CORPORATE AGREEMENT FOR SWIFT MT-103/ CASH TRANSFER FUNDS

VIA BANK-TO- BANK DEED OF AGREEMENT REV-00

AGREEMENT NO: GCUBE-MT103CASH
TRANSACTION CODE: 011/MT103 CASH/GCUBE-SP/09/2021
This Corporate Agreement via SWIFT MT103 CASH TRANSFER and the attached Annexes (further
designated as the Agreement) are entered on this , by and between:
This PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT OF THE TRANSFERS FOR EDIBLE
OIL REFINERY PROJECT INVESTMENTS VIA SWIFT MT-103/CASH TRANSFER No:
(Hereinafter, referred to, as “the Agreement”) is entered on the date of 18 SEPTEMBER 2021 by
following parties: The PARTY A - the INVESTOR:

SENDER INFORMATION:
COMPANY NAME: GCUBE UNDERWRITING LIMITED
COMPANY 155 FENCHURCH STREET, LANGBOURN, LONDON, EC3M 6AL,
ADDRESS: UNITED KINGDOM
COMPANY REG. №: 6245947
REPRESENTED BY / FRASER GRAHAM MCLACHLAN / DIRECTOR
TITLE
PASSPORT 099051795
NUMBER:
DATE OF ISSUE: 23-April-2013
DATE OF EXPIRY: 23-April-2023
COUNTRY OF ISSUE UNITED KINGDOM
BANK NAME DEUTSCHE BANK AG
BANK ADDRESS TAUNUSANLAGE 12, 60325, FRANKFURT AM MAIN, GERMANY
SWIFT CODE DEUTDEFFXXX
GPI ACCOUNT 672327573767818852334
NUMBER
ACCOUNT NAME GCUBE UNDERWRITING LIMITED
ACCOUNT NUMBER 7818852334
BANK OFFICER MICHAELA UHLMANN
BANK OFFICER - MICHAELA.UHLMANN@DB.COM
EMAIL
Bank Officer +49 699 1010039
Telephone/Fax:

(Hereinafter referred to as the “First Party”)

And

PARTY-B/RECEIVER
COMPANY NAME: HASUR TEKSTIL GIDA INS. TUR.LTD. STI
COMPANY ADDRESS Kocman Cad.Yildiz Sok.NO:8 Gunesli Bagcilar Istanbul
REGISTRATION NO: 4590300988
REPRESENTED BY/TITLE: SALMAN AHMEDOGLU-CEO
PASSPORT №: A13P02781

Initial’s Party B : Page 1 sur 1 Initial’s Party A :

PLACE OF ISSUE: TURKEY
PASSPORT ISSUE DATE: 29/08/2018
PASSPORT EXPIRY DATE: 29/08/2028
BANK NAME: AKBANK T.A.S
BANK ADDRESS: Gazibey Mah.Ortaokul Cad.NO:2 Malkara Tekardag
BIC / SWIFT CODE: AKBKTRIS
SWIFT GPI CODE: AKBKTRIS376
ACCOUNT NAME Hasur Tekstil Gida Ins. Tur. LTD. STI
ACCOUNT NO. IBAN EUR: €TR74 0004 6003 7603 6000 1223 69
ACCOUNT NO. IBAN DOLL: $TR70 0004 6003 7600 1000 1223 70
BANK OFFICER: ERCIN AKYUREK
BANK OFFICER EMAIL ercin.akyurek@akbank.com
BANK OFFICER TEL +90 (282)427 1234

RECEIVER is licensed and must abide by SWIFT MT103 CASH TRANSFER Banking Laws and
Regulations, set through compliance and due diligence requirements for SWIFT MT103 CASH TRANSFER,
International Banking / Business / Commodity transactions worldwide. RECEIVER has Approvals to accept
large deposits / a sum of monies from around the World, RECEIVER has Bank Approvals to accept /
conclude large International / Global Business Transactions.

