JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

DEED OF AGREEMENT FOR INVESTMENT & FINANCIAL CO-OPERATION

NON-CALLABLE CASH BACKED STANDING KEY TESTED TELEX (KTT) MT103 WIRE TRANSFER

This Joint Venture Agreement on Investment and Financial Co-Operation of Delivery of Cash Fund via KTT TELEX
MT103/202 SINGLE CUSTOMER CASH TRANSFER; Agreement No.: 10172024SPX referred to as the “Agreement”
with a total Investment of USD $100,000,000.00 (ONE HUNDRED MILLION $USD) with Rolls and Extensions
concluded this day October 16, 2024, by and between the following Parties:

INVESTOR - SENDER / PARTY “A”

COMPANY NAME HIPERCAPITAL FINANCE PANAMA, S.A.
COMPANY ADDRESS Bella Vista, Via Argentina, Edificio Galeria Alvear, Oficina 204 CP 07096 PANAMA.
REPRESENTED BY ELEAZAR JOSE SANTANA DIAZ
TITLE PRESIDENT
PASSPORT NUMBER PAC859938
ISSUED PLACE SPAIN
DATE OF ISSUE 29/07/2016
DATE OF EXPIRY 29/07/2026
SENDER REFERENCE 12550
BANK NAME HIPERCAPITAL FINANCE PANAMA, S.A.
BANK ADDRESS SUITE 907, BLD. PLAZA MORICA 50 AND 71 ST. SAN FRANCISCO, PANAMA.
ACCOUNT NAME HIPERCAPITAL FINANCE PANAMA
ACCOUNT NUMBER 300000000002008
TELEX (KTT DEVELOPER) 51 210563 HIPCF G
ACCOUNT SIGNATORY ELEAZAR JOSE SANTANA DIAZ
BANK OFFICER ELEAZAR JOSE SANTANA DIAZ
BANK TEL / FAX +34636928960
BANK E-MAIL HIPERCAPITALFINANCE@HIPERCAPITALFINANCE.COM
(Referred hereinafter as “INVESTOR”, or PARTY “A”),
AND

DEVELOPER – RECEIVER / PARTY “B”

COMPANY NAME
COMPANY ADDRESS
REPRESENTED BY
TITLE
FEI/EIN NUMBER
FILING ID
COUNTRY OF ISSUE
BANK NAME
BANK ADDRESS

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Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

ACCOUNT NAME
BANK CODE
IBAN (USD / EURO) CONVERTIBLE
BIC / SWIFT CODE
ACCOUNT NUMBER
BANK OFFICER
BANK E-MAIL
BANK OFFICER TEL

(Referred hereinafter as “DEVELOPER”, or PARTY “B”),

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Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

The Parties, with full legal and corporate authority to sign this Agreement, in consideration of the premises and
the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

WHEREAS:

Whereas, HIPERCAPITAL FINANCE PANAMA, S.A., individually known as the INVESTOR agrees to
transfer Investment funds of USD $500,000,000.00 (FIVE HUNDRED MILLION $USD) with rolls to
SHIFTPIXY, INC. for Investments in International Projects worldwide such as Social, Humanitarian,
Healthcare, Real Estate, Development of Infrastructure, Tourism, Agriculture, Food Processing,
Education and Skills, Low Income Housing, Medical and Pharmaceutical Development and Clean
Energy Projects.

Whereas, INVESTOR is holding an account at HIPERCAPITAL FINANCE PANAMA, S.A. with cash funds to be
transferred to DEVELOPER’S designated account via KTT MT103 TELEX SINGLE CUSTOMER CASH
TRANSFER aiming at Humanitarian Development and Investments;

Whereas, DEVELOPER is ready, willing, and able to receive said cash funds into its designated account via
KTT TELEX MT103 SINGLE CUSTOMER CASH TRANSFER and to execute the distribution and
transfer of said received funds to designated Parties and Bank Accounts via SWIFT Message MT-
103 Wire Transfer, in accordance to the Terms and Conditions in this Agreement;

Whereas, INVESTOR, with full corporate responsibility, confirms that he owns or controls various cash funds
of good, clean, and clear origin, free of encumbrances and which INVESTOR and DEVELOPER wish
to utilize for the purposes of investments and shall defer in payment ratio.

