STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX

JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024

TRANSACTION CODE: UBSWXXXXXXXXXXXX
 STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024
TRANSACTION CODE: UBSWXXXXXXXXXXXX

AGREEMENT FOR JOINT VENTURE IN INVESTMENT AND FINANCIAL COOPERATION

Financial Cooperation Agreement on the Delivery of Cash Funds for Investments (hereinafter referred to as Deed of
Agreement or DOA). This Agreement is made and effective on this date, April, XX 2024, by and between the
following parties:

FIRST PARTY A: "INVESTOR":

COMPANY NAME: STRAUMANN LABS UK LTD
PRINCIPAL OFFICE ADDRESS: 128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
COMPANY NUMBER: 13159880
REGISTRATION NUMBER DATE: 26 JAN 2021
REPRESENTED BY: MR. EDWARD DUARTE
PASSPORT No.: HG150649, CANADA
DATE OF ISSUE |DATE OF EXPIRY 14 MAY 2018 |13 MAY 2028
BANK NAME: UBS SWITZERLAND AG
BANK ADDRESS: AM BAHNHOFPLATZ, 9001 ST. GALLEN, SWITZERLAND
ACCOUNT NAME: STRAUMANN LABS UK LTD
ACCOUNT ADDRESS: 128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
BANK SENDER IBAN: CH020025425420148501K
ACCOUNT NUMBER: 25420148501K
BIC / SWIFT CODE: UBSWCHZH80A
CLEARING HOUSING CODE: UBS-OST838432848929
BANK OFFICER: MR. ALEX SMITCH / MR ROBERT BITTAR
With full legal and corporate authority to sign this Agreement (hereinafter referred to as Party-A /
INVESTOT/SENDER),

SECOND PARTY B: "PARTNER":

COMPANY NAME:
COMPANY ADDRESS
REGISTRATION NO:
REPRESENTED BY[TITLE]:
PASSPORT №:
PASSPORT ISSUE DATE:
PASSPORT EXPIRY DATE:
BANK NAME:
BANK ADDRESS:
BIC / SWIFT CODE:
SWIFT GPI CODE:
ACCOUNT NAME
ACCOUNT ADDRESS:
ACCOUNT NUMBER:
ACCOUNT IBAN:
BANK OFFICER:
BANK OFFICER TEL | EMAIL:
ADDITIONAL INFO (IF ANY)

With full legal and corporate authority to sign this Agreement (hereinafter referred to as Party-B /
PARTNER/RECEIVER), on the other hand, both together and individually hereinafter referred to as the "Parties,"
conclude an agreement of the following content, hereinafter referred to as the "Agreement."
The Parties, possessing 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 valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows:

Investor or Party “A” Page 2 of 15 Receiver or Party “B”

 STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024
TRANSACTION CODE: UBSWXXXXXXXXXXXX

WHEREAS:
WHEREAS the Parties herein are desirous of entering into this Agreement for the purpose of developing their
investment projects contemplated herein for mutual benefit only and not for any other purposes whatsoever.
WHEREAS both Parties herein warrant that the currencies to be transacted for making the investments consist
of good, clean, and cleared funds of non-criminal origin, without any traces of illegality or unlawfulness
whatsoever.
WHEREAS each Party herein declares that it is legally empowered and fully authorized to execute and accept
this agreement and agrees to be bound by its terms and conditions under the penalty and other consequences.
WHEREAS the Investor, through its fiduciary bank, where the final agreements will be lodged and assigned to,
confirms and warrants that it has the financial capacity of EURO Funds to transact under this Agreement.
WHEREAS the Parties herein, with full corporate responsibility and under the penalty of perjury, declare that
they will, upon the execution of this Agreement, complete the transaction contemplated herein, except in
circumstances of force majeure and government sanctions, should such circumstances arise. The parties herein
shall not be liable for any failure to perform under the "force majeure" provisions of the ICC, Paris.
WHEREAS both Parties herein agree that each party has the full right to choose whatever company is most
suitable to carry out this assignment to successfully complete the present transaction.

