Investment Agreement BI1077_030723

between

BizEB AG
Webereistrasse 66, Adliswil, Switzerland 8134
Company registration number CHE-113.538.901
Registered 29.03.2007

(Party1 / Party A)

and

BUBOOS63 INC.
New Horizon Building, Suite 105, 3 1/2 Miles Philip S.W. Goldson Hwy, Belize City, Belize
Company registration number IBC# 161142
Registered 22nd day of April, 2016

(Party2 / Party B)
 Table of contents

1 Description of Transaction ...................................................................................... 3

2 Non Solicitation ............................................................. Error! Bookmark not defined.
3 Representations and warranties ............................................................................. 3
4 Miscellaneous ........................................................................................................... 4
5 Arbitration ................................................................................................................. 5
6 EDT (Electronic Document Transmissions) ........................................................... 6

Schedule 1 ............................................................................................................................ 7
Copy Passport Investor or Party A ......................................................................................... 7
Schedule 2 ............................................................................................................................ 8
Copy Certificate of Corporation Investor or Party A ................................................................ 8
Schedule 3 .......................................................................................................................... 10
Copy Passport Partner or Party B .........................................................................................10
Schedule 4 .......................................................................................................................... 11
Copy Certificate Partner or Party B .......................................................................................11

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This agreement is made on the 3rd day of July, 2023, by and

BizEB AG
Webereistrasse 66, Adliswil, Switzerland 8134
Company registration number CHE-113.538.901
Registered 29.03.2007

between BizEB AG, Webereistrasse 66, Adliswil, Switzerland 8134

Company registration number CHE-113.538.901 (Party1)

and BUBOOS63 INC of address New Horizon Building, Suite 105, 3 1/2 Miles Philip
S.W. Goldson Hwy, Belize City, Belize (Party2)

Recitals

A This INVESTMENT AGREEMENT (hereinafter referred to as the Agreement) with the total
investments of € 475,000,000 (Four Hundred Seventy-Five Million EUR) in agreed tranches is
entered on the June 22, 2022 by and between the following parties:

(i) Party A – the Investor:

Company Name BIZEB AG

Company Address Webereistrasse 66, Adliswil, Switzerland 8134

Represented By Mr. Hans Peter Eger (Director and CEO)

Company Reg. Number CHE-113.538.901

Passport Number C3J0J8N5C

Date of Issue 29.01.2015

Date of Expiry 28.01.2025

Place of Issue BEZIRKSAMT CHAR-

LOTTENBURG-WIL-
MERSDORF BERLIN

Bank Name DEUTSCHE BANK AG

Bank Address Unter den Linden 13/15, 10117 Berlin

Swift Code DEUTDEBB

Account Number DE02 1007 0000 0462 467200

Bank Officer Mr. Ralph A. Müller +49 303 407 5302

Hereinafter referred to as the Party A or the Investor.

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(ii) Party B – the Asset Manager:

Company Name BUBOOS63 INC

Company Address New Horizon Building, Suite 105, 3 1/2 Miles Philip
S.W. Goldson Hwy, Belize City, Belize

Company Reg. Number 161142

Address 579 Sandgate Rd Clayfield QLD 4011 Australia

Represented by Anna Cheyda

Passport Number PB4337506

Issued Place Australia

Date of Issue 04-Nov-2021

Date of Expiry 04-Nov-2031

Bank Name OCBC

Bank Address 65 Chulia Street, OCBC Centre, Singapore 049513

Swift Code OCBCSGSG

Account Name BUBOOS63 INC

Reference of Payment Investment Fund

Account Number 5033 3507 7301

Bank Officer: Senior OCBC Branch Code: 503

Bank Officer Email [email protected]

Account Signatory Anna Cheyda

Hereinafter referred to as the Party B or the Asset Manager.

B Party B has the capacity and will strictly abide by all Banking Laws and Regulations, set
through compliance and due diligence requirements for all International Banking / Business /
Commodity transactions worldwide.

C Party B has the ability to accept deposits / funds from around the World, Party B has the ability
to accept / conclude International / Global Business Transactions through wire cash transfers.

D Party B will manage all the payment instructions of Party A (the investor).

E The funds will be allocated to investment opportunities specified by Party A, in accordance

with a usual and customary practice, in accordance with the law and for a reasonable fee
consideration agreed by the parties.

F The agreed fees are as set forth in connection with the Services provided under
Invest_17136598 (Customer Agreement) and are payable to [Party B] by [Party A] out of the
money held by [Party B] on behalf of [Party A]. [Party A] authorised [Party B] to deduct from
the funds held the agreed fees in accordance with the terms of the Customer Agreement.

G WHEREAS: Party A represents and warrants, with full corporate and legal responsibility, that
he has permission to enter into this Investment Agreement, as well as declares under penalty

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of perjury that the funds as per Party A bank statement hereby noted as Annexure are good,
clean, clear, and free of non- criminal origin, are free and clear of all liens, encumbrances and
third parties’ interests.

H WHEREAS: Party B is ready will and able to Receive up to € 475,000,000 (Four hundred
seventy-five million Euro), which will be disbursed in accordance with written director of Party
A or its authorised representative from time to time.

