PARTNERSHIPAGREEMENT

This Partnership Agreement is on financial cooperation and transfer of direct international transfer,
hereinafter referred to as “Agreement” is entered and signed on this 28 day of February 2024 by and
between the following Parties:
PARTY-A, RECEIVER PARTNER:

COMPANY NAME: 1 Global Capital Sdn Bhd

COMPANY ADDRESS: NO 2 JALAN PERMATA 3, PUSAT PERDAGANGAN UTAMA, 81200

JOHOR BAHRU, JOHOR, MALAYSIA.

COMPANY REG. No.: 202001019719 (1376039-D)

REPRESENTED BY / TITLE: Eng Yit Beng

PASSPORT No.: A56264626

DATE OF ISSUE: 09/03/2019

DATE OF EXPIRY: 29/04/2024

BANK NAME: PUBLIC BANK BERHAD

 BANK ADDRESS: 42, Jalan Raya, Kulai Besar, 81000 Kulai, Johor, Malaysia

SWIFT CODE: PBBEMYKL

ACCOUNT NAME: ENG YIT BENG

ACCOUNT No: 5042518604

BANKER NAME: Ms Tang

BANKER TELEPHONE: +6076618528

BANKER EMAIL Klibm@publicbank.com.my

Hereinafter referred to as “Party A”, “RECEIVER”, “Partner”

AND

PARTY-B, SENDER, PARTNER:

DHIF INTERMEDIAÇÃO DE NEGÓCIOS EIRELI-EPP

COMPANY NAME:
COMPANY ADDRESS:

Rodovia DF 250, Etapa 3, Conjunto G, número 14 / Brasília – Distrito

Federal – Brasil – CEP 73.255-902

27.901.763/0001-60

COMPANY REG. No.:

HECTOR PEREIRA

REPRESENTED BY / TITLE:

GD784637

PASSPORT No.:

DATE OF ISSUE: February 23th, 2022

DATE OF EXPIRY: February 22th, 2032

COUNTRY OF ISSUE: BRASIL

BANK NAME BANCO DO BRASIL, Branch number: 1606-3, checking account: 1.009.098-3

BANK ADDRESS SBS, QD.1, BL.A TERREO/ Brasí lia – Distrito Federal – Brazil – CEP 70073-900
 ACCOUNT NUMBER / IBAN BR410000000001606001009093C1

ACCOUNT NAME DHIF INTERMEDIAÇÃO DE NEGÓCIOS EIRELI-EPP

ACCOUNT SIGNATORY HECTOR PEREIRA

BRAS BRRJCTA

SWIFT CODE / BIC

Hereinafter referred to as “Party B”, “SENDER”, “Partner”

WHEREAS: the Receiver express desire to receive cash funds for investments via direct international transfer
method transfer from the Provider and with full corporate and legal responsibility hereby confirms its direct
international transfer, which to be sent to nominated bank account, and confirms further that fund will be
made available to fulfill the payment requirements for investment and financial co-operation.

WHEREAS: the Provider desires to transfer via direct international transfer to the Receiver. The Provider
warrants, represents and declares under penalty of perjury that the DIRECT international transfer will not
be cash backed funds which are good, clean, clear and free and clear of any liens, encumbrances and
thirdparty interests.
DETAILS OF TRANSACTION:

METHOD OF TRANSFER: Mt103 direct wire

CURRENCY: USD
 TOTAL TRENCHE: $62,000,000.00

FIRST TRANCHE: $18,000,000.00

SECOND TRENCHE: $20,000,000.00

THIRD TRANCHE:
$24,000,000.00

VALIDATION FEE: $7,600

SENDERS RATIO: 40%

 RECEIVERS RATIO: 60%

PROCEDURE:
1. PROVIDER AND RECEIVER INITIAL EACH PAGE, SIGN AND SEAL THIS AGREEMENT WHICH THEREBY BECOMES FULL
COMMERCIAL RECOURSE CONTRACT.
2. PROVIDER INITIATE TO TRANSFER THE CASH FUNDS VIA DIRECT INTERNATIONAL TRANSFER , AND PROVIDE TO
THE RECEIVER VIA SECURE EMAIL THE COPY OF THE TRANSACTION
DIRECT INTERNATIONAL TRANSFER RECEIVER PROVIDE REQUIRED RELATED APPROVAL FEE.

3. UPON SUCCESSFUL TRANSACTION AND SETLEMENT OF THE FUNDS, WITHIN THREE (3) BANKING BUSINESS
CALLENDAR DAYS, THE RECEIVER INITIATE TO TRANSFER THE PAYMENTS RATIO TO SENDER .

NOTES AND CONDITIONS:

1. ANY DELAY OR FAILURE OF PERFORMANCE BY EITHER PARTY INVOLVED OF THEIR RESPECTIVE OBLIGATIONS UNDER
THIS AGREEMENT SHALL CONSTITUTE A BREACH HEREUNDER AND WILL GIVE RISE TO CLAIMS FOR DAMAGES IF ANY, AND
TO THE EXTENT THAT SUCH DELAYS OR FAILURES IN PERFORMANCE ARE NOT CAUSED BY EVENTS OR CIRCUMSTANCE
BEYOND THE CONTROL OF SUCH PARTY.
2. 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 PREVUE OR REMEDY.

3. IMPROPER CIRCULATION OF THE ABOVE BANKING INFORMATION, FOR ANY REASON, WITHOUT THE RIGHT PRIOR
AUTHORIZATION OF THE OTHER PARTY, SHALL BE CONSIDERED AS A BREACH OF CONTRACT AND WILL MAKE THE
DEFAULTED PARTY TO BE ACTIONABLE FOR DAMAGES SUSTAINED HEREBY.
4. IN THE EVENT THAT THE RECEIVER CLAIMS “NON-RECEIPT” OF THE DIRECT INTERNATIONAL TRANSFER BY THE
SENDER, WITHIN ONE (1) BANKING DAY THE RECEIVER HAS TO PROVIDE OFFICIAL BANK LETTER STATING OF SUCH “NON–
RECEIPT” INCLUDING ITS SCREEN SHOT FROM THE RECEIVING COMPUTER SCREEN, IN HIGH PICTURE RESOLUTION.

5. THIS IS A PRIVATE TRANSACTION AND AS SUCH SHALL NOT BE INTERPRETED AS A SECURITIES TRANSACTION AS
INTERPRETED OR DESCRIBED IN THE BRAZILIAN SECURITIES ACT OF 1934 AS AMENDED OR BY THE LAWS OF ANY OTHER
COUNTRY ANY UNAUTHORIZED CALLS BY ANY PARTY OR ITS REPRESENTATIVE LAWYERS TO PROBES OR COMMUNICATION
IN AN IMPROPER WAY TO BANK(S) IN THIS TRANSACTION SHALL BE PROHIBITED AND MAY RENDER THIS CONTRACT
INVALID.

AGREEMENT EXECUTION:
EACH PARTY TO THIS AGREEMENT REPRESENTS THAT THEY HAVE FULL LEGAL AUTHORITY TO EXECUTE THIS AGREEMENT
AND THAT EACH PARTY AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS SET FORTH HEREIN. EACH
PARTY AGREES THAT THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY BY AND BETWEEN PARTIES VIA EMAIL OR
FACSIMILE TRANSMISSION WHICH SHOULD BE DEEMED AS ORIGINAL. ALL STATEMENTS MADE BY EITHER PARTY ARE
UNDER PENALTY OF PERJURY.

FORCE MAJEURE:
ANY DELAY OR FAILURE OF PERFORMANCE BY EITHER PARTY OF THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT
SHALL NOT CONSTITUTE A, BREACH HEREUNDER OR GIVE RISE TO ANY CLAIMS FOR DAMAGES AND TO THE
EXTENT THAT SUCH DELAYS OR FAILURES IN PERFORMANCE ARE CAUSED BY EVENTS OR CIRCUMSTANCE BEYOND THE
CONTROL OF SUCH PARTY. THE TERM “BEYOND THE CONTROL OF SUCH PARTY “INCLUDE LAWFUL ORDER OF
GOVERNMENT OR AUTHORITY, ACT OF WAR, REBELLION OR SABOTAGE, 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 PREVENTER REMEDY. NON-SOLICITATION:
THE PARTIES HEREBY CONFIRM AND DECLARE THAT ANY SHAREHOLDERS, ASSOCIATES, REPRESENTATIVES, ANY PERSON
OR PERSONS ON ITS BEHALF, HAVE NEVER SOLICITED HIM, ITS SHAREHOLDERS, ASSOCIATES AND REPRESENTATIVES IN ANY
WAY WHATSOEVER THAT CAN BE CONSTRUED AS A SOLICITATION FOR THIS OR ANY FUTURE TRANSACTION.

ANY DELAY IN OR FAILURE OF PERFORMANCE BY EITHER PARTY OF THEIR RESPECTIVE OBLIGATIONS UNDER THIS
AGREEMENT SHALL CONSTITUTE A BREACH HERE UNDER AND WILL GIVE RISE TO CLAIMS FOR DAMAGES IF, AND TO THE
EXTENT THAT SUCH DELAYS OR FAILURES IN PERFORMANCE ARE NOT CAUSED BY AN EVENT OF FORCE MAJEURE
CIRCUMSTANCE BEYOND THE CONTROL OF SUCH PARTY.

THE TERM OF "BEYOND THE CONTROL OF SUCH PARTY”, INCLUDE ACT OF WAR, REBELLION, FIRE, FLOOD, EARTHQUAKE AND
OTHER NATURAL DISASTERS, OR ANY OTHER CAUSE NOT WITHIN THE CONTROL OF SUCH PARTY OR WHICH IS BY EXERCISE
OF REASONABLE DILIGENCE THE PARTY IS UNABLE TO FORESEE OR PREVENT OR REMEDY. APPLICABLE LAW AND
JURISDICTION:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE BRAZILIAN 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.

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.
MISCELLANEOUS NOTICE(S) AND WARRANTIES:
MODIFICATIONS, AMENDMENTS, ADDENDUMS AND/OR EXTENSIONS TO THE PRESENT TRANSACTION/CONTRACT, IF ANY,
SHALL BE EXECUTED BY THE TWO (2) AUTHORIZED SIGNATORY PARTIES, RESPECTIVELY. SUCH DOCUMENT/AGREEMENT,
WHEN SIGNED AND REFERENCED TO THIS AGREEMENT, WHETHER RECEIVED BY MAIL OR FACSIMILE TRANSMISSION, AS
WELL AS ALL AND ANY FACSIMILE, E- MAIL OR PHOTOCOPIES OF THE TRUE ORIGINAL DOCUMENTS CERTIFIED BY BOTH
PARTIES HERETO AND/OR PUBLIC NOTARY, SHALL BE CONSIDERED AS AN ORIGINAL, BOTH LEGALLY BINDING AND
ENFORCEABLE FOR THE TERM OF THIS AGREEMENT.
SPECIFIC PERFORMANCE:
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.

AMENDMENTS:
THIS AGREEMENT COULD BE AMENDED, ALTERED, OR MODIFIED UPON THE UNANIMOUS AGREEMENT AND IN WRITING AND
SIGNED BY EACH PARTY. 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 OTHER PARTIES.

CONSENTS AND AUTHORITY:

NO CONSENTS OR APPROVALS ARE REQUIRED FROM ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON FOR IT TO ENTER
INTO THIS AGREEMENT. ALL ACTIONS 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.

IN WITNESS WHEREOF, THE PARTIES HEREUNTO CONFIRM AND AGREED WITH THIS PARTNERSHIP AGREEMENT IN IT’S
ENTIRETY AND HERETO DECLARE THAT THEY HAVE READ AND UNDERSTOOD AND ARE FULLY AWARE OF THE
INTERPRETATION OF ALL OF THE PROVISIONS, TERMS, AND CONDITIONS HEREIN AND FURTHER THAT THEY HAVE SIGNED
BY THEIR HAND BELOW AS OF THIS 17TH DAY OF August 2023: FOR AND ON BEHALF OF PARTY-A, RECEIVER:

____________________________________________ NAME,
:Eng Yit Beng / DIRECTOR
Passport Number: A56264626
- Country : Malaysia
Date of Issue: 09/03/2019

Date of Expiry: 29/04/2024

FOR AND ON BEHALF OF PARTY-B, SENDER: DHIF INTERMEDIAÇÃO DE NEGÓCIOS EIRELI-EPP

__________________________________________________
HECTOR PEREIRA - Managing Partner Passport
Number: GD784637 - Brazil
Date of Issue: February 23th, 2022
Date of Expiry: February 22th, 2032

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Agreement. As applicable,
this Agreement shall be:
1. Incorporate BRAZIL . 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
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.

PARTY-A (RECEIVER) PASSPORT COPY

PARTY-A (RECEIVER) CERTIFICATE OF
INCORPORATION
PARTY-B (SENDER) PASSPORT COPY
CONFIDENTIAL PARTY-B (SENDER) CERTIFICATE OF
INCORPORATION