1. SUBJECT OF AGREEMENT
1.1. Pursuant to the provisions of this Agreement and the general principles and regulations governing the
management of financial resources, the Investor instructs, and the "Partner" undertakes, to manage the investment
plans accepted by the parties and invested by the Investor under this Agreement.
1.2. The financial resources provided by the Investor to the "Partner" shall hereinafter be referred to as the
"Investments."
1.3. In accordance with the laws and regulations governing foreign international investments for both parties, the
subject of this Agreement is joint investment activities of the Partners, not involving the creation of new legal entities.
These activities will encompass investments in various sectors, including the commercial sphere, social projects, and
innovation initiatives.
1.4. The High Contracting Parties, with the aim of strengthening bilateral international relations, intend to collaborate
on their respective projects using their own funds and financial resources, as well as by attracting potential partners.
1.5. This collaboration aims to promote involvement in the real economy and support regional priority investment
projects.
1.6. Additionally, it seeks to foster a balanced and sustainable system for financial support of projects and programs in
priority areas.

2. JOINT ACTIVITIES OF THE PARTIES

2.1. We, the undersigned Parties, hereby confirm, with full legal and corporate responsibility and under penalty of
perjury, that the Investor is prepared, willing, and able to provide the investments, and the Partner is prepared to
receive the investments, subject to the mutually agreed terms and conditions herein.
2.2. To implement the investment programs, the Parties shall contribute foreign investments in convertible currency
during the validity of this Agreement, in accordance with the schedule established by the Parties. The agreed currency
amounts and tranches are documented in additional agreements attached hereto.
2.3. The Parties may expand the types and sectors of investment activities and, if necessary, enter into Additional
Agreements.
2.4. Amendments and changes to this Agreement may be made by mutual agreement of the Parties. Such
modifications shall be documented in separate protocols, which, upon signature by the Parties, shall be considered
integral parts of this Agreement.

3. RIGHTS AND DUTIES OF THE PARTNERS

3.1. Party-A and Party-B, for the purpose of fulfilling this Agreement, shall:
3.2 Develop investment activities for their respective economic and technical projects.
3.3. Enter into contracts, agreements, and other necessary arrangements required for the realization of their
investment programs.
3.4. Provide each other with all necessary legal, financial, and other documents related to the fulfilment of this
Agreement.
3.5. Invest funds in their own projects during the validity of this Agreement in accordance with their respective
current legislations.

Investor or Party “A” Page 3 of 15 Receiver or Party “B”

 STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024
TRANSACTION CODE: UBSWXXXXXXXXXXXX

3.6. Conduct economic activities to fulfil their respective investment programs, including debt settlement for all
types of expenses, payment of commodities and services, fund transfers for salary payments and other forms of
compensation, and covering all applicable charges.
3.7. Have the discretion to attract other legal entities and individuals for the execution of their investment
programs under this Agreement at their sole discretion.
3.8. Provide each other with necessary assistance.
3.9. Abide by and adhere to the terms and conditions herein.
3.10. Maintain the confidentiality of all business, technical, and commercial information related to the
implementation hereof.

3.2. Party-A, for the purpose of fulfilling this Agreement, shall additionally:
3.2.1. Develop the directions of its own investment activities with an economic and technical foundation.
3.2.2. Conclude contracts, agreements, and other necessary arrangements required for the realization of its
investment programs.
3.2.3. Obtain export-import quotas and licenses for the export and import of commodities and products.
3.2.4. Provide Party-B with all necessary legal, financial, and other documents related to the fulfilment of this
Agreement.
3.2.5. Invest money during the validity of this Agreement according to the current legislation.
3.2.6. Have the discretion to attract other legal entities and individuals for the execution of the investment
programs under this Agreement.
3.2.7. Attract investments and financial assets, including credit and loan facilities, from residents and non-
residents aimed at executing investment activities.

