IPIP CASH TRANSFER

PARTNERSHIP AGREEMENT

Between

PEARL ASSET MANAGEMENT

CALLUM EDGAR RUSSELL
AS INVESTOR

&

SABBRA DI COSTA S.A. DE C.V.

MR. CESAR OSWALDO NERIO ALANIS
AS DEVELOPER
SENDER BANK:UBS SWITZERLAND AG

ZURICH, SWITZERLAND

RECEIVER BANK: UNICREDIT BANK

CZECH REPUBLIC AND SLOVAKIA A.S.

This Deed of Agreement on investment and financial co-operation (hereinafter referred to as the Agreement No.: UBS-
UNI-200B-IPIP-26022025)

With the volume of investments up to €200 BILLION (Euros) with rolls and extensions (R&E) are entered into by and
between the following:

Party-A: Herein after referred to as the “SENDER/ INVESTOR’’.

COMPANY NAME PEARL ASSET MANAGEMENT PTY LTD

COMPANY ADDRESS EAST VICTORIA PARK, WESTERN AUSTRALIA 6101

REPRESENTED BY / TITLE DIRECTOR

REGISTRATION No. AUSTRALIAN COMPANY NO.: 642 423 327

PASSPORT No. LT023594

DATE OF ISSUE - EXPIRY 06 NOV 2018 – 06 NOV 2028

COUNTRY NEW ZEALAND

BANK NAME UBS SWITZERLAND AG

BANK ADDRESS PARADEPLATZ 6, 8098 ZURICH, SWITZERLAND

SWIFT (BIC) UBSWCHZH80A

COMMON ACC NO. 20625170160K

ACCOUNT NAME PEARL ASSET MANAGEMENT PTY LTD

AUTHORIZED SIGNATORY

ACCOUNT NUMBER/IBAN CH970020620625170160K

SWIFT CODE UBSWCHZH80A

BANK OFFICER

GLOBAL SERVER IP

GLOBAL SERVER ID
IDENTITY CODE

TRANSACTION CODE IP

TRANSACTION CODE ID

RECEIVING SERVER ID

RECEIVING SERVER IP

USERNAME

USER ID

TERMINAL ID

PERMIT ARRIVAL

WTS SERVER

LOGON DOMAIN

LOGON SERVER ID

FIRM NAME

Party-B: Hereinafter referred to as the “RECEIVER / DEVELOPER,” in a non-resident private account capacity:
COMPANY SABBRA DI COSTA S.A. DE C.V

5 SAVILE ROW / AV. PROLOMGACION PASEO DE LA REFORMA 215 OF. 1203 SANTA
ADDRESS
FE CP. 01330 MEXICO

REPRESENTED BY MR. CESAR OSWALDO NERIO ALANIS

PASSPORT No. G24210141

ISSUED PLACE MEXICO

DATE OF ISSUE - EXPIRY 01 MAR 2017 – 01 MAR 2027

BANK NAME UNICREDIT BANK

PRAHA 4 – MICHLE, ZELETAVSKA 1525/1 PSC 140 92 PRAGUE, SECTION B, FILE NO.
BANK ADDRESS
3608

ACCOUNT NAME SABBRA DI COSTA S.A. DE C.V.

AUTHORIZED SIGNATORY MR. CESAR OSWALDO NERIO ALANIS

ACCOUNT NUMBER/IBAN CZ61 2700 0000 0013 8793 5322

SWIFT CODE CZ191220237

BANK OFFICER BETH MICHAEL (BETH-MICHAEL@UNICREDITBANK.CZ)