Whereas, should the INVESTOR facilitate in a default transaction and not perform per agreement, this
transaction shall then become VOID without further proceeding.

ARTICLE 1. SUBJECT OF AGREEMENT:

1. Party “A” is entering to an agreement with Party “B” to provide Investment funds to Party “B” for investing in,
Development and Real Estate, Development and Operation of Industrial Zone, Buying and Selling Petroleum
Products and Crude Oil, Energy Industry, Mining Industry, Agriculture, Cattle, Livestock Farming Industry as
well as various Philanthropic Activities and Donations.

2. Party “B” is willing to partner with Party “A” for utilizing the Investment Funds according to the purposes
specified in the above Article 1, Section 1 for mutual interests and benefits.
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Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

ARTICLE 2. DEVELOPER’S STATEMENT:

1. DEVELOPER represents and warrants that it has full corporate responsibility and permission to enter into this
Agreement. It hereby declares under penalty of perjury that the funds are good, clean, clear, and free of non-
criminal and terrorism origin, and are free and clear of all liens, encumbrances and third parties’ interest.

2. By signing this Agreement, DEVELOPER represents and warrants that it is giving to INVESTOR and its
designated parties, full legal authority to transfer its cash funds via KTT TELEX MT103 SINGLE CUSTOMER
CASH TRANSFER and distribute and transfer the same via SWIFT Message MT103.

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Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

ARTICLE 3. DESCRIPTION OF TRANSACTION AND TRANCHE SCHEDULE:

TOTAL FACE VALUE: USD $500,000,000.00 (FIVE HUNDRED MILLION USD) WITH R&E

DETAILS OF TRANSACTION
INSTRUMENT: CASH TRANSFER VIA TELEX / KTT TELEX
CONTRACT NUMBER: TRANSACTION CODE: HIPCF-SPX
PAYMENT BY: MT103 TT TRANSFER/DIRECT WIRE TRANSFER
SPECIAL REMARKS: ALL TRANSFER INSTRUCTIONS SHALL STATE: FUNDS ARE GOOD, CLEAN, CLEARED
AND OF NON•CRIMINAL AND NON•TERRORIST ORIGIN, ARE LIEN FREE AND
UNENCUMBERED, FUNDS ARE PAYBLE IN CASH IN FULL AMOUNT IMMEDIATELY
UPON RECEIPT BY BENEFICIARY BANK, BASED ON THE SAME DAY VALUE AND
IMMEDIATE CREDIT, THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS
TO THE SOURCE OF THE FUNDS SENT TO US • THIS IS DONE WITH FULL BANKING
RESPONSIBILITY.

BANK APPROVED TRANCHE SCHEDULE FOR RECEIVING KTT TELEX:

TRANCHE TOTAL FACE VALUE: FIVE HUDNRED MILLION USD / $500,000,000.00 WITH R&E
TRANSACTION TYPE KTT TELEX SINGLE CUSTOMER CASH FUNDS TRANSFER (KEY TESTED TELEX) MT103-202
BANK OUTPUT MT103 SINGLE CUSTOMER TRANSFER
TEST TRANCHE $20,000,000 USD
2 $30,000,000 USD
3 $100,000,000 USD
4 $100,000,000 USD
5 $100,000,000 USD
6 $100,000,000 USD
PAYMENT DIRECT BANK WIRE TRANSFER
PGL DETAILS OF FUND DISTRIBUTION PER PGL AN INTEGRAL PART OF THE CONTRACT

ARTICLE 4. TRANSACTION PROCEDURES:

1. BOTH PARTIES SIGN AND LODGE THE CONTRACT WITH THEIR RESPECTIVE BANK.

2. SENDER’S BANK ISSUES A PRE-ADVICE KTT MT-199 FORMAT TO THE RECEIVER’S BANK, FOR DELIVERY OF
FIRST TEST TRANCHE. (FIRST PRE-ADVICE, THEN WE GO TO KTT TELEX MT103-202)

3. RECEIVER’S BANK CONFIRMS IT IS READY TO RECEIVE THE PROJECT INVESTMENT FUNDS BY KTT MT-103 WITH
CONFIRMATION OF DELIVERY THROUGH DIRECT KTT MT-202 FORMAT, FOR DEPOSIT INTO THEIR CLIENT'S
ACCOUNT.

4. SENDER’S BANK WILL THEN SEND KTT MT-103 CASH FUNDS TRANSFER (“CFT”) DIRECTLY TO RECEIVER’S BANK.

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Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

5. RECEIVER’S BANK WILL REPLY TO SENDER’S BANK BY KTT MT-202 FORMAT, REQUESTING CONFIRMATION OF
(“CFT”) COVER.

6. SENDER’S BANK WILL THEN SEND KTT MT-202 CONFIRMATION OF COVER ON A DIRECT BANK-TO-BANK BASIS
TO THE RECEIVER BANK CONFIRMING THAT CASH FUNDS ON ACCOUNT OF RECEIVER WERE DELIVERED BY
KTT.

7. TRANSACTION SUCCESSFULLY CLOSED.

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Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

*** IMPORTANT NOTES:

1. Should under the requirement of Receiver’s Bank Officer, Sender’s Bank Officer should issue Banker’s Email
Confirmation of the said agreed transaction for verification purpose.
2. Sender shall provide:
a. Screenshot of “Off Ledger Funds”
b. Transfer Copy of KTT Telex Transfer same day of sent KTT Telex transfer.
c. Proof of Remittance Transfer Slip same day of sent KTT Telex transfer.
d. Copy of Original DOA.
e. Sign & Sealed PGL prior to KTT Telex Transfer MT103.

If Party “A” fails to remit cash funds and funds not received into the Bank Account of Party “B”, any and all
transactions will cease and all liability for payments and fees will be hereby terminated immediately with no
appeal or reversal. Clients have no further responsibility towards any other people that may or may not be
mentioned on this Agreement once payments and fees have been wired to coordinates in this Agreement. Client
is not responsible for intermediary information or Banking Coordinates that may be incorrect in this document.

ARTICLE 5. RIGHTS AND DUTIES OF THE PARTNERS:

1. PARTY “A”, PARTY “B” FOR THE PURPOSES OF FULFILLMENT HEREOF:
1.1. Develop investment activity for its economic and technical projects.
1.2. Conclude contracts, agreements, and other agreements necessary for realization of their investment
programs.
1.3. Acquire certification, licenses and companies for execution of human capital management M&A roll-up
project.
1.4. Provide each other with all necessary legal, financial and other documents, related to the fulfillment
hereof.
1.5. Invest money in their own projects during validity hereof according to their current legislation.
1.6. Carry out economic activity to fulfill own investment programs, make debt liquidation on all kinds of
expenses, payment of commodities and services, transfer facilities for payment of salaries and other
types of rewards, cover all kinds of charges.
1.7. Attract other legal entities and individuals for the fulfillment of their investment programs under the
present Agreement at their sole decision.
1.8. Are to provide each other with necessary assistance.
1.9. Are to follow and observe the terms and conditions hereof.
1.10. Are obligated to keep in a secret all business, technical and commercial information related to
implementation hereof.
1.11. Can invest additional investments during the validity period of the present Agreement, and also

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Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

can carry out reinvestment in primary investment projects and other investment and reinvestment
objects.

2. THE PARTY “A” FOR THE PURPOSES OF FULFILLMENT HEREOF:

2.1. Develops the directions of own investment activity with its economic and technical platform.
2.2. Concludes contracts, agreements, and other agreements necessary for realization of its investment
programs.
2.3. Acquires certifications and licenses for investment of funds in capital projects.

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Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

2.4. Provides Party “B” with all necessary legal, financial and other documents, related to the fulfillment hereof.
2.5. Can invest money during validity of this Agreement according to the current legislation.
2.6. 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.
2.7. Attracts other legal entities and individuals for realization of the investment programs under the present
Agreement.
2.8. Attracts investments and financial assets including credit and loan facilities of residents and not residents
aimed on execution of investment activity.

3. THE PARTY “B” FOR THE PURPOSES OF FULFILLMENT HEREOF:

3.1. Develops the directions of own investment activity with its economic and technical ground.
3.2. Concludes contracts, agreements, and other agreements necessary for realization of its investment
programs.
3.3. Acquires companies for execution of human capital management M&A roll-up project.
3.4. Provides Party “A” with all necessary legal, financial and other documents, related to the fulfillment hereof.
3.5. Can invest money during validity of this Agreement according to the current legislation.
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.
3.7. Attracts other legal entities and individuals for realization of the investment programs under the present
Agreement.
3.8. Attracts investments and financial assets, including credit and loan facilities of residents and not
residents aimed on execution of investment activity.

ARTICLE 6. CONFIDENTIAL INFORMATION AND SECURITY:

1. In connection with the present Agreement, the Parties will provide 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.
2. 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, neither directly nor indirectly to any person or entity during the term of this Agreement or any

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Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

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.
3. 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. Agreement which is to transfer and organize the bank shall be transmitted in the form of scanned visa
authorized signature.
5. 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

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Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

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.

ARTICLE 7. 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 includes 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.

ARTICLE 8. NON-CIRCUMVENTION:
The Parties agree not to circumvent, avoid, bypass, or obviate each other directly or indirectly to avoid payment
of commissions or fees in any transaction pending or future specific transactions for as long as any contract shall
remain in force between the Parties, or for a period of six months from the date of the execution of this
agreement should no contract result. At no time shall either party disclose or otherwise reveal to any third party
any confidential information, code or reference and, or any such information advised to the other as being
confidential or privileged without the express written permission of the other party. Said consent shall not be
unreasonably withheld. This Agreement includes by reference and incorporates the Standard International Non-
Circumvention and conditions as set forth by International Chamber of Commerce (ICC Publication 500 latest
edition).

ARTICLE 9. CODES OF IDENTIFICATION:

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.

ARTICLE 10. REPRESENTATION AND WARRANTIES

1. 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.
2. Enforceability. This Agreement constitutes the legal, valid and binding obligation of such party enforceable in

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Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

accordance with its terms.

3. 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.
4. 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.
5. 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.

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Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

ARTICLE 11. FORCE MAJEURE:

1. 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
delays or failures in performance are not caused by events or circumstance beyond the control of such party.

2. The term “beyond the control of such party” includes Act of War, Rebellion, Fire, Flood, Earthquake, or other
natural disasters. Any other cause not within the control of such party or which is by exercise of reasonable
diligence, the party will be unable to foresee or prevent or remedy.

ARTICLE 12. COMMUNICATION:

1. Communication with banks will be limited to those between the DEVELOPER’s bank and Developer’s bank and
only by between authorized bank officers/representatives, including principals of the DEVELOPER and the
Developer, 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.

2. 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.

3. 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:
3.1. 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).
3.2. Electronic Commerce Agreement (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations
Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
3.3. All electronically submitted documents shall be subject to the European Community Directive No.
95/46/EEC, as applicable.

ARTICLE 13. VALIDITY:

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Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

Once this Agreement is signed by both Parties the transaction shall begin within two (2) banking days or sooner,
excluding Saturdays and Sunday and any bank holidays.

ARTICLE 14. FULL UNDERSTANDING:

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.
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

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Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

confirmation of USD/ EUR validity, this Agreement shall be reconstructed upon mutual consent and agreement
of both Parties to this commercial Agreement.
3. Until the physical exchange of original hard copies, the acknowledged e-mail copies of this Agreement shall be
deemed original.

ARTICLE 15. ASSIGNMENT:

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.

ARTICLE 16. TERM OF AGREEMENT:

This Agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of EC,
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 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.

ARTICLE 17. NON-CIRCUMVENTION:

The Parties agree not to circumvent, avoid, bypass, or obviate each other directly or indirectly to avoid payment
of commissions or fees in any transaction pending or future specific transactions for as long as any contract shall
remain in force between the Parties, or for a period of six months from the date of the execution of this
agreement should no contract result. At no time shall either party disclose or otherwise reveal to any third party
any confidential information, code or reference and, or any such information advised to the other as being
confidential or privileged without the express written permission of the other party. Said consent shall not be
unreasonably withheld. This Agreement includes by reference and incorporates the Standard International Non-
Circumvention and conditions as set forth by International Chamber of Commerce (ICC Publication 500 latest
edition).

ARTICLE 18. LAW AND ARBITRATION:

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,
ICC, Paris, Canada, Turkey, UK, Australia and the designated countries of the beneficiaries, member country of
the European Union law to apply, as the Injured-Party may choose, which shall govern the interpretation,
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Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

construction, enforce ability, performance, execution, validity and any other such matter regarding this
Agreement.
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.
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.
4. 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 hereunder
or as

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Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

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, Canada, USA, UK, Australia and the designated countries of the Beneficiaries.
5. Every attempt shall be made to resolve disputes arising from unintended or in advertent 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.
6. 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.
7. This Agreement will be governed by and construed in accordance with the laws of Paris, Canada, USA, UK,
Australia, Indonesia. 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.
8. 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 reasonably attorney fees.
9. 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 ARBITRATION.

ARTICLE 19. PENALTY CLAUSE FOR NON-PERFORMANCE:

The only party allowed to make a claim under this Agreement, if any, is either Party A or Party B. 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.

ARTICLE 20. MISCELLANEOUS:

1. 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.
2. Specific Performance; Other Rights. The Parties recognize that several of the rights granted under this

17
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

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.
3. 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.
4. Amendments. This Agreement may not be amended, altered or modified except upon the unanimous by
instrument in writing and signed by each of the DEVELOPER and INVESTOR.

18
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

5. 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.
6. 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.
7. 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 off or un non convenience
8. Waiver of Jury Trial. The Parties here to hereby irrevocably and unconditionally waive trial by jury in any legal
action or proceeding relating to this Agreement and for any counterclaim therein.
9. 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.
10. 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.
11. 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.
12. Broker. Each DEVELOPER and INVESTOR represents and warrants that it is responsible for compensation due
to any broker or intermediary in connection with this Agreement and agrees to indemnify, defendant 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. Fees due from INVESTOR are stipulated in “FINDER FEE, NON-
CIRCUMVENTION AND CONFIDENTIALITY AGREEMENT” made a part of this Agreement and incorporated by
reference herein. Fees due from DEVELOPER are stipulated in “CONSULTING AGREEMENT” made a part of this
19
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

Agreement and incorporated by reference herein.

13. 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.

LIST OF APPENDIXES AND ANNEXES:

APPENDIX A: SCREENSHOT OF “ON LEDGER FUNDS”

APPENDIX B: MT-199 PRE-ADVICE
APPENDIX C: RESPONSE TO KTT MT-199 PRE-ADVICE VIA KTT MT-199
APPENDIX D: KTT MT-999 KEYS
APPENDIX E: KTT MT-103
APPENDIX F: RESPONSE TO KTT MT-103 VIA KTT MT-199
APPENDIX G: KTT MT-202
APPENDIX H: SOURCE OF FUNDS
ANNEX 1: PARTY A’S BUSINESS REGISTRATION CERTIFICATE
ANNEX 2: PARTY A’S PASSPORT COPY OF LEGAL REPRESENTATIVE
ANNEX 3: PARTY B’S BUSINESS REGISTRATION CERTIFICATE

---- THIS SPACE IS INTENTIONALLY LEFT BANK ----

20
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

APPENDIX A: SCREENSHOT OF “ON LEDGER FUNDS” / POF

21
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

APPENDIX B: MT-199 PRE-ADVICE

[Receiver Bank Telex No]

===================Instance Type and Transmission===================
Priority : HIGH
Message Output Reference: [Bank Security Code/Telex]
============================MESSAGE HEADER==========================

OUTPUT : MT-199 PRE-ADVICE

SENDER :
:
: EMAIL:
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, COMMERCIAL DEVELOPMENT BANK, 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 ACCOUNT HOLDER: [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: BANK NAME

AUTHORISED BY BANK OFFICERS:

22
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

[Bank Officer 1] ([Bank Officer 1 PIN])

[Bank Officer 2] ([Bank Officer 2 PIN])

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

23
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

APPENDIX C: RESPONSE TO KTT MT-199 PRE-ADVICE VIA KTT MT-199

[Receiver Bank Telex No]

===================INSTANCE TYPE AND TRANSMISSION===================
PRIORITY : HIGH
MESSAGE OUTPUT REFERENCE: XXXX.XXXXX.XXX
=========================MESSAGE HEADER=============================

OUTPUT : MT-199 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 :
:
: EMAIL:

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 MT-103 CASH FUNDS TRANSFER BY KEY TESTED TELEX FOLLOWED BY YOUR COVER
CONFIRMATION IN KTT MT-202 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 … AND AMOUNT IN FIGURES] THAT YOU WILL DELIVER TO OUR
BANK FOR CREDIT TO OUR CLIENTS ACCOUNT [ACCOUNT NAME: XXXXXXXX, AND ACCOUNT NUMBER:
24
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

XXXXXXXXX].

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

25
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

APPENDIX D: KTT MT-999 KEYS

[Receiver Bank Telex No]

===================Instance Type and Transmission===================
Priority: HIGH
Message Output Reference: [Bank Security Code/Telex]

============================MESSAGE HEADER==========================
OUTPUT : MT-999 KEYS

SENDER :
:
: EMAIL:

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

MUR : [Bank Transaction Reference]

=============================MESSAGE TEXT===========================
27: SEQUENCE OF TOTAL :1/1
30: DATE : [DATE]
21: IN CONSIDERATION OF THE CASH ASSETS WE HAVE SUPPORTING OUR BANKING OPERATIONS TO
ESTABLISH DIRECT BANK TO BANK RELATIONS WITH YOUR GOOD BANK, PLEASE ACCEPT THE
FOLLOWING KEY CODES FOR AUTHENTICATION OF EACH TELEX WE SEND YOU.
79: DETAILS/NARRATIVE

TEST KEY CODES TO AUTHENTICATE EACH TELEX

TABLE A: XXX
TABLE B: XXX
TABLE C: XXX
TABLE D: XXX
TABLE E: XXX
TABLE F: XXX
TABLE G: XXX
TABLE H: XXX

FOR AND ON BEHALF OF [BANK NAME]

AUTHORISED BY BANK OFFICERS:

26
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

GENERAL MANAGER(XXXXXX)

SENIOR MANAGER (XXXXXX)

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

27
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

APPENDIX E: KTT MT-103

[Receiver Bank Telex No]

===================Instance Type and Transmission===================

Priority: HIGH
Message Output Reference: [Bank Security Code/Telex]

============================MESSAGE HEADER==========================

OUTPUT : MT-103 SINGLE CUSTOMER CREDIT TRANSFER

SENDER :
EMAIL :
RECEIVER : [Receiver Bank Telex No]
: [Receiver Bank Name]
: [Receiver Bank Address]
: [Receiver Bank Address]
: E-MAIL:XXX(@)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 Date/Currency/Interbank Settled Amount