3.3. Party-B, for the purpose of fulfilling this Agreement, shall additionally:
3.3.1. Develop the directions of its own investment activities with an economic and technical foundation.
3.3.2. Conclude contracts, agreements, and other necessary arrangements required for the realization of its
investment programs.
3.3.3. Obtain export-import quotas and licenses for the export and import of commodities and products.
3.3.4. Provide Party-A with all necessary legal, financial, and other documents related to the fulfillment of this
Agreement.
3.3.5. Invest money during the validity of this Agreement according to the current legislation.
3.3.6. Conduct economic activities to fulfill its investment programs, including debt settlement for all types of
expenses, payment of commodities and services received from each of the Parties, fund transfers for salary
payments and other forms of rewards, and financing all kinds of charges.
3.3.7. Have the discretion to attract other legal entities and individuals for the execution of the investment
programs under this Agreement.
3.3.8. Attract investments and financial assets, including credit and loan facilities, from residents and non-
residents aimed at executing investment activities.

4. TOTAL VOLUME OF INVESTMENTS AND FINANCING ARRANGEMENT

Now, therefore, in consideration of the provisions outlined herein, and with full understanding and the exchange
of valuable considerations, the adequacy and receipt of which are hereby acknowledged by the Parties, it is
agreed as follows:

Party-A is prepared to commence project financing with the following funding volume and in the specified
sequence:
Party-A will provide Party-B with the funding required for the implementation and development of projects
through their own EURO currency funds, as detailed in the transaction information below:

4. MODE OF FUND TRANSFER & FINANCIAL TERMS FOR SENDING THE AGREED FUND

Investor or Party “A” Page 4 of 15 Receiver or Party “B”

 STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024
TRANSACTION CODE: UBSWXXXXXXXXXXXX

REQUIRED TRANSFER Swift GPI WITH UETR CODE | SWIFT MT103 DIRECT CASH
(As per Receivers Requirement) TRANSFER | DIRECT WIRE TRANSFER | MT103 TT
FIRST TRANCHE: €49,000,000.00 to 10,000,000,000.00 OR as agreed
SECOND TRANCHE: TBA
€ 100,000,000,000.00 (ONE HUNDRED BILLION EURO) with Rolls &
TOTAL FACE VALUE:
Extensions
PURPOSE OF FUNDS Investment and Projects Funding
TYPE OF FUND M0 Cash Fund
RATIO FOR SENDER 45% - OR AS MUTUALLY AGREED
RATIO FOR RECEIVER 45% - OR AS MUTUALLY AGREED
RATIO FOR CONSULTANTS 5.0% Receiver Mandate, 5.0% Investor
SWIFT GPI WIRE TRANSFER, WITHIN TWENTY ONE (21)
PAYMENT MODE & TIMELINE BANKING DAYS UPON CLEARING OF THE FUNDS BY
RECEIVING BANK
PAYENT GUARANTEE LETTER CORPORATE ENDORESED PGL - or AS AGREED

4.1 TRANSACTION PROCEDURE AND BANK FEE

In the event of a Pre-Advice MT199 or a Pre-Advice EMAIL

OPTIONAL PRE-ADVICE communication, an agreement must be reached before the scheduled
transfer, and a Bank fee for the MT199/Email must be paid additionally.
Please Note: For each SWIFT transaction, an onboarding cost (i.e. Bank
fee) must be borne by the Receiver/Investor. This bank fee can be secured
until a Swift copy is provided, along with other agreed-upon documents,
BANK FEE
and may be directed towards an ESCROW ACCOUNT held by a UBS
registered LAWYER/IOLTA Account/Law firm in the
USA/SINGAPORE.
The BO-to-BO bank communication IS ALLOWED through 199 Swift
in all types of SWIFT TRANSFERS, The Receiver signing this agreement
BO TO BO COMMUNICATION must agree that any BO-to-BO Communication without prior permission
will unilaterally lead to the cancellation of this JOINT VENTURE
AGREEMENT.

4.2 TRANSACTION PROCEDURES

4.2.1 The Investor sends the Agreement to the Receiver for review.
4.2.2 The Receiver reviews the Agreement and, if acceptable, returns the signed/sealed Agreement to the
Investor.
4.2.3 Both Parties submit the Agreement to their respective Banks and notify the other Party through their
authorized representatives with an official mandate.
4.2.4 The Investor's Bank transfers the agreed Amount of Funds to the Receiving Bank for investment purposes,
using one of the AGREED INSTRUMENTS as listed in the TYPE OF INSTRUMENT AVAILABLE in clause
4.1.1 DETAILS OF TRANSACTION. The Investor then sends a sanitized SWIFT Copy and PGL (or IMFPA)
to the Receiver.
4.2.5 The Receiver/Receiving Bank tracks the Funds using the TRN Number as per Fund location guideline
separately provided.
4.2.6 In case any FILING is REQUIRED at ECB for the Transaction, that will be solely the responsibility of the
Partner. The Sender/Investor, under no circumstances, will be obligated to do any filing with ECB (European
Central Bank).

