Page 1 of 33

AGREEMENT NO.: UAI/TPC/€1TR&E

TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020
PRIVATE INVESTMENT AGREEMENT
TRANSFER VIA IP/IP CODE SERVER
THIS AGREEMENT ON DELIVERY OF CASH FUNDS FOR INVESTMENT | TRANSFER VIA IP/IP CODE SERVER (HEREINAFTER
REFERRED TO AS AGREEMENT) IS MADE AND EFFECTIVE ON THIS Sep 28, 2020.
BETWEEN
SIGNED FOR AND ON BEHALF OF PARTY- A (INVESTOR)
NIYA ELECTRONIC GROUP

COMPANY DETAILS

Address 184 E, Elkhorn Ave, Estes Park, CO 80517

Nepal
Registration Number 11418/070/071
Date of Registration 2013 JULY 18
Represented by THAPA BIJETA
Passport Number 08547258
Place of Issue Lalitpur
Date of Issue 2015 FEB 26
Date of Expiry 2025 FEB 25

NIYA ELECTRONIC GROUP

UBS ACCOUNT DETAILS

Bank Name DEUTSCHE Bank AG.
60254 Frankfurt AM Main, Germany
Address
Phone / Fax +49 699 1000
Swift/BIC Code DEUTDEFFXXX
Account Name THAPA BIJETA
Account Number 2406553000
Account IBAN Number DE76500700102406553000
Officer Name KAREN
Officer Mail [email protected]

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 2 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

NIYA ELECTRONIC GROUP

COMMON ACCOUNT 947259564
NUMBER
Global Server ID AS8373
Identity code 000000000SRT-RN-388
Transaction Server ID 090512DEUTDEFFXXX886479
Transaction Server IP 193.150.166.0/24
Global Server ID AS8373
(origin)
Logon domain DEUBA
Global Server ID AS8373
Global Server IP 193.150.166.0/24
Sender Server ID S020005636
Sender Server IP 193.150.166.0/24
IBAN DE76500700102406553000
Common Account 947259564
Number
Server Common NULL
Account
NIC-HDL NULL
Sort code 678691681
Commercial Account NULL
Number
Server Common NULL
Account Number
Clearing House code CR38828530
WTS Server S022225126
Farm Name FARM 42
Client Name F4700302
User Name 493069K1
Window Terminal Server WINDOWS
Clearing House Account DEUT-HEBA3 7890672

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 3 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020
IP Login to Server 193.150.166.0/243
Transaction Server ID 090512DEUTDEFFXXX886479
Transaction Server IP 193.150.166.0/24
Permit Money Arrival NULL
N°

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 4 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

AND
SIGNED FOR AND ON BEHALF OF
PARTY- B (DEVELOPER)
COMPANY NAME; LITONG CAPITAL LLC
REPRESENTED BY; XINHUA SONG
COMPANY REGISTRATION N0: NV20171717267
ASSET FUNDS MANAGER: Receiver
COMPANY NAME LITONG CAPITAL LLC
COMPANY ADDRESS: 372000 CENTRAL COURT., NNEWARK CA94538 USA
REPRESENTED BY; XINHUA SONG
PASSPORT COUNTRY: UNITED STATES OF AMERICA
PASSPORT NO: 422033621
DATE OF ISSUE: 26.10.2019
DATE OF EXPIRY; 25.10.2029
BANK NAME: BANK OF THE WEST, SAN FRANCISCO
BANK ADDRESS: 295 BUSH STREET, SAN FRANCISCO, CA 94104 USA
INTERMEDIARY BANK NAME: BNP PARIBAS, PARIS
SWIFT CODE: BNPAFRPPXXX
BENEFICARY BANK NAME: BANK OF THE WEST, SAN FRANCISCO BWSTUS66XXX
BENEFICARY BANK SWIFT CODE:
IBAN: 121100782
BENEFICIARY COMMON ACCOUNT: FR7630004008970004006318526
COMMON ACCOUNT NAME: BANK OF THE WEST
BENEFICARY: (FURTHER CREDIT TO) LITONG CAPITAL LLC 053587366
ACCOUNT NUMBER:
BANK ADDRESS: 2527 CAMINO SAN RAMON CA 94538 USA
COMPANY ADDRESS: 372000 CENTRAL CT, NEWARK CA 94560
SIGNATORY: XINHUA SONG

