AGREEMENT

This Agreement is made on this XXX day of January 2024 by and between:

RUMENJAK d.o.o. Ulica Ivana Lepušića 49 KRIŽEVCI represented by Đuro Rumenjak

OIB 08932054160 representing 100 % of the shares of the company.
(Hereinafter referred to as “The Shareholder”)

on the one part,

And

CONSULTO PROJEKT d.o.o.,a Company organized under the laws of Republic of

Croatia and having its registered office at Kneza Mislava 12 10000 Zagreb
Represented by its Managing Director and CEO Arsen Kantarci OIB 76506289653.
The consultant is referenced by BUSINESS FRANCE, TEAM FRANCE EXPORT
CROATIA and Arsen Kantarci is Counsellor for the Foreign Trade near the French
Embassy in Zagreb.

(Hereinafter referred to as “The CONSULTANT”)

on the second part

(Hereinafter individually and/or collectively referred to as the “Party” or “Parties”)

WHEREAS.

The SHAREHOLDER is the rightful owners of 100% of the company. The company is
engaged in the Construction Sector. The Shareholder wish is to find an investor to buy
the company or a partner to enter in the capital of the company. The percentage can be
decided between the parties. On the other hand the CONSULTANT has a large
experience in structuring and handling international business transactions.
Consequently, the SHAREHOLDER has asked the CONSULTANT to assist him in this
project.

The present preamble forms an integral part of the Agreement.

IN CONSIDERATION OF THE FOREGOING, THE PARTIES HERETO AGREE
AS FOLLOWS:

ARTICLE 1 – OBJECT

The purpose of the contract is for the CONSULTANT to assist the SHAREHOLDER in
structuring the research of an investor or a partner, to determine a reasonable valuation of
the Company, to contact potential investor or partner either directly or through its
network of business associates. The CONSULTANT will assist the SHAREHOLDER in
the ensuing negotiations in order to obtain the best conditions and in closing the
transaction. This is basically the description of the Project. Consultant’s mission is given
on an exclusive basis.

ARTICLE 2 – OBLIGATIONS OF THE CONSULTANT

2.1 CONSULTANT shall assist and advise the SHAREHOLDER efficiently by all
appropriate means in connection with the Project. The services to be rendered by
CONSULTANT to the SHAREHOLDER under this Agreement shall include without any
limitation:

(a) Assistance in structuring the offering,

(b) Assistance in defining the appropriate value of the Company,
(c) Assistance in researching potential investor or partner,
(d) Assistance in the negotiations and the execution of the transaction

2.2 The CONSULTANT shall transmit to the SHAREHOLDER any information

whatsoever which it receives in connection with the Project. The SHAREHOLDER shall
keep such information confidential.

2.3 CONSULTANT shall comply with any instruction given by the

SHAREHOLDER in connection with the project.

2.4 The travel and entertainment expenses incurred by the CONSULTANT in the
course of its mission and with the prior approval of the SHAREHOLDER will be borne
by the SHAREHOLDER.
ARTICLE 3 – NON COMPETITION – CONFIDENTIALITY

3.1 The CONSULTANT shall not directly or indirectly engage or have any interest
in or act in the benefit of any third party competing with the SHAREHOLDER for the
Project.

CONSULTANT shall cause any of its affiliated companies (as defined hereafter) to
strictly observe the provisions of this article.

3.2 The CONSULTANT shall not directly or indirectly disclose or permit the
disclosure directly or indirectly to any third party of any document or information
furnished to it by the SHAREHOLDER without the express written consent of the
SHAREHOLDER, other than information supplied by the SHAREHOLDER for general
disclosure and for the purpose of selling the Property. The CONSULTANT shall return
the same to the SHAREHOLDER promptly following any expiration or termination of
this Agreement.

3.3 The provisions of this Article 3.2 shall survive the termination of this Agreement
for the period of Two (2) years.

ARTICLE 4 – CONSULTANT’S REMUNERATION

4.1 Amount of remuneration

CONSULTANT shall be paid a fee in consideration of the services rendered under this
Agreement, (hereinafter referred to as «the Fee») in accordance and subject to the
provisions set forth herein. The amount of the Fee will be 4% (four percent) of the
transaction.

4.2 Terms of Payment of Remuneration

a) Payment of remuneration

The fee shall be paid to the CONSULTANT when the Shares are sold by the
SHAREHOLDER at the time of the closing, when the Company receives the funds. If a
letter of intent is signed, the Consultant shall receive an amount corresponding to the
agreed percentage of its fees on the down payment made by the buyer.

4.3 Termination of Contract

In case of a termination or cancellation of the Contract by the SHAREHOLDER, the
CONSULTANT shall not be entitled to any Fee whatsoever

4.4 Taxes and Charges

Each Party will be responsible for settling eventual taxes arising out of this transaction.

ARTICLE 5 – DURATION

5.1 This Agreement shall come into force upon execution by the parties. It will be
valid for a period of six months. However, if the Project has not been concluded on or
before the end of the six months period and if the Project is still being pursued by the
SHAREHOLDER, the Agreement will be automatically renewed for an additional period
of six months.

It will automatically terminate when the first of the following events has occurred:

a) In the event of any material breach by the CONSULTANT of the provisions of this
Agreement, upon 30 days written notice sent by the SHAREHOLDER to the other
CONSULTANT.
b) If the SHAREHOLDER abandons the Project

However, in the event that a transaction takes place with an Investor introduced by the
CONSULTANT within two years of the expiration of the contract, the Fees agreed in
article 4 will be due in their entirety. It will be the obligation of the SHAREHOLDER to
inform the CONSULTANT of such sale.

5.2 Upon termination or expiration of this Agreement under Article 5.1 a), neither
Party hereto shall have any further rights or obligations there under including, without
limitation, any obligation whatsoever in respect of termination indemnities or other
similar payments or indirect, incidental, special or consequential damages of any nature
or kind whatsoever.

ARTICLE 6 – LANGUAGE

This Agreement having been written in English, SHAREHOLDER and CONSULTANT

agree that English is the sole authentic language of the Agreement. If translated into
another language and there is any ambiguity or inconsistency between the English
language version and any translated version, the English language version prevails in all
cases.

.
ARTICLE 7 – APPLICABLE LAWS

This Agreement shall be governed and construed by the laws of Republic of Croatia

ARTICLE 8 – NOTICES

Notices and other communications shall be deemed to have been given and received on
the tenth business day after mailing and for those sent by telefax or electronic mail on the
day of transmission appearing on the confirmation report. Any and all notices or
communications shall be validly sent to the address of the Parties appearing on the first
page of this Agreement.

ARTICLE 9 – ASSIGNEMENT

Neither Party may assign this Agreement to any third party except without the prior
written consent of the other Party, provided that this shall not preclude assignment of this
Agreement to any successor-in-title of the SHAREHOLDER as a result of a merger,
amalgamation change in name.

ARTICLE 10 – MISCELLANEOUS

11.1 This Agreement contains the entire agreement between the Parties and
automatically cancels and supersedes any and all prior understandings, correspondence or
agreement whether verbal or written between them with respect to all part or the object
set out Article 1.

11.2 Any amendment to this Agreement shall be in writing and signed by duly
authorized representative of each Party thereto.

11.3 Party hereto shall not be deemed to have waived any provision of this
Agreement, unless such waiver shall be in writing and signed by such Party. No waiver
shall be a continuing waiver, unless stated in writing.

11.4 If the whole or part of any provision of this Agreement cannot be enforced by
reason of any law or public policy or is invalid, all other remaining provisions of this
agreement shall, to the extent permitted by law, remain in full force and effect without
such provision.
11.5 The relationship between the SHAREHOLDER and the CONSULTANT is one
of independent Agent and no agency, partnership, joint venture or legal entity is created
by the Agreement,

IN WITNESS WHEREOF, the parties hereto have executed this agreement in two (2)
original copies as of the date first above written.

Signed in Zagreb on the xxxxxxx of January 2024

For:

CONSULTANT SHAREHOLDER

CONSULTO PROJEKT d.o.o. RUMENJAK d.o.o..

Arsen KANTARCI Đuro RUMENJAK