PARTNERSHIP AGREEMENT No:Agreement No.

: 68955-13062022
Date: JUNE 13, 2022

INVESTMENTS AGREEMENT
Swift MT 103/ GPI SEMI- AUTOMATIC/ WITH UETR CODE

This PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT OF THE

TRANSFERS FOR ENERGY PROJECT INVESTMENTS VIA SWIFT MT-103/GPI SEMI-
AUTOMATIC WITH UETR
Date: JUNE 13, 2022 by and between the following party

The PARTY A - the INVESTOR

COMPANYNAME: GMC Global Management Consulting GmbH

BUSINESSADDRESS: Buedesheimer Ring 8a, 63452 Hanau, Germany
REGISTRATIONNUMBER:
HRB 95361 District Court Hanau
REPRESENTEDBY: Mr. Alexander Marcel Frose
PASSPORTNUMBER: C789KJ6ZV
DATEOFISSUE: 15.11.2016
DATEOF EXPIRY: 14.11.2026
COUNTRY: Germany
BANK: DEUTSCHE BANK AG
BANKADDRESS: An den Dominikanern 11 -27, 50587 Köln, Germany
SWIFTCODE: DEUTDEDBKOE
ACCOUNTNAME: GMC Global Management Consulting GmbH
ACCOUNTNO. 0106694300
IBANNO. DE80370700240106694300
BANK OFFICER Mike Doellinger
BANK OFFICER +49 69 910 100 00

(Hereinafter referred to as the “Party A” or the “INVESTOR”)

And - The PARTY-B - the MANAGER:

COMPANY NAME Norpac AgroPvtLtd.

COMPANY 4095 Sector 68, Mohali, Punjab, India, 160062
ADDRESS
COMPANY U 15490PB2021PTC053627
REPRESENTED BY MR. Bhagwant Singh
POSITION Director
PASSPORT Nº Z 6168984
DATE OF ISSUE 2 Sep 2021
DATE OF EXPIRY 1 Nov 2031
BANK NAME ICICI BankLtd.
BANK ADDRESS SCO 31, Sector 67, SAS Nagar, Mohali 160 062, India
SWIFT /GPI CODE ICICINBBCTS / ICICINBBCTS IFSC CODE: ICI0003669
ACCOUNT 366905500155
 NUMBER
ACCOUNT NAME Norpac Agro Pvt Ltd.
BANK OFFICER Ms. Lavisha Jolly
BANK OFFICER +91-8288097205
BANK OFFICER Iavisha.jolly@icicibank.com
E- MAIL
ICICI Bank UK PLC, GERMANY
NOSTRO BRANCH SWIFT CODE:
ACCOUNT: ICICDEFFXXX

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. 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 MT103/GPI). In prior to commence Party-B must provide
screenshot inside the GPI system to confirm capability to perform this deal.

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

WHEREAS: The Party-B is ready and able to receive this Pay Order as a joint venture investment for all
parties herein for the execution of various infrastructure development projects, & Part-B is ready willing and
able to receive said CASH TRANSFERS up to €100.000.000.00 EUROS with rollover and extension via
SWIFT MT-103/GPI SEMI-AUTOMATIC WITH UETR from Party-A, these funds will be
invested/disbursed by Party-B as per PAYOUT LIST instructions.

WHEREAS: The Party-A represents and warrants, with full corporate and legal responsibility, that he has
permission to enter into this Joint Venture Investment Agreement, as well as declares under penalty 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.
WHEREAS: The Party-B is ready will and able to Receive €100.000.000.00 EUROS by way of Cash
Transfer via SWIFT MT-103/GPI SEMI-AUTOMATIC WITH UETR CODE, which will be disbursed
in accordance with Project requirements and with the PAYOUT LIST instructions.

III. DESCRIPTION OF TRANSACTION

1 Sender’s Instrument : SWIFT Transfer MT-103/GPI SEMI-AUTOMATIC WITH

UETR CODE
2 Total Face Value: €100.000.000.00 (ONE HUNDRED MILLION EUROS) R&E

3 First Tranche: € 4,990.000,00 (FOUR MILLION NINE HUNDRED NINETY

THOUSAND EUROS)
4 Second Tranche: € 25.000.000,00 (TWENTY FIVE MILLION EUROS)

IN COORDINATION to be mutually
5 Remittance by : agreed SWIFT MT-103/GPI
. SEMI-AUTOMATIC /With UETR
code
 Payment by: SWIFT MT-103/ TT Transfer within
6 4 Banking Day After Receipt,
. Authentication & Verification from
Investor
7 Special remarks: It Is Understood That the Exact Amount and Timing of Tranches
. are defined between the parties

CASH TRANSFER VIA SWIFT MT-103/GPI SEMI-AUTOMATIC WITH UETR CODE:

1. Party-A & Party-B both sign & execute the Joint Venture Investment Agreement.
2. This Investment Agreement, which thereby automatically becomes a full commercial recourse
contract.
3. The Parties will lodge a copy of this executed Agreement into their respective banks for the
compliance, if necessary.
4. Party-A’s bank officer will transfer the CASH via SWIFT MT-103/GPI SEMI-
AUTOMATIC WITH UETR CODE to Party B’s account and provides a Copy of the
TRANSACTION SLIP, SWIFT MT-103/GPI SEMI-AUTOMATIC WITH UETR CODE AND
DISBURSEMENT INSTRUCTIONS
SWIFT MT-103/GPI to Party-B’s bank officer via e-mail for their reference and records. PartyB’s
bank officer makes the payments according to the DISBURSEMENT INSTRUCTIONS.
5. The Party-A bank officer places each folder in the common account at Party-B's bank and
provide the receiver by GPI SWIFT MT103.
6. TYPE OF SWIFT GPI – [ Swift GPI SEMI-AUTOMATIC / With UETR code)

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 transaction. 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.

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 non performing party, or which the non-
performing party by exercise of reasonable diligence is unable to foresee or prevent or remedy.
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 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 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.
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 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 rules and regulations of ICC Paris. The Parties consent to the exclusive jurisdiction of
the ICC 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- convenience.
(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.
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 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.
(i) 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.
(j) 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.
(k) 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.
(l) 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.

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 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.
(d) This Agreement will be governed by and construed in accordance with the laws of the 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 reasonable
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.

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.

IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon this
Agreement as of this date of 13/06/2022.

RECEIVER OR PARTY
INVESTOR OR PARTY “A”: “B”:
GMC Global Management Norpac Agro Pvt Ltd.
Consulting GmbH

Represented By Mr. Alexander Marcel Frose Represented By MR. Bhagwant Singh

Passport No. C789KJ6ZV Passport No. Z 6168984

Date of Issue 15.11.2016 Date of Issue 2 Sep 2021

Date of Expiry 14.11.2026 Date of Expiry 1 Nov 2031

Place of Issue Germany Place of Issue Indian Gov.

PASSPORT COPY OF THE PARTY A:
PASSPORT COPY OF THE PARTY B:
CERTIFICATE OF INCORPORATION OF THE PARTY A:
CERTIFICATE OF INCORPORATION OF THE PARTY B:

**THE END OF THE AGREEMENT***