JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT

WITH CASH TRANSFER

Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

JOINT VENTURE AGREEMENT

FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER

BETWEEN
NEUTRINO ENERGY PROPERTY GMBH & CO. KG
AND

DATE: JULY 14 2023

THIS SERVICE AGREEMENT IS A LEGAL AGREEMENT BETWEEN SENDER AND RECEIVER. PLEASE READ THIS AGREEMENT CAREFULLY. BOTH PARTIES ARE
HEREBY AGREEING TO BE LEGALLY BOUND BY THIS AGREEMENT. THIS MEANS THAT, BY INVESTMENT & PARTNERSHIP COOPERATION BOTH ACCEPTS ALL
TERMS AND CONDITIONS OF THIS AGREEMENT.

PARTY A: Page 1 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

THE PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT FOR PROJECT INVESTMENTS VIA KTT WITH
CASH TRANSFER TRANSACTION No: NEP-XXX-3B-KTT-06072022-01

(Hereinafter, referred to, as “the Agreement”) is entered on the date of JULY 14TH, 2023 by and between the
following parties:

The PARTY A - the INVESTOR:

COMPANY NAME: NEUTRINO ENERGY PROPERTY GMBH & CO. KG

COMPANY ADDRESS: UNTER DEN LINDEN 21, 10117 BERLIN, GERMANY
COMPANY REG. №: HRA 58120 B, AMTSGERICHT CHARLOTTENBURG - BERLIN
REPRESENTED BY/TITLE: HOLGER THORSTEN SCHUBART/MANAGING DIRECTOR
PASSPORT NUMBER: C3J332WJJ
DATE OF ISSUE: 10 MAR 2016
DATE OF EXPIRY: 09 MAR 2026
COUNTRY OF ISSUE: GERMANY
BANK NAME: COMMERCIAL DEVELOPMENT BANK
BANK ADDRESS: LEVEL 2, NO.2 ELKHORN AVE., SURFER’S PARADISE, 4217 QLD, AUSTRALIA
ACCOUNT NAME: NEUTRINO
ACCOUNT ADDRESS: UNTER DEN LINDEN 21, 10117 BERLIN, GERMANY
ACCOUNT NUMBER: 675-49-8189637-03 (EUR)-(SUB-NEP-A1)
SWIFT CODE: N/A
TELEX NUMBER: (57) 410118 CDB FI
BANK OFFICER NAME: ROBERT BRUCE
BANK OFFICER TEL: TBA
BANK OFFICER E-MAIL: ROBERT.BRUCE@CDBANKCORP.COM
(Hereinafter referred to as the “Party A” or the “INVESTOR”)
And

The PARTY B - the MANAGER:

COMPANY NAME: GSP GESTÃO DE CRÉDITO E DESENVOLVIMENTO MERCANTIL LTDA

AV. DEPUTADO JAMEL CECÍLIO, NO. 2496, QUADRA B22 - LOTE 4E SALA
COMPANY ADDRESS:
B 62 - JARDIM GOIÁS - GOIÂNIA - GO, BRAZIL
COMPANY REG. №: 12.996.538/0001-87
REPRESENTED BY/TITLE: MR. CARLOS CESAR ARRUDA / CEO
PASSPORT NUMBER: FP804860
DATE OF ISSUE: 09 MAY 2016
DATE OF EXPIRY: 08 MAY 2026
COUNTRY OF ISSUE: BRAZIL
BANK NAME: Caixa Economica Federal S/A
BANK ADDRESS: Rua Visconde de Piraja, 127, loja - Ipanema, Rio de Janeiro
ACCOUNT NAME: GSP Fomento Mercantil Ltda

