "PARTIES", or each
individually to as the "PARTY".
The Parties, with 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 good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:
WHEREAS:
WHEREAS the PARTIES join and bind together, for mutual benefit and protection and mutually recognize the
financial benefit for both parties concerned, therefore conclude the present Agreement for the purpose of
joint activity for receiving income through (but not limited to) financial operations and other transactions,
using financial bank operation and/or other possibilities for financing/raising funds, investments or
documentary operations organized and arranged from PARTY-B (PARTNER) for the purposes of the joint
financing of projects.
WHEREAS the PARTY-A (INVESTOR) is entitled and is ready and able to invest good, clean, clear, and of non-
criminal origin funds into various PROJECTS and the PARTNER are ready and able to receive and to accept
these Investment funds in EUR for the use of projects under the guidelines set forth herein.
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NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained in
this Agreement, and for the other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows: Now, therefore, it is agreed as follows:
1. SUBJECT AND PURPOSE OF AGREEMENT:

1.1. Under present Agreement Parties have agreed that PARTY-A (INVESTOR) is willing to invest via
LEDGER-TOLEDGER CASH TRANSFER to the above-named PARTNER the amount of
€10,000,000,000.00 (TEN BILLION EUROS) WITH ROLLS AND EXTENSIONS. Total to be determined by
both Parties. Investment tranche, to be agreed additionally, for the purpose specified in the 4 of the
present Agreement, and PARTY-B (PARTNER) irrevocably agrees to receive and accept Investment and
utilize it according to the purposes specified in the 5 and the procedure in the 3 of the present
Agreement.
1.2. Places of Business - as the PARTY-B (PARTNER) may locate its place or places of business at any place or
places as he must determine and identify to the PARTY-A (INVESTOR). The initial places of business shall
be at its principal office location.
2. CAPITAL CONTRIBUTION:
2.1. The PARTY-A (INVESTOR) grants investment under the procedure in the 5 of the present Agreement to
the PARTYB (PARTNER) for Re-Distribution and financing of future's projects.
2.2. PARTY-A (INVESTOR) hereby warrants and assures to PARTY-B (PARTNER) under penalty of perjury that
the Investment funds are derived from legal sources and not from any other criminal activity. Further,
the PARTY-A (INVESTOR) warrants and confirms that the fund is good, M0, clean, and cleared, of
noncriminal or terrorist origin and totally free of any encumbrances, costs, charges, liens, litigation,
mortgages, taxes of any kind or nature whatsoever.
2.3. The full amount will be transferred in several agreed tranches. The time of transfer of the tranches
must be agreed separately.
2.4. This tranche of Investment under the present Agreement will be transferred to the above stated bank
accounts of the PARTY-B (PARTNER) via LEDGER-TO-LEDGER CASH TRANSFER from the INVESTOR's
bank.
2.5. The PARTY-B (PARTNER) will manage the investments funds on behalf of PARTY-A (INVESTOR) as the
terms of this Agreement.
2.6. After each transfer of funds into each separate INVESTOR's Projects, the PARTNER immediately
provides a copy statement of his account to the PARTY-A (INVESTOR) to verify the acceptance of the
funds for the investment.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES:

The PARTY-A (INVESTOR) irrevocably undertakes to:
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3.1. Grant to the PARTY-B (PARTNER) investment in amount and on conditions specified above and if it
necessary in the Appendixes of the present Agreement.
3.2. Make transfer of Investment from clean and clear cash funds of non-criminal origin, free of liens and
encumbrances via LEDGER-TO-LEDGER CASH TRANSFER.
3.3. Control the usage of Investment funds.
3.4. With the transfer of the investment funds into the Receiving Bank Account determined by PARTY-B
(PARTNER) and the provision of the security passcodes in each separate tranche, the obligations of the
PARTY-A (INVESTOR) under this contract are considered fulfilled.
3.5. The PARTY-A (PARTNER) irrevocably undertakes to:
3.6. To provide the Agreement to the PARTNER's Bank and that he to organize the unimpeded receipt of the
Investment Funds.
3.7. Receive and accept Investment sent by the Investor in accordance with the terms of present
Agreement.
3.8. In any and every case, do not use directly or indirectly the Investment funds for all and any illegal
activity, including but not limited to weapons and warfare trade, illegal drug trade, criminal and/or
terroristic activity, slavery, piracy etc.
4 . LEDGER TO LEDGER PROCEDURE EXPOSITION:

It is a cash internal swap operated by Deutsche Bank. By Ledger-to-Ledger internal swap transfer, operated
for sending payments till the receiver's floating balance followed by adding security pass codes (Link &
Channel Codes) that shall be actively inputted/digitized from receiver's bank officer (to be aware and accept
the incoming cash funds) for posting in the commercial account of the beneficiary and consolidation the
incoming cash funds. A direct Bank Officer to Bank Officer written communication is available by internal
Deutsche Bank chat screen in case of technical and mode incompatibility.
TRANSACTION DETAILS:
CURRENCY: EURO
TYPE OF FUNDS: M0 ON-LEDGER CASH FUNDS
TYPE OF TRANSACTION: LEDGER TO LEDGER (L2L) CASH TRANSFER M0
TOTAL FACE VALUE: €10,000,000,000.00 (TEN BILLION EURO) WITH ROLLS AND EXTENSIONS
FIRST TRANCHE: €10,000,000,000.00 (TEN BILLION EURO)
SUBSEQUENT TRANCHES: AGREED BY BOTH PARTIES
SHARE RATIO: IMFPA, BANK ENDORSED PGL OR BPI-J SWIFT 799
DELIVERY METHOD: LEDGER TO LEDGER (L2L)
DISBURSEMENT METHOD: SWIFT MT103 CASH TRANSFER OR T/T TO PROJECT BENEFICIARIES AND
CONSULTANTS
PAYMENT WITHIN SEVENTY-TWO (72) BANKING HOURS' AFTER AND
PAYMENT DURATION:
BOOKING SWIFT IN PARTNER'S BANK ACCOUNT
SPECIAL NOTE FOR ALL EACH PAYMENT MUST CONTAIN THE FOLLOWING TEXT:
SWIFTS: THE FUNDS ARE NON-RECALL, LEGAL, PURE, OF NON-CRIMINAL ORIGIN.
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4.1. TRANSACTION PROCEDURE:

4.1.1. Investor and Receiver execute, sign and seal this Agreement transfer and with the distribution of the
funds, which thereby automatically becomes a full commercial recourse contract.
4.1.2. Each of the parties will register the signed and sealed agreement with their banks.
4.1.3. The Bank Officer of Party-A (Investor’s) contacts the Officer of Party-B (Partner’s) by e-mail to
confirm that they are willing, ready and able to transfer the cash M0 funds via Ledger-To-Ledger
Transaction. The Bank officer of Party-B (Partner’s) answer to the Officer of Party-A (Investor’s) by e-
mail to confirm that they are ready and able to accept the cash M0 funds via Ledger-To-Ledger
Transaction.
4.1.4. Party-A (Investor’s) Bank Officer mutually verifies with the Party-B (Partner’s) Bank Officer the
Investor’s Ledger cash M0 funds its readiness to execute a Ledger-To-Ledger Transaction.
4.1.5. The Party-B (Partner) and his Third Party (Co-Partner’s) conclude and sign the reinvestment
agreement.
4.1.6. Within one (1) international banking days upon receipt of verify of cash M0 funds and its readiness
to Ledger-To-Ledger Transaction, the Party-B (Partner’s) bank WILL SIGNED ENDORSEMENT IN PGL,
according to the provisions of clause 3.3 of this Agreement, confirmation of readiness to pay
according to FORMAT PGL. The original PGL must be sent from the issuing bank (Partner’s) from the
bank officer's email to the receiving bank officer’s “A” email (Co-Partner’s) and a copy to Investor’s
and Co-Partner’s companies’ email.
4.1.7. Within Three (3) international banking days upon successful verification and authentication of PGL
(Attached to this Agreement and indicating the amounts and the Bank accounts specified by the
Partners for further reinvestment).
4.1.8. After the investor’s and Co-Partner’s banks of verification and accepts a bank Payment undertaking
PGL, investor performs book transfer of the cash M0 funds from Party-A (Investor’s) account to
Party-B (Partner’s) account via ledger to ledger between both parties’ bank officers (codes are
transmitted and this transaction is closed).
4.1.9. Within 48 hours the Partner distributes the funds as per disbursement order for re-investment
purposes to the Bank accounts designated by Co-Partner’s, agreed using with Investor, as per the
terms of this Agreement.
4.1.10. All following Tranches will be executed under the same procedure.
5. NON-SOLICITATION:
5.1. The PARTY-B (PARTNER) hereby confirms and declares that the PARTY-A (INVESTOR), his
shareholders, partners, representatives, any person or persons on his behalf have never asked him,
his shareholders, associates and representatives in any way that can be construed as a request for
this or any future transaction.
5.2. Any delay or failure by any Party to fulfil its respective obligations under this Agreement is in
violation of this Agreement and will trigger claims for damages, unless and to the extent that such
Page 5 of 15
delay or failure is not caused by any event. Force majeure circumstances beyond the control of such
a party.
5.3. The term of "BEYOND THE CONTROL OF SUCH PARTY", include Act of War, Rebellion, Fire,
Flood, Earthquake and other natural disasters, or any other cause not within the control of such
party or which is by exercise of reasonable diligence the party is unable to foresee or prevent or
remedy.
6. REPRESENTATIONS AND WARRANTIES:

