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PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

AGREEMENT NO.: NPSRGBV-XXX<RECEIVER>-S2S-300T-01/06052023


DATE: 05th OCTOBER , 2024

SERVER TO SERVER (S2S) M0 CASH TRANSFER

PARTNERSHIP AGREEMENT .
No. NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER
ON M0 CASH TRANSFER VIA LEDGER-TO-LEDGER (L2L)

Between

NEWPROJECTS S.R.G BV
AS INVESTOR

And

ERA FINANCES REAL ESTATE INVESTMENTS GMBH


AS PARTNER

REFERENCE CODE 41574592 NPSRGBV/ERA-S2S-300T UNION-05102024

PARTY-A: Page 1 of 20 PARTY-B:


PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

AGREEMENT NO.:NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER


DATE: 05th OCTOBER , 2024

This Deed of Agreement on investment and financial co-operation (hereinafter referred to as the
Agreement No NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER
with the volume of investments
€300,000,000,000,000.00 (THREE Hundred Trillion Euro), with rolls and e tensions (R E) are entered
into this on 05 ST OCTOBER , 2024 by and between the following parties:
FIRST PARTY A: “INVESTOR”::

COMPANY NAME : NEWPROJECTS S.R.G BV


PRINS WILLEM ALEXANDERIAAN 3, 117ILA.
COMPANY ADDRESS : BADHOEVEDROP, AMSTERDAM, THE NETHERLANDS.
INCORPORATE REG. 58734791
:
NUMBER
REPRESENTED BY : M.S. HELEN GAITRIE NAKCHEDI

CORPORATE TITLE :
PASSPORT NUMBER : NUF6F5244

DATE OF ISSUE : 03rd JUNE 2016


DATE OF EXPIRY : 03rd JUNE 2026
PLACE OF ISSUE : NETHERLANDS
INVESTOR / SENDER BANK DETAILS

BANK INSTITUTION : CITIBANK NA ZURICH

BANK ADDRESS : SEESTRASSE 25, 8021 ZURICH, SWITZERLAND

ACCOUNT NAME : NEWPROJECTS S.R.G BV

BANK SWIFT CODE CBWCHZZXX


CURRENT ACCOUNT 7011854001
:
NUMBER
BANK OFFICER NAME : Ms. JANE FRASER
BANK OFFICER TELEPHONE : +41 44 205 71 xxxx / 441 44 202 xxxx
NO.
FUNDS ORIGIN : US44328MAF14

TRANSACTION ID : JSC4011MNT

IMAD : 487NA

REFERENCES NO. : GBM-53116-9

PARTY-A: Page 2 of 20 PARTY-B:


PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

AGREEMENT NO.: NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER


DATE: 05th OCTOBER , 2024
UTR : SC202MNT /
DTC NOSTRO ACC NO.
: 1140 500 7774
/IBAN
SERVER ID : AS45237

SERVER IP : 194. 41. 94. 79 / 194. 41. 90. 61/ 194. 41. 64. 171 / 194. 41. 69. 2

BLOCKING CODE : CITIBANK CH/AS 4.144/032/12


OPERATION COMMON 144A/053273084
:
CODES
PASSWORD/I.D : 00445283340

INTERBANK BLOCKING CODE : 144A: S:G4639DVY8

LTL: A/C DBAG : 144A: 44328MAFI

ACCESS CODE : US 44328MAF 14

ISIN : GP005405286

CUSIP : 005405286
TRANSACTION REFERENCE : SC202MNT
AGREEMENT AMOUNT : €300,000,000,000,000.00 (THREE Hundred Trillion Euro)
CURRENCY : EURO
EURO-ID : 4323156200011

with full legal and corporate authority to sign this Agreement (hereinafter referred to as Party-A /
INVESTOR);

And

PARTY-A: Page 3 of 20 PARTY-B:


PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

AGREEMENT NO.:NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER


DATE: 05th OCTOBER , 2024

REFERENCE CODE 41574592 NPSRGBV/ERA-S2S-300T UNION-05102024


SECOND PARTY B: “PARTNER”:

AGENT NAME: ERA FINANCES REAL ESTATE INVESTMENTS GMBH

GESCHAFTSANSCHRIFT HAHNSTSTRASE 68-70, 60528


ADDRESS: FRANKFURT, GERMANY

INCORPORATION # HRB-117761 – 07-01-2020

REPRESENTED BY MR. ABDEL RANI ETTAOUKI - DIRECTOR

PASSPORT NO. 15CK80917

ISSUED DATE 13 08 2015

DATE OF EXPIRY 12 08 2025

ISSUED PLACE FRANCE

BANK NAME: DEUTSCHE BANK AG

BANK ADDRESS: TAUNUSANLAGE 12, 60262, FRANKFURT AM MAIN, GERMANY

ACCOUNT No (EUR):/IBAN 0663502300 / DE64 5007 0024 0663 5023 00

ACCOUNT NAME: ERA FINANCES REAL ESTATE INVESTMENTS GMBH

SWIFT CODE: DEUTDEDBFRA

BANK OFFICER’S NAME: JAMES VON MOLTKE

BANK TELEPHONE: T- + 069 910 34055 F- + 069910 35754

E-MAIL: james.vonmoltke@db.com

REFERENCE
E-MAIL: CODE: 41574592-NPSRGBV/ERA-S2S-300T-UNION-05102024

with full legal and corporate authority to sign this Agreement (hereinafter referred to as Party-B /
PARTNER) on the other hand, both to get her and individually here in after referred to as the

"Parties" conclude an agreement of such content, hereinafter referred to as the “Agreement":

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PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

AGREEMENT NO.: NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER


DATE: 05th OCTOBER , 2024
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 the Parties hereto are desirous of entering into this Agreement for the purpose of
developing own investment projects contemplated herein for the mutual benefit only and not for
other purposes whatsoever.
WHEREAS both Parties hereto warrant that the currencies to be transacted, for making the
investments, are all good, clean and cleared funds of non-criminal origin, without any traces of
illegality or unlawfulness whatsoever.
WHEREAS each Party hereto declares that it is legally empowered, fully authorized to execute and
accept this agreement, as well as agrees to be bound by its terms and conditions under the penalty
and other consequences.
WHEREAS Investor through its fiduciary bank, where the final agreements will be lodged in and
assigned to, confirms and warrants that it has the financial capacity of EURO -Funds and EURO -Funds
to transact under this Agreement.
WHEREAS the Parties hereto with full corporate responsibility, under the penalty of perjury, declare
that they will upon the execution of this Agreement complete the transaction contemplated herein,
except on circumstances of force majeure and government sanctions, if such appear. The parties
hereto 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 use and choose whatever
company more suitable to carry out this assignment, to successfully complete the present transaction.

1. SUBJECT OF AGREEMENT.
1. In accordance with the provisions of this Agreement and general principles and regulations of
the management of the financial resources the Investor instructs, and the “Partner” undertakes to
manage investment plans accepted by parties and invested by Investor by this Agreement.
2. The Investor's financial resources made available to the “Partner” hereinafter referred to as the
"Investments".
3. According to the laws of and for execution of the Law of About the regime of foreign
international investing for two parties, the subject of this Agreement is a joint investment activity
of the Partners, which is not connected with creation of new legal entities, on the following
directions: investments in commercial sphere, social, innovative projects etc.
4. The High Contracting "Parties", in order to strengthen bilateral friendly international relations
are intended to cooperate in the following make own projects at the expense of own funds and

financial opportunities as well as attracting involving partners.

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PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

AGREEMENT NO.: NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER


DATE: 05th OCTOBER , 2024
1.4.1. Promoting involvement in the real economy,
/ and private regional priority investment
projects.
1.4.2. Promoting a balanced and sustainable growing system of financial support for projects and
programs in priority areas.
1.4.3. Minimizing investment and commercial risks involved in the implementation of projects.
And also, can carry out reinvestment in the objects of the primary investment and other objects of
investment and reinvestment.

2. JOINT ACTIVITIES OF THE PARTIES.


1. We, the undersigned Parties, hereby with full legal and corporate responsibility, under penalty
of perjury, confirm that Investor is ready, willing, and able the investments, and the Partner is
ready to receive the investments and to make at the mutually agreed terms and conditions
hereof.

2. For realization of the investment programs the Parties bring the foreign investment in
convertible currency during validity hereof according to the schedule fixed by the Parties,
agreed currency amounts and tranches, which are reflected in additional agreements hereto.

3. The Parties can extend kinds and spheres of investment activity and if necessary, make the
Additional agreements.

4. Addendum and changes may be brought to this Agreement by mutual agreement of the
Parties, which are to be formed by separate protocols, which, after the signing of “Parties”,
are considered as integral part hereof.

3. RIGHTS AND DUTIES OF THE PARTNERS.


1. Party-A and Party-B for the purposes of fulfilment hereof:
1. Develop investment activity for its economic and technical projects.
2. Conclude contracts, agreements, and other agreements necessary for realization of their
investment programs.
3. Acquire export-import quotas and licenses for export and import of commodities and
products.
4. Provide each other with all necessary legal, financial and other documents, related to the
fulfilment hereof.
5. Invest money in their own projects during validity hereof according to their current legislation.
6. Carry out economic activity to fulfil own investment programs, make debt liquidation on all
kinds of expenses, payment of commodities and services, transfers facilities for payment of
salaries and other types of rewards, cover all kinds of charges.

7. Attract other legal entities and individuals for the fulfilment of their investment programs

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AGREEMENT NO.: NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER


DATE: 05th OCTOBER , 2024
under the present Agreement at their sole /decision.
8. Are to provide each other with necessary assistance.
9. Are to follow and observe the terms and conditions hereof.
10. Are obligated to keep in a secret all business, technical and commercial information related to
implementation hereof.
11. Can invest additional investments during the validity period of the present Agreement, and
also can carry out reinvestment in primary investment projects and other investment and
reinvestment objects.
2. Party-A for the purposes of fulfilment hereof:
1. Develops the directions of own investment activity with its economic and technical ground.
2. Concludes contracts, agreements, and other agreements necessary for realization of its
investment programs.
3. Acquires export-import quotas and licenses for export and import of commodities and
products.
4. Provides Party-B with all necessary legally, financial and other documents, related to the
fulfilment hereof.
5. Can invest money during validity of this Agreement according to the current legislation.
6. Carries out economic activity to fulfil 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.
7. Attracts other legal entities and individuals for realization of the investment programs under
the present Agreement.
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 fulfilment hereof:
1. Develops the directions of own investment activity with its economic and technical ground.
2. Concludes contracts, agreements, and other agreements necessary for realization of its
investment programs.
3. Acquires export-import quotas and licenses for export and import of commodities and
products.
4. Provides Party-A with all necessary legally, financial and other documents, related to the
fulfilment hereof.
5. Can invest money during validity of this Agreement according to the current legislation.
6. Carries out economic activity to fulfil own investment programs, makes debt liquidation on all

kinds of expenses, payment of commodities and services, got by each of the Parties, transfers

PARTY-A: Page 7 of 20 PARTY-B:


PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

AGREEMENT NO.: NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER


DATE: 05th OCTOBER , 2024
facilities for payment of salaries and other types
/ of rewards, finance all kinds of charges.
7. Attracts other legally entities and individuals for realization of the investment programs under
the present Agreement.
8. Attracts investments and financial assets, including credit and loan facilities of residents and
not residents aimed on execution of investment activity.
4. TOTAL VOLUME OF INVESTMENTS AND ORDER OF FINANCING:
Now therefore in consideration as herein set out and in consideration of the understanding, as well as
of here good valuables purposes, the adequacy and receipt of which is hereby acknowledge by Parties
as follows:
Party-A ready to start project financing in the volume and follows the sequence:
The Party-A provides Party-B with funding necessary for implementation development projects through
their own EURO currency funds as per below Detail of the transaction.
1. DETAILS OF TRANSACTION:
SERVER TO SERVER MO CASH TRANSFER
Agreed Instrument : SERVER TO SERVER MO CASH TRANSFER
Total Face Value : €300,000,000,000,000.00 (Three Hundred Trillion Euro) WITH R & E
First Tranche : €150,000,000,000.00 (One hundred and fifty trillion Euros)
Purpose Of Funds : Investment and Projects Funding
Next Tranches : To Be Advised
Issuing Bank : CITIBANK NA ZURICH
Sender: : REFER PGL WHICH IS A PART OF THIS AGREMENT
Receiver: : REFER PGL WHICH IS A PART OF THIS AGREMENT
Intermediaries: : REFER PGL WHICH IS A PART OF THIS AGREMENT

Payment Mode & Duration : To Be Advised BY SENDER MANDATE

2. DETAILS OF TRANSACTION:
PROCEDURES:
PROCEDURE (FUNDS ARE INSIDE bank GLOBAL SERVER
1 . PROVIDER AND RECEIVER EXECUTE, SIGN AND SEAL THIS DEED OF AGREEMENT WITH THE
1. DISTRIBUTION
PARTY A AND PARTY
OF THE B SIGNS
FUNDS ASALL DOCUMENTS
STATED AND AGREEMENTS.
COMMISSIONS, WHICH THEREBY AUTOMATICALLY
BECOMES A FULL COMMERCIAL RECOURSE CONTRACT. THIS SERVICE IS FOR BANK
2. CUSTOMERS WHO
ALL SERVER REQUIRE
DETAILS WILLCONFIDENTIALITY AND
BE EXCHANGED. (ON IT ISON
ZOOM NOT A TELEGRAPHIC
DAY OF WORK) OR SWIFT
TRANSFER.
1. Sender will send his
A. SERVER IP

B. USER NAME
PARTY-A: Page 8 of 20 PARTY-B:
PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

AGREEMENT NO.: NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER


2.
DATE: 05th OCTOBER , 2024
C. PASSWORD
- RECEIVER IS OBLIGATED TO PROVIDE TO SENDER THE NECESSARY DETAILS (NAME OF REAL
HOLDER
2. Receiver
ACCOUNT, must login
PERSONAL into GLOBAL
DETAILS, SERVERDIRECT
PHONE AND/OR WITH BANK OFFICER DETAILS //ACCOUNT,
Username and Password and see the funds himself.
BENEFICIARY
CODES, PASSWORD, ID CODE ETC) FOR THE UPLOAD OF THE FUNDS TO THE COMMON ACCOUNT BY
THE

PROVIDER'S Sender
BANKprovides
OFFICER.the Global server login details and IP corresponding to login.
3 .• Receiver needs to login with the details provided and verify the funds and
download
- UPON the agreed
THE ABOVE tranche.
PROVIDER R’S BANK OFFICER WILL UPLOAD THE FUNDS TO THE COMMON

ACCOUNT Once Receiver download the funds. Receiver should share the screenshot shot of
ANDtheON
fileSUCCESS WILL PROVIDE TO THE RECEIVER A SECURE COPY OF THE SERVER SLIP WIT THE
downloaded.
DETAILS OF
• Sender will verify the file and provide the final and release codes.
THE TRANSFER (ACCOUNT, BENEFICIARY, AMOUNT, ID CODE, TRANSACTION CODE ETC).
4 .• Receiver can start converting the funds using codes provided.

- UPON THEReceiver should
RECEPTION OFstart
THE releasing
SLIP CODEthe
ANDpayout within the agreed
THE SUCCESSFUL timeframe
DOWNLOADING OF(4-6
THEhrs)
FUNDS,
as per the BANK
RECEIVER’S PGL signed.
OFFICER IS RESPONSIBLE TO BLOCK AND WITHIN FIVE DAYS TO RE-DISTRIBUTE,
FOR• RE- Once payout is complete. Sender and Receiver can start another transaction.
INVESTMENT PURPOSES, THE FUNDS VIA SWIFT MT103, 50% (FIFTY PERCENT) ACCORDANCE WITH
THE TERMS
NOTE WELL
OF THIS AGREEMENT DESIGNATED BY THE PROVIDER, AND IMFPA OF THE AMOUNT RECEIVED TO THE
SENDER'S OPERATOR
ACCOUNT(S) DESIGNATEDMUST OPEN
BY THE THE GLOBAL
PROVIDER, SERVER
40% (FORTY AT THE SET
PERCENT) + 5%WINDOW TIME AND
TO THE RECEIVERS
GIVE REMOTE
ACCORDANCE ACCESS TO RECEIVER'S BANKER TO START CONVERTING IMMEDIATELY.
WITH THE TERMS OF THIS AGREEMENT AND IMFPA OR PGL
MISSCELLANEOUS:
- MAXIMUM DAILY TRANCHE THAT BE CONVERTED IS - $1T. -
OUR SERVER IS ALWAYS OPEN, BUT A SET WINDOW TIME SHOULD BE ARRANGED
FOR A SUCCESSFUL TRANSACTION.

1. Investor sends the Agreement to Receiver for reviewing.


2. Receiver reviews the Agreement and returns signed/sealed Agreement to Investor if
acceptable.
3. Pay-out will be done to all personals on or before 72 hours.
5. TARGETED USE OF THE FUNDS THEIR DISTRIBUTION.
1. Investment in the projects
2. Development of several companies to work with, in the field of exports and imports in
Western and Eastern Europe etc. Consulting services for the support and implementation
of credit lines.
3. All the necessary documents on the distribution of funds, will be an integral part of this
Agreement, and will. be additions to the granting of this Agreement.
6. CONFIDENTIAL INFORMATION AND SECURITY.

1. In connection with present Agreement, the Parties will provide each other with the

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PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

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DATE: 05th OCTOBER , 2024
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, either directly or indirectly to any person or entity
during the term of this Agreement or any 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. 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 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.
7. 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.
8. COMMUNICATION.
1. Communication with banks will be limited to those between the Investor’s and Partner’s and
only by between authorized officers/representatives, including principals of the Investor and
the Partner, 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
legally purpose.
9. VALIDITY.

Once this Agreement is signed by both Parties the transaction shall begin within three (3) banking days

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DATE: 05th OCTOBER , 2024
or sooner, excluding Saturdays and Sunday and any/bank holidays.
10. 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 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 fax and/or e-mail copies
of this Agreement shall be deemed original.
4. The commission payable under this Agreement is to be distributed in accordance with the
Irrevocable Fee Protection Agreement.
11. 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.
12. TERM OF AGREEMENT.
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 effectors 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.
13. 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.
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.
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

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DATE: 05th OCTOBER , 2024
procedure is to be followed.
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 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 law.
14. 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.
15. SIGNATURES OF THE PARTIES:
With full legal, and corporate authority to sign this Agreement, the INVESTOR & PARTNER Agrees on
above conditions & append their signature as below in complete acceptance of above terms &
conditions-
NOW, THEREFORE, it is agreed as follows:
WHEREAS, are individually known as Investor and Partner and jointly known as Parties; and
WHEREAS Investor is holding an account with cash funds to be transferred to Partner 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, in accordance with the terms
and conditions in this Agreement:
and
WHEREAS, Partner has further made arrangement with a third party (hereinafter referred to as
Facilitator), to facilitate the execution of the said delivery of cash funds for investments and Partner
and Facilitator shall authorize and instruct their designated Trustee to receive said funds and proceed
on the agreed distribution and transfer of cash funds, in accordance with the terms and conditions in
this Agreement.

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DATE: 05th OCTOBER , 2024
IN WITNESS WHEREOF, the Parties have hereto executed
/ this Agreement, o n05, OCTOBER ,2024

FOR AND ON BEHALF OF PARTY-A (INVESTOR / FOR AND ON BEHALF OF PARTY-A (PARTNER /
SENDER) RECEIVER)
NEWPROJECTS S.R.G BV ERA FINANCES REAL ESTATE INVESTMENTS GMBH

REPRESENTED BY : M.S. HELEN GAITRIE REPRESENTED BY: : MR. ABDEL RANI


NAKCHEDI ETTAOUKI
PASSPORT : PASSPORT :
NUF6F5244 15CK80917
NUMBER: NUMBER:
DATE OF ISSUE : 03rd JUNE 2016 DATE OF ISSUE : 13 08 2015
DATE OF EXPIRY: : 03rd JUNE 2026 DATE OF EXPIRY: : 12 08 2025
COUNTRY OF : COUNTRY OF :
NETHERLANDS FRANCE
ISSUE: ISSUE:

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DATE: 05th OCTOBER , 2024
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
INSTRUMENT 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 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 pay outs to
Beneficiary will be listed in IMFPA forming part of PGL which has been executed separately, mode of
payment to be advised by Beneficiary Mandate, at the time of settlement of each and every tranche of
the transaction. The said PGL/IMFPA shall remain an integrate part of this Agreement between Receiver
and Investor. said PGL/IMFPA shall remain in effect until this transaction, including any renewals,
extensions and additions are fully completed.
ARBITRATION: 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 to any act or way relating to agreement shall be settled by the
arbitration in accordance with 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, and 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 none 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 duded 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 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 are 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
authority to execute this pay order.
This irrevocable pay order will come 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 investment to designated bank account of company nominated of: The
Receiver should do Disbursement to “Party-A” in accordance to instructions received from Beneficiary
Mandate, upon full clearance of said transferred funds, Receiver authorized, and instructed trustee
distributes and transfers cash funds for investments via as per 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 notice(s) exchanged by the parties hereto, shall to the first mentioned address(s) herein or

as may be attached by addenda hereto. A facsimile or electronically transferred copy duly signed by

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PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

AGREEMENT NO.: NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER


DATE: 05th OCTOBER , 2024
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 are 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”.
DISCLAIMER
This is a privileged communication within the ambit of “Lawyer’s Client Relationship” containing
confidential information which cannot be used as evidence against the “Parties”. This shall not be
construed to be 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 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 in these areas, including, the Treasury Department (including the
Department’s Office of Foreign Assets Control (OFAC)), the Federal Reserve Board of Governors and
others.

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any
provisions of this Contract, and as applicable, this Agreement shall incorporate:
U.S. Public Law 106-229, Electronic Signatures in Global and National Commerce Act'' or such other
applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001);
• ELECTRONICCOMMERCE 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.

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PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

AGREEMENT NO.: NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER


DATE: 05th OCTOBER , 2024
/
ANNEX 1: INVESTOR / SENDER’S PASSPORT COPY

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PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

AGREEMENT NO.: NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER


DATE: 05th OCTOBER , 2024
/ CERTIFICATE OF INCORPORATION:
ANNEX 2 (1/2): INVESTOR / SENDER’S

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PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

AGREEMENT NO.: NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER


DATE: 05th OCTOBER , 2024

ANNEX 2 (1/2): INVESTOR / SENDER’S CERTIFICATE OF INCORPORATION:

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PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

AGREEMENT NO.: NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER


DATE: 05th OCTOBER , 2024

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PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

AGREEMENT NO.:NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER


DATE: 05th OCTOBER , 2024

ANNEX 2: INVESTOR / SENDER’S PROOF OF FUND (1/1):

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PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

AGREEMENT NO.:NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER


DATE: 05th OCTOBER , 2024

ANNEX 3: PARTNER’S / RECEIVER’S PASSPORT COPY:

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PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

AGREEMENT NO.: NPSRGBV-ERA/300T/05102024-300T-DB-CB/SERVER TO SERVER TRANSFER


DATE: 05th OCTOBER , 2024
/
ANNEX 4: PARTNER’S / RECEIVER’S COMMERCIAL REGISTRATION CERTIFICATE COPY (1/2)

***** END OF DOCUMENT *****

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