PARTY A: Page 2 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

ACCOUNT NUMBER: 1867-0

IBAN BR93 0036 0305 0058 8000 0018 670C1
SWIFT CODE: CEFXBRSP
TELEX NUMBER: 210591 GSPBRA G - GLOBAL RESERVE INC.
BANK OFFICER NAME: Leonardo Magalhães
BANK OFFICER TEL: +55 21 3202 7200
BANK OFFICER E-MAIL: leonardo.magalhaes@caixa.gov.br
(Hereinafter referred to as the “Party B” or the “MANAGER”)
Party-B has the capacity and will strictly abide by all Banking Laws and Regulations, set through compliance and
due diligence requirements for all International Banking/Business/Commodity transactions worldwide. Party-B
has the ability to accept deposits/funds from around the world, Party-B has the ability to accept/conclude
International/Global Business Transactions through KTT WITH CASH TRANSFER.
Party B will manage all the payment instructions of Party A (the INVESTOR).
WHEREAS: The 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 projects & Party-B is ready, willing and able to receive said CASH TRANSFERS
up to € 500,000,000.00 (FIVE HUNDRED MILLION EURO) in agreed tranches with rollover and extension via KTT
WITH CASH TRANSFER from Party-A; these funds will be invested/disbursed by Party-B as per IMDPA
instructions.
WHEREAS: The 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 are good, clean, clear and free of non-criminal origin, are free and clear of all liens, encumbrances
and third parties’ interests.
WHEREAS: The Party-B is ready, willing and able to Receive up to € 500,000,000.00 (FIVE HUNDRED MILLION
EURO) in agreed tranche rollover and extension via KTT WITH CASH TRANSFER, which will be disbursed in
accordance with the IMDPA instructions.

1. DESCRIPTION OF TRANSACTION

1 Sender Instrument: KTT WITH CASH TRANSFER

2 Total Face Value: UP TO € 500,000,000.00 (FIVE HUNDRED MILLION EURO) WITH R & E
3 First Tranche € 1,000,000 (ONE MILLION EURO)
4 Second Tranche € 10,000,000 (TEN MILLION EURO)
5 Third Tranche € 40,000,000 (FORTY MILLION EURO)
6 Fourth Tranche € 49,000,000 (FORTY NINE MILLION DOLLARS)
7 Fifth Tranche € 50,000,000 (FIFTY MILLION EURO)
8 Sixth Tranche € 100,000,000 (ONE HUNDRED MILLION EURO)
9 Seventh Tranche € 250,000,000 (TWO HUNDRED FIFTY MILLION EURO)
14 Remittance by: VIA SWIFT MT103/TT
5 Ratio: BY A SEPARATE PGL

2. PROCEDURES

PARTY A: Page 3 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

2.1. Party-A & Party-B both sign & execute the Joint Venture Investment Agreement.
2.2. This Investment Agreement, which thereby automatically becomes a full commercial recourse
contract.
2.3. The Parties will lodge a copy of this executed Agreement into their respective banks for the
compliance, if necessary.
2.4. Party-B’s bank sends a Test Telex (Appendix A) to Party-A’s bank as a verification of the
recipient bank. Party-A’s bank sends MT999 Pre-Advice (Appendix B) by Telex to Party-B’s bank.
2.5. Party-B’s bank replies by KTT that it is ready to receive the funds.
2.6. Party-A’s bank sends MT999 Exchange of Keys via Telex.
2.7. Party-B’s bank replies by KTT for the Key Modes.
2.8. Party-A’s bank sends MT103 KTT Transfer (Appendix C) of Funds via Telex and provides a Copy of
the Transaction Slip.
2.9. Party-B issues a bank endorsed IMDPA (IRREVOCABLE MASTER DISBURSEMENT & PAYMENT
AGREEMENT), which recognizes the distribution of funds, as well as recognizing that this
document (IMDPA) is an integral part of this contract, being an acknowledgment of debt to those
involved, and especially to the investor, Party-A.
2.10. Party-B’s bank sends MT900 to Draw the Transfer.
2.11. Party-A’s bank replies with MT910 to Confirm the Release of Funds to the Party-B’s specified
account.
2.12. Party-B will verify, authenticate & confirm the receipt of the cash funds and within two (2)
banking days, all distribution of the funds will be made via SWIFT MT103/TT according to the
IMDPA instructions.

NOTE: THE AMOUNTS WILL BE TRANSFERRED TO THE INDICATED COORDINATES AFTER

INTERNALIZATION AT THE BANK (Caixa Econômica Federal S/A) ACCORDING TO THE COORDINATES
INFORMED IN THIS AGREEMENT.

3. 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 include Act of War, Rebellion, Fire,
Flood, Earthquake or other natural disasters, and any other cause not within the control of such non-
performing party, or which the non-performing party by exercise of reasonable diligence is unable to
foresee or prevent or remedy.

4. REPRESENTATIONS AND WARRANTIES

(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.

PARTY A: Page 4 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

(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 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 adviser in connection with the execution of this Agreement. Both
Parties shall do so in respect of each other and under this Agreement written conditions.

5. 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) Specific Performance; 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 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.
(c) 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.
(d) Amendments. This Agreement may not be amended, altered or modified except upon the
unanimous by instrument in writing and signed by each of the Investor and Asset Manager.
(e) 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.
(f) 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.