(Hereinafter referred to as the “Second Party”):

WHEREAS: The Party-B is ready and able to receive this Pay Order as a joint venture investments for SWIFT
MT103 CASH TRANSFER parties herein from the execution of various infrastructure development projects, &
Party-B is ready, willing and able to receive said CASH TRANSFERS up to €10,000,000,000,000,000.00 (TEN
QUADRILLION EURO) with rollover and extension VIA the SWIFT MT103 CASH TRANSFER, [CASH
TRANSFER] from Party-A, these funds will be invested/disbursed by Party-B as per PAYOUT LIST instructions.
WHEREAS: The Party-A represents and warrants, with full corporate and legal responsibility, that he has the
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 GPI liens, encumbrances and third parties interests.
WHEREAS: The Party-A represents and warrants, with full corporate and legal responsibility, that he has the
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 GPI liens, encumbrances and third parties interests.
WHEREAS: The Party-B is ready, will and able to Receive €10,000,000,000,000,000.00 (TEN QUADRILLION
EURO) by way of Cash Transfer via SWIFT MT103 CASH TRANSFER, which will be disbursed in accordance
with the PAYOUT LIST instructions
III. DESCRIPTION OF TRANSACTION
Sender’s Instrument SWIFT MT103 CASH TRANSFER FUNDS
Total nominal face value: €10,000,000,000,000,000.00 (TEN QUADRILLION EURO)
First Tranche €5,000,000,000,000,000.00 (FIVE TRILLION EURO)
Next Tranches Be Agreed
Remittance By SWIFT MT103 CASH TRANSFER FUNDS
Payment By Wire Transfer (TT) SWIFT MT103 Within 3 Banking Day
Special Remarks It is Understood That the Exact Amount and Timing of
Tranches Are Defined Between Bank-Officers
Total Profits Receiving 40/10%+40/10%

Initial’s Party B : Page 2 sur 2 Initial’s Party A :

1. CASH TRANSFER VIA SWIFT MT-103 CASH TRANSFER FUNDS
PARTY “A” agree to sign this Deed of Agreement financial services and agrees to send to PARTY “B”, who
confirm that has the banking relationship and the knowledge, with Platforms trading companies, to
place bank’s instruments in the amount of €10,000,000,000,000,000.00 (TEN QUADRILLION EURO)
with [Optional].
• PARTY “A” confirms that has the access and the funds to provide €10,000,000,000,000,000.00 (TEN
QUADRILLION EURO) as well as top banks, for monetisation and trading purpose, under the following
procedure.
• PARTY “A” will send alone a SWIFT MT103 to the PARTY “B”. Party A will send [optional], to the receiver
bank coordinate.
• PARTY “A” shall send the SWIFT MT103 to the PARTY “B”’s receiving bank with PARTY “B” as the
Beneficiary for one year and one day this Deed of Agreement as binding relationship to provider.
• PARTY “B”’S bank, will releases the payment in three [3] banking days from bank confirmation transfer
date.
• The SWIFT M-103 copy, will be sent by bank to bank to the PARTY “B”’s bank.
• PARTY B agree to return within 3 days after the maturity of SWIFT MT103 back to the PARTY “A” and
sends it to issuer’s designated bank.

2. 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 transactions. Any delay in or failure
of performance by wither party or their respective obligations under this Agreement should constitute a
breach hereunder and will give rise to claims for damages if, and to the extent that such delay(s) or
failures(s) in performance is(are) not caused b the 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 nonperforming party, or which the
nonperforming party by exercise of reasonable diligence is unable to foresee or prevent or remedy.

3. REPRESENTATIONS AND WARRANTIES

(a) Organization
It is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation with
SWIFT MT103 CASH TRANSFER, 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 an Authority

No consents or approvals are required from any of the governmental authority or other person for it to
enter into this Agreement, GPI 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.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 other 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.
(d) Receiver

Initial’s Party B : Page 3 sur 3 Initial’s Party A :

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 should do so in
respect to each other and under this Agreement written conditions.

4. 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 GPI and any facsimile or photocopies certified as true copies of the originals by
both Parties hereto should be considered as an original, both legal GPI binding and enforceable for the
term of this Agreement.

(b) Specific Performance; Other Right

The Parties recognize that several of the rights granted under this Agreement are unique, and accordingly,
the Parties should in addition to such other remedies as may be available to them at aw 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
GPI prior agreements and understandings between them as to such subject matter and GPI such prior
agreements and understandings are merged herein and should 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 should control.

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

(d) Severability
If any provision this Agreement should be held or deemed by a final order of a competent authority to be
invalid, inoperative or unenforceable, such circumstance should not have the effect of rendering any other
provision or provisions herein contained invalid, inoperative or unenforceable, but this Agreement should 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, GPI of which should be considered the
same agreement and should 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 should be governed by and construed in accordance with the laws of the Parties. The
Parties consent to the exclusive jurisdiction of the Parties should be preceded with the according to the
principal of 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 Fro any Counterclaim Therein.

Initial’s Party B : Page 4 sur 4 Initial’s Party A :

(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 expressprovisions hereof relating to
successors and assigns, and (ii) no other Person whatsoever should have any rights, interests, 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 should be enforceable notwithstanding the expiration or other termination
of this Agreement.

(j) Headings
Headings are included solely for convenience or reference and if there is any conflict between headings
and the text of this Agreement, the text should 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 GPI claims and/or damages because of this representation and warranty
being false.

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

5. ARBITRATION
(a) SWIFT MT 103 CASH TRANSFER FUNDS, 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 should be
settled by the arbitration in accordance with the laws of the ICC, Paris, France.

Every attempt should 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 should be preceded with according to the principal of the ICC, as above indicated, where judicial
resolution is not thereby achieved, the ICC itself and the decision in which SWIFT MT 103 CASH RANSFER
FUNDS Parties should consider final and binding should settle this matter. No state court of any nation
should have subject matter jurisdiction over matters arising under this Agreement.

(b) This Agreement contains the entire agreement and understanding concerning the subject matter hereof
and supersedes and replaces SWIFT MT 103 CASH RANSFER FUNDS 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.

(c) This Agreement will be governed by and construed in accordance with the laws of United Kingdom. In
the event that either party should be required to bring any legal actions against the other in order to enforce
any of the terms of this Agreement the prevailing party should be entitled to recover reasonably attorney
fees andcosts.

(d) GPI 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.

(e) This Agreement once executed by both Parties will become effective as of the date first written above.

Initial’s Party B : Page 5 sur 5 Initial’s Party A :

Any official notice(s) exchanged by the Parties hereto, should be sent to the first mentioned address (es)
herein or as may be attached by addendum hereto. A facsimile or electronically transferred copy of this
Agreement, duly signed by both Parties, should be deemed original.

AGREED AND ACCEPTED FOR AND ON BEHALF OF PARTY A &-B:

For and on behalf of the INVESTOR For and on behalf of the PARTNER

Company: HASUR TEKSTIL GIDA INS.

Company: GCUBE UNDERWRITING LIMITED
TUR.LTD. STI
Sender Name: Mr. FRASER GRAHAM Receiver Name: SALMAN AHMEDOGLU -
MCLACHLAN CEO
Passport No: 099051795 Passport No: A13P02781
Nationality: United Kingdom Nationality: TURKEY
Date of Issue: 23-April-2013 Date of Issue: 29/08/2018
Date of Expiration: 23 April 2023 Date of Expiration: 29/08/2028
Date of Birth: 14 December 1966 Date of Birth: 07 MARCH 1965
Signed The: 13 FEBRUARY 2023 Signed The: 13 FEBRUARY 2023

EDT (Electronic Document Transmissions)

EDT (Electronic Document Transmissions) shall be deemed valid and enforceable in respect of any
provisions of this Contract. As applicable, this agreement shall be- 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).
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United
Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). EDT documents shall be
subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard
copy of any document that has been previously transmitted by electronic means provided however, that
any such request should in no manner delay the parties from performing their respective obligations and
duties under EDT instruments.

Initial’s Party B : Page 6 sur 6 Initial’s Party A :

 SENDER’S PASSPORT COPY

Initial’s Party B : Page 7 sur 7 Initial’s Party A :

 SENDER’S CERTIFICATE OF INCORPORATION

Initial’s Party B : Page 8 sur 8 Initial’s Party A :

 RECEIVER’S PASSPORT COPY

Initial’s Party B : Page 9 sur 9 Initial’s Party A :

 RECEVER’S CERTIFICATE OF INCORPORATION

Initial’s Party B : Page 10 sur 10 Initial’s Party A :