INVESTMENT AND FINANCIAL COOPERATION PARTNERSHIP AGREEMENT!!

Reference No.: FE201S153 I Date: Thu, Jul 11, 2024 I Editor: Sinan Can

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Subject: FRONT OFFICE FOR JOINT VENTURE PROJECTS MT 103 TT CASH TRANSFER THROUGH INVESTMENT AND FINANCIAL COOPERATION PARTNERSHIP AGREEMENT

Deed of Agreement No: ____________________

TRANSACTION CODE: XXXXXXXXXXX

REG CODE:_____________________

DATE : XX.XX.2024

PARTNERSHIP AGREEMENT ON THE INVESTMENT AND FINANCIAL CO-OPERATION VIA FRONT DESK MT 103 TT CASH TRANSFER FOR JOINT VENTURE PROJECTS

This Partnership on the Investment and Financial Co-operation (hereinafter referred to as the "Investment Agreement" or "Contract") is entered into on this XX, XXXX, 2024 by and between the following parties:

“PARTY A”

COMPANY NAME : XXXXXXX

COMPANY ADDRESS : XXXXXX

COMPANY REG. NO. : XXXXXXX

REPRESENTED BY : MRS. / MR. XXXXXXX

PASSPORT NO. : XXXXXX

PLACE OF ISSUE : XXXXXX

DATE OF ISSUE : XXXXXX

DATE OF EXPIRY : XXXX

BANK NAME : XXXX

BANK ADDRESS : XXXXX

SWIFT CODE : XXX

IBAN NUMBER (EUR) : XXXX

ACCOUNT NAME : XXXXX

Hereinafter Referred As “Investor” On One Side,

And

“PARTY B”

NAME.: XXX

COMPANY ADDRESS : XXX

COMPANY REGNUMBER : XXX

LEGAL REPRESENTATIVE : XXX

PASSPORT NUMBER: XXX

PLACE OF ISSUE : XXX

DATE OF ISSUANCE: XXXX

DATE OF EXPIRATION: XXXX

BANK NAME: XXX

BANK ADDRESS: XXXX

ACCOUNT NAME : XXX

ACCOUNT NO: XXX

IBAN NO.(EUR): XXX

SWIFT CODE: XXX

BANK OFFICER NAME: XX

BANK OFFICER EMAIL CONTACT NUMBER : XXX

REMITTANCE INFORMATION: F70 : XXX

Hereinafter Referred As “Receiver” On the Other Side,

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

Instructions:

1.Both the Sending Bank and Receiving Bank should register this deed of agreement in their respective bank system. The sending bank will then send a bank stamped DOA, and send to the sending party (PARTY A)

2.The sending bank will then send the documents to the receiving party for the verification of the transaction after the transaction is complete. Documents such as the TT application remittance form, Debit advice and the 103 documents are given to the Receiving bank and receiver

3.The Cash funds will be available in the bank system after the date it was released 24hours in the receiving bank system.

4. After receiving the documents, and the receiver verifies the cash in the bank system, the receiving bank will then post the cash fund directly to the commercial account.

5.The receiver is given 72hours to withdraw and move the cash for project use, likewise requires the receiver to settle the percentage of payment in accordance to the agreement within 72hours.

6.Failure of the receiver to commit to the payment of the 72hour deadline will result to the investor or Party A to send a red 199, indicating that the receiver had defaulted on the transaction and therewith cancelling this DEED OF AGREEMENT.

WHEREAS:

Whereas the Parties hereto are desirous of entering into this Agreement for the purpose of developing own investment

PROJECTS FOR :____________________________________ contemplated herein for the mutual benefit only and not for other purposes whatsoever.

Whereas both Parties hereto warrant that the currencies to be transacted, for making the investments, are all good, clean and cleared funds of non-criminal origin, without any traces of illegality or un law fullness whatsoever.

Whereas each Party hereto declares that it is legally empowered, fully authorized to execute and accept this agreement, as well as agrees to be bound by its terms and conditions under the penalty and other consequences.

Whereas Investor through its fiduciary bank, where the final agreements will be lodged in and assigned to, confirms and warrants that it has the financial capacity of euro funds and euro funds to transact under this Agreement.

Whereas the Parties hereto with full corporate responsibility, under the penalty of perjury, declare that they will upon the execution of this Agreement complete the transaction contemplated herein, except on circumstances of force majeure and government sanctions, if such appear. The parties hereto shall not be liable for any failure to perform under the “force majeure” provisions of the ICC, Paris.

Whereas by signing this Agreement, the Investor represents and warrants that it provides DEVELOPMENT of cash, so that the recipient has full legal status, the Investor sends the indicated funds, Cash Transfer through Front Desk MT103 TT cash transfer in accordance with the agreed terms in this Agreement.

Whereas both Parties herein agree that each party has the full right to use and choose whatever company more suitable to carry out this assignment, to successfully complete the present transaction.

1.SUBJECT OF AGREEMENT:

1.1. In accordance with the provisions of this Agreement and general principles and regulations of the management of the financial resources the Investor instructs, and the Receiver undertakes to manage Investment plans accepted by parties and invested by Investor by this Agreement. The Investor's financial resources made available to the Receiver hereinafter referred to as the Investments.

1.2.According to the laws of and for execution of Law of About the regime of foreign international investing for two parties, subject of Agreement is a joint investment activity of the Partners, which is not connected with creation of new legal entities, on the following directions: Investments in commercials here, social, innovative projects etc.

1.3.The High Contracting Parties, in order to strengthen bilateral friendly international relations are intended to cooperate in the following make own projects at the expense of own funds and financial opportunities as well as attracting involving partners.

1.3.1.Promoting involvement in the real economy, and private regional priority investment projects; promoting a balanced and sustainable growing system of financial support for projects and programs in priority areas;

1.3.2.Minimizing Investment and commercial risks involved in the implementation of projects. And also, can carry out reinvestment in the objects of the primary investment and other objects of Investment and Reinvestment.

2.JOINT ACTIVITIES OF THEPARTIES:

2.1.We, the undersigned Parties, hereby with full legal and corporate responsibility, under penalty of perjury, confirm that Investor is ready, willing, and able the investments, and the Developer is ready to receive the investments and to make at the mutually agreed terms and conditions here of.

2.2.For realization of the investment programs the Parties bring the foreign investment in convertible currency during validity hereof according to the schedule fixed by the Parties, agreed currency amounts and tranches which are reflected in additional agreements hereto. The Parties can extend kinds and spheres of investment activity and if necessary, make the Additional agreements.

2.3.Addendum and changes may be brought to this Agreement by mutual agreement of the Parties, which are to be formed by separate protocols, which, after the signing of Parties, are considered as integral part thereof.

3.RIGHTS AND DUTIES OF THEPARTNERS:

3.1. Party-A and Party-B for the purposes of full fill maintain there of:

3.1.1.Develop investment activity for its economic and technical projects;

3.1.2.Conclude contracts, agreements, and other agreements necessary for realization of their investment programs;

3.1.3.Acquire export-import quotas and licenses for export and import of commodities and products;

3.1.4.Provide each other with all necessary legal, financial and other documents, related to the fulfillment hereof;

3.1.5.Invest money in their own projects during validity hereof according to their current legislation;

3.1.6.Carry out economic activity to fulfill own investment programs, make debt liquidation on all kinds of expenses, payment of commodities and services, transfers facilities for payment of salaries and other types of rewards, cover all kinds of charges;

3.1.7.Attract other legal entities and individuals for the fulfillment of their investment programs under the present Agreement at their sole decision;

3.1.8.Are to provide each other with necessary assistance. Are to follow and observe the terms and conditions hereof. Are obligated to keep in a secret all business and commercial information related to implementation hereof.

3.1.9.Can invest additional investments during the validity period of the present Agreement, and also can carry out reinvestment in primary investment projects and other investment and reinvestment objects.

3.2.The Party A for the purposes of full fill men there of:

3.2.1.Develops the directions of own investment activity with its economic and technical ground;

3.2.2.Concludes contracts, agreements, and other agreements necessary for realization of its investment programs;

3.2.3.Acquires export-import quotas and licenses for export and import of commodities and products;

3.2.4.Provides Party B with all necessary legal, financial and other documents, related to the full fill men there of;

3.2.5.Carries out economic activity to fulfill own investment programs, makes debt liquidation on all kinds of expenses, payment of commodities and services, got by each of the Parties, transfers facilities for payment of salaries and other types of rewards, finance all kinds of charges;

3.2.6.Attracts other legal entities and individuals for realization of the investment programs under the present Agreement;

3.2.7.Attracts investments and financial assets, including credit and loan facilities of residents and not residents aimed on execution of investment activity.

3.3.The Party B for the purposes of full fill men there of:

3.3.1.Develops the directions of own investment activity with its economic and technical ground;

3.3.2.Concludes contracts, agreements, and other agreements necessary for realization of its Investment programs;

3.3.3.Acquires export-import quotas and licenses for export and import of commodities and products;

3.3.4.Provides Party A with all necessary legal, financial and other documents, related to the full fill men there of;

3.3.5.Can invest money during validity of this Agreement according to the current legislation;

3.3.6.Carries out economic activity to fulfill own investment programs, makes debt liquidation on all kinds of expenses, payment of commodities and services, got by each of the Parties, transfers facilities for payment of salaries and other types of rewards, finance all kinds of charges;

4. TOTAL VOLUME OF INVESTMENTS AND ORDER OF FINANCING:

4.1.DESCRIPTION OF TRANSACTION

SOURCE OF FUNDS : LEGALLY EARNED THROUGH BUSINESS SOURCE

PURPOSE OF FUNDS : INVESTMENT IN THE LOCAL PROJECT

TYPE OF FUNDS: SWIFT MT103 CASH TRANSFER (TT FRONT DESK CASH)

INSTRUMENT : SWIFT MT103 CASH TRANSFER (TT FRONT DESK CASH)

CURRENCY Euro

TOTAL FACE VALUE €XXXXXXXXXX (XXXXXXXXXXXXXXXX EURO ONLY)

FIRST TRANCHE €XX,XXX,XXX.00 (XXXXXXXXXX EURO)

2ND TRANCHE €XXXXXXXXXXXXXXX.00 ( XXXXXXXXXXXXXXXXXEURO)

3RD TRANCHE €XXXXXXXXXXXXXX ( XXXXXXXXXXXXXXXXXX EURO)

Now therefore in consideration as herein set out and in consideration of the understanding, as well as of here good valuables purposes, the adequacy and receipt of which is hereby acknowledge by Parties as follows: Party-A ready to start project financing in the volume and follows the sequence:

The Party A provides Party-B with CLEAN & CLEAR, non- revoke funding necessary for implementation development projects through their own euro currency funds.

CONFIDENTIAL INFORMATION AND SECURITY:

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

4.3.The Parties further agree that they will take reasonable security measures to preserve and protect the secrecy of such “confidential information” and will hold such information in trust and not to disclose such information, either directly or indirectly to any person or entity during the term of this Agreement or any time following the expiration or termination hereof; provided, however, that the Parties may disclose the confidential information to an assistant, agent or employee who has agreed in writing to keep such information confidential and to whom disclosure is necessary for the providing of services under this Agreement.

4.4.Separate introductions made through different intermediary chains may result in other transactions between the Parties will not constitute a breach of confidential information, provided such new chains were not created for purposes of circumvention of the first introducing chain. Copy and paste signatures are not allowed.

4.5.Agreement, which is to transfer and organize the bank, shall be transmitted in the form of scanned visa authorized signature.

4.6.Unauthorized bank communication: Neither Party is allowed to contact the bank of the other Party without the written authorization for that of the Party whose bank is to be contacted. Any unauthorized contact act of either Party of this Agreement is considered as a breach of this Agreement and shall cause this Agreement immediate cancellation, and transaction becomes null and void.

5. CODES OF IDENTIFICATION:

5.1.The Parties agree that all documents related to the transactions bear the codes listed on page 01 of this Agreement and that the said codes remain unchangeable within this Agreement duration, including all rollovers, extensions and additions.

6.COMMUNICATION:

6.1.Communication with banks will be limited to those between the Investor’s bank and Partner’s bank and only by between authorized bank officers/representatives, including principals of the Investor and the Partner, in the course of completion of this transaction. No communication by any other party is permitted without prior written consent of the named account holders.

Any notice to be given hereunder from either Party to the other shall be in writing and shall be delivered by fax to the telefax number or by e-mail to e-mail address of the respective Party as provided herein. The Parties agree that acknowledged e-mail or telefax copies are treated as legally binding original documents. E-mail copies scanned and sent on e-mail as photo, 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.

6.2.EDT- Electronic Document Transmittal & Counterparts: This Agreement may be executed in multiple copies at different times and places, each being considered an original and binding. All facsimile/electronic transmittal/communications, including electronic signature, relating to this Agreement and which are mutually accepted by the Parties, shall be deemed legally binding and enforceable documents for the duration of the transaction. And as applicable, this Agreement shall:

1)Incorporated U.S. Public Law 106-229, "Electronic Signature in Global and National Commerce Act" or such Other applicable lass conforming to the UNCITRAL Model Law on Electronic Signature (2001);

2)Electronic Commerce Agreement (ECE/TRADE/257, Geneva, May 2000) adopter by the United Nation Center for Trade Habilitation and Electronic Business (UN/CEFACT);

3)All electronically submitted documents shall be subject to the European Community Directive No.95/46/EEC, as applicable;

7. VALIDITY:

7.1.Once both Parties sign this Agreement the transaction shall begin within five (5) banking days or sooner, excluding Saturdays and Sunday and any bank holidays.

8.FULL UNDERSTANDING:

8.1.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 statements and representations are made without any omission of material fact and with full corporate and legal responsibility under penalty of perjury.

8.2.The Parties hereto accept that should the present Agreement partially or in full be found in valid 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.

8.3.Until the physical exchange of original hard copies, the acknowledged fax and/or e-mail copies of this Agreement shall be deemed original. The commission payable under this Agreement is to be distributed in accordance with the Irrevocable Fee Protection Agreement.

9.ASSIGNMENT:

9.1.Each Party to this Agreement may assign this Agreement or its total or partial performance hereof to any other company, which assumes the obligations of the assigning party under the terms of the assignment. Formal notice of the assignment shall be rendered to the other party to this Agreement expressly indicating there on the assignee's full contact particulars.

10.TERM OF AGREEMENT:

10.1.This agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of EURO, Liechtenstein, Switzerland or any other member Country of the European Union as it applies. And, said law shall govern the interpretation, enforceability, performance, execution, validity and any other such matter of this Agreement, which stall both Parties 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, attorney sand all associated part Nerd involved in this Agreement/contract/transaction.

11. LAW ANDARBITRATION:

11.1.This Agreement is a full recourse commercial commitment enforceable under the laws of jurisdiction of the countries where this transaction is effectuated, and any dispute is to be resolved under the ICC rules for arbitration, unless the Injured-Party takes legal action in a court of jurisdiction. The USA, Liechtenstein, Swiss, or any other member country of the European Union law to apply, as the Injured-Party may choose, which shall govern the interpretation, construction, enforceability, performance, execution, validity and any other such matter regarding this Agreement.

11.2.The Parties hereto acknowledge and agree that any discrepancy and/or dispute in application of this Agreement will be solved amicably. If it is not possible, the arbitration procedure is to be followed.

11.3.This Agreement is intended to be performed in accordance with, and only to the extent permitted by all applicable laws of jurisdiction, ordinances, rules and regulations. If any provision of this Agreement be considered invalid or unenforceable, then, the reminder part of this Agreement shall not be affected (if agreeable by both Parties) and shall be enforced to the greatest extend permitted by law.

12.PENALTY CLAUSE FORNON-PERFORMANCE:

12.1.Should of the Parties A fail to perform in this Agreement, once it’s being signed/ sealed and the term of validity thereof had expired, and excluding any banks default or delays in processing wire transfers, the Party-in-Default indemnifies and guarantees to all present contractual parties a total penalty fee of (against an official claim and invoice) 2% (two per cent) of the face value of this Agreement.

12.2.The only party allowed to make a claim under this Agreement, if any, is either Party A or Party B. And, any claim must be first proven by the Injured-Party and invoice settled by the Party-in-Default within 10 (ten) calendar days, or else the Injured-Party can file a legal claim against Party-in-Default in any court of jurisdiction of their choice.

Furthermore, we, the undersigned Parties, hereby swear under the international laws or perjury and fraud that the information provided by us herein is accurate and true, and by affixing our signatures /initials/seals to this Agreement, we attest that our respective banking officers are fully aware of, have approved and are ready proceed with this transaction.

12.3. This agreement only accepts Front Desk MT103 TT cash transfer. If semi-automatic or manual payment occurs or no transaction is conducted, Party A shall assume certain liability for compensation

SIGNATURES:

Agreed and Accepted on11 July 2024. For and on behalf of Parties

INVESTOR OR PARTY “A”: ? ? ? ? ? ? RECEIVER OR PARTY “B”:

Represented By ? ? ? ? ? ? ? ? ? ? ? ? Represented By

Passport No. ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Passport No.

Date of Issue ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Date of Issue

Date of Expiry ? ? ? ? ? ? ? ? ? ? ? ? Date of Expiry

Place of Issue ? ? ? ? ? ? ? ? ? ? ? ? Place of Issue

“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 Centre for Trade Facilitation and Electronic Business (UN/CEFACT).

3.EDT documents shall be subject to European Community Directive No. 95/46/EEC as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.

Required message “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.”

Appendix – A. Party “A” Passport Copy

Appendix – B. Party “A” Company Registration Certificate Copy

Appendix – C. Party “B” Passport Copy

Appendix –D. Party “B” CORPORATE REGISTRATION

Agreed and Accepted on 11 July 2024. For and on behalf of

INVESTOR OR PARTY “A”: ? ? ? ? ? ? RECEIVER OR PARTY “B”:

Represented By ? ? ? ? ? ? ? ? ? ? ? ? Represented By

Passport No. ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Passport No.

Date of Issue ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Date of Issue

Date of Expiry ? ? ? ? ? ? ? ? ? ? ? ? Date of Expiry

Place of Issue ? ? ? ? ? ? ? ? ? ? ? ? Place of Issue

“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 Centre for Trade Facilitation and Electronic Business (UN/CEFACT).

3.EDT documents shall be subject to European Community Directive No. 95/46/EEC as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.

Required message “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.”

*** END OF AGREEMENT ***

Important reminder: ????

?? Each page must have Investor or Party ``A`` [ Bottom Left corner of the page] stamp and signature

?? Each page must have Receiver or Party ``B`` [ Bottom Right corner of the page] stamp and signature

?? There must be page numbers at the bottom of each page, it would be good to use an alphabetical letter next to the number

?? At the top of each page (Title section) ??

Deed of Agreement No: ____________________

TRANSACTION CODE: XXXXXXXXXXX

REG CODE:_____________________

DATE : XX.XX.2024

?? Add....

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