PARTY A: Page 5 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

(g) Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with
the rules and regulations of ICC Paris. The Parties consent to the exclusive jurisdiction of the ICC 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 convenience.
(h) 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.
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 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 Investor and Asset Manager represents and warrants 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 its 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.

6. 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 here under 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, France.
(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 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.

PARTY A: Page 6 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

(d) This Agreement will be governed by and construed in accordance with the laws of the 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
reasonable 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.

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 date of July 6th, 2022.

AGREED AND ACCEPTED:

For and on behalf of the Party A - the Investor: For and on behalf of the Party B - the Receiver

GSP Gestão de Crédito e Desenvolvimento Mercantil

NEUTRINO ENERGY PROPERTY GMBH & CO. KG
Ltda.

SIGNATORY NAME: HOLGER THORSTEN SCHUBART SIGNATORY NAME: MR. CARLOS CESAR ARRUDA
TITLE: MANAGING DIRECTOR TITLE: CEO
PASSPORT NUMBER: C3J332WJJ PASSPORT NUMBER: FP804860
EXPIRATION DATE: 09 MAR 2026 EXPIRATION DATE: 08 MAY 2026

PARTY A: Page 7 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

ISSUED BY COUNTRY: GERMANY ISSUED BY COUNTRY: BRAZIL

DATE: 18 JULY 2023 DATE: 18 JULY 2032

APPENDIX A
RWA FOR RECEIVE PRE-ADVICE MT 999

[Receiver_Bank_Telex_No]

===================INSTANCE TYPE AND

TRANSMISSION=================== PRIORITY : HIGH
MESSAGE OUTPUT REFERENCE: XXXX.xxxx.XXXXX.XXX
=========================MESSAGE
HEADER============================= OUTPUT : MT 999 FORMAT PRE-
ADVICE RESPONSE

SENDER : [Sender_Bank_Telex_No]
: BANK NAME
: BANK ADDRESS 1
: BANK ADDRESS 2
BANK OFFICER : BANK OFFICER
BANK TELEPHONE : 000 000 0000 0000
BANK EMAIL : XXX(AT)Xxx-
BANKxxx.COM

ACCOUNT NAME : BANK BENEFICIARY ACC NAME

ACCOUNT NUMBER : BANK BENEFICIARY ACC NUMBER 00000
RECEIVER : (57) 410118 CDB FI
: COMMERCIAL DEVELOPMENT BANK
: SECOND LEVEL, 2 ELKHORN AVE
: SURFERS PARADISE, QLD 4217, AUSTRALIA
: EMAIL:
ADMIN(AT)CDBANKCORP.COM ACCOUNT
DETAILS:
ACCOUNT NAME : SENDING BANK APPLICANT ACC NAME
ACCOUNT NUMBER : SENDING BANK APPLICANT ACC NUMBER 00000

MUR : [Bank Transaction Reference]

=============================MESSAGE
TEXT========================= 27: SEQUENCE OF TOTAL : 1/1
30: DATE : [DATE]
79: NARRATIVE:
DEAR BANKING COLLEAGUE,
WE, [RECEIVING BANK NAME] HEREWITH ACKNOWLEDGE RECEIPT OF YOUR TELEX PRE-ADVICE AND AGREE TO
ESTABLISH A WORKING RELATIONSHIP WITH YOUR BANK BY THIS RESPONSE IN ORDER TO RECEIVE YOUR MT103 CASH
FUNDS TRANSFER BY KEY TESTED TELEX FOLLOWED BY YOUR COVER CONFIRMATION IN KTT MT103 FORMAT FOR
IMMEDIATE DEPOSIT TO OUR CLIENT'S ACCOUNT.
.
WE ARE ALSO READY TO RECEIVE YOUR TEST KEYS TO CONFIRM YOUR CASH FUNDS TRANSFER IN THE AMOUNT
OF [AMOUNT IN WORDS & AMOUNT IN FIGURES] THAT YOU WILL DELIVER TO OUR BANK FOR CREDIT TO OUR
CLIENTS ACCOUNT [ACCOUNT NAME: XXXXX, AND ACCOUNT NUMBER: XXXX].
.
FOR AND ON BEHALF OF [RECEIVING BANK NAME]
.
AUTHORISED BY BANK OFFICERS:
[Bank_Officer_1] ([Bank_Officer_1_PIN]) [Bank_Officer_2] ([Bank_Officer_2_PIN])
===========================MESSAGE