Now it is agreed as follows:

1 Description of Transaction

DELIVERY: MT103 WIRE TRANSFER (CASH TRANSFER TT)

DURATION OF PAYMENT 1 (ONE) BANKING DAY AFTER DELIVERY AND COOKING OF
PAYMENT: SWIFT BANKING WIRE TRANSFER IN THE DEVELOPER’S BANK ACCOUNT
AFTER TRANSMISSION COPY SWIFT MT103

Sender’s Instrument: Cash

1 First tranche: 5,000,000 EUR (Five million Euro)

2 Second tranche: 25,000,000 EUR (Twenty-five million Euro)

3 Third tranche: 75,000,000 EUR (Fifty million Euro)

4 Fourth tranche: 20,000,000 EUR (Twenty million Euro)

Total Investment: 125,000,000 EUR (One hundred twenty-five million Euro)

2 Non-Solicitation

(a) Receiver hereby confirms and declares that its associates or representatives, or any
other person(s) on its behalf, has/have never been solicited by any party, its
shareholders or associates or representatives in any way whatsoever that can be
construed as a solicitation for these future transactions. Any delay in or failure of
performance by either party of their respective obligations under this Agreement shall
constitute a breach hereunder and will give rise to claims for damages if, and to the
extent that such delay(s) or failure(s) in performance is(are) not caused by event(s) or
circumstance beyond the control of such party in default.

(b) The term Beyond the Control of Such Party include Act of War, Rebellion, Fire, Flood,
Earthquake or other natural disasters, and any other cause not within the control of
such nonperforming party, or which the non- performing party by exercise of
reasonable diligence is unable to foresee or prevent or remedy.

3 Representations and warranties

(a) Organization. It is duly organized, validly existing and in good standing under the
laws of its jurisdiction of formation with all requisite power and authority to enter into

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this Agreement, to perform its obligations hereunder and to conduct the business of
this transaction.

(b) Enforceability. This Agreement constitutes the legal, valid and binding obligation of
such party enforceable in accordance with its terms.

(c) Consents and Authority. No consents or approvals are required from any of the
governmental authority or other person for it to enter into this Agreement. All actions
on the part of such acting party necessary for the authorization, execution and delivery
of this Agreement, and the consummation of the transactions contemplated hereby by
such party, have been duly taken.

(d) 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.

(e) Receiver. It has been afforded the opportunity to seek and rely upon the advice of its
own attorney, accountant or other professional advisor in connection with the
execution of this Agreement. Both Parties shall do so in respect of each other and
under this Agreement written conditions.

4 Miscellaneous

(a) Notice(s). The two authorized signatories will execute any modifications,
amendments, and addendums or follow on contracts respectively. When signed and
referenced to this Agreement, whether received by mail or facsimile transmission as
all and any facsimile or photocopies certified as true copies of the originals by both
Parties hereto shall be considered as an original, both legally binding and enforceable
for the term of this Agreement.

(b) Specific Performance; Other Rights. The Parties recognize that several of the
rights granted under this Agreement are unique and, accordingly, the Parties shall in
addition to such other remedies as may be available to them at law or in equity, have
the right to enforce their rights under this Agreement by actions for injunctive relief and
specific performance.

(c) Prior Agreements; Construction; Entire Agreement. This Agreement, including the
Exhibits and other documents referred to herein (which form a part hereof), constitutes
the entire agreement of the Parties with respect to the subject matter hereof, and
supersedes all prior agreements and understandings between them as to such subject
matter and all such prior agreements and understandings are merged herein and shall
not survive the execution and delivery hereof. In the event of any conflict between the
provisions of this Agreement and those of any Joint Ventures Agreement, the
provisions of the applicable Joint Venture Agreement shall control.

(d) Amendments. This Agreement may not be amended, altered or modified except (i)
upon the unanimous by instrument in writing and signed by each of the Investor and
Asset Manager.

(e) Severability. If any provision of this Agreement shall be held or deemed by a final
order of a competent authority to be invalid, inoperative or unenforceable, such
circumstance shall not have the effect of rendering any other provision or provisions
herein contained invalid, inoperative or unenforceable, but this Agreement shall be
construed as if such invalid, inoperative or unenforceable provision had never been
contained herein so as to give full force and effect to the remaining such terms and
provisions.

(f) Counterparts. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become effective

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when one or more such counterparts have been signed by and delivered to each of
the Parties.

(g) Applicable Law; Jurisdiction. This Agreement shall be governed by and construed
in accordance with the laws of the Paris. The Parties consent to the exclusive
jurisdiction of the Paris shall be preceded with the according to the principal of the
ICC, with any civil action concerning any controversy, dispute or claim arising out of or
relating to this Agreement, or any other agreement contemplated by, or otherwise with
respect to, this Agreement or the breach hereof, unless such court would not have
subject matter jurisdiction thereof, in which event the Parties consent to the jurisdiction
of the ICC as above indicated. The Parties hereby waive and agree not to assert in
any litigation concerning this Agreement the doctrine of forum non-convenient.

(h) Waiver of Jury Trial. The parties hereto hereby irrevocably and unconditionally
waive trial by jury in any legal action or proceeding relating to this Agreement and for
any counterclaim therein.

(i) No Rights of Third Parties. This Agreement is made solely and specifically between
and for the benefit of the Parties hereto and their respective members, successors
and assigns subject to the express provisions hereof relating to successors and
assigns, and (ii) no other Person whatsoever shall have any rights, interest, or claims
hereunder or be entitled to any benefits under or on account of this Agreement as a
third party beneficiary or otherwise.

(j) Survival. The covenants contained in this Agreement which, by their terms, require
performance after the expiration or termination of this Agreement shall be enforceable
notwithstanding the expiration or other termination of this Agreement.

(k) Headings. Headings are included solely for convenience of reference and if there is
any conflict between headings and the text of this Agreement, the text shall control.

(l) No Broker. Each of Investor and Asset Manager represent and warrant that it has not
dealt with any broker in connection with this Agreement and agrees to indemnify,
defend and hold harmless each other party hereto and its Affiliates from all claims
and/or damages as a result of this representation and warranty being false.

(m) Currency. Any exchange of funds between Sender and Receiver shall be made in
the same currency in which the Sender transferred the investment fund. In addition,
all calculations pursuant to this Agreement and any Joint Venture Agreement shall be
based on ICC regulations in Paris.

5 Arbitration

(a) 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, Paris, France.

(b) Every attempt shall be made to resolve disputes arising from unintended or
inadvertent violation of this contractual Agreement as far as possible amicably. In the
event that adjudication is required local legal process shall be preceded with
according to the principal of the ICC as above indicated. Where judicial resolution is
not thereby achieved, this matter shall be settled by the ICC itself and the decision of
which all Parties shall consider to be final and binding. No State court of any nation
shall have subject matter jurisdiction over matters arising under this Agreement.

(c) This Agreement contains the entire agreement and understanding concerning the
subject matter hereof and supersedes and replaces all prior negotiations and
proposed agreements, written or oral. Neither of the Parties may alter, amend, nor
modify this Agreement, except by an instrument in writing signed by both Parties.

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(d) 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 in order to enforce any of the terms of this Agreement the
prevailing party shall be entitled to recover reasonably attorney fees and costs.

(e) All Communications will take place on the account to account only. No exceptions, e-
mail, attachments of this document, when duly executed are to be considered originals
and binding documents.

(f) This Agreement once executed by both Parties will become effective as of the date
first written above. Any official notice(s) exchanged by the Parties hereto, shall be
sent to the first mentioned address(s) herein or as may be attached by addenda
hereto. A facsimile or electronically transferred copy of this Agreement, duly signed
by both Parties, shall be deemed original.

6 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);

 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.

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Schedule 1

Copy Passport Investor or Party A

INVESTOR:
Company: BizEB AG

Passport No: C3J0J8N5C

Date of Issue: 29.01.2015
Date of Expiry: 28.01.2025
Place of Issue: BEZIRKSAMT CHAR- LOTTENBURG-WIL- MERSDORF BERLIN
Director: Mr. Hans Peter Eger (Director and CEO)

Signature and Seal:

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Schedule 2

Copy Certificate of Corporation Investor or Party A

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Schedule 3

Copy Passport Partner or Party B

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Schedule 4

Copy Certificate Partner or Party B

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Executed as an agreement

Executed by BIZEB AG
in accordance with section 127 of the
Corporations Act 2001 (Cth):

Director *Director/*Company Secretary

Mr. Hans Peter Eger

Name of Director Name of *Director/*Company Secretary

BLOCK LETTERS BLOCK LETTERS
*please strike out as appropriate

Signed by Party2

Executed by BUBOOS63 INC. in accordance

with section 127 of the Corporations Act 2001
(Cth):

President

Director Signature *Director Title

Anna Cheyda
Name of Director Name of *Director/*Company Secretary
BLOCK LETTERS BLOCK LETTERS
*please strike out as appropriate

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ACCEPTED AND AGREED WITHOUTCHANGE”

(Electronic signature is valid and accepted as hand signature)

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

1. EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any
provisions of this Contract. As applicable, this agreement shall be: Incorporate U.S. Public Law 106-
229,‘‘Electronic Signatures in Global & National Commerce Act’’ or such other applicable law
conforming to the UNCITRAL Model Law on Electronic Signatures (2001).

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.

Required message “The remitter is known to us. This is done with full banking responsibility, and we
are satisfied as to the source of funds sent to us.”

SIGNATURES OF THE PARTIES:

INVESTOR: PARTNER:

Company: Company:

BizEB AG BUBOOS63 INC.

Director: Director:
Mr. Hans Peter Eger (Director and CEO) Ms. Anna Cheyda / President

Passport No: C3J0J8N5C Passport No: PB4337506

Date of Issue: 29.01.2015 Date of Issue: 04-Nov-2021
Date of Expiry: 28.01.2025 Date of Expiry: 04-Nov-2031
Place of Issue: BEZIRKSAMT CHAR- Place of Issue: Australia
LOTTENBURG-WIL- MERSDORF BERLIN

***THE END THE AGREEMENT***

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