PARTNERSHIP AGREEMENT ON INVESTMENTSAND FINANCIAL CO-OPERATION
Agreement No.: FRUIT/H/DE012082025BK./ABS-28062025
This agreement on delivery of cash funds for investments transfer via IBAN-TO-IBAN CASH TRANSFER,
hereinafter referred to as agreement, is made and effective on this date: August 30, 2025, by and between:
PARTY A: INVESTOR : HEREINAFTER REFERRED TO AS INVESTOR OR PARTY A
COMPANY NAME: FRUIT FLOWERS LLC
COMPANY ADDRESS: 312 SW GREENWICH DR, LEE’S SUMMIT, MO 64082
COMPANY REG. NO.: LC014395598
REPRESENTED BY: MANOJ KUMAR SAH
PASSPORT NO.: 673795339
DATE OF ISSUE: 12.08.2021
DATE OF EXPIRE: 11.08.2031
PASSPORT ISSUE: USA
BANK NAME: HSBC BANK AG-GERMANY
BANK ADDRESS: KONIGSALLE 21,40212, DUSSELDORF, GERMANY
ACCOUNT NAME: FRUIT FLOWERS LLC
ACCOUNT NUMBER: 0180501002
BANK ACCOUNT (IBAN): DE93 3003 0880 0180 5010 02
SWIFT CODE: TUBDDEDD
With full legal and corporate authority to sign this Agreement (hereinafter referred to as Party-A /
INVESTOR), and
PARTY B: PARTNER (RECEIVER):
COMPANY NAME:
COMPANY ADDRESS:
REPRESENTED BY:
PASSPORT NO.:
DATE OF ISSUE:
DATE OF EXPIRE:
PASSPORT ISSUE:
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT NO:
BANK ACCOUNT (IBAN):
SWIFT CODE:
With full legal and corporate authority to sign this Agreement (hereinafter referred to as Party-B/PARTNER
(RECEIVER) and jointly known as the Parties in this Agreement.
The Parties, with full legal and corporate authority to sign this Agreement, in consideration of the premises
and the mutual promises and covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
WHEREAS, FRUIT FLOWERS LLC, individually known as INVESTOR agrees to transfer total: EURO
500,000,000.00 (FIVE HUNDRED MILLION EUROS) with R&E to Receiver account name CALTECH
TRADING KOREA CORP for Investments in International Projects.
Investor Page 1 of 11 Receiver
PARTNERSHIP AGREEMENT ON INVESTMENTSAND FINANCIAL CO-OPERATION
Agreement No.: FRUIT/H/DE012082025BK./ABS-28062025
WHEREAS, INVESTOR is holding an account at HSBC CONTINENTAL EUROPE, GERMANY with cash funds to
be transferred to PARTNERS designated account via IBAN-TO-IBAN CASH TRANSFER aiming at Humanitarian
development and investments;
WHEREAS, PARTNER is ready, willing, and able to receive said cash funds into its designated account
via IBAN-TO- IBAN CASH TRANSFER and to execute the distribution and transfer of said received funds to
designated parties and bank accounts via SWIFT Message MT103 WIRE TRANSFER, in accordance to the
terms and conditions in this Agreement;
WHEREAS: the INVESTOR with full corporate responsibility confirms that he owns or controls various cash
funds of good, c l e a n , and clear origin, free of encumbrances and which INVESTOR & PARTNER wishes
to utilize for the purposes of investments & shall defer in payment ratio should the said fund is not of
good, clean, and clear origin, free of encumbrances.
WHEREAS: should the INVESTOR facilitate default transaction Sender and Sender Bank information that
resulting the transaction failure to perform after official verification that this agree transaction shall then
be VOID without further proceeding.
WHEREAS: The Party-B is ready will and able to Receive on the 1 st tranche: Euro 49,000,000.00 (FORTY
NINETY MILLION EUROS) by way of IBAN-TO-IBANCASH TRANSFER, which will be disbursed in accordance
with the IMFPA instructions.
NOW, THEREFORE, it is agreed as follows:
FIRST PARTYS Statement:
INVESTOR represents and warrants that it has full corporate responsibility permission to enter into
this Agreement. It hereby declares under penalty of perjury that the funds are good, clean, clear, and
free of non-criminal and terrorism origin, and are free and clear of all lines, encumbrances and third
parties’ interest. The funds are KYC.
By signing this Agreement, INVESTOR represents and warrants that it is giving to PARTNER and its
designated parties, full legal authority to Transfer its cash funds via IBAN-TO-IBAN CASH TRANSFER and
distribute and transfer the same via SWIFT Message MT103, as per here below agreed terms and conditions.
Details of Transaction:
INSTRUMENT: IBAN TO IBAN CASH TRANSFER
TOTAL AMOUNT: Euro 490,000,000.00 (FOUR HUNDRED AND NINETY MILLION EUROS)
FIRST TRANCHE: Euro 25,000,000.00 ( TWENTY- FIVE MILLION EUROS)
SECOND TRANCHE: Euro 49,000,000.00 (FORTY AND NINETY MILLION EUROS)
THIRTY TRANCHE: Euro 100,000,000.00 (ONE HUNDRED MILLION EUROS)
FOUR TRANCHE: Euro 150,000,000.00 (ONE HUNDRED FIFTY MILLION EUROS)
NEXT TRANCHES: TO BE AGREED
PAYMENT: TT/ SWIFT MT103 CASH TRANFERE
Payment shall be made within 1 (one) banking day AFTER payment being
NOTE: debited into Receiver Bank Account and subject to Bank Allow Movement of
the said receiving fund.
Transaction Procedures:
1. Immediate after both Parties entered into signing of this transaction agreement, Fund Provider will instruct
his Bank Officer to PRE-Advice Receivers Bank Officer of sending the funds via IBAN-TO-IBAN CASH TRANSFER as
per this agreement.
Investor Page 2 of 11 Receiver
PARTNERSHIP AGREEMENT ON INVESTMENTSAND FINANCIAL CO-OPERATION
Agreement No.: FRUIT/H/DE012082025BK./ABS-28062025
2. Upon the confirmation of funds received, Party B shall disburse the amount to the Parties in their designated
bank account as per this agreement by wire transfer SWIFT MT103/TT within 3 (Three) banking days AFTER
payment being debited into Receiver Bank Account and subject to Bank Allow Movement of the said receiving
fund.
Investor Page 3 of 11 Receiver
PARTNERSHIP AGREEMENT ON INVESTMENTSAND FINANCIAL CO-OPERATION
Agreement No.: FRUIT/H/DE012082025BK./ABS-28062025
3. Should under the requirement of Receiver Bank Officer that Sender Bank Officer have to perform a
Banker Email Confirmation of the said agreed 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 events or circumstance beyond the control of such party.
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 prevent or remedy.
REPRESENTATIONS AND WARRANTIES
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 here under and to
conduct the business of the Program and the Subsidiaries.
Enforce ability
This Agreement constitutes the legal, valid and binding obligation of such party enforceable in accordance
with its terms.
Consents and Authority
No consents or approvals are required from any governmental authority or other Person for it to enter
into this Agreement. All action 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.
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.
MISCELLANEOUS 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 the Parties hereto
shall be considered as an original, both legally binding and enforceable for the term of this Agreement.
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 injunction relief and specific performance.
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 venture’ s
agreement, the provisions of the applicable joint venture agreements hall control.
tor Investor Page 4 of 11 Receiver
PARTNERSHIP AGREEMENT ON INVESTMENTSAND FINANCIAL CO-OPERATION
Agreement No.: FRUIT/H/DE012082025BK./ABS-28062025
Amendments
This Agreement may not be amended, altered or modified except (i) upon the unanimous by instrument
in writing and signed by each of INVESTOR and PARTNER.
Sever ability
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.
Counterparts
This Agreement may be executed in one or more counterparts, all of whom 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 Parties.
Applicable Law; Jurisdicti on
This Agreement shall be governed by and construed in accordance with the laws of GERMANY.
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.
Arbitration
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 with 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 the 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.
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 here under or
be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or
otherwise.
Heading
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.
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.
Currency
Any exchange of funds between INVESTOR and PARTNER shall be made in the same currency in which
INVESTOR transferred the investment fund (Article III; Section 3.0.5.; (b)). In addition, all calculations pursuant
to this Agreement and any joint venture agreements hall be based on ICC Regulations.
tor Investor Page 5 of 11 Receiver
PARTNERSHIP AGREEMENT ON INVESTMENTSAND FINANCIAL CO-OPERATION
Agreement No.: FRUIT/H/DE012082025BK./ABS-28062025
Indemnity
1. Each of the Parties agrees to indemnify, defend, protect and hold each other and its Affiliates,
subsidiaries, officers, directors, shareholders, employees, agents, representatives and their successors and
assigns, free and harmless from and against, any and all expenses and losses incurred or suffered by them
relating to or rising out of or in connection with (a) claims of third parties claiming compensation,
commission or expenses for services as a broker or finder related to this Agreement, the other Transaction
Documents or the transactions contemplated thereby;
2. Any breach of or any inaccuracy in any representation or warrant made by in this Agreement or any other
Transaction Document; and (c) any breach of or failure by to perform any covenant or obligation of the parties
fortieth or contemplated in this Agreement or any other Transaction Document, except in those instances
of fraud and willful neglect.
3. Furthermore, Party A and Party B further acknowledge that their Intermediaries, Facilitators, Consultants,
Brokers with its Directors, as well as their respective officers, directors, partners, shareholders, associates,
affiliates, employees, partners and assigns, have no direct knowledge whether the ownership is legal or valid at
this time and are relying in good faith upon the representations and warranties of the undersigned.
IN WITNESS WHEREOF, the Parties have here into executed this Agreement on this date: August 30, 2025.
I, MR. MANOJ K U MAR SA H HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF PERJURY AND FRAUD
THAT THE INFORMATION PROVIDED BY ME HEREIN IS ACCURATE AND TRUE AND THAT I HAVE READ AND
UNDERSTOOD THE FULL AGREEMENT SIGNED AND SEALED ON THE DATE INDICATED BELOW BY THE
SIGNATURE:
SIGNED ON THIS August 30, 2025 FOR AND ON BEHALF OF: FRUIT FLOWERS LCC
NAME: MR. MANOJ K UMAR SAH
COUNTRY: USA
PASSPORT NO.: 673795339
DATE OF ISSUE: 12.08.2021
EXPIRY DATE: 11.08.2031
I, MR. XXXXXXXXXX HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF PERJURY AND FRAUD THAT THE
INFORMATION PROVIDED BY ME HEREIN IS ACCURATE AND TRUE AND THAT I HAVE READ AND UNDERSTOOD
THE FULL AGREEMENT SIGNED AND SEALED ON THE DATE INDICATED BELOW BY THE SIGNATURE:
SIGNED ON THIS August 30, 2025 FOR AND ON BEHALF OF:
tor Investor Page 6 of 11 Receiver
PARTNERSHIP AGREEMENT ON INVESTMENTSAND FINANCIAL CO-OPERATION
Agreement No.: FRUIT/H/DE012082025BK./ABS-28062025
NAME:
COUNTRY:
PASSPORT NO.:
DATE OF ISSUE:
EXPIRY DATE:
ANNEX 1 INVESTOR COMPANY INCORPORATION
tor Investor Page 7 of 11 Receiver
PARTNERSHIP AGREEMENT ON INVESTMENTSAND FINANCIAL CO-OPERATION
Agreement No.: FRUIT/H/DE012082025BK./ABS-28062025
ANNEX 2 INVESTOR COMPANY MANAGER ID
tor Investor Page 8 of 11 Receiver
PARTNERSHIP AGREEMENT ON INVESTMENTSAND FINANCIAL CO-OPERATION
Agreement No.: FRUIT/H/DE012082025BK./ABS-28062025
ANNEX 3 RECEIVER PASSPORT COPY
tor Investor Page 9 of 11 Receiver
PARTNERSHIP AGREEMENT ON INVESTMENTSAND FINANCIAL CO-OPERATION
Agreement No.: FRUIT/H/DE012082025BK./ABS-28062025
ANNEX 4 RECEIVER COMPANY CERTIFICATE
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