Date : DD MONTH YYYY
Currency : USD (EUR)
Amount : = [amount in numbers] =

33B: Currency/Instructed Amount

Currency : USD (EUR)
Amount : = [amount in numbers] =
50K: Ordering Customer-Name & Address
[Receiver Account Number] (UNITED STATES USD)
[Receiver Name]
[Receiver Address]
[Receiver Address]

52A: Ordering Institution-BIC

58A: Beneficiary Institution-BIC

[Receiver Bank Telex No]
28
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

[Receiver Bank Name]

[Receiver Bank Address]
[Receiver Bank Address]

59A: Beneficiary Customer-Name & Address

/ [Receiver Account Number]
[Receiver Account Name]
[Receiver Address]
[Receiver Address]
70: Remittance Information
EUR ACC
71A: Details of charges

29
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

SHA

79: WE, ………, 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 USD [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 (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

30
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

APPENDIX F: RESPONSE TO KTT MT-103 VIA KTT MT-199

[Receiver Bank Telex No]

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

PRIORITY : HIGH
MESSAGE OUTPUT REFERENCE: XXXXXXXXXX

=========================MESSAGE HEADER=============================
OUTPUT : MT-199 FORMAT CONFIRMATION

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(@)Xxx-BANKxxx.com

ACCOUNT NAME : BANK BENEFICIARY ACCOUNT NAME

ACCOUNT NUMBER : BANK BENEFICIARY ACCOUNT NUMBER 00000

RECEIVER :
:
: EMAIL:

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 KTT MT-103 CASH FUNDS
TRANSFER AND REQUEST YOU CONFIRMATION OF COVER BY KTT MT-202 FORMAT IN THE AMOUNT OF
[AMOUNT IN WORDS … AND AMOUNT IN FIGURES] FOR IMMEDIATE DEPOSIT TO OUR CLIENT'S
ACCOUNT [ACCOUNT NAME: XXXXXXXX, AND ACCOUNT NUMBER: XXXXXXXXX].

31
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

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

32
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

APPENDIX G: KTT MT-202

[Receiver Bank Telex No]

===================Instance Type and Transmission===================

Priority: HIGH
Message Output Reference: [Bank Security Code/Telex]

============================MESSAGE HEADER==========================
OUTPUT : MT-202COV

SENDER :
:
: EMAIL:
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: Senders reference

[Bank Transaction Reference]
21: Related reference
[Related MT103 Transaction Reference]
23B: Bank Operation Code
CRED
32A: Value Date/Currency/Interbank Settled Amount
Date : DD MONTH YYYY
Currency : EUR (USD)
Amount : = [amount in numbers] =
52A: Ordering Institution - BIC

50K: Ordering Customer-Name & Address

[Receiver Account number] (USD)
[Receiver Name]
[Receiver Address]
[Receiver Address]
58A: Beneficiary Institution - FI BIC
[Receiver Bank Telex No]
[Receiver Bank Name]
[Receiver Bank Address]
[Receiver Bank Address]
59A: Beneficiary Customer-Name & Address
[Receiver Account Number]
[Receiver Account Name]
33
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

[Receiver Address]
[Receiver Address]

===========================MESSAGE TRAILER==========================

END TELEX MESSAGE

34
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

ANNEX 1: PARTY A’S BUSINESS REGISTRATION CERTIFICATE

Undertakings have to be given to the Bank in order that all may be in place to ensure proper execution of the obligations concerning verification of the identity of the contracting
partner and identification of the beneficial owner as established in the Due Diligence Conventions, the Federal Banking Commission circular of the December 1991 concerning the prevention
of money laundering of the Swiss Criminal Code and subsequent additions and revisions. Gold Fields Ag has been Merged with Gold Field Switzerland Holiday AG as a Company and the
Account continue to remain in the name of Goldfields AG, consequently the Registration Number has been updated to CHE-115.699.780 & on Assets and relevant documents CHE-894.094.099
remains valid, as long as Historical Asset. . In conformity with all the legal aspects and agreements and international, the information here contained can be given to banks and / or other
financial institutions in order to verify so much the identity of the client as and the nature and the origin of the bottoms that they must be used. All parties have an obligation for professional
discretion and to take all appropriate precautions to protect the confidentiality of the information each holds in respect of the others’ activities. This legal obligation shall remain in full force
and effect at all times.

35
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

36
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

ANNEX 2: PARTY A’S PASSPORT COPY OF LEGAL REPRESENTATIVE

In accordance with Articles 2 through 5 of the Due Diligence Convention and the Federal Banking Commission Circular of December 1998, and under the US Patriot Act of 2002,
as amended in February 2003 concerning the prevention of money laundering and 305 of the Swiss Criminal Code, the following information may be supplied to banks and/or other financial
institutions for purposes of verification of identity and activities of the Client described below, and the nature and origin of the funds which are to be utilized. The foregoing is subject to
agreement by all parties to whom this information is provided that they are obligated to respect the privacy rights of the Client and all individuals described herein, as well as the generally
accepted professional standards relating to the maintenance of confidential information, and to take all appropriate precautions to protect the confidentiality of the information contained
herein, This legal obligation shall remain in full force indefinitely without restriction.

37
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

ANNEX 3: PARTY B’S BUSINESS REGISTRATION CERTIFICATE

In accordance with Articles 2 through 5 of the Due Diligence Convention and the Federal Banking Commission Circular of December 1998, and under the US Patriot Act of 2002,
as amended in February 2003 concerning the prevention of money laundering and 305 of the Swiss Criminal Code, the following information may be supplied to banks and/or other financial
institutions for purposes of verification of identity and activities of the Client described below, and the nature and origin of the funds which are to be utilized. The foregoing is subject to
agreement by all parties to whom this information is provided that they are obligated to respect the privacy rights of the Client and all individuals described herein, as well as the generally
accepted professional standards relating to the maintenance of confidential information, and to take all appropriate precautions to protect the confidentiality of the information contained
herein, This legal obligation shall remain in full force indefinitely without restriction.

PARTY B PASSPORT COPY

38
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

DO NOT SIGN THIS DEED OF AGREEMENT IF YOU ARE NOT READY TO SEND WITHIN 48 OF SIGNATURE
THIS DOA IS LODGED WITH THE RECEIVING BANK AFTER ALL SIGNATURES SIGNED.

SIGNATURE PAGE FOLLOWS:

PARTY-A: (INVESTOR / SENDER) PARTY-B: (DEVELOPER / RECEIVER)

FOR AND ON BEHALF OF PARTY-A: FOR AND ON BEHALF OF PARTY-B:

X: X:

COMPAY NAME: COMPANY NAME:

HIPERCAPITAL FINANCE PANAMA S.A. .
REPRESENTED BY: ELEAZAR JOSE SANTANA DIAZ REPRESENTED BY:
PASSPORT NUMBER: PAC859938 FEI/EIN NUMBER:
COUNTRY OF ISSUANCE: SPAIN COUNTRY OF ISSUANCE:
DATE OF ISSUE: 07/29/2016 STATE OF INCORPORATION:
EXPIRY DATE: 07/29/2026 DATE OF INCORPORATION:
DATE: 10/08/2024 DATE:

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 shall in no manner delay the parties from performing their respective obligations and duties
under EDT instruments
39
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):
 JOINT VENTURE AGREEMENT ON DELIVERY OF CASH FUND VIA KTT TELEX TRANSFER MT103/202

Executed Date: Agreement №: 10172024SPX

10/17/2024 Transaction Code: HIPCF-SPX

---- END OF DOCUMENT ----

40
Party A (Investor): TT MT103 (NON-RECALABLE CASH TRANSFER) FOR PRIVATE INVESTMENT Party B (Developer):