GLOBAL SERVER IP 194.149.232.188

GLOBAL SERVER ID POWERFUL-MZM2224

IDENTITY CODE 27C DB ZPP

TRANSACTION CODE IP 194.126.197.0

TRANSACTION CODE ID 0304023 .x00435040 b050050045

RECEIVING SERVER ID AS34488

RECEIVING SERVER IP 194.126.197.15

USERNAME CZAIZ492

USER ID CZB 102383584

TERMINAL ID UNICREDIT.TERMINAL5782.AWLN71615

PERMIT ARRIVAL CBZ-48OU309H

WTS SERVER AS34488 OR AS34487

LOGON DOMAIN UNICREDITBANK.CZ

LOGON SERVER ID NS-232.AWSDNS-29.COM

FIRM NAME CZB1498

HEREINAFTER REFERRED TO AS "PARTY-B", OR “DEVELOPER,” OR “RECEIVER” WITH FULL LEGAL AUTHORITY TO SIGN
THIS AGREEMENT HEREINAFTER REFERRED TO AS, INDIVIDUALLY, THE “PARTY” AND, COLLECTIVELY, AS THE “PARTIES”.

WHEREAS, FUNDS OWNER IS HOLDING AN ACCOUNT AT UBS SWITZERLAND AG CASH FUNDS TO BE TRANSFERRED TO
THEIR PARTNER’S DESIGNATED ACCOUNT VIA S2S TRANSFER FOR FURTHER INVESTMENTS;

WHEREAS, THE FUNDS OWNER CONFIRMS THAT FUNDS ARE GOOD, CLEAN, CLEAR, FREE AND CLEAR OF ANY AND ALL
LEVIES, LIENS, ENCUMBRANCES AND OF ANY THIRD-PARTY INTEREST AND ARE OF NON-CRIMINAL ORIGIN DERIVED
FROM LEGITIMATE BUSINESS;

WHEREAS, THE RECEIVER SHALL PROVIDE AND FACILITATE, AN EXCLUSIVE DEDICATED ACCOUNT IN HIS BANK, LQID
INVESTMENT BANK WITH ACCOUNT NUMBER: PLATINUM USD: 352206885922 PLATINUM,
EU: 432389007622, THIS ACCOUNT SHALL BE USED EXCLUSIVELY FOR THE FIRST TRANCHE OF FORTY-NINE MILLION
EUROS AND ALL FURTHER TRANCHES AND SHALL BE ALSO STRICTLY DEEMED BY THEIR BANK AS THE DISTRIBUTION
ACCOUNT FOR TRANSFERRING FUNDS TO THE SENDER, UNLESS OTHERWISE AGREED AND ADJUSTED IN WRITING BY THE
PARTIES.

WHEREAS, FOLLOWING THE PROCEDURES LISTED BELOW – RECEIVER IS READY, WILLING AND ABLE TO DOWNLOAD SAID
CASH FUNDS INTO ITS DESIGNATED COMMON ACCOUNT VIA S2S TRANSFER FOR FURTHER MONETIZATION AND TO
EXECUTE THE DISTRIBUTION OF THE FUNDS OWNER’S PORTION OF SAID RECEIVED FUNDS TO UNICREDIT BANK, CZECH
REPUBLIC AS THE DEDICATED MAIN RECEIVING ACCOUNT: CZ61 2700 0000 0013 8793 5322 WHERE ALL TRANSFER
INSTRUCTIONS SHALL STATE FOR FURTHER CREDIT OF UP TO: 200,000,000,000.00 (TWO HUNDRED BILLION EUROS)
WITH R&E C/O UNDER TRANSACTION CODE DEU- LQID-300B-S2S-15022025 VIA INTERNAL TRANSFER AS SETTLEMENT
IN ACCORDANCE TO THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT.

*FINANCIAL ENTITIES MIGHT BE CHANGED ACCORDING TO MULUALLY AGREED PROCEDURE WRITTEN IN THIS
AGREEMENT OR ADDED AS AN ADDENDUM/ANNEXURE.

NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND MUTUAL COVENANTS AND CONDITIONS STATED HEREIN
AFTER, THE PARTIES AGREE TO BE LEGALLY BOUND TO PERFORM UNDER THE FOLLOWING TERMS, CONDITIONS
ANDPROCEDURES.

THE FUNDS WILL BE PAID OUT UNDER THE BELOW DETAILS VIA S2S CASH TRANSFER AS BELOW.

