Contract Number: L.H.

C-XXX/GPILS/500MLN/24OCT2023

DEED OF AGREEMENT
ON INVESTMENT MANAGEMENT
GPI – LOCAL SWIFT – SEMIAUTOMATIC – WITH UETR

THIS PARTNERSHIP AGREEMENT ON INVESTMENT MANAGEMENT OF THE TRANSFER

S FOR COMMERCIAL REAL ESTATE PROJECT INVESTMENTS.
GPI – LOCAL SWIFT – SEMIAUTOMATIC – WITH UETR
TRANSACTION REFERENCE CONTRACT No: L.H.C-XXX/GPILS/500MLN/24OCT2023
(herein after, referred to, as “the Agreement”) is entered on the date of 24 OCTOBER, 2023 by
and between the following parties:

The PARTY A - The INVESTOR:

COMPANY NAME: LANGUR HOLDING CORPORATION LTD

LEGAL ADDRESS CALLE GENERAL MOSCARDO 17 PLANTA 2, 28020 MADRID SPAIN
COMMERCIAL ADDRESS: CALLE DE NUNEZ DE BALBOA 120 PLANTA 4 28006 MADRID SPAIN
REG. NUMBER B87662136
REPRESENTED BY: MR. LOUIS FELIPE SUAREZ
PASSPORT NO. PAD115988
DATE OF ISSUANCE: 18/07/2016
DATE OF EXPIRATION: 18/07/2026
COUNTRY OF ISSUE: SPAIN
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS TAUNASENLAGE 12, 60325 FRANKFUHRT GERMANY
IBAN DE19500700100170853600
ACCOUNT NAME LANGUR HOLDING CORPORATION LTD
ACCOUNT SIGNATORY: MR. LOUIS FELIPE SUAREZ
SWIFT CODE: DEUTDEFFXXX
(Hereinafter referred to as the “Party A” or the “INVESTOR” )

PARTY “A” 1 | Page PARTY”B”

 Contract Number: L.H.C-TBN/GPILS/500MLN/30SET2023

The PARTY-B – The MANAGER:

COMPANY NAME: US MASSESE 1919 SSDRL

COMPANY ADDRESS ITALIAN
REG. NUMBER 94477
REPRESENTED BY: ANTONIO GERINI
PASSPORT NO. YB0100495
DATE OF ISSUANCE: 04.11.2016
DATE OF EXPIRATION: 03.11.2026
COUNTRY OF ISSUE: IYALY
BANK NAME: STANDARD BANK ISLE OF MAN LIMITED
BANK ADDRESS 1 CIRCULAR ROAD DUGLAS IM1 1SB ISLE OF MAN
ACCOUNT NAME ANTONIO GERINI
SWIFT CODE: SBICIMDX
IBAN: GB23SBIC40485210548319

(Hereinafter referred to as the “Party B” or the “RECEIVER”)

Party B has the capacity and will strictly abide by all Banking Laws and Regulations, set t
hrough compliance and due diligence requirements for all International Banking / Business / Comm
odity transactions worldwide. Party B has the ability to accept deposits / funds from around the Worl
d, Party B has the ability to accept / conclude International / Global Business Transactions throug
h
GPI – LOCAL SWIFT – SEMIAUTOMATIC – WITH UETR

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

WHEREAS: The Party- B is ready and able to receive this contract as a joint venture inves
tment for all parties herein for the execution of various infrastructure and development
projects,
Part- B is ready willing and able to receive GPI – LOCAL SWIFT – SEMIAUTOMATIC – WITH UE
TR
for € 500,000,000.00 (Five Hundred Million EURO) in agreed tranches with rollover and extension from Par
ty-A, these funds will be invested/disbursed by Party-B as Investment Agreement.

WHEREAS: The Party-A represents and warrants, with full corporate and legal responsibil
ity, that he has permission to enter into this Investment Agreement, as well as declares under pen
alty of perjury that the funds as per Party A bank statement hereby noted as Annex are good, clea
n, clear, and free of non- criminal origin, are free and clear of all liens, encumbrances and third pa
rties interests.

WHEREAS: The Party-B is ready willing and able to Receive each transaction
€ 500,000,000.00 (Five Hundred Million EURO) in agreed tranches by way of

PARTY “A” 2 | Page PARTY”B”

 Contract Number: L.H.C-XXX/GPILS/500MLN/24OCT2023

GPI – LOCAL SWIFT – SEMIAUTOMATIC – WITH UETR

which will be disbursed in accordance with Project requirements and with the PAYOUT LIST
instructions.

