CONTRACT NUMBER: PTRGA -SALE 200MI/2024/04/40 MI

DATE: 20April 2024

AGREEMENT
103 VISA NET ACCOUNT INVESTOR-
PARTNER CONTRACT NUMBER:
PTRGA -SALE 200MI/2024/04/40 MI

This Partnership agreement on investment and financial co-operation (hereinafter referred to

as the “Agreement”) of total investments $200,000,000.00 (Two Hundred Million
DOLLARS) with possible R&E., are into this contract, by and between the following parties:

FIRST PART “A” INVESTOR

COMPANY Name PT. Relasi Guna Adikara
REGISTRO Nº 9120002761422
COMPANY ADDRESS Link. Kopo Kidul Ke. Gunungsugih Cilegon Banten

PLACE OF ISSUE Indonesia

REPRESENTANTE Rusliyansyah

PASPORT Nº C5883382
NACIONALITY Indonesia

Details of Bank Account – Where Funds Are Held

Bank Name Bank Mandiri (Persero) Tbk
Bank Address Jl. Jend Sudirman No. 36 B Sumur Pecung Serang Banten
Bank Swift Code BRMIIDJA
Account Name PT. Relasi Guna Adikara
IAC 483796
IAT WK07540823

(here in after referred to as the “Investor” or “Party-A”) on the one hand,

And
SECOND PARTY “B”: CASH TRANSFER RECEIVER
COMPANY NAME: SALE TO ALL UNIVERSE. S.L.
COMPANY ADDRESS: INDAUTXU KALEA, 10, ABANDO, 48009 BILBO,
BIZKAIA, SPAIN
COMPANY REG. N°: B 95905618
REPRESENTED BY: Mr. TEOFILO PARRÓN CAMBERO
PASSPORT NO.: PAP924765
DATE OF ISSUE: 03/02/2023
DATE OF EXPIRY: 03/02/2033
PLACE OF ISSUE: SPAIN
Investor Signature Page 1 of 12 Developer Signature
CONTRACT NUMBER: PTRGA -SALE 200 MI/2024/04/40 MI
DATE: 20April 2024
BANK NAME: CAIXABANK, S.A.
LARRETAMENDI KALEA, 1, 48490 UGAO-
BANK ADDRESS: MIRABALLES, BIZKAIA,SPAIN
ACCOUNT NAME: SALE TO ALL UNIVERSE. S.L.
IBAN: ES69 2100 4287 0622 0005 8292
SWIFT CODE: CAIXESBBXXX
IAC: 427367
IAT: 4287062200058292
BENEFICIARY: SALE TO ALL UNIVERSE. S.L.

(hereinafter referred to as the “Developer” or “Party-B”) on the other hand, both together
and individually hereinafter referred to as the "Parties", conclude an agreement of such
content, hereinafter referred to as the "Agreement":

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 declare 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 here to 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 “Developer”
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 “Developer” 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.

Investor Signature Page 2 of 12 Developer Signature

CONTRACT NUMBER: PTRGA -SALE 200 MI/2024/04/40 MI
DATE: 20April 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.

1.5. Investor makes their material investments as reinvestment referring to

1.5.1. $40,000,000.00 (Forty Million DOLLARS) with roils
1.5.2.First tranche - $40,000,000.00 (Forty million DOLLARS)
1.5.3. Subsequent tranches- to be agreed parties

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 Developer 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
fulfilment hereof.

3.1.5. Invest money in their own projects during validity hereof according to their current
legislation.

Investor Signature Page 3 of 12 Developer Signature

CONTRACT NUMBER: PTRGA -SALE 200 MI/2024/04/40 MI
DATE: 20April 2024
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 fulfilment 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 legal, financial and other documents, related to the
fulfilment 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 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.

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.

Investor Signature Page 4 of 12 Developer Signature

CONTRACT NUMBER: PTRGA -SALE 200 MI/2024/04/40 MI
DATE: 20April 2024
3.3.4. Provides Party A with all necessary legal, financial and other documents, related to the
fulfilment 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 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.

3.3.7. Attracts other legal 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.
TOTAL VOLUME: OF INVESTMENTS ORDER: OF FINANCING: Investor’s
currency:$(DOLLAR)
TOTAL INVESTMENT AMOUNT: $200,000,000.00 (Two Hundred Million DOLLARS)
with R&E

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.
4. TRANSACTION PROCEDURES: FIN 103 Single Customer Credit Transfer VISA NET
account

4.1. Party-B completes/signs/seals this Agreement and submits them to Party -A via e-
mail, along with the compliance documents, which shall include the following:

• Present Agreement (PAIFC), with all annexes;

• Copy of the authorized signatory’s passport.

4.2. Party-A verifies, approves, completes and counter signs/seals this Agreement, and forwards
the whole package along with its compliance documents to mandate PARTY-A.

PARTY-A of mandate is to do hard copies contract a puts his signature / scanning the Agreement
and sends by e-mail BOTH Parties in PDF format to place the bank by e-mail (Hard copies to be
exchanged by courier service, if requested) which shall include the following:
• Present Agreement (PAIFC), with all annexes;
• Copy of the authorized signatory’s passport

4.3. Each Party puts this Agreement in his nominated bank and notifies the Party through its
authorized with an official mandate.

Investor Signature Page 5 of 12 Developer Signature

CONTRACT NUMBER: PTRGA -SALE 200 MI/2024/04/40 MI
DATE: 20April 2024

4.4. The procedure to be followed and inserted in the tissue attached to the contract.

5. CONFIDENTIAL INFORMATION AND SECURITY:

5.1. In connection with present Agreement, the Parties will provide the 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 an of great value to each Party which value may be impaired if the
secrecy of such information is not maintained.

5.2. 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.
5.3. 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.

6.4. Agreement which is to transfer and organize the bank shall be transmitted in the form of
scanned visa authorized signature.

6.5. 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:
7.1. 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:
8.1. Communication with banks will be limited to those between the Investor’s bank and
Developer’s bank and only by between authorized bank officers/representatives, including
principals of the Investor and the Developer, 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.

8.2. 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 legal purpose.
Investor Signature Page 6 of 12 Developer Signature
CONTRACT NUMBER: PTRGA -SALE 200 MI/2024/04/40 MI
DATE: 20April 2024

8.3. EDT-Electronic Document Transmittal & Counterparts: This Agreement may be executed in
multiple copies at different times and places, each being considered an original and binding. All
facsimile/electronic transmittal/communications, including electronic signature, relating to this
Agreement and which are mutually accepted by the Parties, shall be deemed legally binding and
enforceable documents for the duration of the transaction. 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);

• All electronically submitted documents shall be subject to the European Community

Directive No. 95/46/EEC, as applicable.

9. VALIDITY:

9.1. 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.

10. FULL UNDERSTANDING:

10.1. 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.

10.2. 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.

10.3. Until the physical exchange of original hard copies, the acknowledged fax and/or e-mail
copies of this Agreement shall be deemed original.

10.4. The commission payable under this Agreement is to be distributed in accordance with the
Irrevocable Fee Protection Agreement.

11. ASSIGNMENT:

11.1. 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.

12. TERM OF AGREEMENT:

12.1. This Agreement is a full recourse commercial commitment enforceable under the laws of the
jurisdiction of EC, Switzerland or any other member country of the European Union as it applies.
And, said law shall govern the interpretation, enforceability, performance, execution, validity and
Investor Signature Page 7 of 12 Developer Signature
CONTRACT NUMBER: PTRGA -SALE 200 MI/2024/04/40 MI
DATE: 20April 2024
any other such matter of this Agreement, ng upon the Parties signatories, their heirs, successors
and assigns, agents, principals, attorneys and all associated which shall remain in full force and
effect until completion of the said transaction and it is legally bindi partners involved in this
Agreement/contract/transaction.

13. LAW AND ARBITRATION:

13.1. 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, unless the Injured-Party takes legal action in a court of
jurisdiction. The USA, Liechtenstein, Swiss, or any other member country of the European Union
law to apply, as the Injured-Party may choose, which shall govern the interpretation, construction,
enforceability, performance, execution, validity and any other such matter regarding this
Agreement.

13.2. 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.

13.3. 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. PENALTY CLAUSE FOR NON-PERFORMANCE:

14.1. Should of the Parties A fail to perform in this Agreement, once it’s being signed/ sealed and
the term of validity thereof had expired, and excluding any banks default or delays in processing
wire transfers, the Party-in-Default indemnifies and guarantees to all present contractual parties a
total penalty fee of (against an official claim and invoice) 2% (two percent) of the face value of this
Agreement.

14.2. The only party allowed to make a claim under this Agreement, if any, is either Party A or
Party B. And, any claim must be first proven by the Injured-Party and invoice settled by the Party-
in-Default within 10 (ten) calendar days, or else the Injured-Party can file a legal claim against
Party-in-Default in any court of jurisdiction of their choice. Furthermore, we, the undersigned
Parties, hereby swear under the international laws or 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 banking officers are fully aware of, have approved and
are ready proceed with this transaction.

15. SIGNATURES:

Agreed and accepted by both Parties:

Investor Signature Page 8 of 12 Developer Signature

CONTRACT NUMBER: PTRGA -SALE 200 MI/2024/04/40 MI
DATE: 20April 2024
The Investor / Party-A:

Company Name PT. Relasi Guna Adikara

Represented by: Rusliyansyah

Passport
Number:
C5883382

Date of Issue 03 Januari 2020

Date of Expiry:
03 Januari 2025
Place of Issue:
Indonesia

The Developer / Party-B

Company Name: SALE TO ALL

UNIVERSE. S.L. Director: Mr. TEOFILO
PARRÓN CAMBERO
Passport №:
PAP924765 Date of
Issue: 03/02/2023
Date of Expiry:
03/02/2033 Place of
Issue: SPAIN

Investor Signature Page 9 of 12 Developer Signature

CONTRACT NUMBER: PTRGA -SALE 200 MI/2024/04/40 MI
DATE: 20April 2024

PASSPORT INVESTOR

Investor Signature Page 10 of 12 Developer Signature

CONTRACT NUMBER:
DATE: 18 April 2024

CERTIFICAT OF REGISTRATION INVESTOR

Investor Signature Page 11 of Developer Signature

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CONTRACT NUMBER:
DATE: 18 April 2024

PASSPORT REICEVER

Investor Signature Page 12 of 12 Developer Signature

CONTRACT NUMBER:
DATE: 18 April 2024

CERTIFICATE OF INCORPORATION
RECEIVER

Investor Signature Page 13 of 12 Developer Signature

CONTRACT NUMBER:
DATE: 18 April 2024

EDT (Electronic Document Transmissions)

EDT’s shall be deemed valid and enforceable in respect of any provisions of this document.
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) and - ELECTRONIC
COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United
Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). - 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.
ELECTRONIC TRANSMISSIONS: Each party is to sign and initial this document and send
copies to the other party via Electronic Mail and shall be considered the same as an original.
When each party has completed copies of this Electronic Mail from the other party, the
document is considered to be finalized by all parties. By executing this Agreement both
parties acknowledge that they have the hardware and software required to receive and
transmit communications (emails and email attachments) electronically to each other, in
generally-acceptable business formats (such as, but not limited to, Microsoft Excel
PowerPoint). Both parties specifically agree to do business with each other electronically.
<<<END OF DOCUMENT>>>

Investor Signature Page 14 of 12 Developer Signature