6.1. REPRESENTATIONS, ORGANIZATION: Each Party 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 here under and conduct the present business of
the Investment Program and to develop projects as mutually agreed herein.
6.2. ENFORCE ABILITY: This Agreement constitutes the legal, valid and binding obligation of such
party enforceable in accordance with its terms.
6.3. PARTY-B / PARTNER'S STATEMENT: PARTY-B (PARTNER) hereby irrevocably confirms and
guarantees with full corporate, personal and legal responsibility under penalty of perjury, that have
already all the needed authorizations of receiver country banking and monetary and governmental
authorities to perform as qualified general tender developer for this commitment contractual
transaction.
6. 4.CONSENTS AND AUTHORITY: No consents or approvals are required from any governmental
authority or other person for it to enter into this Agreement. All actions on the part of such 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 and granted.
6.5. 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 nor contravene the provisions of its
organizational documents, nor any other agreement or instrument by which it or its properties or
assets are bound by any law, rule, regulation order or decree to which it or its properties or assets
are subject.
6.6. PARTIES AFFIDAVIT: Both Parties confirm that they have been afforded the opportunity to
seek and rely upon the advice of its/their own attorneys, accountants, and other professional
advisers in connection with the execution of this Agreement. In addition, both Parties understand
and accept the whole content of the present Agreement and shall honor its written conditions.
6.7. MISCELLANEOUS NOTICE(S) AND WARRANTIES: Modifications, amendments, addendums
and/or extensions to the present transaction/contract, if any, shall be executed by the two (2)
authorized signatory Parties, respectively. Such document/agreement, when signed and referenced
to this agreement, whether received by mail or facsimile transmission, as well as all and any
facsimile, e- mail or photocopies of the true original documents certified by both Parties hereto
and/or Public Notary, shall be considered as an original, both legally binding and enforceable for the
term of this Agreement.
7. SPECIFIC PERFORMANCE AND OTHER RIGHTS: The Parties recognize that several of the rights granted
under this Agreement are unique and, accordingly, the Parties shall, in addition to such other remedies as
Page 6 of 15
may be available to them at law or in equity, have the right to enforce their rights under this Agreement by
actions for injunctive relief and specific performance.
7.1. PRIOR AGREEMENTS, CONSTRUCTION AND 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.
7.2. AMENDMENTS: This Agreement may not be amended, altered, or modified except upon the
unanimous by instrument in writing and signed of PARTY-A (INVESTOR).
7.3. 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.
7.4. 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 each of the Parties and delivered to each of the other Parties.
7.5. APPLICABLE LAW AND 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.
7.6. TAXES: All Re-Distribution payments to be made by Payer shall be all exempt and free of any
taxes, and all taxes shall be the sole responsibility of the Payer only.
7.7. 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.
7.8. ARBITRATION: 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.
7.9. 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.
Page 7 of 15
7.10. 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.
7.11. CURRENCY: Any exchange of funds between PARTY-A (INVESTOR) and PARTY-B (PARTNER)
shall be made in the same currency in which the Investor transferred the investment funds. In
addition, all calculations, and procedures pursuant to this Agreement, and any joint venture
agreement directly or indirectly related to this transaction, shall be based on ICC regulations in Paris,
France.
This Agreement is read, approved and signed by both Parties in two (2) copies, by one (I) copy for each of the
Parties, in all pages on date: March 16, 2024
PARTY-A / INVESTOR / SENDER: PARTY-B / PARTNER / RECEIVER:

AVANTULO S.A. PROREAL GmbH
SIGNATORYNAME: Mr. Francis Anthony SIGNATORY NAME: MR. Landsberg Emilian

Jankauskas PASSPORT NUMBER: L8WITL8WLC
PASSPORT NUMBER: HB504392 PASSPORT ISSUE DATE: 06.10.2016.
PASSPORT ISSUE DATE: 27.10.2014 PASSPORT EXPIRY DATE: 05.10.2026.
PASSPORT EXPIRY DATE: 27.10.2024 COUNTRY OF ISSUE: DEUTSCHLAND
COUNTRY OF ISSUE: CANADA
Page 8 of 15
PARTY “A” SIGNATORY PASSPORT COPY:
Page 9 of 15
Page 10 of 15
PARTY “A” CORPORATE REGISTRATION COPY:
Page 11 of 15
Page 12 of 15
TRANSACTION CODE: XXX-PRO-L2L-10B-DB/032024
DATE:16 March, 2024
PARTY “B” SIGNATORY ID CARD COPY:
PARTY “B” CORPORATE REGISTRATION COPY:

PARTY “A” SENDER
PARTY “B” RECEIVER
Page 13 of 15
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"ACCEPTED AND AGREED WITHOUT CHANGE"

(Electronic signature is valid and accepted as hand signature)
EDT (Electronic document transmissions)
1. EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any
provisions of this Contract.
As applicable, this agreement shall be: Incorporate U.S. Public Law 106-229, "Electronic Signatures in
Global &
National Commerce Act" or such other applicable law conforming to the UNCITRAL Model Law on
Electronic Signatures (2001) 2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May
2000) adopted by the United Nations center for Trade Facilitation and Electronic Business (UN/CEFACT).
3. EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable.
Either Party may request hard copy of any document that has been previously transmitted by electronic
means provided however, that any such request shall in no manner delay the parties from performing
their respective obligations and duties under EDT instruments.
Electronic signature is valid and legally — binding as an original if transmitted in secure and certified
*.pdf format
*** THE END OF THE AGREEMENT ***
Page 15 of 15

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AGREEMENT No.

PARTNERSHIP AGREEMENT FOR DELIVERY OF CASH FUNDS FOR

PARTY-A hereinafter referred also as INVESTOR:

COMPANY NAME: AVANTULO S.A.

PARTY-B hereinafter referred also as PARTNER:

PARTY “A” SENDER PARTY “B” RECEIVER

1. SUBJECT AND PURPOSE OF AGREEMENT:

3. RIGHTS AND OBLIGATIONS OF THE PARTIES:

4 . LEDGER TO LEDGER PROCEDURE EXPOSITION:

PARTY “A” SENDER PARTY “B” RECEIVER

4.1. TRANSACTION PROCEDURE:

PARTY “A” SENDER PARTY “B” RECEIVER

6. REPRESENTATIONS AND WARRANTIES:

PARTY “A” SENDER PARTY “B” RECEIVER

PARTY-A / INVESTOR / SENDER: PARTY-B / PARTNER / RECEIVER:

SIGNATORYNAME: Mr. Francis Anthony SIGNATORY NAME: MR. Landsberg Emilian

PARTY “A” SENDER PARTY “B” RECEIVER

PARTY “A” SIGNATORY PASSPORT COPY:

PARTY “A” SENDER PARTY “B” RECEIVER

PARTY “A” SENDER PARTY “B” RECEIVER

PARTY “A” SENDER PARTY “B” RECEIVER

PARTY “A” SENDER PARTY “B” RECEIVER

PARTY “B” SIGNATORY ID CARD COPY:

PARTY “B” CORPORATE REGISTRATION COPY:

PARTY “B” RECEIVER

PARTY “A” SENDER

PARTY “B” RECEIVER

"ACCEPTED AND AGREED WITHOUT CHANGE"

*** THE END OF THE AGREEMENT ***

PARTY “A” SENDER

PARTY “B” RECEIVER

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* THE END OF THE AGREEMENT *