JOINT-VENTURE AGREEMENT

FOR INVESTMENT FUNDS MANAGEMENT

VIA MT103 CASH COMMON ACCOUNT TRANSFER

BETWEEN

IN ASSOCIATION WITH

THE BEST INTERNATIONAL SERVICE CO. LTD.

AND

FORDIST TURKEY OTOMOTIV TURIZM INSAAT SANAYI VE

TICARET LIMITED SIRKETI

AGREEMENT NO.: COM – TURDEUTCOM22XX20255

TRANSACTION CODE: TUR - THE BEST INTERNATIONAL SERVICE

DATE:
25.01.2025

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This PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT OF THE TRANSFERS FOR FINANCIAL PROJECT
INVESTMENTS VIA SWIFT MT103-COMMON ACCOUNT TRANSFER.
(Hereinafter, referred to, as “the AGREEMENT”) is entered on the date of 25.01.2025

By and between the following Parties:

PARTY A/INVESTOR/SENDER:
COMPANY NAME: THE BEST INTERNATIONAL SERVICE CO. LTD.
COMPANY ADDRESS: Hong Kong, HK
COMPANY REGISTRATION NO.: 1654078
REPRESENTED BY: Jose Luis Varon Aranda
TITLE: CEO
PASSPORT NUMBER: PAL301797
COUNTRY: SPAIN
DATE OF ISSUE: 31 JULY 2020
DATE OF EXPIRY: 31 JULY 2030
AUTHORISED SIGNATORY: Jose Luis Varon Aranda
BANK NAME: Deutsche Bank AG
BANK ADDRESS: Taunusanlage 12
Frankfurt AM Main State , Germany
BANK SWIFT CODE OR BIC DEUTDEFFXXX
ACCOUNT NAME: The Best International Service Co. Ltd.
ACCOUNT NUMBER: 1082434000
IBAN NUMBER: DE39500700101082434000
BANK OFFICER NAME: Mr. Michael Ly

with full legal and corporate authority to sign this Agreement (from now on called PARTY A/ INVESTOR / SENDER.
PARTY-B / PARTNER /RECEIVER
COMPANY NAME: FORDIST TURKEY OTOMOTIV TURIZM INSAAT SANAYI VE TICARET LIMITED
SIRKETI
COMPANY ADDRESS: 19 MAYS MAH.HALASKARGAZİ CAD CIFTKURT BLOK NO:226/24 SISLI
COMPANY REGISTRATION NO.: 452213-5
REPRESENTED BY: GEREDELI LEYLA
TITLE: CEO
ID NUMBER: A38B30980
DATE ISSUED:
DATE OF EXPIRY: 17.09.2032
COUNTRY OF ISSUE: TURKEY
EMAIL ADDRESS: TBA
EBE DESIGNATED RECEIVING ACCOUNT COORDINATES
BANK NAME: GARANTI BANKASI (EUR)
BANK ADDRESS: MASLAK MAH AHI EVRAN CAD. NO:1 SARIYER/İSTANBUL
SWIFT CODE: TGBATRISXXX
ACCOUNT NAME: FORDIST TURKEY OTOMOTIV TURIZM INSAAT SANAYI VE TICARET
LIMITED SIRKETI
ACCOUNT NUMBER (IBAN): TR320006200078500009075966
AUTHORIZED SIGNATORY: GEREDELI LEYLA
BANK OFFICER NAME:
BANK OFFICER EMAIL:

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with full legal and corporate authority to sign this Agreement (hereinafter referred to as PARTY-B / PARTNER /
RECEIVER.
WHEREAS: 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 are good, clean, clear, and free of non-criminal origin, are free and clear of all liens,
encumbrances, and third-party interests.
WHEREAS: Party-B is ready, willing, and able to receive the Euro Investment Funds as per Clause 2 of this Agreement
in agreed Tranches with Rolls and Extensions by way of Cash Transfer Via SWIFT MT103 Cash Transfer COMMON
ACCOUNT. The investment funds shall be disbursed according to the IRREVOCABLE PAYMENT ORDER AND
DISTRIBUTION AGREEMENT executed between the Parties hereto.
1.​ SWIFT MT103 Cash Transfer COMMON ACCOUNT
1.1​ Party-A and Party-B both sign and execute this Joint Venture Investment Agreement.
1.2​ This Investment Agreement thereby automatically becomes a full commercial recourse contract.
1.3​ The Parties will lodge a copy of this executed Agreement into their respective banks for compliance,
if necessary.
1.4​ The Investor will then transfer the CASH via SWIFT MT103 Cash Transfer COMMON ACCOUNT to
Party-B’s account, and it will provide a Copy of the BLACK SCREEN and ORIGINAL REPORT providing
all necessary codes to search, retrieve, and accept the subject investment funds.
1.5​ Notice: There is no communication with the Sender’s Banker, the Sender will provide the
“Notification of Sending the Funds” as per the copies provided to the Receiver of the BLACK SCREEN
and the ORIGINAL REPORT as per 1.4 above.
1.6​ The Receiver’s Bank Officer shall use the code F20 or F21TRN to trace the funds in the SWIFT
International Global Server.
1.7. Party-B will verify, authenticate & confirm the receipt of the cash funds within three banking days
subject to fund clearance confirmation by the receiving bank and the Central Bank of the receiving
country, and then make the necessary disbursements via SWIFT MT103 Telegraphic Transfer
automatically as per the Irrevocable Payment Order and Distribution Agreement as mutually agreed.
1.8​ Customized Procedure in Chronological Order:
●​ Within a maximum of 3 banking days after execution Agreement signing completion, the
Sender's Bank will issue RWA SWIFT MT199 and advise readiness to transfer funds via SWIFT
MT103 Cash Transfer COMMON ACCOUNT The Sender shall provide a copy of said MT199 to
the Receiver. (OPTIONAL)Within 3 banking days after receipt and authentication of RWA SWIFT
MT199, the Receiver's bank replies by issuing RWA SWIFT MT199 and advising readiness to
receive funds via SWIFT MT103 Cash Transfer COMMON ACCOUNT. The Receiver shall provide
a copy ofsaid MT199 to the Sender. (OPTIONAL)
●​ Within 2 banking days, the Sender's bank officer will issue SWIFT MT103 Cash Transfer
COMMON ACCOUNTinto the Receiver's bank and the Sender provide the Black Screen SWIFT
Copy with all the codes (TRN/ACK Key codes including the Release and Final Codes) to
download and credit the beneficiary account as per this present Agreement

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2. TOTAL VOLUME OF INVESTMENTS AND ORDER OF FINANCING
Now therefore in consideration as herein set out and in consideration of the understanding, as well as of
here good valuables purposes, the adequacy and receipt of which is hereby acknowledged by Parties as
follows:
Party-A is ready to start project financing and shall provide Party-B with the funding necessary for
implementing investment and development projects through their respective EURO currency funds as
detailed below:
2.1. TERMS & CONDITIONS OF THE TRANSACTION

1. SENDER’S DELIVERY:
SWIFT MT103 Cash Transfer COMMON ACCOUNT
2. CONTRACT VALUE: €200,000,000.00
TWO HUNDRED MILLION EUROS (WITH R&E)
3. 1ST TRANCHE: €100.000.00
ONE HUNDRED THOUSAND EUROS
4. 2ND TRANCHE TBA

5. SUBSEQUENT TRANCHES: UPON MUTUAL AGREEMENT BY BOTH PARTIES

6. ROLLS & EXTENSIONS: R&E TRANCHES TO BE MUTUALLY AGREED
BETWEEN THE PARTIES.
7. REMITTANCE BY: MT103 - COMMON ACCOUNT
8. PAYMENT BY: SWIFT MT103 TELEGRAPHIC TRANSFER OR AS OTHERWISE
MUTUALLY AGREED IN WRITING BETWEEN PARTY-A AND
PARTY-B

2.2 IRREVOCABLE PAYMENT GUARANTEE AND DISTRIBUTION AGREEMENT

This Agreement No.: having Transaction Code:
Is subject to the terms and conditions of the IRREVOCABLE PAYMENT GUARANTEE AND
DISTRIBUTION AGREEMENT (IPGDA) which is an integral part of the Joint Venture Agreement for
Investment Funds Management Via SWIFT MT103 Cash Transfer COMMON ACCOUNT between the
Parties executing this Agreement. The IPGDA is a separate document annexed to this Agreement
No.:
TRANSACTION PROCEDURES:

Downloading procedure SWIFT on Common Account Mandatory- High-Level Bank Officer login into
SWIFT.com and:
The Bank Officer logs into SWIFT.com using USER ID and USER PASSWORD
Input in the field * TRN NO* the TRN Code ( in the SWIFT COPY MT103) and click ENTER.
THERE the system will show the funds.
The Bank Officer "DRAG" the electronic figure "the tranche amount" and drop it into the
"CREDIT SEQUENCE”.
Now the banking system will generate a "SEQUENCE NUMBER" within 5 minutes.
Once the "CREDIT SEQUENCE" ends the Funds will automatically convert into local
currency (IF REQUIRED). This will take a minimum of 24 hours to a maximum of 72 hour

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7. After the above SEQUENCE, now the Funds can be Manually Credited into beneficiary accounts by "Drag and Drop"
from the currency conversion into beneficiary account.
7.1 Once the amount is credited to the Beneficiary account with the reflected amount, the process is done.
2.​ NON-SOLICITATION
Manager 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
here under and will give rise to claims for damages if, and to 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 includes Acts of War, Rebellion, Fire, Flood, Earthquake, or
other natural disasters, and any other cause not within the control of such nonperforming party, or in
which the non-performing Party exercises reasonable diligence is unable to foresee or prevent or remedy.
3.​ REPRESENTATIONS AND WARRANTIES
3.1​ ORGANIZATION. It is duly organized, validly existing, and in good standing under the law 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.
3.2​ ENFORCEABILITY. This Agreement constitutes the legal, valid, and binding obligation of such party
enforceable by its terms.
3.3​ CONSENT and AUTHORITY. No consents or approvals are required from any of the governmental
authorities or other persons for it to enter into this Agreement. All actions onthe 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.
3.4​ 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.
3.5​ CONSULTATION. The Parties each have been allowed to seek and rely upon the advice of their
attorney, accountant, or another professional adviser in connection with the execution of this
agreement. Both Parties shall do so in respect of each other and under this Agreement’s written
conditions.
5​ MISCELLANEOUS
5.1​ NOTICE(S). The two authorized signatories will execute any modifications, amendments,
addendums, or follow-on contracts. 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.

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5.2​ 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.
5.3​ 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 concerning 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.
5.4​ AMENDMENTS. This Agreement may not be amended, altered, or modified except upon the
unanimous instrument in writing and signed by each of the Investor and Asset Manager.
5.5​ SEVERABILITY. If any provision of this Agreement shall be held or deemed by a final order by 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 to give full force and effect to the
remaining such terms and provisions.
5.6​ COUNTERPARTS. This Agreement may be executed in one or more counterparts.
5.7​ APPLICABLE LAW; JURISDICTION. This Agreement shall be governed by and construed under the
laws of the jurisdiction in which this Agreement is executed. The Parties consent to the exclusive
jurisdiction of the Paris shall be preceded according to the principle of theICC, by any civil actions
concerning any controversy, dispute, or claim arising out of or relating to this Agreement, any other
agreement contemplated by, or otherwise concerning, 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 thisAgreement the doctrine of forum non-conveniens.
5.8​ 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.
5.9​ COUNTERPARTS. All of which shall be considered the same agreement and shall become effective
when one or more such counterparts have been signed by and delivered to each of the Parties.
5.10​ 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
(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-Beneficiaryor otherwise.
5.11​ 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.
5.12​ HEADINGS. Headings are included solely for convenience of reference and if there is

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 any conflict between headings and the text of this Agreement, the text shall control.
5.13​ NO BROKER. Each 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 asa result of this
representation and warranty being false.
5.14​ CURRENCY. Any exchange of funds between the Sender and Manager shall be made in the same
currency in which the Sender transferred the investment fund. In addition, all calculations under
this Agreement and any Joint Venture Agreement shall be based on ICCregulations in Paris.
6.​ ARBITRATION
6.1​ All disputes and questions whatsoever which arise 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 here under or as to any act or way relating to this Agreement shall be settled
by the arbitration under the arbitration laws of the ICC, Paris, France.
6.2​ Every attempt shall be made to resolve disputes arising from the unintended or inadvertent
violation of this contractual Agreement as far as possible amicably. If adjudication is required, the
local legal process shall be preceded according to the principles 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.
6.3​ 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.
6.4​ This Agreement will be governed by and construed per the laws of the United Kingdom. If either
party shall be required to bring any legal actions against the other to enforce any of the terms of this
Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and costs.
6.5​ All Communications will take place on the account to account only. No exceptions, emails, or
attachments of this document, when duly executed, are considered originals and binding documents.
6.6​ Once executed by both Parties, this Agreement will become effective as of the date first written
above.
6.7​ 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.
7.​ ELECTRONIC DOCUMENT TRANSMISSION.
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

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 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 a 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 ED instruments.
IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon this
Agreement as of 10th June 2024

For and on behalf of

Signature:
Date: 25.01.2025
Authorized Signatory: JoseLuis
Varon Aranda
Passport Number: PAL301797
Date of Issue: 31 JULY 2020
Date of Expiry: 31 JULY 2030
Country of Issue: Spain

For and on behalf of

Signature:
Date: 25.01.2025 ​
Authorized Signatory: GEREDELI LEYLA​
ID Number: A38B30980​ ​
Date of Expiry: 17.09.2032​
Country of Issue: TURKEY​

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 PARTY A | INVESTOR | SENDER
COPY OF PASSPORT – AUTHORISED SIGNATORY

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 ADDENDUM 2:
PARTY A | INVESTOR | SENDER.
COPY OF COMPANY INCORPORATION CERTIFICATE

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 PARTY B | PARTNER | RECEIVER.
COPY OF ID – AUTHORISED SIGNATORY

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 PARTY B | PARTNER | RECEIVER.
COPY OF DOCUMENT – AUTHORISED SIGNATORY

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