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DRAFT DEED OF AGREEMENT

This is an AGREEMENT for a DLC for the total face value of USD Twenty Million ($20 M)and is entered
into on this date of 21 DEC 2022 between the following Parties

The DLC APPLICANT:

Company Name
Address
Represented By
Position
Passport no.
Registration no.
E-mail

The PROVIDER:
Company Name TONINO MOTORSPORT GmbH
Address Wilhelmstaße 24, 80801 Müchen , DEUTSCHLAND
Represented By ALEXANDER WILHELM CORSTEN
Position DIRECTOR
Telephone / Fax TBA
Passport no. LF08MG9C4
Registration no. HRB 202523
E-mail

Hereinafter referred to as "PROVIDER", on the other part, or if the RECEIVER and the PROVIDER
collectively, then hereinafter referred to as the "PARTIES".

WHEREAS. The RECEIVER desires to receive USD TWENTY MILLION DLC from the Provider.
RECEIVER confirms with full corporate and legal responsibility that funds available to fulfill the
requirements for the provision of this instrument is ready and RECEIVER further confirm to cooperate with
the PROVIDER.

WHEREAS. The PROVIDER desires to PROVIDE, transfer and assign all rights, title and interest of the
DLC available to it to the RECEIVER. Provider represents and warrants that it has the ability and resource
to arrange through associates, contacts and sources, with full corporate responsibility, financial instrument in
the term of assignments to be provided to RECEIVER. Provider hereby declares under penalty of perjury
that the DLC will be backed by funds that are good, clean, clear, and free of noncriminal origin, the DLC
will be free and clear of all liens, encumbrances and third party interests.

I, XXXXXXXXXXX and Authorized Signatory of XXXXXXXXXXXXXXXXXXX

do hereby confirm with full legal, personal and corporate responsibility and authority, under penalty of
perjury, irrevocably, unconditionally that we are ready, willing and able to receive the following bank
instruments, under the terms and conditions described below, with good, clean, clear funds of non-criminal
origin, free of any liens or encumbrances whatsoever.

NOW THEREFORE, The RECEIVER has agreed to RECIEVE the DLC at 6%+2% of Face Value for the
instrument requested and Provider has agreed to PROVIDE the DLC to Receiver and both Parties hereby
agree to the following terms stated below:

DESCRIPTION OF BANK INSTRUMENT :

Receiver Initials: Provider Initials:

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Type of Instrument : Documentary Letter of Credit, cash backed

Age: Fresh cut
Term: XXX Days
Interest rate : Zero percent (0%)
Issuing bank: HSBC
Amount : USD 20 MILLION
Currency; UNITED STATES DOLLAR
Price: 6 % of the face value + 1% + 1%
Intermediary Fee : 2% to be shared 50/50 basis by both parties
Payment : By unconditional swift wire transfer- MT103 or T/T
Delivery: Email advise followed by DLC MT 700
Beneficiary of DLC:

TRANSACTION PROCEDURES:

PROCEDURE

1. Contract signed with DLC Sample documents provided by receiver

2. Receiver pays USD 50,000 fee
3. On receipt of payment Email pre advise is sent to Receiver bank officer
4. DLC MT 700 done under UCP 600; Uniform Customs and Practice for Documentary
Credits, Latest Revision.
5. Payment of agreed amount (6+2) to designated accounts

ISSUING BANK DETAILS FOR ISSUING MT700

BANK NAME : HSBC Trinkaus & Burkhardt AG

BANK ADDRESS : Königsallee 21, 40212 Düsseldorf, Deutschland

Account Number
SWIFT CODE : TUBDDEDDXXX
IBAN NO. DE32 3003 0880 0750 5990 36
ACCOUNT NAME : TONINO MOTORSPORT GmbH
ACCOUNT NUMBER :
BANK TEL NUMBER : +49 211 910-0
BANK EMAIL : +49 211 910-616

REF

Provider reserves the right to change his receiving bank coordinates

PROVIDER'S BANKING COORDINATES TO RECEIVE ISSUING CHARGES AND MT103

Receiver Initials: Provider Initials:

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BANK NAME : Wise

BANK ADDRESS : TransferWise, 30 W. 26th Street, Sixth Floor, New York, NY, 10010,
United States
SWIFT CODE : CMFGUS33
ACCOUNT NAME : LOYOLA MUKOBI
ROUTING NUMBER : 084009519
ACCOUNT NUMBER : 9600010601914063

RECEIVER'S BENEFICIARY BANK DETAILS TO RECEIVE MT700

BANK NAME :

BANK ADDRESS :
LOCAL BANK ADDRESS
SWIFT CODE :
IBAN NO.
ACCOUNT NAME :

BENEFICIARY :
ACCOUNT NUMBER :
BENEFICIARY ADDRESS
BANK OFFICER NAME & TITLE:
BANK OFFICER TEL NUMBER :

BANK OFFICER EMAIL :

REF

Receiver reserves the right to change his paying bank coordinates

RECEIVER'S PAYING BANK DETAILS TO PAY ISSUING CHARGES AND MT103

BANK NAME :

BANK ADDRESS :

SWIFT CODE :
IBAN NO.
ACCOUNT NAME :

BENEFICIARY :
ACCOUNT NUMBER :

BANK OFFICER NAME & TITLE:

Receiver Initials: Provider Initials:

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BANK OFFICER TEL NUMBER :

BANK OFFICER EMAIL :

REF

SANCTIONS (NON PERFORMANCE)

After this contract is signed by both Sender and Receiver, and copies exchanged electronically or otherwise
by a delivery service, failure to follow the closing procedure in time and form herein is considered breach of
this contract and puts the failing party in default position to pay a onetime penalty fee of 1% of the contract
to the suffering Party. Email or facsimile transmission and copies of this document, when fully executed, are
to be considered original and binding documents.

All subsequent tranches will be based on the same procedures until collateral or funds become exhausted.

UNAUTHORIZED BANK COMMUNICATION: Neither Party is allowed to contact the Bank of the
other Party without the authorization of the Party whose bank is to be contacted.
Any unauthorized calls by any party or its representative agents / brokers / lawyers to probes or
communication in an improper way or ways indicative of direct or indirect solicitation to bank(s) in this
transaction shall be prohibited and result to contract terminated.

Notice: This is a private sale between two entities and is not to be construed as an offer of funds nor a
sale of securities as defined in the Securities Act of 1933/34.

NON-SOLICITATION The RECEIVER hereby confirms and declares that the PROVIDER, his associates
or representatives or any person or persons on its behalf has/have never ever solicited the RECEIVER, her
shareholders or associates or representatives in any way whatsoever that can be construed as a solicitation
for this transaction or for future transactions.

FORCE MAJEURE

Any delay in or failure of performance by either party of their respective obligations under this agreement
shall not constitute a breach hereunder or give rise to any claims for damages if, and to the extent that such
delays or failures in performance are caused by events or circumstance beyond the control of such party.

The term "Beyond the Control of Such Party" Include Lawful order of Government or Authority, Act of War,
Rebellion or Sabotage, 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.

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 this agreement shall be settled by the arbitration in accordance with the
arbitration laws of the ICC.

This agreement contains the entire agreement and understanding concerning the subject matter hereof and

Receiver Initials: Provider Initials:

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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. This agreement will be governed by and construed in accordance with the laws of
United Kingdom. In the event that either party shall be required to bring any legal actions against the other it
enforce any of the terms of this agreement the prevailing party shall be entitled to recover reasonably
attorney fees and costs.

SIGNATURE PAGE FOLLOWS

AS AGREED BY PROVIDER:

………………………………………………………………………………………………….
SIGNATORY
Name : ALEXANDER WILHELM CORSTEN
Title : Director
Passport No. : LF08MG9C4
Country of Issue : GERMANY

AGREED AND SIGNED THIS DATE

FOR AND ON BEHALF OF RECEIVER

___________________________________

Receiver Initials: Provider Initials:

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APPENDIX A
SWIFT MT-700 FROM PROVIDER’S ISSUING BANK TO RECEIVER’S RECEIVING BANK

Contents to be included in the Letter of Credit as given by Applicant

. FORM OF DOCUMENTATY CREDIT

: IRREVOCABLE
. DOCUMENTARY CREDIT NUMBER
: (TO BE SPECIFIED)
. DATE OF ISSUE
: (TO BE SPECIFIED)
. APPLICABLE RULES
1. UCP 600; i.e., Uniform Customs and Practice for Documentary Credits, Latest Revision.
2. S.W.I.F.T. code (Society for Worldwide Interbank Financial
Telecommunication code).
3. UCP; i.e., Uniform Customs and Practice for Documentary Credits, Supplement for Electronic
Presentation.
4. ICC INCOTERMS® 2020, Latest Revision.
. DATE AND PLACE OF EXPIRY
: 231130
. ISSUING BANK NAME AND ADDRESS
: (TO BE SPECIFIED)
. APPLICANT

64
. BENEFICIARY
:
. CURRENCY CODE, AMOUNT
: CURRENCY CODE : USD (US DOLLARS)
: AMOUNT : 20,000,000.00 USD (TWENTY MILLION USD)

Receiver Initials: Provider Initials:

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. PAYMENT LOCATION
: AT SIGHT
: PAYMENT AT SIGHT AGAINST DOCUMENTS
. PARTIAL SHIPMENT
: ALLOWED
. TRANSSHIPMENT
: NOT ALLOWED
. PORT OF LOADING
: ANY PORT IN CHINA
. PORT OF DESTINATION
: LAGOS PORT, NIGERIA
. LATEST DATE OF SHIPMENT
: 230830
. DESCRIPTION OF GOODS AND/OR SERVICES
: BUSES AS PER QUOTATION REF.NO.P22-11-01 DD 04.NOV.2022 SIGNED BY THE BENEFICIARY,
TOTAL AMOUNT : USD 20,000,000.oo
: TRADE TERMS : Ex. WORKS, FREIGHT ALLOWED TO PORT(INCOTERMS 2020)
. DOCUMENTS REQUIRED
1. INITIAL PAYMENT : COMMERCIAL INVOICE IN 1 ORIGINAL AND 2 COPIES
2. FINAL PAYMNET : COMMERCIAL INVOICE IN 1 ORIGINAL AND 2 COPIES READY TO
SHIP IN 1 ORIGINAL AND 2 COPIES
3. OTHER DOCUMENTS TO BE DELIVERED AFTER RECEIPT OF FINAL PAYMENT :
CERTIFICATE OF ORIGIN IN 1 ORIGINAL AND 2 COPIES
CERTIFICATE OF COMPLIANCE IN 1 ORIGINAL AND 2 COPIES
. INSTRUCTIONS
1. 70% OF TOTAL AMOUNT WILL BE NEGOTIATED WITH THE COMMERCIAL INVOICE
AFTER DEC.15, 2022 IN ADVANCE PAYMENT
2. 30% OF TOTAL AMOUNT TO BE NEGOTIATED WITH COMMERCIAL INVOICE AND
READY TO SHIP DOCUMENTS.
3. ALL DOCUMENTS SHALL BE ISSUED IN ENGLISH.

4. UNLESS OTHERWISE STATED IN THIS DOCUMENT, THIS DOCUMENT IS SUBJECT TO

UCP 600; I. E., UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, LATEST
REVISION.
5. ALL DOCUMENTS LISTED IN L/C MUST BE DATED, BEAR THE ISSUING INSTITUTION’S
DOCUMENTARY CREDIT REFERENCE NUMBER, AND BE SIGNED BY THE BENEFICIARY OR
MANUFACTURER.
. CHARGES
: ALL BANK CHARGES THROUGH TO THE BENEFICIARY’S BANK SHALL BE TO THE
APPLICANT. BENEFICIARY BANK’S CHARGES SHALL BE TO THE BENEFICIARY.
. PERIOD OF PRESENTATION
: WITHIN FIVE(5) BANKING DAYS OF ISSUE OF READY TO SHIP NOTICE TO APPLICANT BY
EMAIL.
. CONFIRMATION INSTRUCTIONS
: WITHOUT
. SPECIAL INSTRUCTIONS TO THE PAYING/ACCEPTING/NEGOTIATING BANK
1. 70% OF TOAL AMOUNT WILL BE NEGOTIATED WITH COMMERCIAL INVOICE AFTER
DEC.15, 2022 IN ADVANCE PAYMENT.
2. 30% OF TOTAL AMOUNT TO BE NEGOTIATED WITH COMMERCIAL INVOICE AND
READY TO SHIP DOCUMENTS.
3. UPON RECEIPT OF FULL SET OF THE REQUIRED DOCUEMENTS STRICTLY IN
ACCORDANCE WITH THE TERMS OF THIS CREDIT AND WE EFFECT PAYMENT AT SIGHT
ACCORDING TO INSTRUCTION.
. ADVISE THROUGH BANK

Receiver Initials: Provider Initials:

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: SWIFT : WFBIUS6S
WELLS FARGO BANK, N. A.
420 MONTGOMERY, SAN FRANCISCO, CA 94104, USA
. LOCAL BANK ADDRESS
: 2527 JOHN HAWKINS PKWY, HOOVER, ALABAMA 35244, USA

PASSPORT OF RECEIVER

Receiver Initials: Provider Initials:

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PASSPORT OF PROVIDER

Receiver Initials: Provider Initials:

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RECEIVER'S COMPANY REGISTRATION CERTIFICATE

Receiver Initials: Provider Initials:

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PROVIDER'S COMPANY REGISTRATION CERTIFICATE

Receiver Initials: Provider Initials:

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IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

Receiver Initials: Provider Initials:

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& IRREVOCABLE CORPORATE PAYMENT ORDER

DATE: 21 DECEMBER 2022

TO: BOTH PARTIES' CONSULTANTS

DESCRIPTION OF BANK INSTRUMENT :

Type of Instrument : Documentary Letter of Credit, cash backed

Age: Fresh cut
Term: XXX Days
Interest rate : Zero percent (0%)
Issuing bank: HSBC
Amount : USD 20 MILLION
Currency; UNITED STATES DOLLAR
Price: 6 % of the face value + 1% + 1%
Intermediary Fee : 2% to be shared 50/50 basis by both parties
Payment : By unconditional swift wire transfer- MT103 or T/T
Delivery: Email advise followed by DLC MT 700
Beneficiary of DLC: GMK SERVICES LLC,

WE, XXXXXXXXXXXXXXXXX, HEREINAFTER AS THE "RECEIVER"), REPRESENTED BY

XXXXXAND THE AUTHORIZED SIGNATORY AND HOLDER OF XXXXXXXXXXX , WITH
OFFICE ADDRESS AT XXXXXXXXXXXXXXXXXX XXX , DO HEREBY IRREVOCABLY
GUARANTEE WITH FULL PERSONAL AND CORPORATE RESPONSIBILITY AND AUTHORITY,
UNDER PENALTY OF APPLICABLE PERJURY LAWS, AND AGREE TO ACT AS PAYER TO PAY
COMMISSIONS UNDER THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT WITH
AN IRREVOCABLE CORPORATE PAYMENT ORDER WHICH IS AN INTEGRAL PART OF ABOVE
CODED AGREEMENT IN THE TOTAL AMOUNT OF TWO PERCENT (2%) OF THE TOTAL FACE
VALUE OF THE BANK INSTRUMENT.

TOTAL OF TWO PERCENT (2%) COMMISSION FEES, ONE PERCENT (1.0%) FOR THE RECEIVER
SIDE AND ONE PERCENT (1.0%) FOR THE PROVIDER SIDE, WHICH SHALL BE PAID INTO THE
BELOW BANK ACCOUNT/S OF BOTH PARTIES' BENEFICIRIES FOR DISTRIBUTION AND
WHICH SHALL INCLUDE ALL ROLLS AND EXTENSIONS.

THE PROVIDER SIDE: (CLOSED)

TOTAL ONE PERCENT (1.00%) COMMISSION FEES WILL BE PAID TO THE FOLLOWINGS:
CLOSED

PAYMASTER KANTA BACHHETI

BANK NAME KOTAK MAHINDRA BANK
BANK ADDRESS C-78, MALVIYA NAGAR, DELHI, NEW DELHI 110017, INDIA
ACCOUNT NUMBER 3911541259
ACCOUNT NAME KANTA BACHHETI
SWIFT KKBKINBBXX
BANK OFFICER
BANK TELEPHONE
BANK FAX/EMAIL
SPECIAL WIRE Same Day Transfer and Immediate Credit - CURRENCY: USD. All Wire transfers

Receiver Initials: Provider Initials:

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INSTRUCTIONS shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall
be emailed to: < or legal verification and documentation pursuant to Patriot
Act/Banking regulations with One Original Contract copy to be filed with Bank
BENEFICIARY KANTA BACHHETI & ASSOCIATES

THE RECEIVER SIDE:

TOTAL ONE PERCENT (1.0%) COMMISSION FEES WILL BE PAID TO THE FOLLOWING:

GROUP 1 PAYMASTER : (closed) (1%)

BANK NAME :

BANK ADDRESS :

SWIFT CODE :
IFSC CODE :
ACCOUNT NAME : ANTHONY OGIO & OTHERS

BENEFICIARY :

ACCOUNT NUMBER :
BANK OFFICER NAME & TITLE :

BANK TEL NUMBER :