1. DETAILS OF TRANSACTION:
INSTRUMENT IPIP CASH TRANSFER

TOTAL FACE VALUE €200,000,000,000.00 (TWO HUNDRED BILLION EUROS) WITH R&E

FIRST TRANCHE €4,900,000,000.00 (FOUR BILLION-NINE HUNDRED MILLION), AS PER PGL

SECOND TRANCHE €50,000,000,000.00 (FIFTY BILLION), AS PER PGL

THIRD TRANCHE €50,000,000,000.00 (FIFTY BILLION), AS PER PGL

FOURTH TRANCHE €50,000,000,000.00 (FIFTY BILLION), AS PER PGL

FURTHER TRANCHES AS AGREED BY THE PARTIES AND THEIR BANKS / BANKERS

REMMITTANCE BY VIA SERVER TO SERVER (S2S) CASH TRANSFER

DELIVERY DRAWDOWN USING CODES PROVIDED ACCORDING TO AGREED PROCEDURE.

LEDGER TO LEDGER &/OR SWIFT MT103 WIRE TRANSFER SAME DAY VALUE AS
PAYMENT BY
PER THE ENDORSED PAYMENT GUARANTEE LETTER (PGL).

IT'S AGREED THAT AMOUNTS AND TIMING OF TRANCHES ARE DEFINED BY THE BANK
NOTE
OFFICERS, AND SET BY EURO-ZONE BANKING RULES AND REGULATIONS.

PROCEDURES:

1. Investor/Sender and Developer/Receiver execute, sign and seal this deed of agreement, which thereby
automatically becomes a full commercial re-course contract.
2. Each party to this agreement represents that it has full legal authority to execute this agreement and that each
Party agrees to be bound by the terms and conditions set forth herein. Each Party agrees that this Agreement
may be executed simultaneously and electronically by and between parties which should and will be deemed as
original.
3. The Receiver accepts the Payment Guarantee Letter (PGL) and electronically signs and seals the same.
4. The PGL and this agreement will be emailed by the Receiver or his Representative to the Sender.
5. Within 24-48 hours the Sender Bank will issue and transmit a Brussels SWIFT MT202 to notify the Receiver Bank
of the first tranche.
6. Upon the Receiver Bank receipt of the SWIFT MT202, they shall reply to the Sender Bank in acknowledgement
and that they are ready to receive, and communication bank to bank is open.
7. The Sender uploads the first tranche to IP and Server ID.
 8. The Receivers bank officer shall provide the Sender bank officer all necessary account and officers details
(including name of account holder, phone and/or direct bank officer details, beneficiary codes, etc.) to upload
the funds to the receiver’s bank Ledger account by the Sender’s bank officer.
9. Upon the above information being received, the Sender’s officer will upload the funds to the common account
and on success will provide to the receiver's bank officer a secure copy of the transmission slip with the details of
the transfer (account, beneficiary, amount, transaction code etc.) for the ledger to be downloaded to the
Receivers account by their bank officer.
10. The respective bank officers together with the account holders will adhere to the further tranches per the
tranching schedule, otherwise they shall determine the tranche schedule of this transaction (if applicable) and
will communicate any receiving codes, files and documentation after accepting and successful verification of the
loaded funds in the receiver’s common account.
11. As shown in the tranching schedule the first tranche shall be €49,000,000.00 FORTY-NINE MILLION EUROS and
upon successful receipt and crediting of the account of the Receiver by the aforementioned processes, the
Receiver shall, within three banking days, distribute the agreed sum to the Senders designates via Ledger to
Ledger or SWIFT MT103 wire Transfer, and furnish a screen shot or copy to the Sender, with further tranches
following exactly the same procedure.
12. In general, and in conclusion therefore, the Receiver shall arrange and instruct their bank officer to transfer to
the Sender and their bank officer, relevant information, documents etc., including due and payable funds from
each tranche, as per the executed PGL, upon successful delivery of funds to their account and as per the
designated respective account set forth in the PGL.

