AGREEMENT NUMBER: SJL-SA-500MMT103_28032023
This Partnership agreement on investment and financial co-operation having volume of investments:
€500,000,000.00(Five Hundred Million EUROS), are in to this OCTOBER 08Th 2024
by and between the following parties:
THE SENDER (INVESTOR):
COMPANY NAME SUNSHINE JOY LLC
COMPANY ADDRESS 12462 NATURAL BRIDGE RD BRIDGETON, MO 63044
REPRESENTED BY GEORGE ROBERT WHARTON
TITLE DIRECTOR
PASSPORT NO. 525312125
ISSUED PLACE
UK
DATE ISSUE
06/08/2016
DATE EXPIRY 08/08/2026
BANK NAME HSBC TRINKAUS & BURKHARDT AG
BANK ADDRESS HANSAALLEE 3, 40549 DÜSSELDORF, GERMANY
ACCOUNT NUMBER
5230314596
ACCOUNT IBAN NO DE07300308805230314596
SWIFT CODE TUBDDEDDXXX
Represented by President, Investor acting basing on Statute, hereinafter “INVESTOR”, from one side, And
THE RECEIVER:
COMPANY NAME: FRUIT FLOWERS LL
COMPANY ADDRESS: 312 SW Greenwich Dr, Lee's Summit, MO 64082
COMPANY REG. #: LC014395598
REPRESENTED BY: MANOJ KUMAR SAH
PASSPORT No: 673795339
PLACE OF ISSUE USA
DATE OF ISSUE 12.08.2021
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AGREEMENT NUMBER: SJL-SA-500MMT103_28032023
DATE OF EXPIRY 11.08.2031
BANK NAME: HSBC BANK AG - GERMANY
BANK ADDRESS: KONIGSALLE 21, 40212, DÜSSELDORF, GERMANY
ACCOUNT NAME: FRUIT FLOWERS LLC
IBAN ACCOUNT (EURO): DE93 3003 0880 0180 5010 02
SWIFT I BIC CODE: TUBDDEDD
jointly known as Parties; and
WHEREAS, Sender is holding an account at with cash funds to be transferred to the Second Party’s designated account
aiming at investments; and
WHEREAS, Receiver is ready, willing and able to receive said cash funds into its designated account
and to execute the distribution and transfer of said received funds to designated parties and bank
accounts DIRECT WIRE TRANSFER, in accordance with the terms and conditions of this Agreement;
and
WHEREAS, Receiver has further made arrangement with a third party (here in after referred to as
Facilitator) ,to facilitate the execution of the said delivery of cash funds for investments and Receiver
and Facilitator shall authorize and instruct their designated Trustee to receive said funds and proceed
on the agreed distribution and transfer of cash funds, in accordance to the terms and conditions in
this Agreement;
NOW, THEREFORE, it is agreed as follows: First Party’s Statement Sender represents and warrants
that it has full corporate responsibility permission to enter into this Agreement. I Hereby declares
under penalty of perjury that the funds are good, clean, clear, and free of non-criminal origin, and are
free and clear of all liens, encumbrances and third-party interest. By signing this Agreement, Sender
represents and warrants that it is giving to Receiver and its designated parties, full legal authority to
download said cash funds and distribute and transfer cash funds WIRE TRANSFER as per agreed terms
and conditions in this Agreement
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AGREEMENT NUMBER: SJL-SA-500MMT103_28032023
DETAILS OF TRANSACTION:
FINANCIAL INSTRUMENT: DIRECT WIRE TRANSFER
TOTAL FACE VALUE: €500,000,000.00 (FIVE HUNDRED MILLION EUROS)
FIRST TRANCHE € 30,000,000.00(THIRTY MILLION EUROS)
SECOND TRANCHE € 40,000,000.00(FORTY MILLION EUROS)
THIRD TRANCHE € 50,000,000.00(FIFTY MILLION EUROS)
USDT OR BTC WALLETS ONLY
PAYOUT :
PROCEDURES:
1. SENDER AND RECEIVER EXECUTE, SIGN AND SEAL THIS AGREEMENT WITH THE DISTRIBUTION OF THE
FUNDS AS STATED FOR INVESTMENTS, WHICH THEREBY AUTOMATICALLY BECOMES A FULL COMMERCIAL
RECOURSE CONTRACT.
