Rockhill Gpi 2023

ROCKHILL INVESTMENT, 128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
DEED OF AGREEMENT NO. : ROCKHILL/100XX/UBS DATE: June/2023

TRANSACTION CODE: UBSWXXXXXXXXXXXX,
DEED OF AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION
Joint Venture& Financial co-operation agreement on delivery of cash funds for investments hereinafter referred to as Deed of
A greement DOA) , is made and effective on this date OCTOBER 08, 2022, by and between the following parties: -
FIRST PARTY A: “INVESTOR”:

COMPANY NAME ROCKHILL FINANCIAL LTD
COMPANY ADDRESS 128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
REGISTRATION NUMBER: 14145500
REPRESENTED BY: KENNETH DWAYNE SAUCIER
PASSPORT No.: 513986837, USA
DATE OF ISSUE |DATE OF EXPIRY 06 JAN 2014 | 05 JAN 2024
REPRESENTED BY: MR. WANG. XINYU
PASSPORT No.: E59956239, CHINA
DATE OF ISSUE |DATE OF EXPIRY 23 SEP 2015 | 22 SEP 2025
BANK NAME: UBS SWITZERLAND AG
BANK ADDRESS: BAHNHOFSTRASSE 45, 8098 ZURICH, SWITZERLAND
ACCOUNT NAME: ROCKHILL FINANCIAL LTD
ACCOUNT ADDRESS: 128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX
BANK SENDER IBAN: CH95 0023 0230 8898 9061T
ACCOUNT NUMBER: 230 8898 9063W
BIC / SWIFT CODE: UBSWCHZH80A
BANK OFFICER: MR. ALEX SMITCH
with full legal and corporate authority to sign this Agreement (hereinafter referred to as Party-A / INVESTOR), and
SECOND PARTY B: “PARTNER”:

COMPANY NAME RSW BUSINESS SYSTEMS
COMPANY ADDRESS 20211 County Rd #174 Helotes, Texas 78023
COMPANY REG. № 096-42-0444
REPRESENTED BY: SOLVEIG.E. WHITE
PASSPORT NUMBER 668054914
DATE OF ISSUE 09/05/2021
DATE OF EXPIRY: 09/04/2031
COUNTRY OF ISSUE USA
BANK NAME CITI BANK N.A
BANK ADDRESS 111 Wall Street, New York, NY 10043
SWIFT CODE CITIUS33
ACCOUNT NAME RAYMOND JAMES & Associates, Inc.
ACCOUNT SIGNATORY RAYMOND JAMES & Associates, Inc.
ACCOUNT NUMBER 4077655
ABA ROUTING NUMBER 021000089
FOR THE BENEFIT OF: RSW BUSINESS SYSTEMS
BANK OFFICER EMAIL TBP
BANK OFFICER TBP
THE SENDER'S BANK SENDS A COPY SEND THE SLIP COPY DIRECTLY FROM THE BANK OFFICER'S
OF THE SLYP COPI GPI TO THE OF EMAIL TO THE RECEIVER'S EMAIL
SENDER'S EMAIL -
Investor or Party “A” Page 2 of 14 Receiver or Party “B”

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":
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 here to 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.
1.1. 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.
1.2. The Investor's financial resources made available to the “Partner” hereinafter referred to as the "Investments".
1.3. 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.
1.4. 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.
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.

2.1. 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.
2.2. 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.
2.3. The Parties can extend kinds and spheres of investment activity and if necessary, make the Additional agreements.
2.4. 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.

3.1. Party-A and Party-B for the purposes of fulfillment hereof:
3.1.1. Develop investment activity for its economic and technical projects.
3.1.2. Conclude contracts, agreements, and other agreements necessary for realization of their investment programs.
3.1.3. Acquire export-import quotas and licenses for export and import of commodities and products.
3.1.4. Provide each other with all necessary legal, financial and other documents, related to the fulfillment hereof.
3.1.5. Invest money in their own projects during validity hereof according to their current legislation.
3.1.6. Carrie out economic activity to fulfill 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.
3.1.7. Attract other legal entities and individuals for the fulfillment of their investment programs under the present
Agreement at their sole decision.
3.1.8. Are to provide each other with necessary assistance.
3.1.9. Are to follow and observe the terms and conditions hereof.
3.1.10. Are obligated to keep in a secret all business, technical and commercial information related to implementation
hereof.
3.1.11. 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.
3.2. The Party-A for the purposes of fulfillment hereof:

3.2.1. Develops the directions of own investment activity with its economic and technical ground.
3.2.2. Concludes contracts, agreements, and other agreements necessary for realization of its investment programs.
3.2.3. Acquires export-import quotas and licenses for export and import of commodities and products.
3.2.4. Provides Party-B with all necessary legally, financial and other documents, related to the fulfillment hereof.
3.2.5. Can invest money during validity of this Agreement according to the current legislation.
3.2.6. 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.
3.2.7. Attracts other legal entities and individuals for realization of the investment programs under the present Agreement.
3.2.8. Attracts investments and financial assets, including credit and loan facilities of residents and not residents aimed on
execution of investment activity.
3.3. The Party-B for the purposes of fulfillment hereof:

3.3.1. Develops the directions of own investment activity with its economic and technical ground.
3.3.2. Concludes contracts, agreements, and other agreements necessary for realization of its investment programs.
3.3.3. Acquires export-import quotas and licenses for export and import of commodities and products.
3.3.4. Provides Party-A with all necessary legally, financial and other documents, related to the fulfillment hereof.
3.3.5. Can invest money during validity of this Agreement according to the current legislation.
3.3.6. 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.
3.3.7. Attracts other legally entities and individuals for realization of the investment programs under the present
Agreement.
3.3.8. 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.

4.1.1 DETAILS OF TRANSACTION:

Following Shall be the Mode of Fund Transfer & Financial terms for Sending the Agreed Fund
Swift GPI WITH UETR CODE | SWIFT MT103 | DIRECT CASH
REQUIRED TRANSFER
TRANSFER
€500,000,000.00 (five hundred million dollars) OR AS PER RECEIVER’S
FIRST TRANCHE: BANK APPROVAL
SECOND TRANCHE: TBA

€ 100,000,000,000.00 (ONE HUNDRED BILLION EURO) with Rolls &
TOTAL FACE VALUE: Extensions
OR AS MUTUALLY AGREED
PURPOSE OF FUNDS Investment and Projects Funding
TYPE OF FUND M0 Cash Fund, Heritage Fund
RATIO FOR SENDER 45% - OR AS MUTUALLY AGREED
RATIO FOR RECEIVER 45% - OR AS MUTUALLY AGREED
RATIO FOR CONSULTANTS 5.0% Receiver Mandate, 5.0% Investor
MODE OF TRANSFER SWIFT SYSTEM / SWIFT GPI SYSTEM / SWIFT.COM
PAYMENT MODE & SWIFT GPI WIRE TRANSFER, WITHIN FIVE (5) BANKING DAYS UPON
DURATION CLEARING OF THE FUNDS BY RECEIVING BANK
PAYENT GUARANTEE
CORPORATE ENDORESED PGL - or AS AGREED
LETTER
Please Follow Following FUND LOCATION INFORMATION before signing this JOINT VENTURE
AGREEMENT
The Receiver BO should have access to GLOBAL SWIFT
INTERNATIONAL SYSTEM in the SWIFT ROOM/SERVER ROOM of the
FUND LOCATION INFO 1:
BENEFICIARIES Bank – Preferably at BANK HEAD OFFICE OR AT CENTRAL
SERVER/SWIFT ROOM of the Bank Head Office and not in Branch Office.
Please follow "TECHNICAL PROCEDURE OF FUND LOCATION &
FUND LOCATION INFO 2:
EXTRACTION" being detailed separately in this contract
Fund Directly Arrival into Common Account Clarification.
Most of the Bank has their own inbuilt Security / Firewall System, as such though all our
FUND LOCATION INFO 3: transfer is supposed to Arrive either at Incoming Payment Folder or at Common Account, but
due to the security at Receiving Bank the Receiver Banker must Follow and Receiver must
have approval to Locate Funds as per Fund Location Guideline.
Please Follow Following Remarks Carefully Before Filling this JOINT VENTURE AGREEMENT
Pease note the SWIFT GPI DIRECT CASH TRANSFER or any instrument in
Question shall never be credited into Receiver Account Directly
Please Follow our Technical Guideline and don’t misguide that without doing
Remark 1 anything Fund will reflect in their account.
(AUTO MODE)
AUTO MODE - means AUTO COMPENSATION, it will have AUTO
Clearing if everything is OK. But they have to always do the Acceptance of
incoming Payment and to LOCATE the Transfer.
In all type of GPI TRANSFER, BO to BO Communication is strictly
Remark 2 prohibited, and the Receiver Signing this agreement must agree to the fact that any
(BO to BO Communication) BO-to-BO Communication with Prior Permission will unilaterally lead to
Cancellation of this JOINT VENTURE AGREMENT.
In case of a Preadvise MT199 or a Preadvise EMAIL communication need to
Remark 3 agree before the schedule transfer and an Upfront cost for MT199 / Email to be
(Pre-Advice Protocol)
paid Additionally.
Please note for Each GPI Transaction, a UPFRONT Bank Programming
Cost/Onboarding Cost has to be paid by the Receiver/Investor. Such Upfront
Remark 4 Cost/Bank Fee can be secured, till Swift copy provided along with Other Agreed
(Bank Upfront Fee)
Documents, may be made towards ESCROW ACCOUNT with a UBS registered
LAWYER/IOLTA Account in USA/SINGAPORE.


4.2 PROCEDURE: TRANSACTION PROCEDURES:

4.2.1 Investor sends the Agreement to Receiver for reviewing.
4.2.2 Receiver reviews the Agreement and returns signed/sealed Agreement to Investor if acceptable.
4.2.3Both Parties lodge the Agreement to their respective Banks and notifies the Party through is authorized with an official
mandate.
4.2.4Investor Bank transfer the agreed Amount of Funds to Receiving Bank for Investing purpose from one the AGREED
INSTRUMENT as listed in TYPE OF INSTRUMENT AVAILABLE in clause 4.1.1 DETAILS OF TRANSACTION and sends sanitized
SWIFT Copy and PGL (or IMFPA) to Receiver.
4.2.5 Receiver/Receiving Bank trace the Funds by using TRN & UETR CODE.
5.1PLEASE NOTE: There is no provider’s bank officer investments at any stages of the download. No
phone or screen veriﬁcation at all. The only possibility is to verify after the download ﬁnished, and the
Partner account is credited. Please make sure that bank of Partner of Partner officer will not be provided
by any authorization or contact with provider's bank officer.
6. TARGETED USE OF THE FUNDS THEIR DISTRIBUTION.

5.1 Investment in the projects
5.2 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.
5.3 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.
7. CONFIDENTIAL INFORMATION AND SECURITY.

7.1 In connection with 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.
7.2 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.
7.3 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.
7.5Unauthorized 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.
8. 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.
9. COMMUNICATION.
9,.1Communication 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.

9.2 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.
10. VALIDITY.
10.1 Once this Agreement is signed by both Parties the transaction shall begin within three (3) banking days or sooner,
excluding Saturdays and Sunday and any bank holidays.
11. FULL UNDERSTANDING.

11.1 The latest edition/signature of this Agreement, executed by each party in originals, represents the full
understanding between the Parties and supersedes all other undertakings, whether verbal or written. All statements
and representations are made without any omission of material fact and with full corporate and legal responsibility
under penalty of perjury.
11.2 The Parties hereto accept that should the present Agreement partially or in full be found invalid or unenforceable
pursuant to judicial decree or by virtue of any international regulations related to bank confirmation of USD/EUR validity,
this Agreement shall be reconstructed upon mutual consent and agreement of both Parties to this commercial
Agreement.
11.3 Until the physical exchange of original hard copies, the acknowledged fax and/or e-mail copies of this Agreement
shall be deemed original.
11.4 The commission payable under this Agreement is to be distributed in accordance with the Irrevocable Fee
Protection Agreement.
12. ASSIGNMENT.
12.1 Each Party to this Agreement may assign this Agreement or its total or partial performance hereof to any other
company which assumes the obligations of the assigning party under the terms of the assignment. Formal notice of the
assignment shall be rendered to the other party to this Agreement expressly indicating there on the assignee's full
contact particulars.
13. TERM OF AGREEMENT.

13.1 This agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of
EURO, Liechtenstein, Switzerland, Lugano or any other member country of the European Union as it applies. And, said
law shall govern the interpretation, enforceability, performance, execution, validity and any other such matter of this
Agreement, which shall remain in full force and 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.
14. LAW AND ARBITRATION.

14.1 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.
15.2. 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.
15.3 The Parties hereto acknowledge and agree that any discrepancy and/or dispute in application of this Agreement.
will be solved amicably. If it is not possible, the arbitration procedure is to be followed.
15.4This 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.
16.1 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.
17. 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 INSTRUMENT 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.
FOR AND BEHALF OF THE PARTY A / INVESTOR FOR AND BEHALF OF THE PARTY B / PARTNER
ROCKHILL FINANCIAL LTD XXXXXXXXXXXX
REPRESENTED BY: KENNETH DWAYNE SAUCIER REPRESENTED BY:

PASSPORT NUMBER: 513986837 PASSPORT NUMBER:
DATE OF ISSUE 06 JAN 2014 DATE OF ISSUE:
DATE OF EXPIRY: 05 JAN 2024 DATE OF EXPIRY:
COUNTRY OF ISSUE: USA COUNTRY OF ISSUE:

18. IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

IRREVOCABLE FEE PROTECTION AGREEMENT (IFPA) FUNDS DISBURSEMENT AGREEMENT PAYMENT ORDER PROTECTION AGREEMENT
IRREVOCABLE CORPORATE PAY ORDER UNDERTAKING IN REFERENCE TO AGREEMENT ON DELIVERY OF CASH FUNDS FOR INVESTMENTS
TRANSFER VIA one of the AGREED 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, by wire transfer
via SWIFT MT-103/MT103-202/TT, at the time of settlement of each and every tranche of the transaction. The said PGL/IMFPA shall remain an
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” and its Consultants designated Bank Accounts according to this PGL
(Payment Guarantee Letter) via SWIFT MT103/202, upon full clearance of said transferred funds, Receiver authorized, and instructed trustee
distributes and transfers cash funds for investments via SWIFT MT103/MT103-202/TT/SWIFT gpi with “Urgent, The Same Day Wire” mode to
designated bank accounts, as per 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 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”.
19. 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.
20. ELECTRONIC SIGNATURE

ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE” EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) shall be deemed valid and enforceable in respect of any provisions of this contract. as applicable, this agreement
shall be:
20.1. INCORPORATE U.S. PUBLIC LAW 106 229, ‘‘ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT’’ OR SUCH OTHER APPLICABLE LAW
CONFORMING TO THE UNCITRAL MODEL LAW ON ELECTRONIC SIGNATURES (2001) AND
20.2.ELECTRONIC COMMERCE AGREEMENT (ECE/ TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED NATIONS CENTRE FOR TRADE FACILITATION AND
ELECTRONIC BUSINESS (UN/CEFACT).
20.3.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.


21 COPY PASSPORT INVESTOR OR PARTY “A”:

22 COPY CERTIFICATE OF CORPORATION INVESTOR OR PARTY “A”

23 COPY PASSPORTS PARTNER OR PART Y “B”:

24 COPY CERTFICATE PARTNER OR PART Y “B”:

END OF DOCUMENT

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ROCKHILL INVESTMENT, 128 CITY ROAD, LONDON, UNITED KINGDOM, EC1V 2NX

DEED OF AGREEMENT NO. : ROCKHILL/100XX/UBS DATE: June/2023

DEED OF AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

FIRST PARTY A: “INVESTOR”:

SECOND PARTY B: “PARTNER”:

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2. JOINT ACTIVITIES OF THE PARTIES.

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3. RIGHTS AND DUTIES OF THE PARTNERS.

3.2. The Party-A for the purposes of fulfillment hereof:

3.3. The Party-B for the purposes of fulfillment hereof:

4. TOTAL VOLUME OF INVESTMENTS AND ORDER OF FINANCING.

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4.1.1 DETAILS OF TRANSACTION:

SECOND TRANCHE: TBA

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4.2 PROCEDURE: TRANSACTION PROCEDURES:

6. TARGETED USE OF THE FUNDS THEIR DISTRIBUTION.

7. CONFIDENTIAL INFORMATION AND SECURITY.

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11. FULL UNDERSTANDING.

13. TERM OF AGREEMENT.

14. LAW AND ARBITRATION.

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be enforced to the greatest extend permitted by law.

17. SIGNATURES OF THE PARTIES:

NOW, THEREFORE, it is agreed as follows:

REPRESENTED BY: KENNETH DWAYNE SAUCIER REPRESENTED BY:

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18. IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

20. ELECTRONIC SIGNATURE

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21 COPY PASSPORT INVESTOR OR PARTY “A”:

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22 COPY CERTIFICATE OF CORPORATION INVESTOR OR PARTY “A”

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23 COPY PASSPORTS PARTNER OR PART Y “B”:

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24 COPY CERTFICATE PARTNER OR PART Y “B”:

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