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 5 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

WHEREAS, THE PARTIES ARE INDIVIDUALLY KNOWN AS “PARTY A” AND/OR INVESTOR AND “PARTY B” AND/OR DEVELOPER
AND JOINTLY KNOWN AS PARTIES; AND

WHEREAS, INVESTOR IS HOLDING AN ACCOUNT AT UNION BANK OF SWITZERLAND, SWITZERLAND WITH CASH FUNDS TO BE
TRANSFERRED TO SECOND PARTY’S DESIGNATED ACCOUNT VIA IP/IP CODE SERVER AIMING AT INVESTMENTS; AND

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 6 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020
WHEREAS, DEVELOPER IS READY, WILLING AND ABLE TO RECEIVE SAID CASH FUNDS INTO ITS DESIGNATED ACCOUNT VIA
IP/IP CODE SERVER AND TO EXECUTE THE DISTRIBUTION AND TRANSFER OF SAID RECEIVED FUNDS TO DESIGNATED PARTIES
AND BANK ACCOUNTS VIA SWIFT MESSAGE MT103, IN ACCORDANCE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT;
AND

WHEREAS, DEVELOPER 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 DEVELOPER
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 TO THE TERMS AND CONDITIONS IN THIS
AGREEMENT;

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

INVESTOR REPRESENTS AND WARRANTS THAT IT HAS FULL CORPORATE RESPONSIBILITY PERMISSION TO ENTER INTO THIS
AGREEMENT. IT HEREBY DECLARES UNDER PENALTY OF PERJURY THAT THE FUNDS ARE GOOD, CLEAN, CLEAR, AND FREE OF
NON-CRIMINAL ORIGIN, AND ARE FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES AND THIRD-PARTY INTEREST.

BY SIGNING THIS AGREEMENT, INVESTOR REPRESENTS AND WARRANTS THAT IT IS GIVING TO DEVELOPER AND ITS
DESIGNATED PARTIES, FULL LEGAL AUTHORITY TO DOWNLOAD SAID CASH FUNDS VIA IP/IP CODE SERVER AND DISTRIBUTE
AND TRANSFER CASH FUNDS VIA SWIFT MESSAGE MT103, AS PER AGREED TERMS AND CONDITIONS IN THIS AGREEMENT.

DETAILS OF TRANSACTION INSTRUMENT: VIA IP/IP

(IP/IP) SERVER CASH FUNDS FOR INVESTMENT VIA INTERBANK

INSTRUMENT
SCREEN
TOTAL FACE VALUE €500,000,000,000.00(Five hundred BILLION EURO) WITH R&E

FIRST TRANCHE
€50,000,000.00(Fifty BILLION EURO) WITH R & E
SUBSEQUENT TRANCHE: AS PER AGREE BOTH BARTY
PAYMENT BY: SWIFT MT103
SPECIAL REMARKS: ALL TRANSFERS WILL BE E-MAILED TO RECEIVERS.
THE SENDER 45%(INCLUDING THE SENDER MEDIATOR)
DISTRIBUTION OF PERCENTAGE
THE RECEIVER 55%(INCLUDING THE RECEIVER MEDIATOR)

CLOSING PROCEDURES

1. INVESTOR AND DEVELOPER EXECUTE, SIGN AND SEAL THIS AGREEMENT ON THE DISTRIBUTION OF FUNDS BETWEEN
THE PARTICIPANTS OF THE INVESTMENT PROJECT, WHICH THEREBY AUTOMATICALLY BECOMES A FULL COMMERCIAL
RECOURSE CONTRACT. THIS SERVICE IS FOR BANK CUSTOMERS WHO REQUIRE CONFIDENTIALITY AND IT IS NOT A
TELEGRAPHIC OR SWIFT TRANSFER.

2. DEVELOPER IS OBLIGATED TO PROVIDE THE INVESTOR WITH NECESSARY DETAILS (ACCOUNT, BENEFICIARY CODES,
ID CODE ETC) FOR THE FUNDS TO BE UPLOADED BY THE INVESTOR'S BANK OFFICER VIA IP/IP (THE INVESTOR WILL
MAKE A TEST TO CONFIRM THAT ALL DETAILS ABOUT THIS TRASACTION ARE OK).

3. UPON THE SUCCESSFUL TRANSFER OF ABOVE SAID FUNDS TO THE DEVELOPER’S ACCOUNT VIA IP- IP, INVESTOR
PROVIDES THE DEVELOPER WITH A SECURE COPY OF THE TRANSFER’S SLIP VIA IP-IP WITH THE DETAILS OF THE
TRANSFER (ACCOUNT, BENEFICIARY, AMOUNT, IP CODE, TRANSACTION CODE ETC) WITHOUT FINAL CODES.

4. UPON RECEIPT OF THE TRANSFER’S SLIP, DEVELOPER LOCATES THE FUNDS.

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 7 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020
5. THE INVESTOR SHALL PROVIDES FINAL CODES TO DEVELOPER FOR DOWNLOAD FUNDS VIA IP- IP FROM THE SERVER’S
BANK TO THE ACCOUNT OF THE DEVELOPER AFTER THESE MENTIONED OPERATIVE STEPS, THE INVESTOR WILL
RECEIVE FROM DEVELOPER A PGL (PAYMENT GUARANTEE LETTER) OR BPU (BANK PAYMENT UNDERTAKING).

6. RECIVER PROCEEDS WITH DOWNLOAD OF FUNDS FROM COMMON ACCOUNT TO IT’S MAIN ACCOUNT.

7. UPON SUCCESSFUL DOWNLOADING, DEVELOPER’S BANK OFFICER IS RESPONSIBLE TO BLOCK AND WITHIN THREE
DAYS TO RE-DISTRIBUTE, FOR RE-INVESTMENT PURPOSES, THE FUNDS VIA SWIFT MT103/202.

8. ALL OTHER TRANCHES WILL BE MADE IN ACCORDANCE WITH THE ABOVE-MENTIONED PROCEDURE.

AGREEDANDACCEPTEDBYPARTY “A” INVESTOR AGREEDANDACCEPTEDBYPARTY “B” RECEIVER

SIGNATURE:PARTY “A” SENDER SIGNATURE:PARTY “B” RECEIVER

COMPANY NAME NIYA ELECTRONIC GROUP COMPANY NAME LITONG CAPITAL LLC
REPRESENT BY THAPA BIJETA REPRESENT BY XINHUA SONG
PASSPORT NUMBER 08547258 PASSPORT NUMBER 422033621
ISSUE DATE 2015 FEB 26 ISSUE DATE 26.10.2019
EXPIRE DATE 2025 FEB 25 EXPIRE DATE 25.10.2029
PLACE OF ISSUE Lalitpur PLACE OF ISSUE USA
DATE OF SIGNATUER 2020 JULY 30 DATE OF SIGNATUER 2020 Sep 28

NON-SOLICITATION
DEVELOPER HEREBY CONFIRMS AND DECLARES THAT INVESTOR, ITS ASSOCIATES OR REPRESENTATIVES OR ANY
PERSON OR PERSONS 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 THIS
TRANSACTION OR FOR FUTURETRANSACTIONS.

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 DELAYS OR FAILURES IN PERFORMANCE ARE NOT CAUSED BY EVENTS OR CIRCUMSTANCE

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 8 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020
BEYOND THE CONTROL OF SUCH PARTY.
THE TERM “BEYOND THE CONTROL OF SUCH PARTY” INCLUDES ACT OF WAR, REBELLION, 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.

REPRESENTATIONS AND WARRANTIES

REPRESENTATIONS

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 THIS AGREEMENT, TO
PERFORM ITS OBLIGATIONS HEREUNDER AND TO CONDUCT THE BUSINESS OF THE PROGRAM AND THE SUBSIDIARIES.

ENFORCEABILITY THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH PARTY
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.

CONSENTS AND AUTHORITY NO CONSENTS OR APPROVALS ARE REQUIRED FROM ANY GOVERNMENTAL AUTHORITY
OR OTHER PERSON FOR IT TO ENTER INTO THIS AGREEMENT. ALL ACTION ON THE PART OF SUCH 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.

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.

DEVELOPER 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. THE
PARTIES SHALL DO SO IN RESPECT OF EACH OTHER AND UNDER THIS AGREEMENT WRITTEN CONDITIONS.

MISCELLANEOUS NOTICE(S)
ANY MODIFICATIONS, AMENDMENTS, ADDENDUMS OR FOLLOW ON CONTRACTS WILL BE EXECUTED BY THE TWO
AUTHORIZED SIGNATORIES 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 THE PARTIES HERETO
SHALL BE CONSIDERED AS AN ORIGINAL, BOTH LEGALLY BINDING AND ENFORCEABLE FOR THE TERM OF THIS
AGREEMENT.

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.

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.

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 9 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020
AMENDMENTS
THIS AGREEMENT MAY NOT BE AMENDED, ALTERED OR MODIFIED EXCEPT (I) UPON THE UNANIMOUS BY INSTRUMENT
IN WRITING AND SIGNED BY EACH OF INVESTOR AND DEVELOPER.

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.

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 WHEN ONE OR MORE SUCH COUNTERPARTS HAVE BEEN
SIGNED BY EACH OF THE PARTIES AND DELIVERED TO EACH OF THE PARTIES.
APPLICABLE LAW; JURISDICTION
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE KINGDOM OF
ENGLAND.

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.

ARBITRATION
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 THE 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.

NO RIGHTS OF THIRD PARTIES

(I) 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.

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.

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.

CURRENCY
ANY EXCHANGE OF FUNDS BETWEEN INVESTOR AND DEVELOPER SHALL BE MADE IN THE SAME CURRENCY IN WHICH
INVESTOR TRANSFERRED THE INVESTMENT FUND. IN ADDITION, ALL CALCULATIONS PURSUANT TO THIS AGREEMENT

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 10 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020
AND ANY JOINT VENTURE AGREEMENT SHALL BE BASED ON ICC REGULATIONS.

AGREEDANDACCEPTEDBYPARTY “A” INVESTOR AGREEDANDACCEPTEDBYPARTY “B” RECEIVER

SIGNATURE:PARTY “A” SENDER SIGNATURE:PARTY “B” RECEIVER

COMPANY NAME NIYA ELECTRONIC GROUP COMPANY NAME LITONG CAPITAL LLC
REPRESENT BY THAPA BIJETA REPRESENT BY XINHUA SONG
PASSPORT NUMBER 08547258 PASSPORT NUMBER 422033621
ISSUE DATE 2015 FEB 26 ISSUE DATE 26.10.2019
EXPIRE DATE 2025 FEB 25 EXPIRE DATE 25.10.2029
PLACE OF ISSUE Lalitpur PLACE OF ISSUE USA
DATE OF SIGNATUER 2020 JULY 30 DATE OF SIGNATUER 2020 Sep 28

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT “IMFPA”

I MR. HERBERT KELLER REPRESENTED BY KAIBAC AGUNDERSIGNED PAYOR ACTING WITH FULL RESPONSIBILITY,
HEREBY IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST OR NOTIFICATION, WITHOUT PREJUDICE,
RECOURSE, OR DELAY GUARANTEE TO DISTRIBUTE FUNDS TO THE BENEFICIARIES LISTED ON THE DOCUMENT, AT THE
TIME OF SETTLEMENT OF EACH AND EVERY TRANCHE OF THE TRANSACTION.ALL TRANSFER INSTRUCTIONS SHALL
STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON
RECEIPT BY BENEFICIARY’S BANK, SAME DAY VALUE.”SAID TRANSFER IS DONE WITH FULL BANK RESPONSIBILITY AND
WE ARE SATISFIED AS TO THE SOURCE OF FUNDS TRANSMITTED, WHICH ARE GOOD, CLEAN, CLEARED, OF NON-
CRIMINAL AND NON-TERRORIST ORIGIN, ARE DERIVIED THROUGH COMMERCIAL SERVICES RENDERED TO INVESTOR.
SAID FUNDS ARE FOR IMMEDIATE CREDIT, INSTANT CASH PAYMENT AND SAME DAY VALUE, IN REFERENCE TO
CONTRACT WITH TRANSACTION CODE SIG-IPIP-1TEURO

SENDER 1:15%( FIFTEEN PERCENT) OF PAYMENT OF FIRST FOLDER’S FACE VALUE, INCLUDING ROLLS AND
EXTENSIONS TO BE FORWARD TO THE FOLLOWING ACCOUNT PROVIDED IN PGL

COMPANY NAME: DENA NANO LIMITED

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 11 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020
COMPANY ADDRESS: BEEVOR STREET, BARNSLEY, SOUTH
YOUKSHIRE S71 1HN UNITED KINGDOM
REPRESENTED BY: Dr. BRIAN SULAIMAN
DESIGNATION: Chairman/CEO
NATIONALITY: British
PASSPORT NUMBER: 511397809
DATE OF ISSUANCE: 02ND APRIL 2014
DATE OF EXPIRATION: 02ND APRIL 2024
BANK NAME: NATIONAL WESTMINSTER BANK PLC
BANK ADDRESS: 3 Cambridge Crescent, Harrogate HGI 1PE
United Kingdom
ACCOUNT NAME: DENA NANO LIMITED
ACCOUNT/IBAN NUMBER: 58318089
ACCOUNT SIGNATORY: Dr. BRIAN SULAIMAN
TRANSACTION SERVER URL: www.natwest.com
GLOBAL SERVER IP: 204.74.66.1
GLOBAL SERVER IP: IMN
TRANSACTION SERVER IP 204.74.66.1
TRANSACTION SERVER IP: IMN
RECEIVING SERVER IP: 204.74.111.1
IBAN NUMBER: GB98NWBK53502158318089
SWIFT CODE: NWBKGB2104J

Bank Officer, Name: Sophie Lowe

Email Officer: [email protected]
Country United Kingdom (GB)
Phone 0870 2403355
Web Bank: https://personal.natwest.com/personal.html

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 12 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 13 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 14 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

SENDER 2:20% ( TWENTY PERCENT ) OF PAYMENT OF FIRST FOLDER’S FACE VALUE, INCLUDING ROLLS AND
EXTENSIONS TO BE FORWARD TO THE FOLLOWING ACCOUNT PROVIDED IN PGL
DATE : 14.JUL.2020
CLIENT NAME : RECEP KANDEMİR
CITIZENSHIP : TURKEY
ITURKISH ID NUMBER : U23416287
PASSPORT : 14.07.2020/14.07.2021
ISSUE/EXPIRE DATE
ID NUMBER : 26743481364
DATE OF BIRTH : 13.07.1976
GSM : 00 90 532 351 14 56
EMAIL ADDRESS : [email protected]
SKYPE ID : [email protected]

BUSINESS NAME : ÖZKAR PETROL

BANK NAME : ZİRAAT BANKASI
Ostim Osb 100.Yıl Bulvarı No:99 PK 06374
BANK ADDRESS : YENİMAHALLE/ ANKARA/TURKEY
ACCOUNT NUMBER: : 1692-46347704-5007
( EURO
)
IBAN (EURO): : TR 84 0001 0016 9246 3477 0450 07
ACCOUNT NUMBER: : 1692-46347704-5006
( USD )
IBAN (USD): : TR 14 0001 0016 9246 3477 0450 06
ACCOUNT NUMBER: : 1692-46347704-5005
( TRL )
IBAN (TRL): : TR 41 0001 0016 9246 3477 0450 05
ACCOUNT NAME: : ÖZKAR PETROL
SWIFT: : TCZBTR2AXXX
BANK BRANCH - CODE : 1692 /OSTİM /ANKARA SUBESI
BANK OFFICER: : Barış YILMAZ
0090 312 386 10 47--int:131
BANK TEL : GSM:+90534 522 18 08
BANK EMAIL : [email protected]
SABANOZU OSB. 5. CADDE NO:9
BUSINESS ADDRESS : SABANOZU/CANKIRI
REGISTERED OFFICE : ÇANKIRI CHAMBER OF COMMERCE
REGISTRATION NUMBER : 4950584578
EMAIL ADRESS : [email protected]
LAWYER NAME : YASIN GOKHAN KAYAN

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 15 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020
LAWYERS PHONE : 00 90 544 965 03 94
LAWYERS ADDRESS : HÜKÜMET CAD.NO38/C ÇUBUK ANKARA

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 16 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

SENDER 3: 2.5% ( two and a half PERCENT ) OF PAYMENT OF FIRST FOLDER’S FACE VALUE, INCLUDING ROLLS AND
EXTENSIONS TO BE FORWARD TO THE FOLLOWING ACCOUNT PROVIDED IN PGL
1 COMPANY NAME: Commercial Agency Germany
2 COMPANY ADDRESS: Brundorfer weg 13,D-25790 Schwanewede,Germany
3 REPRESENTED BY:
4 BANK NAME: PostBank Hannover
5 BANK ADDRESS: Goseriede 16,D-30159 Hannover,Germany
6 ACCOUNT NUMBER/IBAN 0737561309
7 SWIFT CODE: PBNKDEFF
8 BANK OFFICER:
9 BANK TEL.: 00495119180
- ALL SWIFT MT103/202 TRANSFERS INSTRUCTION SHALL STATE: “FUNDS ARE
GOOD, CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN , FREE FROM ANYLIENS AND
ENCUMBRANCES, FREELY TRANSFERABLE AND PAYABLE IN CASH IMMEDIATELY,
11 SPECIAL INSTRUCTION
SAME DAY FOR IMMEDIATE CREDIT UPON RECEIPT BY BENEFICIARY’S BANK”

SWIFT COPY TO BE SENT IMMRDIATELY TO :[email protected]

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 17 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 18 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 19 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

TO BE SENDER 4– 2.5% ( two and a half PERCENT)OF PAYMENT OF FACE VALUE, INCLUDING ROLLS AND
EXTENSIONS TO BE FORWARD TO THE FOLLOWING ACCOUNT PROVIDED IN PGL
1 COMPANY NAME:
Company address
2

3 REPRESENTED BY:
4 BANK NAME: BANK MUSCAT
5 BANK ADDRESS:
6 ACCOUNT NUMBER/IBAN 03225050438790024
7 SWIFT CODE: BNUSONRXXXX
8 BANK OFFICER: MAJID Al GHUBRA [email protected]
9 BANK TEL.: +96824795555
- ALL SWIFT MT103/202 TRANSFERS INSTRUCTION SHALL STATE: “FUNDS ARE
GOOD, CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN , FREE FROM ANYLIENS AND
11 SPECIAL INSTRUCTION
ENCUMBRANCES, FREELY TRANSFERABLE AND PAYABLE IN CASH IMMEDIATELY,
SAME DAY FOR IMMEDIATE CREDIT UPON RECEIPT BY BENEFICIARY’S BANK”

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 20 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 21 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

receiver1 –55 % (FIFTY FIVE PERCENT)OF PAYMENT OF FACE VALUE, INCLUDING ROLLS AND EXTENSIONS

DEVELOPER / RECEIVER / PARTY “B”

COMPANY NAME; LITONG CAPITAL LLC

REPRESENTED BY; XINHUA SONG
COMPANY REGISTRATION N0: NV20171717267
ASSET FUNDS MANAGER: Receiver
COMPANY NAME LITONG CAPITAL LLC
COMPANY ADDRESS: 372000 CENTRAL COURT., NNEWARK CA94538 USA
REPRESENTED BY; XINHUA SONG
PASSPORT COUNTRY: UNITED STATES OF AMERICA
PASSPORT NO: 422033621
DATE OF ISSUE: 26.10.2019
DATE OF EXPIRY; 25.10.2029
BANK NAME: BANK OF THE WEST, SAN FRANCISCO
BANK ADDRESS: 295 BUSH STREET, SAN FRANCISCO, CA 94104 USA
INTERMEDIARY BANK NAME: BNP PARIBAS, PARIS
SWIFT CODE: BNPAFRPPXXX
BENEFICARY BANK NAME: BANK OF THE WEST, SAN FRANCISCO BWSTUS66XXX
BENEFICARY BANK SWIFT CODE:
IBAN: 121100782
BENEFICIARY COMMON ACCOUNT: FR7630004008970004006318526
COMMON ACCOUNT NAME: BANK OF THE WEST
BENEFICARY: (FURTHER CREDIT TO) LITONG CAPITAL LLC 053587366
ACCOUNT NUMBER:
BANK ADDRESS: 2527 CAMINO SAN RAMON CA 94538 USA
COMPANY ADDRESS: 372000 CENTRAL CT, NEWARK CA 94560
SIGNATORY: XINHUA SONG

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 22 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

RECEIVER 2– 2.5% ( TWO POINT FIVE PERCENT)OF PAYMENT OF FACE VALUE, INCLUDING ROLLS AND EXTENSIONS
TO BE FORWARD TO THE FOLLOWING ACCOUNT PROVIDED IN PGL.
1 COMPANY NAME:
2 COMPANY ADDRESS:
3 REPRESENTED BY:
4 BANK NAME: RBC ROYAL BANK OF CANADA
KINGSWAY & WALKER BR 7299 KINGSWAY ST BURANBY BC V5E
5 BANK ADDRESS:
1G7
6 ACCOUNT NUMBER/IBAN
7 SWIFT CODE: ROYCCAT2
8 BANK OFFICER:
9 BANK TEL.: 604-665-8352 FOX: 604-522-7057
- ALL SWIFT MT103/202 TRANSFERS INSTRUCTION SHALL STATE: “FUNDS ARE
GOOD, CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN , FREE FROM ANYLIENS AND
ENCUMBRANCES, FREELY TRANSFERABLE AND PAYABLE IN CASH IMMEDIATELY,
11 SPECIAL INSTRUCTION
SAME DAY FOR IMMEDIATE CREDIT UPON RECEIPT BY BENEFICIARY’S BANK”

SWIFT COPY TO BE SENT IMMRDIATELY TO :

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 23 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 24 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 25 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

RECEIVER 3– 2.5% ( TWO POINT FIVE PERCENT)OF PAYMENT OF FACE VALUE, INCLUDING ROLLS AND EXTENSIONS
TO BE FORWARD TO THE FOLLOWING ACCOUNT PROVIDED IN PGL.
1 COMPANY NAME:
2 COMPANY ADDRESS:
3 REPRESENTED BY:
4 BANK NAME: DEUTSCHE BANK AG , HONG KONG
57/F INTERNATIONAL COMMERCE CENTRE , 1AUSTIN ROAD WEST ,
5 BANK ADDRESS:
KOWLOON , HONG KONG
6 ACCOUNT NUMBER/IBAN 0026906-05-0
7 SWIFT CODE: DEUTHKHH
8 BANK OFFICER: BILL [email protected]
9 BANK TEL.: 0085222038659
- ALL SWIFT MT103/202 TRANSFERS INSTRUCTION SHALL STATE: “FUNDS ARE
GOOD, CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN , FREE FROM ANYLIENS AND
ENCUMBRANCES, FREELY TRANSFERABLE AND PAYABLE IN CASH IMMEDIATELY,
11 SPECIAL INSTRUCTION
SAME DAY FOR IMMEDIATE CREDIT UPON RECEIPT BY BENEFICIARY’S BANK”

SWIFT COPY TO BE SENT IMMRDIATELY TO :

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 26 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 27 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

SENDER, PARTY “A” - PASSPORT COPY

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 28 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

SENDER’S CERTIFICATE OF INCORPORATION COPY

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 29 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

RECEIVER PASSPORT COPY

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 30 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

RECEIVER INCORPORATION CERTIFECATE

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 31 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 32 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

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:

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)
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 USDPEAN 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.

WE HEREBY CONFIRM WITH FULL AUTHORITY THAT THE ABOVE STATED TERMS AND CONDITIONS ARE AGREED
AND ACCEPTED. IN WITNESS WHEREOF, THE PARTIES HERETO BY AFFIRMING WITH THEIR SIGNATURES AND
SEALS ON THIS PAGE CONSIDER THIS AGREEMENT AS LEGALLY BINDING AND ENFORCEABLE FROM THIS DATE.

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”

Page 33 of 33
AGREEMENT NO.: UAI/TPC/€1TR&E
TRANSACTION CODE: SIG-IPIP-1TEURO
DATE: Sep 28, 2020

AGREEDANDACCEPTEDBYPARTY “A” INVESTOR AGREEDANDACCEPTEDBYPARTY “B” RECEIVER

SIGNATURE:PARTY “A” SENDER SIGNATURE:PARTY “B” RECEIVER

COMPANY NAME NIYA ELECTRONIC GROUP COMPANY NAME LITONG CAPITAL LLC
REPRESENT BY THAPA BIJETA REPRESENT BY XINHUA SONG
PASSPORT NUMBER 08547258 PASSPORT NUMBER 422033621
ISSUE DATE 2015 FEB 26 ISSUE DATE 26.10.2019
EXPIRE DATE 2025 FEB 25 EXPIRE DATE 25.10.2029
PLACE OF ISSUE Lalitpur PLACE OF ISSUE USA
DATE OF SIGNATUER 2020 JULY 30 DATE OF SIGNATUER 2020 Sep 28

***END OF DOCUMENT***

INVESTOR / SENDER / PARTY “A” DEVELOPER / RECEIVER / PARTY “B”