2. RECEIVER IS OBLIGATED TO PROVIDE THE SENDER WITH NECESSARY DETAILS (BANK ACCOUNT, SWIFT
CODE, BANK ADDRESS, BANK OFFICER CONTACT ETC) FOR THE TRANSFER OF CASH FUNDS TO THE
COMPANY’S ACCOUNT BY THE SENDER'S BANK OFFICER.
3. AFTER SIGNING OF THIS AGREEMENT BY THE PARTIES, THE SENDER SENDS TO THE RECEIVER A COPY
FROM THE BANK CONFIRMING THE EXISTENCE OF THE TRANSACTION OF CASH FUNDS.
4. ONCE THE ABOVE IS COMPLETED, THE SENDER WILL THEN TRANSFER THE CASH FUNDS FOR THE
FIRST TRANCHE TO THE BANK ACCOUNT OF THE RECEIVER, AND ON SUCCESSFUL TRANSMISSION,
WILL PROVIDE TO THE RECEIVER A SECURE COPY OF THE SWIFT TT SLIP WITH THE DETAILS OF THE
TRANSFER.
5. UPON THE RECEIPT OF THE SLIP, THE RECEIVER PROVIDES THE SENDER WITH THE SIGNED
AGREEMENTS (PGL – PAYMENT GUARANTEE LETTERS) ACCEPTED BY THE RECEIVER’S BANK FOR
FURTHER PAYMENTS (REDISTRIBUTION/RE- INVESTMENT) ACCORDING TO THE SENDER’S
WRITTEN ORDER.
ł. UPON THE SUCCESSFUL TRANSFER OF THE CASH FUNDS, RECEIVER’S BANK OFFICER IS RESPONSIBLE TO
PAYOUT WITHIN 2 (TWO) BANKING DAYS, RE-DISTRIBUTE FOR SENDER THROUGH USDT OR BTC WALLETS
7. ALL OTHER TRANCHES WILL BE MADE BY THE SENDER, RECEIVED AND RE- DISTRIBUTED/ RE- INVESTED BY
THE RECEIVER ACCORDING TO THE ABOVE-MENTIONED PROCEDURE.
8. THE RECEIVER HEREBY AGREES AND CONFIRMS THAT THE SENDER IS TO PROVIDE HIM WITH A COPY OF
SWIFTSLIP ONLY. THE RECEIVER FROM THE SENDER WILL REQUIRE NO ANY OTHER DOCUMENTS DURING
FULFILLMENT HEREOF.
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AGREEMENT NUMBER: SJL-SA-500MMT103_28032023
NON-SOLICITATION
Receiver hereby confirms and declares that Sender, its associates or representatives or any person or persons
on its behalfhas / 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 transaction or for future transactions.
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 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, and 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 willbe unable to foresee or prevent or remedy.
REPRESENTATIONS AND WARRANTIES
Organization It is duly organized, validly existing and in good standing under the law so fits jurisdiction of
formation with all requisite power and authority to enter into this Agreement, to perform its obligations
hereunder and to conduct the businessof the Program and the Subsidiaries.
Enforceability 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 thisAgreement 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 here by it do not conflict with or contravene the provisions of its organizational documents or any
agreement or instrumentby 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.
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. The Parties shall do so in
respect of each other andunder this Agreement written conditions.
Miscellaneous Notice(s)
The two authorized signatories will execute any modifications, amendments, addendums or follow on contracts
respectively.When signed and referenced to this Agreement, whether received by mail or facsimile transmission
as all and any facsimileor photocopies certified as true copies of the originals by the Parties here to 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
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AGREEMENT NUMBER: SJL-SA-500MMT103_28032023
Parties shall,in addition to such other remedies as may be available to the mat law or inequity, have the right to
enforce their rights under this Agreement by actions for injunctive 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 thisAgreement and those of any joint venture agreement, the provisions of the applicable joint
venture agreement shall control.
Amendments
This Agreement may not be amended, altered or modified except (i)upon the unanimous by instrument in
writing and signedby each of Sender and Receiver.
Severability
If any provision of this Agreement shall be held or deemed by a final order of a competent authority to be invalid,
inoperativeor unenforceable, such circumstance shall not have the effect of rendering any other provision or
provisions here in 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 andprovisions.