The funds sent from the beneficiary in this agreement are clean, clear funds, free of any levy, liens or encumbrances and
noncriminal origin and has history free of any tax or fees.

Note 1: If SWIFT remains in the Receiver’s central bank, Common account, or Receiver’s Account, The Receiver will be
obliged to follow up on receiving the SWIFT. Note 2: After signing this agreement, the Receiver is obliged to register this
contract in his bank on the date of the contract.

DECLARATIONS

1. SENDER’S Statement:

The SENDER represents and warrants that they, the SENDER, are the legal owner of the cash funds which are clean clear
funds of non-criminal origin, levy-paid and legally earned AND ARE FREE OF ANY LIEN AND ENCUMBRANCES. By
execution of this agreement, the Sender represents and warrants that they provide the RECEIVER full legal authority to
receive cash funds for investment in their projects at their own will and wish.

2. RECEIVER’S Statement:

The RECEIVER will make pre-arrangements at its Fiduciary Bank and the necessary filings with the Local Authorities
concerned to satisfy all compliance and regulatory requirements to ensure the success of this transaction. The RECEIVER
makes arrangements to meet all tax obligations in relation with this transaction before disbursement of and Dividend.
 1. MISCELLANEOUS:

1. The implementation of this Agreement shall be carried out by persons who have full authorization.
2. This Agreement shall be binding to the benefit of each party’s respective Successors and permitted Assigns. No
other person shall acquire or have any right under or by virtue of this partnership agreement.

1. This Agreement shall NOT be subjected to any changes, either orally or modified, amended, or supplemented
without an expressed written agreement executed by the other party hereto.

1. This Agreement has been prepared in 2 (two) copies, based on the mutual consent of the Parties, one of which
will be kept by the SENDER, the other one by the RECEIVER. Each of which shall be deemed as original.

1. If one part of the Agreement becomes void, the remaining part of the Agreement is still valid.

1. If one of the Parties changes its legal address and bank details, the other Party should be immediately informed
about.

1. The information and notices to be submitted by the Parties should be in writing.

1. Any annexes and addendums that may follow will be considered as integrated and binding parts of this DOA as
long as it will bear the same above coordinates of this transaction.

1. HOLD HARMLESS PROVISION: Upon counter-signing this Agreement, all the consultants and or intermediaries
shall have no liability whatsoever towards the Parties, neither the authorities, nor the governmental bodies, on
account of default under this Agreement by the Parties. No person except the Parties shall be liable under any
theory of Agreement, strict liability, negligence, misrepresentation, or other legal equitable theory for any loss
of damage of any nature incurred by the Parties and their consultants or intermediaries in the performance of
the Agreement between the Parties. Consultants or Intermediaries shall not be liable to Party, either
individually or collectively for any special, incidental, or consequential (indirect) or contingent damages such as
but not limited to violation of local or International Rules and regulations as well as loss of profit, loss of
opportunity, loss of business, etc. wherever applicable.

1. DOCUMENTATION AND FILINGS:

Both parties agree that details of the investment projects will be documented by separate agreements and filed
individually with local authorities as legally required.
 1. ENFORCEABILITY:

This AGREEMENT constitutes the legal, valid, and binding obligation of such party enforceable in accordance with its
terms.

1. 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.

1. ASSIGNMENT:

Neither SENDER nor RECEIVER can assign this Agreement to any other third party. This Agreement is strictly a binding
contract between the two PARTIES.

1. AMENDMENT:

This AGREEMENT cannot be amended, altered, or modified except upon the unanimous and notarized written consent of
both SENDER and RECEIVER. Yet neither SENDER and RECEIVER is empowered to amend or modify ANNEX B which is
IRREVOCABLE, or would they be allowed to cancel, make any amendments or modify this Agreement in part or in whole,
which will result in changes that will affect or alter the rights and/or interests of the beneficiaries stipulated in ANNEX B
of this Agreement.