DESCRIPTION OFTRANSACTION :

Sender Instrument: GPI – LOCAL SWIFT – SEMIAUTOMATIC – WITH UETR

Totally amount: € 500,000,000.00 ( Five Hundred Million EURO ) WITH R&E

First Tranche: € 7,500,000.00 ( Seven Million Five Hundred Thousand EURO )
Follow tranches: TBA
Remittance by: WIRE TRANSFER

RATE: TBA
Payment by: Wire Transfer within 3 Working Day after accreditation of funds.

GPI – LOCAL SWIFT – SEMIAUTOMATIC – WITH UETR

The Parties will lodge a copy of this executed DOA into their respective banks;

After 2 working day after registration of contracts, Party A send

GPI – LOCAL SWIFT – SEMIAUTOMATIC – WITH UETR – for a first tranche schedule amo
unt;

Following the sending of the funds, a copy of the SGPI – LOCAL SWIFT – SEMIAUTOMATI
C – WITH UETR with all codes indicated, Black Screen will be provided by Party A and w
ill be sent to complete the transaction by Party B;

Procedures and Indication for bank receiver / Swift Manager:

PARTY “A” 3 | Page PARTY”B”

 Contract Number: L.H.C-TBN/GPILS/500MLN/30SET2023

Bank officer login into the LOCAL SWIFT GPI SYSTEM and:

Input Transaction ID or FIGURES FROM FIELD F20 of the swift, the system will show the f
unds;

After Input Transaction ID or FIGURES FROM FIELD F20 in his LOCAL SWIFT GPI SYSTE
M it will show the funds. The bank officer / swift manager has to follow instructions gi
ven by the system;

After the funds shown, system will ask BO/SM to input receiver bank details and beneficia
ry details ( account number, company name.... etc ), please input it;

Then input UETR CODE to clear the funds into your Bank and beneficiary account.

Just follow the instructions until showing download is completed.

The funds is directed into beneficary account.

MUST BE USE SWIFT SYSTEM ON LOCAL SERVER

IMPORTANT:

DO NOT MAKE ANY INTERRUPTIONS DURING ALL STEPS;

BE CAREFULL, IF DOING IT IN THE SERVER GLOBAL SWIFT.COM, SWIFT.NET WITH
SWIFT INTERFACE APPLICATION, FUNDS WILL COME EMPTY!

NON-SOLICITATION

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 this future transac
tion. Any delay in or failure of performance by either party of their respective obligations under this A
greement shall constitute a breach here under 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 be
yond the control of such party in default.

The term Beyond the Control of Such Party includes Act of War, Rebellion, Fire, Flood, Ea
rthquake or other natural disasters, and any other cause not within the control of such nonperformin
g party, or which the non- performing party by exercise of reasonable diligence is unable to foresee
or prevent or remedy.

REPRESENTATIONS AND WARRANTIES

PARTY “A” 4 | Page PARTY”B”

 Contract Number: L.H.C-XXX/GPILS/500MLN/24OCT2023

Organization.
It is duly organized, validly existing and in good standing under the laws of its jurisdiction o
f formation with all requisite power and authority to enter into this Agreement, to perform its obligatio
ns here under and to conduct the business of this transaction.

Enforceability.
This Agreement constitutes the legal, valid and binding obligation of such party enforceabl
e in accordance with its terms.

Consents and Authority. No consents or approvals are required from any of the governmental aut
hority or other person for it to enter into this Agreement. All actions on the part of such acting p
arty necessary for the authorization, execution and delivery of this Agreement, and the consum
mation 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 transa
ctions contemplated hereby by it do not conflict with or contravene the provisions of its organiz
ational documents or any agreement or instrument by which it or its properties or assets are bo
und or any law, rule, regulation, order or decree to which it or its properties or assets are subje
ct.

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

MISCELLANEOUS

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

Specific Performance; Other Rights. The Parties recognize that several of the rights granted und
er this Agreement are unique and, accordingly, the Parties shall in addition to such other reme
dies 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 Exhi
bits and other documents referred to herein (which form a part hereof), constitutes the entire agreem
ent of the Parties with respect to the subject matter hereof, and supersedes all prior agreements an
d understandings between them as to such subject matter and all such prior agreements and un
derstandings 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 Agreemen
t, the provisions of the applicable Joint Venture Agreement shall control.

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 Contract Number: L.H.C-TBN/GPILS/500MLN/30SET2023

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

Severability. If any provision of this Agreement shall be held or deemed by a final order of a comp
etent authority to be invalid, inoperative or unenforceable, such circumstance shall not have th
e effect of rendering any other provision or provisions herein contained invalid, inoperative or u
nenforceable, but this Agreement shall be construed as if such invalid, inoperative or unenforc
eable provision had never been contained herein so as to give full force and effect to the rema
ining 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 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 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 co
ntroversy, 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 suc
h 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 on-convenient.

Waiver of Jury Trial. The Parties Hereto Hereby Irrevocably and Unconditionally Waive Trial by Ju
ry in Any Legal Action or Proceeding Relating to This Agreement and For Any Counterclaim th
erein.

No Rights of Third Parties. This Agreement is made solely and specifically between and for the b
enefit of the Parties hereto and their respective members, successors and assigns subject to th
e express provisions hereof relating to successors and assigns, and no other Person whatsoev
er 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 af
ter the expiration or termination of this Agreement shall be enforceable notwithstanding the exp
iration or other termination of this Agreement.

Headings. Headings are included solely for convenience of reference and if there is any conflict be
tween headings and the text of this Agreement, the text shall control.

No Broker. Each of Investor and Asset Manager represent and warrant that it has not dealt with an
y broker in connection with this Agreement and agrees to indemnify, defend and hold harmles
s each other party hereto and its Affiliates from all claims and/or damages as a result of this re
presentation and warranty being false.

Currency. Any exchange of funds between Sender and Receiver shall be made in the same curren
cy 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.

PARTY “A” 6 | Page PARTY”B”

 Contract Number: L.H.C-XXX/GPILS/500MLN/24OCT2023

ARBITRATION
(a)All disputes and questions whatsoever which arises between the Parties to this Agreement and to
uching on this Agreement on the construction or application there of or any account cost, liability to be made
here under 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 resolved disputes arising from unintended or in advertent violatio
n of this contractual Agreement as far as possible amicably. In the event that adjudication is required local leg
al process shall be preceded with according to the principal of the ICC as above indicated. Where judicial reso
lution is not there by achieved, this matter shall be settled by the ICC itself and the decision of which all Partie
s shall consider to be final and binding. No State court of any nation hall have subject matter jurisdiction over
matters arising under this Agreement.
(c) This Agreement contains the entire agreement and understanding concerning the subject
matterhereof and supersedes and replaces all prior negotiations and proposed agreements, written oro ral.
Neither of the Parties may alter, amend, nor modify this Agreement, except by an instrument in writing sig
ned by both Parties.
(d) This agreement is automatically void if the transaction carried out by the investor is not executed in a
ccordance with international standard banking procedures, bank’s server to bank’s server.
(e) This Agreement will be governed by and construed in accordance with the laws of United Kingdom. I
n the event that either party shall be required to bring any legal actions against the other in order to enforce a
ny of the terms of this Agreement the prevailing party shall be entitled to recover reasonably attorney fees and cost
s.
(f) Communications will take place on the account to account only. No exceptions, e-mail, attachme
nts of this document, when duly executed are to be considered originals and binding documents.
(g)This Agreement once executed by both Parties will become effective as of the date first written ab
ove. 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 sign
ed by both parties, shall be deemed original.

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provi
sions 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 applic
able 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 Pa
rty may request hard copy of any document that has been previously transmitted by electronic means provid
ed however, that any such request shall in no manner delay the Parties from performing their respective oblig
ations and duties under EDT instruments.

IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seal
s upon this Agreement as of this date of OCTOBER 24, 2023

PARTY “A” 7 | Page PARTY”B”

 Contract Number: L.H.C-TBN/GPILS/500MLN/30SET2023

AGREED AND ACCEPTED:

For and on behalf of the Party A – For and on behalf of the Party B-
The Investor The Receiver
LANGUR HOLDING CORPORATION MASSESE 1919

SIGNATORY: MR. LUIS FELIPE SUAREZ SIGNATORY: MR. ANTONIO GERINI

TITLE: DIRECTOR TITLE: DIRECTOR
PASSPORT NUMBER: : PAD 115988 PASSPORT NUMBER: YB01100495
ISSUED BY COUNTRY: SPAIN ISSUED BY COUNTRY: ITALY

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PASSPORT COPY OF THE PARTY-A

PARTY “A” 8 | Page PARTY”B”

 Contract Number: L.H.C-XXX/GPILS/500MLN/24OCT2023

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CERTIFICATE OF INCORPORATION OF THE PARTY A

PARTY “A” 9 | Page PARTY”B”

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PASSPORT COPY OF THE PARTY-B

PARTY “A” 10 | Page PARTY”B”

 Contract Number: L.H.C-XXX/GPILS/500MLN/24OCT2023

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PARTY “A” 11 | Page PARTY”B”

 Contract Number: L.H.C-TBN/GPILS/500MLN/30SET2023

CERTIFICATE OF INCORPORATION OF THE PARTY B

***END OF DOCUMENT***

PARTY “A” 12 | Page PARTY”B”