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 each of the Parties and delivered to each of the Parties.
Applicable Law; Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the UK. Waiver of
Jury Trial. The Parties hereto agree to irrevocably and unconditionally waive trial by jury in any legal
action or proceeding relating to this Agreement and for any counter claim therein.
Arbitration
Every attempt shall be made to resolved is puts 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 there by achieved, this matter shall be settled by the ICC itself and the decision of which
the Parties shall consider to be finaland 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 here to and
their respective members, successors and assigns subject to the express provisions here of relating to
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AGREEMENT NUMBER: SJL-SA-500MMT103_28032023
successors and assigns, and (ii) no other Person whatsoever shall have any rights, interest, or claims here
under or been titled to anybenefits under or on account of this Agreement as a third-party beneficiary or
otherwise.
Survival
The covenants contained in this Agreement which, by their terms, require performance after the expiration or
termination of thisAgreement shall be enforceable notwithstanding the expiration or other termination of this
Agreement.
Headings
Headings are included solely for convenience of reference and if there is any conflict between headings and the text of
thisAgreement, the text shall control.
Currency
Any exchange of funds between Sender and Receiver shall be made in the same currency in which Sender
transferred the investment fund (ArticleIII;Section3.0.5;(b)). In addition, all calculations pursuant to this
Agreement and any joint venture agreement shall be based on ICC regulations.
Special provisions
Each Party shall bear all statutory tax obligations arising from its status as a tax obligator under relevant laws
and regulations. Each shall be individually and separately responsible for any expenses arising from performing
their duties.
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AGREEMENT NUMBER: SJL-SA-500MMT103_28032023
IN WITNESS WHEREOF, the Parties have hereunto executed this Agreement, on the date of 08Th OCTOBER 2024.
AGREED AND ACCEPTED BY:
INVESTOR
NAME SUNSHINE JOY LLC
PASSPORT NUMBER: 525312125
COUNTRY OF ISSUE: UK
DATE OF ISSUE: 06/08/2016
DATE OF EXPIRY: 08/08/2026
STAMP & SIGNATURE:
SERVICE PROVIDER:
NAME MANOJ KUMAR SAH
COMPANY NAME FRUIT FLOWERS LLC
PASSPORT NUMBER: 673795339
COUNTRY OF ISSUE: USA
DATE OF ISSUE: 12.08.2021
DATE OF EXPIRY: 11.08.2031
STAMP & SIGNATURE:
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AGREEMENT NUMBER: SJL-SA-500MMT103_28032023
INVESTOR PASSPORT COPY
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AGREEMENT NUMBER: SJL-SA-500MMT103_28032023
INVESTOR COMPANY REGISTRATION
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AGREEMENT NUMBER: SJL-SA-500MMT103_28032023
RECEIVER’S PASSPORT COPY
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AGREEMENT NUMBER: SJL-SA-500MMT103_28032023
RECEIVER COMPANY REGISTRATION
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AGREEMENT NUMBER: SJL-SA-500MMT103_28032023
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AGREEMENT NUMBER: SJL-SA-500MMT103_28032023
AGREED AND ACCEPTED BY:
INVESTOR:
NAME SUNSHINE JOY LLC
PASSPORT NUMBER: 525312125
COUNTRY OF ISSUE: UK
DATE OF ISSUE: 06/08/2016
DATE OF EXPIRY: 08/08/2026
STAMP & SIGNATURE:
SERVICE PROVIDER:
NAME
PASSPORT NUMBER:
COUNTRY OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRY:
STAMP & SIGNATURE:
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AGREEMENT NUMBER: SJL-SA-500MMT103_28032023
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND
ENFORCEABLE IN RESPECT OFANY 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 SUCHOTHER
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.
WE HEREBY CONFIRM WITH FULL AUTHORITY THAT THE ABOVE STATED TERMS
AND CONDITIONS ARE AGREED AND ACCEPTED. IN WITNESS WHEREOF, THE
PARTIES HERETO BY AFFIRMING WITH THEIR SIGNATURES AND SEALS ON THIS
PAGE CONSIDER THIS AGREEMENT AS LEGALLY BINDING AND ENFORCEABLE
FROM THIS DATE: 08TH OCTOBER 2024.
***END OF DOCUMENT***
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