1. NON-CIRCUMVENTION & NON-DISCLOSURE:

The parties herein agree the non-circumvention/non-disclosure rules of all issues from ICC, and the latest edition shall
apply to the transaction with extensions and rollovers if any for a period of (5) five years from the date of execution of
this agreement by the undersigned, his/her assigns, agents, and/or heirs. All details of transaction must be kept as
confidential.

1. FORCE MAJEURE:

WHEREAS the Parties hereto with full corporate responsibility, under the penalty of perjury, undertake that they will
upon the execution of this Agreement, complete its contractual obligations, except on circumstances of force majeure.
Neither Party to this Agreement shall be responsible for Breach of Contract caused by an act of God, Civil Insurrections,
Military War Operation, or local Emergency. The Parties hereby accept the Provisions on the “FORCE MAJEURE” as
defined by ICC, Publications.

1. ARBITRATION:
The Parties agree to settle any dispute arising between them on an amicable manner. In the event of failure to an
amicable settlement, the Parties agree to submit any irreconcilable to ICC office in Geneva, Switzerland, by three
arbitrators appointed in accordance with ICC rules.

1. AGREEMENT EXECUTION:

Each party to this Agreement represents that it has Full Legal Authority to execute this Agreement and that they are to
be bound by the Terms and Conditions set forth herein. Each party agrees per this Agreement shall be executed
simultaneously by and between Parties via Email which shall be deemed as Original. All statements made by either party
is made under penalty of perjury. This Agreement shall become effective upon execution by the Parties hereto.

Annexes will be documented as separate riders. The terms and conditions of this agreement will apply to the transaction
contemplated in such annexes. These annexes will constitute an inseparable part of this Investment Agreement and will
remain legally binding on both parties once executed.

DT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract, and as applicable, this Agreement

shall incorporate:

U.S. Public Law 106-229, Electronic Signatures in Global and National Commerce Act'' or such other applicable law conforming to the UNCITRAL Model Law on

Electronic Signatures (2001); • ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade

Facilitation and Electronic Business (UN/CEFACT); and EDT documents shall be subject to European Community Directive No.95/46/EEC, as applicable.

Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no

manner delay the Parties from performing their respective obligations and duties under EDT instruments.

ANNEX A: SENDER’S PASSPORT

Receiver:Sender:
ANNEX C: SENDER’S CORPORATE CERTIFICATE
Receiver:Sender:
ANNEX D: RECEIVER’S PASSPORT
Receiver:Sender:
ANNEX D: RECEIVER’S CORPORATE CERTIFICATE
Receiver:Sender:
 SIGNATURES OF THE PARTIES

FURTHERMORE, WE, THE UNDERSIGNED PARTIES, HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF PERJURY
AND FRAUD THAT THE INFORMATION PROVIDED BY US HEREIN IS ACCURATE AND TRUE, AND BY AFFIXING OUR
SIGNATURES/INITIALS/SEALS TO THIS AGREEMENT, WE ATTEST THAT OUR RESPECTIVE BANK-OFFICERS ARE FULLY
AWARE OF, HAVE APPROVED AND ARE READY PROCEED WITH THIS TRANSACTION.

IN WITNESS WHEREOF, the Parties have hereto executed this Agreement,

_______________________________________________ Date: ____________________________

PARTY-A/INVESTOR/SENDER: PEARL ASSET MANAGEMENT PTY LTD

Name: CALLUM EDGAR RUSSELL

Title: DIRECTOR

Passport No.: LT023594

Issued Country: NEW ZEALAND

Issued Date: 06 NOV 2018

Expiry Date: 06 NOV 2028

_______________________________________________ Date: 27-Feb-2025

PARTY-B/DEVELOPER/RECEIVER: SABRA DI COSTA S.A. DE C.V.

Name: CESAR OSWALDO NERIO ALANIS

Title: DIRECTOR

Passport No.: G24210141

Issued Country: MEXICO

Issued Date: 01 MAR 2017

Expiry Date: 01 MAR 2027

<<<<<< END OF DOCUMENT >>>>>>

Receiver:Sender: