MASTER INVESTMENT AND FINANCIAL AGREEMENT

Agreement No. MT103GCUBRCM-€200M- 05272021

Transaction Code: SEMI-AUTO-MT103-€200M-05272021
Date: May 27, 2021.
This MASTER INVESTMENT AND FINANCIAL AGREEMENT, (hereinafter referred to as the
“Agreement”, with Agreement No: MT103GCUBRCM-€200M-05272021, Transaction code
No: SEMI-AUTO-MT103-€200M-05272021, as an investment of Two Hundred Million Euros
of investments through SEMI-AUTOMATIC SWIFT MT103-202 (SEMI-MANUAL DOWNLOAD)
Transfer and effective day from: May 27th, 2021.
BETWEEN: FIRST PARTY A: THE SENDER OR INVESTOR:

COMPANY NAME, UK R AND Z CONSULTING SERVICES LIMITED, also known as

R and Z CONSULTING GBR
COMPANY ADDRESS, UK PULSE ACCOUNTING PEAK VIEW KING EDWARD
STREET MACCLESFIELD CHESHIRE ENGLAND SK10
COMPANY NAME, GERMANY R & Z CONSULTING GBR
COMPANY ADDRESS. GERMANY ELLERWEG 22, 33330 GUETERSLOH, GERMANY
COMPANY REG. N° 11311770
REPRESENTED BY MR. ARNACHELLUM VINOD
PASSPORT N° 1545179
PLACE OF ISSUE MAURITIUS
ISSUE DATE 21.11.2016
EXPIRY DATE 20.11.2026
BANK NAME DEUTSCHE BANK AG
BANK ADDRESS HERFORDER STRASSE 23, BIELEFELD, 33501, GERMANY
ACCOUNT NAME R & Z CONSULTING GBR
ACCOUNT NUMBER DE67480700240336029400
SWIFT DEUTDEDBBIE
BANK OFFICER STUART LEWIS

with full legal and corporate authority to sign this Agreement (hereinafter referred to as Party-
A / Sender or Investor)
AND
SECOND PARTY B: THE RECEIVER OR PARTNER:
COMPANY NAME ECO HEMP CBD DISTRIBUCIONES SL
COMPANY ADDRESS MARIA PALAU, 25 2, 2, 08403 GRANOLLERS, BARCELONA
COMPANY REG. NO. B62149927
REPRESENTED BY MR. ALVARO ARDANUY GARCIA
TITLE ADMINISTRATOR
IDENTITY CARD COUNTRY:. SPAIN
IDENTITY CARD №: 47273471F
DATE OF ISSUE 25.10.2018
DATE OF EXPIRY 13.02.2027
BANK NAME CAIXA BANK
BANK ADDRESS RIERA, 27 08420 CANOVELLES, BARCELONA
SWIFT CODE CAIXESBBXXX
ACCOUNT NO/IBAN ES25-2100-5777-3301-0037-1604
ACCOUNT NAME ECO HEMP CBD DISTRIBUCIONES SL

PARTY A PARTY B
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 MASTER INVESTMENT AND FINANCIAL AGREEMENT
Agreement No. MT103GCUBRCM-€200M- 05272021
Transaction Code: SEMI-AUTO-MT103-€200M-05272021
Date: May 27, 2021.
BANK OFFICER NAME Joan Margarit Petras
BANK TEL/FAX/ +34-937-810-020/ +34-937-810-020
MOBILE/EMAIL. +34 680 789 654 / j
[email protected]
With full legal and corporate authority to sign this Agreement (hereinafter referred to as
Party-B/Receiver or Partner.

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, are individually known as First Party/or PROVIDER and Second Party/or RECEIVER
and jointly known as Parties; and WHEREAS, PROVIDER is holding an account at DEUTSCHE BANK
FRANKFURT with cash funds to be transferred to RECEIVER designated account via SWIFT
Message SEMI-AUTOMATIC SWIFT MT103-202 (SEMI-MANUAL DOWNLOAD) aiming at
investments;

WHEREAS, RECEIVER, is ready, willing and able to receive said cash funds into its designated
account via SEMI-AUTOMATIC SWIFT MT103-202 (SEMI-MANUAL DOWNLOAD)and to
execute the distribution and transfer of said received funds to project investment list approved
by the party A as a designated investment destination in Republic of Spain and represented
by the Authorized Representative of the Investor, in accordance to the terms and conditions in
this AGREEMENT;

NOW, THEREFORE, it is agreed as follows:

FIRST PARTY’S Statement:

SENDER, R AND Z CONSULTING SERVICES LIMITED, 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 origin, and are free
and clear of all liens, encumbrances and third party interest.