THIS AGREEMENT/IRREVOCABLE CORPORATE PAYMENT ORDER AND THE PAYMENT OF

COMMISSIONS HEREIN ARE SUBJECT TO THE INTERNATIONAL CHAMBER OF COMMERCE
"ICC" AND THE ICC ARBITRATION ACT AS ADOPTED BY THE ICC OFFICE IN UNITED
KINGDOM, BY THREE ARBITRARY APPOINTEES IN ACCORDANCE WITH ICC RULES. ALL
NC/ND CLAUSES AS PRESCRIBED BY ICC RULES (LATEST EDITION) SHALL APPLY TO THIS
AGREEMENT AND PAYMENT ORDER. THIS AGREEMENT AND IRREVOCABLE CORPORATE
PAYMENT ORDER IS IRREVOCABLE, DIVISIBLE, AND UNCONDITIONAL, AND MAY BE
ASSIGNED ONLY BY THE BENEFICIARIES NAMED HEREIN. THIS AGREEMENT AND
IRREVOCABLE CORPORATE PAYMENT ORDER MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH ONE SHALL BE DEEMED AN ORIGINAL AND ALL TOGETHER SHALL
CONSTITUTE ONE AND THE SAME DOCUMENT.

A SIGNED FAX OR ELECTRONICALLY TRANSMITTED COPY OF THIS DOCUMENT SHALL BE

DEEMED BINDING ON THE "PARTIES" WITH THE FORCE AS THE SIGNED ORIGINAL. THE
AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER IS VALID WHEN
COMMENCEMENT OF THE ABOVE-REFERENCED TRANSACTION TAKES PLACE AND SHALL
REMAIN VALID AND ENFORCEABLE FOR THE FULL TERMS OF THE TRANSACTION,
INCLUDING ANY NEW AGREEMENT BETWEEN THE PARTIES AND/OR THEIR ASSIGNS.

THE BENEFICIARIES RESERVE THE RIGHT TO CHANGE THE BANK COORDINATES STATED
HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE RECEIVER/PAYER. UPON

Receiver Initials: Provider Initials:

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EXECUTION OF THE AGREEMENT AND THE FINAL AGREEMENT AND PRIOR TO, OR
SIMULTANEOUSLY WITH THE FIRST TRANSACTION, WE GUARANTEE THAT THIS
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT AND IRREVOCABLE CORPORATE
PAYMENT ORDER WILL BE LODGED WITH OUR PAYING BANK.

THE RECEIVER'S/PAYER'S BANK SHALL PROVIDE THE BENEFICIARIES, BY E-MAILS OR BY

TELE/FAX WITH COPIES OF THE SWIFT RELATED TO ALL PAYMENT INSTRUCTIONS UPON
THE CLOSING OF EACH AND EVERY TRANSACTION OF THE ABOVE TRANSACTION.
THE RECEIVER'S PAYING BANK DETAILS:

BANK NAME :

BANK ADDRESS :

SWIFT CODE :
ACCOUNT NAME :
BENEFICIARY :
ACCOUNT NUMBER :
BANK OFFICER NAME & TITLE :

BANK OFFICER TEL NUMBER :

BANK OFFICER FAX NUMBER :

BANK OFFICER EMAIL :

IN THE EVENT THAT THE TRANSACTION WAS NOT PERFORMED OR ONLY PERFORMED IN
PART, THE PAYMASTERS / BENEFICIARIES LISTED ABOVE SHALL NOT HOLD THE
UNDERSIGNED PAYER RESPONSIBLE FOR THE UNPERFORMED PART FOR ANY EXPENSES,
CHARGES AND/OR COST, OR HOLD THE PAYER LIABLE FOR ANY CIVIL AND CRIMINAL
ACTIONS. THE UNPERFORMED PART OF THIS IRREVOCABLE MASTER FEE PROTECTION
AGREEMENT WILL THEREFORE AUTOMATICALLY BECOME NULL AND VOID.

WE AGREE TO THE ABOVE IRREVOCABLE FEE PROTECTION AGREEMENT IN ITS ENTIRETY.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date by
their duly authorized representatives.
In WITNESS WHEREOF the Parties hereto have duly signed and executed this Agreement as of
NOVEMBER XX, 2019
AGREED AND SIGN THIS DATE 21 DECEMBER 2022
AS AGREED BY PROVIDER:

………………………………………………………………………………………………….
SIGNATORY
Name : ALEXANDER WILHELM CORSTEN
Title : Director
Passport No. : LF08MG9C4

Receiver Initials: Provider Initials:

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Country of Issue : GERMANY

AS AGREED BY RECIEVER:
EXECUTED SIGNED THIS DATE: 21 December 2022

_______________________________________________
NAME:
TITLE:
PASSPORT NO.:
NATIONALITY:
ISSUE DATE:
EXPIRY 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:-
1 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) and
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 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.
XXX END OF DOCUMENT XXX

Receiver Initials: Provider Initials:

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Receiver Initials: Provider Initials: