AGREEMENT CODE: MT103-MTWRK-20012021

DEED OF AGREEMENT
DATE: 1st SEPTEMBER ,2023

THIS DEED OF AGREEMENT (HEREINAFTER REFERRED TO AS “AGREEMENT”) IS EXECUTED WITHOUT PREJUDICE

OR CONFLICT OF INTEREST, IS DULY UNDERSTOOD AND SIGNED BY BOTH PARTIES ACTING AT THEIR OWN
ACCORD ON 1st SEPTEMBER ,2023 BY AND BETWEEN:

THE WIRE TRANSFER ARRANGER – “PARTY A”:

COMPANY NAME PRIME VENTURE HOLDINGS LIMITED

COMPANY ADDRESS 169 WEEKES DRIVE SL12YW
COMPANY NUMBER 12357147
REPRESENTED BY MR ALBERT ABUDLOV
PASSPORT NO. 024529991
DATE ISSUE 03.04.2023
DATE EXPIRY 03.04.2033
ISSUED PLACE RUSSIA
BANK NAME: HSBC UK
BANK ADDRESS: 1 CENTENARY WEEKES DRIVE BRIMINGHAM B1 1HQ
IBAN NUMBER GB78HBUK40420802535130
SORT CODE: 404208
ACCOUNT NUMBER 02535130
BANK SWIFT CODE HBUKGB4BXXX

THE ABOVE NAMED CASH TRANSFER PROVIDER AS THE "PARTY A", HEREBY CONFIRMS, WITH FULL LEGAL
RESPONSIBILITY, UNDER PENALTY OF PERJURY OF LAW THAT WE ARE READY, WILLING AND ABLE TO DELIVER
CASH, UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW, BASED ON GOOD, CLEAN, CLEAR,
UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN;

AND
THE WIRE TRANSFER RECEIVER ARRANGER – “PARTY B”:
COMPANY NAME
COMPANY ADDRESS
CERTIFICATE NO.
REPRESENTED BY
PASSPORT NO.
DATE ISSUE
DATE EXPIRY
ISSUED PLACE
BANK NAME:
BANK ADDRESS:
SWIFT CODE:

Party A‘s Initial: P. 1 of 15 Party B’s Initial:

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 AGREEMENT CODE: MT103-MTWRK-20012021

ACCOUNT NAME:
ACCOUNT NO:

THE ABOVE NAME WIRE TRANSFER RECEIVER ARRANGER AS THE "PARTY B", HEREBY CONFIRMS, WITH FULL
LEGAL RESPONSIBILITY, UNDER PENALTY OF PERJURY OF LAW, THAT WE ARE READY, WILLING AND ABLE TO
RECEIVE FUNDS BY WIRE TRANSFER, UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW WITH GOOD,
CLEAN, CLEAR, UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN.

BOTH PARTIES COLLECTIVELY BEING REFERRED TO AS THE “PARTIES.

TRANSACTION DESCRIPTION:
INSTRUMENT : SWIFT MT103 WIRE TRANSFER (FRONT DESK)
ISSUING BANK : HSBC UK
CONTRACT AMOUNT : € 500,000,000.00 (FIVE HUNDRED MILLION EURO)
TRANCHES : AS PER TABLE

CURRENCY : EURO
PAYMENT : BY UNCONDITIONAL WIRE TRANSFER/ TT
CURRENCY : EURO
DISTRIBUTION : 40% OF TOTAL FACE VALUE TO PARTY A.
55% OF TOTAL FACE VALUE TO PARTY B
: 5% MANDATE
PURPOSE OF : INVESTMENT PURPOSES
PAYMENT
SPECIAL NOTE : TRANSFER AMOUNT WITHIN 72 HOURS UPON RECEIPT OF WIRE TRANSFER SLIP COPY.

TRANSACTION PROCEDURES:
1 PARTY B SUBMITS TO PARTY A THIS SIGNED AGREEMENT AND AFTER COMPLETED DUE DILIGENCE,
PARTY A COUNTERSIGNS THIS AGREEMENT, WITH FULL BANKING CO-ORDINATES AND THIS AGREEMENT
THUS BECOMES A FULL RECOURSE COMMERCIAL CONTRACT. BOTH PARTIES SHALL LODGE THIS
AGREEMENT WITH THEIR RESPECTIVE BANKS.

2. AFTER SIGNING THIS AGREEMENT, WITHIN THREE (3) BANKING DAYS, PARTY A TRANSFER CASH (FRONT
DESK) OF AMOUNT TWENTY MILLION EUROS (20,000,000.00) AS FIRST TRANCHE TO PARTY B‘S
DESIGNATED ACCOUNT BY SWIFT MT103 WIRE TRANSFER AND PROVIDE TRANSFER SLIP TO PARTY B.

3. AFTER PARTY A PROVIDE FIRST TRANCHE TRANSFER SLIP COPY TO PARTY B, WITHIN 24 HOURS, PARTY
B PAY OFF CASH TRANSFE AMOUNT TO PARTY A‘S DESIGNATED ACCOUNT OR BITCOIN WALLET AND TO
BOTH PARTY A‘S AND PARTY B‘S INTERMEDIARIES AT THE SAME TIME.
4.
AFTER PARTY A RECEIVE AMOUNT IN ACCOUNT, WITHIN 72 HOURS,THE SECOND TRANCH WILL BE DONE.

Party A‘s Initial: P. 2 of 15 Party B’s Initial:

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 AGREEMENT CODE: MT103-MTWRK-20012021

5. THE RECEIVER IS EXPECTED TO PURCHASE THE SOFTWARE READILY NEEDED FOR THE TRANSACTION AND
ALSO SETTLE THE BANK CHARGES INVOLVED IN THE COURSE OF THE TRANSACTION IF THERE IS ANY.

ALL SUBSEQUENT TRANCHES WILL BE BASED ON THE SAME PROCEDURES OR AGREED BY BOTH PARTIES, UNTIL
COLLATERAL OR FUNDS BECOME EXHAUSTED.

ANY UNAUTHORIZED BANK CALLS, PROBES OR COMMUNICATIONS, OR AN IMPROPER SOLICITATION OR

DISCLOSURE INVOLVING ANY OF THE BANKS CONCERNED IN THIS TRANSACTION WILL RESULT IN IMMEDIATE
CANCELLATION OF THIS TRANSACTION AND SUBJECT THE VIOLATING PARTY TO DAMAGES.

BANKING INFORMATION:
PARTY A'S BANKING COORDINATES/BITCOIN WALLET:
PARTY A-1’S BANK COORDINATES: FOR RECEIVING 40 % OF FACE VALUE

BANK NAME/BITCOIN Bc1qm3g80qn0gal5w293597uj7wz09q5yj4wsgj9w7

WALLET
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT IBAN (EUR)
BANK OFFICER
**SPECIAL NOTE BENEFICIARY RESERVES THE RIGHT TO USE ANY OF HIS BANK ACCOUNTS AND
MORE THAN ONE ACCOUNTS TO RECEIVE THE PAYMENT/BITCOIN WALLET

PARTY A-2‘S BANK COORDINATES: xx× % FOR SENDER’S MANDATE (A)

PAYMASTER NAME
BANK NAME:
BANKADDRESS
ACCOUNT NAME:
ACCOUNT NO:
SWIFT CODE
IBAN NUMBER

BANK MANAGER
BANK EMAIL
BENEFICIARIES:
PRE-ADVICE MUST BE SENT VIA SWIFT TO BENEFICIARY PRIOR TO WIRE TRANSFER
OF FUNDS, WITH COPY OF NOTIFICATION BY EMAIL TO IMMEDIATELY UPON
Special Wire Instructions TRANSFER/PAYMENT SETTLEMENT OF EACH AND EVERY TRANCHE UNDER THE
APPLICABLE TRANSACTION CODE: 1001634293116801155, AS PER CONTRACT No.
WGLBTS2050-DGCL01042021.
“SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER/CLIENT IS KNOWN TO US
AND IN GOOD STANDING. THIS TRANSFER IS DONE WITH FULL BANK RESPONSIBILITY,
Required Instructions: AND OUR COMPLIANCE HAS CLEARED/CHECKED THE SOURCE OF THE FUNDS, AND IT
COMPLIES FULLY WITH ANTI-MONEY LAUNDERING RULES AND REGULATIONS.”

Party A‘s Initial: P. 3 of 15 Party B’s Initial:

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 AGREEMENT CODE: MT103-MTWRK-20012021

PARTY B'S BANKING COORDINATES:

PARTY B‘S BANK COORDINATES: 55% FOR RECEIVING CASH TRANSFER BY SWIFT MT103 (FRONT DESK) AT THE SAME
BANK

BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NO
ACCOUNT NAME
IBAN
BENEFICIARY
N° REFERENCE
SPECIAL INSTRUCTIONS

PARTY B-1‘S BANK COORDINATES: 5% FOR RECEIVER’S MANDATE

PAYMASTER:
BANK NAME:

BANK ADDRESS:

ACCOUNT NAME:
SWIFT CODE / BIC
ACCOUNT NUMBER:
BANK MANAGER:
BANK TELEPHONE
All Wire transfers shall incorporate below Text Message and a copy of
Bank Wire Transfer slip shall be emailed to: xxxx also as to: for legal
SPECIAL WIRE verification and documentation pursuant to Patriot Act/Banking
INSTRUCTIONS: regulations with One Original Contract copy to be filed with Bank. ALL
TRANSFER INSTRUCTIONS SHALL STATE: "FUNDS ARE CLEAN AND CLEAR,
OF NON-CRIMINAL ORIGIN
AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY
BENEIFICIARY'S BANK WITH SAME DAY'S CREDITED.

Party A‘s Initial: P. 4 of 15 Party B’s Initial:

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IMPROPER RELEASE OF THE ABOVE BANKING INFORMATION, FOR ANY REASON, WITHOUT THE WRITTEN PRIOR
AUTHORIZATION OF OTHER PARTY, SHALL BE CONSIDERED AS A BREACH OF CONTRACT AND WILL MAKE A
DEFAULTED PARTY TO BE ACTIONABLE FOR DAMAGES SUSTAINED HEREBY. EACH PARTY IS NOT ALLOWED TO
CONTACT THE OTHER PARTY'S BANK WITHOUT EXPRESSED WRITTEN PERMISSION. ANY PARTY ATTEMPTING TO
DO SO WILL LEAD TO CANCELLATION OF THIS TRANSACTION/AGREEMENT.

SPECIAL CONDITIONS:

ANY UNAUTHORIZED CALLS BY ANY PARTY OR ITS REPRESENTATIVE LAWYERS TO PROBE OR COMMUNICATION
IN AN IMPROPER WAY TO PARTY A OR PARTY B‘S BANK(S) IN THIS TRANSACTION SHALL BE PROHIBITTED AND
CONTRACT TERMINATED.

MULTIPLE BANKS AND ACCOUNTS MAY BE USED BY PARTY A AND PARTY B TO FACILITATE EXHAUSTION OF THE
CONTRACT. PARTY A AND PARTY B MAY CHANGE OR ADD TRANSACTION BANKS BY PROVIDING WRITTEN NOTICE
WITHIN TWENTY-FOUR (24) BANKING HOURS TO EACH OTHER.

BOTH PARTIES SHALL BE RESPONSIBLE FOR THEIR OWN INSTITUTIONAL COSTS, AND ACCEPT LIABILITY FOR
TAXES, IMPOSTS, LEVIES OR CHARGES THAT MAY BE APPLICABLE IN THE EXECUTION OF THE TRANSACTION.
GENERALLY RECOGNIZED INTERNATIONAL STANDARDS CONCERNING THE PAYMENT OF FEES AND
CONSULTANCY FEES, AS WELL AS NON-CIRCUMVENTION AND NON-DISCLOSURE SHALL APPLY FOR A PERIOD OF
FIVE (5) YEARS, RENEWABLE FOR ANOTHER FIVE YEARS PERIOD OF TIME AT THE OPTION OF BOTH PARTIES.
THIS TRANSACTION CONSTITUTES A PRIVATE PLACEMENT FOR BANK INSTRUMENTS BETWEEN THE PARTIES AND
SHALL NOT BE CONSTRUED AS A SECURITY TRANSACTION DESCRIBED IN THE UNITED STATES SECURITIES ACT OF
1934 AS AMENDED OR BY THE LAWS OF ANY OTHER NATION.
FACSIMILE, E-FAX OR E-MAIL TRANSMISSION AND COPIES OF THIS DOCUMENT, WHEN FULLY EXECUTED ARE TO
BE CONSIDERED ORIGINAL AND BINDING DOCUMENTS.

UPON ACCEPTANCE, THIS AGREEMENT BECOMES A LEGAL AND BINDING CONTRACT BETWEEN THE PARTIES.
EACH PARTY HOLDS ONE OF THE AGREEMENT SIGNED IN ORIGINAL AND MAY BE EXCHANGED TO COMPLETE
SIGNATURES IN WET INK AS HARD COPY CONTRACT WHEN REQUIRED.

BOTH PARTY A AND PARTY B JOINTLY AND SEVERALLY COVENANT AND UNDERTAKE TO ENSURE THAT THEIR
RESPECTIVE OBLIGATIONS UNDER THIS CONTRACT ARE MET. FAILURE TO PERFORM THEIR OBLIGATION UNDER
THIS CONTRACT WILL SUBJECT TO THE PENALTY OF ONE PERCENT (1%) OF FACE VALUE OF THE CASH TRANSFER
TO THE INJURED PARTY WITHOUT RECOURSE.

ARBITRATION:

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.

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. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE

Party A‘s Initial: P. 5 of 15 Party B’s Initial:

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 AGREEMENT CODE: MT103-MTWRK-20012021

WITH THE LAWS OF ENGLAND AND WALES. IN THE EVENT THAT EITHER PARTY SHALL BE REQUIRED TO BRING
ANY LEGAL ACTIONS AGAINST THE OTHER IT ENFORCE ANY OF THE TERMS OF THIS AGREEMENT THE PREVAILING
PARTY SHALL BE ENTITLED TO RECOVER REASONABLY ATTORNEY FEES AND COSTS.

SANCTIONS (NON PERFORMANCE)

AFTER THIS CONTRACT IS SIGNED BY BOTH PARTIES, AND COPIES EXCHANGED ELECTRONICALLY OR OTHERWISE
BY A DELIVERY SERVICE, FAILURE TO FOLLOW THE CLOSING PROCEDURE IN TIME AND FORM HEREIN IS
CONSIDERED BREACH OF THIS CONTRACT AND PUTS THE FAILING PARTY IN DEFAULT POSITION TO PAY A ONE
TIME PENALTY FEE OF ONE PERCENT (1%) OF THE CASH TRANSFER TO THE SUFFERING PARTY.

DISCLAIMER
THE INTERMEDIARIES ARE ONLY RESPONSIBLE FOR THIS RESOURCE AND BUSINESS DOCKING, THE
INTERMEDIARIES DO NOT UNDERTAKE ANY DISPUTES ARISING FROM THIS OPERATION CAUSED BY ECONOMIC,
CIVIL AND LEGAL LIABILITY.

NON-CIRCUMVENTION & NON-DISCLOSURE (NC/ND)

THE PARTIES HEREIN AGREE THE NON-CIRCUMVENTION/NON-DISCLOSURE RULES OF ICC, LATEST EDITION,
SHALL APPLY TO THE TRANSACTION FOR A PERIOD OF FIVE (5) YEARS FROM THE DATE OF EXECUTION OF THIS
AGREEMENT BY THE UNDERSIGNED, HIS/HER ASSIGNS, AGENTS, AND/OR HEIRS. THIS NC/ND ALSO APPLIES TO
ANY AND ALL OTHER TRANSACTIONS DIRECT OR INDIRECT. REGARDING THIS TRANSACTION AND ITS POSSIBLE
ROLLOVERS AND EXTENSIONS, EACH PARTY AND THEIR RESPECTIVE INTERMEDIARIES WARRANT NOT

REVEALING THE BANKING COORDINATES, PROVIDED HEREIN, TO ANY INDIVIDUAL OR INSTITUTION OTHER THAN
THOSE BANKING OFFICERS NECESSARY FOR COMPLETION OF THIS TRANSACTION.

AFTER CONFIRMING, BY SIGNATURE AND SEAL, THIS DOCUMENT WILL BE EFFECTIVE EQUAL AS AN AGREEMENT/
CONTRACT. EACH PARTY HOLDS ONE OF THE EFFECTIVE AGREEMENT/CONTRACTS BY THEIR EXECUTION BELOW,
THE PARTIES HERETO AGREE TO THE GENERAL TERMS AND ALL CONDITIONS HEREIN AND WARRANT ONTO THE
OTHER THE ENTIRE AGREEMENT BETWEEN PARTIES.

SIGNATURE PAGE FOLLOWS

Party A‘s Initial: P. 6 of 15 Party B’s Initial:

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IN WITNESS WHERE OF THE PARTIES EXECUTED THIS AGREEMENT AS OF THE DATE BELOW WRITTEN
CONFIRMED AND SIGNED ON 1st SEPTEMBER ,2023 FOR AND ON BEHALF OF PARTY A (PROVIDER):

_____________________________________
COMPANY NAME: PRIME VENTURE HOLDINGS LIMITED
REPRESENTED BY: MR ABUDLOV ALBERT
PASSPORT NUMBER: 024529991
NATIONALITY: RUSSIA
ISSUING DATE: 03.04.2023
EXPIRY DATE: 03.04.2033
CONFIRMED AND SIGNED ON 1st SEPTEMBER ,2023 FOR AND ON BEHALF OF PARTY B (RECEIVER):

_____________________________________
NAME: MR.
PASSPORT NUMBER:
NATIONALITY:
ISSUING DATE:
EXPIRY DATE:

Party A‘s Initial: P. 7 of 15 Party B’s Initial:

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Irrevocable Master Fee Protection Agreement (IMFPA)

AGREEMENT CODE: MT103-MTWRK-20012021
DATE: 1st SEPTEMBER ,2023

FROM : XXXXXXXXXXX

I the Undersigned, MR. Xxxxxccas the Paymaster hereby irrevocably with full legal authority and
corporate responsibility agree and guarantee to protect, and immediately cause to pay all fees due,
through the herein appointed master paymasters banking coordinates, according to the Distribution in
this Agreement, of each and every investment funds tranche received by us, where further Project
Financing fees shall be paid in Euro Currency and Divided as Agreed herein for the duration of this
transaction and, Disbursement. Furthermore, the payment of all proceeds is guaranteed with full personal
authority and responsibility as good, clean, cleared funds of non-criminal origin free of any liens and
unencumbered. The parties agree that the fees statedare compensation for services rendered and are
irrevocably and unconditionally guaranteed to be paid by the Bank under PARTY B instructions to the
Intermediaries, Agents and Consultants listed in this IMFPA Irrevocable Master Fee Protection Agreement
by WIRE Transfer upon 24 hours’ irrevocable consolidation of Release of Funds as per the Agreement
referenced above and the subject of the IMFPA and Value for CASH TRANCHE of full contract. The fees
will be free of legal impediment and free of any deductions, excluding bank transfer fees, for this and all
subsequent transactions between the parties.

CONFIRMED AND SIGNED ON 1st SEPTEMBER 2023 FOR AND ON BEHALF OF PARTY B (RECEIVER):
MR. XXXXXXXX

_____________________________________
NAME: MR. Xxxxx
PASSPORT NUMBER: xxxxcccc
NATIONALITY: xxxxxx
ISSUING DATE: xxxx
EXPIRY DATE: xxxxxx

Party A‘s Initial: P. 8 of 15 Party B’s Initial:

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TRANCHE TRANSFER SCHEDULE

Tranche Number Tranche Amount (EURO)

1 € 20,000,000.00
2 €80,000,000.00
3 €150,000,000.00
4 €250,000,000.00
€ 500,000,000.00

LEFT BLANK INTENTIONALLY

Party A‘s Initial: P. 9 of 15 Party B’s Initial:

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 AGREEMENT CODE: MT103-MTWRK-20012021

PARTY A’S COMPANY CERTIFICATE COPY

PARTY A’S PASSPORT COLOR COPY

Party A‘s Initial: P. 10 of 15 Party B’s Initial:

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PARTY B’S PASSPORT COLOR COPY

Party A‘s Initial: P. 11 of 15 Party B’s Initial:

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Party A‘s Initial: P. 12 of 15 Party B’s Initial:

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PARTY B‘S COMPANY CERTIFICATE COPY

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.

END OF AGREEMENT

Party A‘s Initial: P. 13 of 15 Party B’s Initial:

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