PARTY A: Page 8 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

TRAILER========================== END TELEX MESSAGE

APPENDIX B
MT 999 PRE-ADVICE

[Receiver_Bank_Telex_No]
===================Instance Type and Transmission===================
Priority : HIGH
Message Output Reference : [Bank Security Code/Telex]
============================MESSAGE HEADER==========================
OUTPUT : MT 999 PRE ADVICE
: [Sender_Bank_Telex_No]
SENDER : BANK NAME
: BANK ADDRESS 1
: BANK ADDRESS 2

RECEIVER : [Receiver_Bank_Telex_No]
: BANK NAME
: BANK ADDRESS 1
: BANK ADDRESS 2
BANK OFFICER : BANK OFFICER
BANK TELEPHONE : 000 000 0000 0000
BANK EMAIL : XXX(AT)Xxx-BANKxxx.COM
ACCOUNT NAME : BANK BENEFICIARY ACC NAME
ACCOUNT NUMBER : BANK BENEFICIARY ACC NUMBER 00000
MUR : [Bank Transaction Reference]
=============================MESSAGE TEXT===========================
27: SEQUENCE OF TOTAL : 1/1
30: DATE : [DATE]
21: WE, [SENDER BANK NAME], HEREBY REQUEST TO ESTABLISH
DIRECT WORKING RELATIONS WITH YOUR GOOD BANK.
WE CONFIRM THAT WE ARE READY, WILLING AND ABLE TO MAKE CASH FUNDS
TRANSFERS TO YOUR BANK BY KEY TESTED TELEX FOR IMMEDIATE DEPOSIT TO
YOUR ACCOUNTHOLDER: [BENEFICIARY ACCT NAME], ACCOUNT NUMBER:
[BENEFICIARY ACCT NUMBER], AS SAME DAY VALUE ON A DIRECT BANK.TO.BANK
BASIS.
PLEASE ACKNOWLEDGE RECEIPT OF THIS TELEX AND CONFIRM BY YOUR RESPONSE
OUR WORKING RELATIONSHIP AND THAT YOU ARE READY TO ACCEPT OUR CASH FUNDS
TRANSFER BY KEY TESTED TELEX FOR IMMEDIATE CREDIT TO YOUR CLIENTS ACCOUNT
AS REFERENCED ABOVE.

FOR AND ON BEHALF OF [SENDER BANK NAME]

AUTHORISED BY BANK OFFICERS:

[Bank_Officer_1] ([Bank_Officer_1_PIN])
[Bank_Officer_2] ([Bank_Officer_2_PIN])

===========================MESSAGE TRAILER========================== END

TELEX MESSAGE

PARTY A: Page 9 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

APPENDIX D
KTT– MT103
[Receiver_Bank_Telex_No]
===================Instance Type and Transmission===================
Priority : HIGH
Message Output Reference : [Bank Security Code/Telex]
============================MESSAGE HEADER==========================
OUTPUT : FIN 103 SINGLE CUSTOMER CREDIT TRANSFER
SENDER : (57) 410118 CDB FI
: COMMERCIAL DEVELOPMENT BANK
: SECOND LEVEL, 2 ELKHORN AVE
: SURFERS PARADISE, QLD 4217, AUSTRALIA
: EMAIL: ADMIN(AT)CDBANKCORP.COM
RECEIVER : [Receiver_Bank_Telex_No]
: [Receiver_Bank_Name]
: [Receiver_Bank_Address]
: [Receiver_Bank_Address]
: EMAIL: XXXX(AT)XxxBANKxxxx.COM
MUR : [Bank Transaction Reference]
TEST KEY : MESSAGE 1 [TEST_KEY]
=============================MESSAGE TEXT===========================
20: Sender's reference
[Bank Transaction Reference]
23B: Bank Operation Code
CRED
32A: Val Dte/Curr/Interbnk Settld Amt
Date : DD MONTH YYYY
Currency : EUR (EURO)
Amount : =[amount in numbers]=
33B: Currency/Instructed Amount
Currency : EUR (EURO)
Amount : =[amount in numbers]=
50K: Ordering Customer-Name & Address
[Receiver_Account number] (EURO)
[Receiver_Name]
[Receiver_Address],
[Receiver_Address]
52A: Ordering Institution - FI BIC
(051) 410169 CNETBK G
COMMERCIAL DEVELOPMENT BANK
SECOND LEVEL, 2 ELKHORN AVE
SURFERS PARADISE, QLD 4217, AUSTRALIA
58A: Beneficiary Institution - FI BIC
[Receiver_Bank_Telex_No]
[Receiver_Bank_Name]
[Receiver_Bank_Address]
[Receiver_Bank_Address]
59A: Beneficiary Customer-Name & Addr
/[Receiver_Account_Number]
[Receiver_Account_Name]

PARTY A: Page 10 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

[Receiver_Address]
[Receiver_Address]
70: Remittance Information
EUR ACC
71A: Details of charges SHA

OPTION EXTRA NARRATIVE IF REQUIRED BY RECEIVING BANK

79: WE, COMMERCIAL DEVELOPMENT BANK, HEREBY PRESENT OUR

IRREVOCABLE, DIVISIBLE, TRANSFERABLE, AND CALLABLE CASH-BACKED
STANDING KEY TESTED TELEX (KTT) TRANSFER IN MT103 WIRE
TRANSFER FORMAT IN FAVOR OF THE ACCOUNT OF: [Receiver_Account_Name]
FOR ACCOUNT NUMBER: [Receiver_Account_Number]
IN THE AMOUNT EUROPEAN EURO [amount in words] [[amount in numbers]

THE FUNDS ARE FREE AND CLEAR OF ALL LIENS OR ENCUMBRANCES AND
WE GUARANTEE AND CONFIRM DELIVERY OF THESE FUNDS AS GOOD,
CLEAN, AND CLEARED FUNDS OF NONCRIMINAL ORIGIN FROM A LEGAL
SOURCE AS SAME DAY PAYMENT, THE DAY OF RECEIPT. WE HEREBY
ORDER THAT THE BENEFICIARY HAS AN UNRESTRICTED RIGHT AND
AUTHORITY TO UTILIZE, DRAW DOWN, PLEDGE, AND WITHDRAW THE
FUNDS AS HE DEEMS FIT.

WE HEREBY ADVISE THAT YOU IMMEDIATELY DEPOSIT AND RELEASE

THIS PAYMENT TO THE ACCOUNT OF [Receiver_Account_Name]
(CLIENTS ACOUNT) AND ADVISE THE BENEFICIARY OF THE SAME DAY
VALUE FUND TRANSFER.

WE CONFIRM THIS IRREVOCABLE KTT WIRE TRANSFER IN MT103

FORMAT IS A BINDING FULLY PERFORMED DUE BILL AND IS SUBJECT TO
THE UNIFORM COMMERCIAL CODE AS IT RELATES TO BANK CREDITS AND
EXTERNAL CREDIT TRANSFER REGULATIONS.

PLEASE CONFIRM DEPOSIT TO THE ADVISED ACCOUNT HOLDER WHEREBY WE

CONFIRM AND GUARANTEE THAT THE FUNDS WILL NOT BE CLAWED BACK.

FOR AND ON BEHALF OF COMMERCIAL DEVELOPMENT BANK

AUTHORISED BY BANK OFFICERS:

[Bank_Officer_1] ([Bank_Officer_1_PIN])
[Bank_Officer_2] ([Bank_Officer_2_PIN])

===========================MESSAGE TRAILER==========================
END TELEX MESSAGE

PARTY A: Page 11 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

PASSPORT COPY OF THE PARTY-A

PARTY A: Page 12 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

CERTIFICATE OF INCORPORATION OF THE PARTY-A

PARTY A: Page 13 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

PARTY A: Page 14 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

PARTY A: Page 15 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

PASSPORT COPY OF THE PARTY-B

PARTY A: Page 16 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

CERTIFICATE OF INCORPORATION OF THE PARTY-B

PARTY A: Page 17 / 18 PARTY B:

 JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT VIA KTT
WITH CASH TRANSFER
Agreement No: NEP-XXX-3B-KTT-06072022
Transaction No: NEP-XXX-3B-KTT-06072022-01

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 date of July 7th, 2022.

AGREED AND ACCEPTED:

For and on behalf of the Party A - the Investor: For and on behalf of the Party B - the Receiver

GSP Gestão de Crédito e Desenvolvimento Mercantil

NEUTRINO ENERGY PROPERTY GMBH & CO. KG
Ltda.

SIGNATORY NAME: HOLGER THORSTEN SCHUBART SIGNATORY NAME: MR. CARLOS CESAR ARRUDA
TITLE: MANAGING DIRECTOR TITLE: CEO
PASSPORT NUMBER: C3J332WJJ PASSPORT NUMBER: FP804860
EXPIRATION DATE: 09 MAR 2026 EXPIRATION DATE: 08 MAY 2026
ISSUED BY COUNTRY: GERMANY ISSUED BY COUNTRY: BRAZIL
DATE: 18 JULY 2023 DATE: 18 JULY 2032

*** END OF DOCUMENT ***

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