4.3 FUND LOCATION PROCEDURES AND CLEARIFICATION

Investor or Party “A” Page 5 of 15 Receiver or Party “B”

 STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024
TRANSACTION CODE: UBSWXXXXXXXXXXXX

Access to Black Swift Screen

The Receiver's Back Office (BO) should have access to the BLACK SWIFT
SCREEN , preferably located in the SWIFT ROOM/SERVER ROOM of the
ACCESS TO THE FUND
BENEFICIARIES Bank, ideally at the BANK HEAD OFFICE OR THE
CENTRAL SERVER/SWIFT ROOM of the Bank Head Office, and not at a
Branch Office.
FOLLOW THE FUND Please follow "TECHNICAL PROCEDURE OF FUND LOCATION &
LOCATION GUIDELINE EXTRACTION" being detailed separately in this contract
Our Funds targeted to reach Common Account of Receiving Bank but please
note Many banks have their own built-in security and firewall systems.
Consequently, while all our transfers are intended to arrive either at the
FUND ARRIVAL TO COMMON
Incoming Payment Folder or the Common Account, it is essential to note
ACCOUNT
that, due to the security measures in place at the receiving bank, the
Receiver's banker must follow specific protocols and obtain necessary
approvals to locate the funds, as per the Fund Location Guideline.

Normally these type of investment funds does not get credited into the
Receiver's account automatically. The Receiver must always accept
BO INPUT incoming payments and locate the transfer. Please note that SWIFT & GPI
TRANSFER. There is no manual download involved at all, but as per
international bank protocol for large transfers, BO input is required.

4.4 TRANSACTION DOCUMENTS

INVESTOR SHALL PROVIDE: SWIFT COPIES (White & Black copy), DEBIT NOTE, REMITTANCE
ADVICE, TRANSFER APPLICATION, PROOF OF FUNDS (IF REQUIRED), GPS SERVER TRACER (If
agreed) AS STANDARD BANK DOCUMENTS UNLESS OTHERWISE AGREED SEPARATELY.

VIDEO: Sender/Investor shall not provide any Video either of Document signing or of a PGL signing as a
standard protocol. The partner, at no stage, shall demand any kind of Video.

ORIGINAL DOCUMENTS: In any case the partner requires any Hard copy of the Bank documents, they shall
be sent only By Investor to their Counterpart. No hard documents will be sent by Investor Bank to
Receiver/partner or his Bank.

5. BANK TO BANK COMMUNICATION

PLEASE NOTE: There are no provider's bank officers involved in the investments at any stage of the process.
There will be no phone or screen verification at any point. Verification can only occur after the download is
completed, and the Partner's account is credited, and that too, if required and under written permission of the
Investor. Importantly, there should be absolutely no bank-to-bank communication initiated or allowed under any
circumstances.

Furthermore, it is agreed that should any of the conditions outlined in this clause, i.e., BANK TO BANK
COMMUNICATION, be violated, the Agreement shall be deemed as cancelled, with no recourse available of
any kind, including the forfeiture of any escrow deposit, if any.

6. CODES OF IDENTIFICATION.
The Parties agree that all documents related to the transactions bear the codes listed on page 01 of this
Agreement, and these codes remain unchangeable within this Agreement's duration, including all rollovers,
extensions, and additions.

Investor or Party “A” Page 6 of 15 Receiver or Party “B”

 STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024
TRANSACTION CODE: UBSWXXXXXXXXXXXX

7. TARGETED USE OF THE FUNDS AND THEIR DISTRIBUTION

6.1 The funds will be used for the following purposes:
Investment in various projects.
Development of several companies engaged in exports and imports in China, Asia, USA, or as per the Partners'
discretion or otherwise agreed, among other areas.
Provision of consulting services to support and implement credit lines.
6.2 All necessary documents related to the distribution of funds will form an integral part of this Agreement and
will be provided as additions to this Agreement.

8. CONFIDENTIAL INFORMATION AND SECURITY.

8.1 In connection with this Agreement, the Parties shall exchange information concerning the designated
fiduciary banks, designated as "confidential information." Both Parties acknowledge that such confidential
information is proprietary and of significant value, the secrecy of which must be preserved to maintain its
integrity.

8.2 The Parties commit to implementing reasonable security measures to safeguard the confidentiality of this
information. They shall not directly or indirectly disclose this confidential information to any person or entity
during the Agreement's term or following its expiration or termination. Exceptions are permitted for assistants,
agents, or employees who have agreed in writing to maintain confidentiality and whose disclosure is necessary
for providing services under this Agreement.

8.3 The Parties acknowledge that separate introductions made through different intermediary chains, resulting in
other transactions, shall not breach the confidentiality of this information, provided such new chains were not
created to circumvent the original introducing chain. Copy and paste signatures are prohibited.

8.4 Security of Documents: By signing this agreement, the Partner unequivocally confirms that, at no stage of
the transaction, shall they share any transaction documents with any third party. This commitment remains
binding regardless of the transaction's outcome, including cancellation or failure. The Partner shall not publish
any transaction documents on any social media platform or application, such as WhatsApp or LinkedIn.

8.5 Transaction Information: The Receiver shall regularly update the Sender on the transaction's progress
through mutually agreed communication methods. Additionally, the Receiver shall promptly share any critical
documents that may significantly impact the transaction's outcome.

9. COMMUNICATION.
9.1 Communication with banks will be prohibited as listed in Clause 5 of this agreement and will be limited to
those between the Investor’s and Partner’s authorized officers/representatives, including principals of the
Investor and the Partner, in the course of completing this transaction. No communication by any other party is
permitted without the prior written consent of the named account holders.
9.2 Any notice to be given hereunder from either Party to the other shall be in writing and shall be delivered by
E-mail-to-E-mail address of the respective Party as provided herein. The Parties agree that acknowledged E-
mails are treated as legally binding original documents. E-mail copies scanned and sent via E-mail as photos, 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.

10. VALIDITY.
10.1 Once this Agreement is signed by both Parties, the transaction shall begin within three (3) banking days or
sooner, excluding Saturdays and Sundays and any bank holidays.

11. FULL UNDERSTANDING.

11.1 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.
11.2 The Parties hereto accept that should the present Agreement partially or in full be found invalid 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.

Investor or Party “A” Page 7 of 15 Receiver or Party “B”

 STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024
TRANSACTION CODE: UBSWXXXXXXXXXXXX

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

12. ASSIGNMENT.
12.1 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 thereon the
assignee's full contact particulars.

13. TERM OF AGREEMENT.

13.1 This agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of
EURO, Liechtenstein, Switzerland, Lugano, 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 shall remain 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, attorneys, and all associated partners involved in this Agreement/contract/transaction.

14. LAW AND ARBITRATION.

14.1 This Agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of
the countries where this transaction is effectuated, and any dispute is to be resolved under the ICC rules for
arbitration.
14.2 All disputes and disagreements, which can arise during execution of the present agreement or in connection
with it, will be solved by negotiation between the Parties. In case the Parties will not come to the agreement, the
disputes and disagreements are to be settled by The London Court of International Arbitration (UK) made up by
one arbitrator.
14.3 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.
14.4 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 is
considered invalid or unenforceable, then, the remainder part of this Agreement shall not be affected (if
agreeable by both Parties) and shall be enforced to the greatest extent permitted by law.

15. AFFIRMATION
15.1 Furthermore, we, the undersigned Parties, hereby solemnly affirm under the international laws of perjury
and fraud that the information provided by us in this Agreement is accurate and true. By affixing our
signatures/initials/seals to this Agreement, we affirm that our respective bank officers are fully aware of, have
approved, and are ready to proceed with this transaction.

16. DISCLAIMER
This is a privileged communication within the ambit of the "Lawyer's Client Relationship" containing
confidential information, which cannot be used as evidence against the "Parties." This shall not be construed as
a solicitation of investment, funds, and/or securities offering exempt from the U.S. Securities Act of 1933 and
all amendments, including all Laws, Rules, and Regulations under the Patriot Act, European Union Resolutions,
Anti Money Laundering, "IPC"-Article 1998-Edition. As a consultant, we must keep certain records, prepare
and provide various reports, and respond to inquiries under various laws, rules, and regulations, including, but
not limited to, the Bank Secrecy Act, the Annunzio-Wylie Anti Money Laundering Act of 1992, the USA
Patriot Act (of 2001). A number of agencies are involved in regulating these areas, including the Treasury
Department (including the Department's Office of Foreign Assets Control (OFAC)), the Federal Reserve Board
of Governors, and others.

17. SIGNATURES OF THE PARTIES:

With full legal and corporate authority to sign this Agreement, the INVESTOR & PARTNER agree to the above
conditions and append their signatures below in complete acceptance of the terms and conditions.

Investor or Party “A” Page 8 of 15 Receiver or Party “B”

 STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024
TRANSACTION CODE: UBSWXXXXXXXXXXXX

NOW, THEREFORE, it is agreed as follows:

WHEREAS they are individually known as Investor and Partner and jointly known as Parties; and

WHEREAS Investor holds an account with cash funds to be transferred to the Partner's designated account from
one of the AGREED INSTRUMENTS as listed in TYPE OF INSTRUMENT AVAILABLE in clause 4.1.1
DETAILS OF TRANSACTION aiming at investments; and

WHEREAS Partner is ready, willing, and able to receive said cash funds into its designated account from one
of the AGREED INSTRUMENTS as listed in TYPE OF INSTRUMENT AVAILABLE in clause 4.1.1
DETAILS OF TRANSACTION and to execute the distribution and transfer of said received funds to designated
parties and bank accounts via SWIFT Message MT103/202, following the terms and conditions in this
Agreement; and

WHEREAS Partner has further made arrangements with a third party (hereinafter referred to as Facilitator) to
facilitate the execution of the delivery of cash funds for investments. Partner and Facilitator shall authorize and
instruct their designated Trustee to receive said funds and proceed with the agreed distribution and transfer of
cash funds, following the terms and conditions in this Agreement.

FOR AND BEHALF OF THE PARTY A / INVESTOR FOR AND BEHALF OF THE PARTY B / PARTNER

STRAUMANN LABS UK LTD XXXXXXXXXXXX

REPRESENTED BY: MR. EDWARD DUARTE REPRESENTED BY:

PASSPORT NO.: HG150649 PASSPORT NO.

DATE OF ISSUE 14 MAY 2018 DATE OF ISSUE:

DATE OF EXPIRY: 13 MAY 2028 DATE OF EXPIRY:

COUNTRY OF ISSUE: CANADA COUNTRY OF ISSUE:

Investor or Party “A” Page 9 of 15 Receiver or Party “B”

 STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024
TRANSACTION CODE: UBSWXXXXXXXXXXXX

18. IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

IRREVOCABLE FEE PROTECTION AGREEMENT (IFPA), FUNDS DISBURSEMENT

AGREEMENT
PAYMENT ORDER PROTECTION AGREEMENT, IRREVOCABLE CORPORATE PAY ORDER
UNDERTAKING

IN REFERENCE TO AGREEMENT ON DELIVERY OF CASH FUNDS FOR INVESTMENTS TRANSFER

VIA one of the AGREED INSTRUMENTS as listed in TYPE OF INSTRUMENT AVAILABLE in clause 4.1.1
DETAILS OF TRANSACTION

The Party-B/PARTNER, the undersigned Payer, and authorized legal signatory of the corporate account, acting
with full personal and corporate responsibility, do hereby confirm irrevocably and unconditionally, without
protest or notification, without prejudice, recourse, or delay, guarantee to make all payouts to Beneficiaries
listed in IMFPA, forming part of PGL, which has been executed separately, by wire transfer via SWIFT MT-
103/MT103-202/TT at the time of settlement of each and every tranche of the transaction. The said PGL/IMFPA
shall remain an integral part of this Agreement between Receiver and Investor. The said PGL/IMFPA shall
remain in effect until this transaction, including any renewals, extensions, and additions, is fully completed.

ARBITRATION: All disputes and questions whatsoever that arise between the parties to this agreement and
touch on this agreement, its construction, or application, or any account cost, liability to be made hereunder, or
as to any act or way relating to this agreement shall be settled through arbitration in accordance with the
arbitration laws of ICC.

We hereby declare that we are fully aware that the information received from you is in direct response to our
request and is not in any way considered or intended to be a solicitation of funds of any sort or any type of
offering. It is intended for our general knowledge only. We hereby affirm, under penalty of perjury, that we
have requested information from you and your organization by our choice and free will, and further that you
have not solicited us in any way. Intermediaries are not advisors of any kind. Parties to this agreement are
independent contractors, and all contemplated payments and/or disbursements hereunder are conducted as
agreed interests. Nothing in this agreement construes or creates a partnership or employer/employee relationship
between or among the parties hereto. All taxes, federal, state, or other, are the independent responsibility of each
of the parties hereto.

The above-stated codes and any other identification codes shall remain the same and shall not be changed until
this transaction, including any renewals, extensions, and additions, is fully completed, and we agree to respect
those. The transaction code may be amended only by agreement between all parties hereto. This transmission
via facsimile will be accepted as an original, and I confirm that I have the authority to execute this pay order.

This irrevocable pay order will come into effect within two (2) banking days only after each transaction value of
the agreement will happen and only after the Investor would have already made the transfer related to the first
and subsequent investments to the designated bank account of the company nominated by the Receiver. The
Receiver should do Disbursement to “Party-A” and its Consultants' designated Bank Accounts according to this
PGL (Payment Guarantee Letter) via SWIFT MT103/202, upon full clearance of said transferred funds. The
Receiver, authorized and instructed trustee, distributes and transfers cash funds for investments via SWIFT
MT103/MT103-202/TT/SWIFT GPI with “Urgent, The Same Day Wire” mode to designated bank accounts, as
per the agreed terms and conditions in this agreement and IMFPA below.

This agreement, once executed by both parties, will become effective as of the date first written above. Any
official notices exchanged by the parties hereto shall be sent to the first mentioned addresses herein or as may be
attached by addenda hereto. A facsimile or electronically transferred copy duly signed by both parties shall be
deemed original.

We/I, Party-B/PARTNER, hereby agree that the disbursement of funds to Agents and Intermediaries of Parties
referred to as follows. Required message: All transfer instructions shall state “Funds are clean, cleared and are
not of criminal origin and are payable in cash immediately upon receipt by Beneficiary bank.

Investor or Party “A” Page 10 of 15 Receiver or Party “B”

 STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024
TRANSACTION CODE: UBSWXXXXXXXXXXXX

19. FIRST PARTY A: "INVESTOR" PASSPORT COPY

Investor or Party “A” Page 11 of 15 Receiver or Party “B”

 STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024
TRANSACTION CODE: UBSWXXXXXXXXXXXX

20. FIRST PARTY A: "INVESTOR" COMPANY CERTIFICATE COPY

Investor or Party “A” Page 12 of 15 Receiver or Party “B”

 STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024
TRANSACTION CODE: UBSWXXXXXXXXXXXX

21. SECOND PARTY A: "PARTNER": PASSPORT COPY

Investor or Party “A” Page 13 of 15 Receiver or Party “B”

 STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024
TRANSACTION CODE: UBSWXXXXXXXXXXXX

22. SECOND PARTY A: "PARTNER" COMPANY CERTIFICATE COPY

Investor or Party “A” Page 14 of 15 Receiver or Party “B”

 STRAUMANN LABS UK LTD128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
JOINT VENTURE AGREEMENT NO: STRAUMANN/330XX/UBS, DATE: XX/04/2024
TRANSACTION CODE: UBSWXXXXXXXXXXXX

23. ELECTRONIC SIGNATURE

ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE" 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:

19.1. 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) AND

19.2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED

BY THE UNITED NATIONS CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS
(UN/CEFACT).

19.3. EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO.

95/46/EEC, AS APPLICABLE. EITHER PARTY MAY REQUEST A 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.

Investor or Party “A” Page 15 of 15 Receiver or Party “B”