By signing this AGREEMENT, SENDER, R AND Z CONSULTING SERVICES LIMITED, represents

and warrants that it is giving to RECEIVER as its designated parties, full legal authority to receive
said cash funds via Semi-Automatic SWIFT GPI cash funds via bank transfers, and to continue
the project investment list approved and shall follow the instruction of the INVESTOR
Authorize Representative as per agreed terms and conditions in this AGREEMENT.

A. DESCRIPTION OF INSTRUMENT(S):
Instrument: SEMI-AUTOMATIC SWIFT MT103-202 (SEMI-MANUAL
DOWNLOAD)
Issuing Bank: DEUTSCHE BANK
Total Face Value: Two Hundred Million Euros
1st Tranche Forty Eight Million Euros or less
2nd Tranche The remaining Amount
Delivery Method: SEMI-AUTOMATIC SWIFT MT103-202
Payment: SWIFT MT103 WIRE TRANSFER (CASH TRANSFER)
Duration of Payment: WITHIN 3 (THREE) BANKING DAYS AFTER VERIFICATION OF
SWIFT
GPI Cash Transfer
PARTY A PARTY B
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 MASTER INVESTMENT AND FINANCIAL AGREEMENT
Agreement No. MT103GCUBRCM-€200M- 05272021
Transaction Code: SEMI-AUTO-MT103-€200M-05272021
Date: May 27, 2021.

B. PROCEDURES: NON-NEGOTIABLE.
Party-B completes/signs/seals this Agreement and submits them to Party- A via e- Present
Agreement (PAIFC), with all annexes.
• Copy of the authorized signatory’s passport.
2.1. Party-A verifies, approves, completes and counter signs/seals this Agreement,
and forwards the whole package along with its compliance documents to mandate
PARTY.
- A. PARTY- A of mandate is to do hard copies contract a put his signature /
scanning the Agreement and sends by e- mail BOTH Parties in PDF format to
place the bank by e-mail (Hard copies to be exchanged by courier service, if
requested) which shall include the following:
• Present Agreement (PAIFC) with all annexes;
• Copy of the authorized signatory’s passport
2.2. Each Party puts this Agreement in his nominated bank and notifies the
other Party through its authorized official mandate.
2.3. After Transmission copy of Screenshot SWIFT MT103-202 referring to Transaction
Reference № SEMI-AUTO-MT103-€200M-05272021 to the Receiver’s bank (see attached
sample screenshot) the Receiver’s Bank Officer would then locate and receive the
funds as per the procedures outlined below in 2.4. The Payments to the Investor and
Consultants would be executed with 72 hours after the locating, accepting and
crediting the Receiver’s account via MT103 Cash Transfer.
2.4. The Following Procedures to locate the Funds and Credit to the Receiver’s
Bank Account would apply:
Sender will provide Swift MT103/202 to customer, relevant TRC (Transaction
reference Code) and full swift paper need to be provided to the banker! Thereafter,
Banker needs to login in internal swift bank server common account/general account
via swift.com connectivity and trace funds with the TRC (F20) Money with all docs
attached will pop up on the screen and Banker needs to take funds and accept to allow
funds increasing common account balance. He cannot exit the system after tracing the
funds since TRC is only valid for one time only!! After funds accepted, BO can start
clearing and compliance process and credit funds into receiver account for available
balance!!.
 Note: Ps: banker need to complete this transaction without leaving the system after
money is tracked!!

2.5. Upon receipt and confirmation of funds in the receiver’s bank common accounts, bank
endorsed PGL is issued to the investor’s official mandate.

Note: MT199 can be provided after BO confirms that funds are accepted and secured in Bank
common account!!!

No bank-to-bank communication or any other document will or can be

provided.
ANY DELAYED IN THE PROCEDURES WILL
DETERMINED THE CANCELLATION OF THIS TRANSACTION

PARTY A PARTY B
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 MASTER INVESTMENT AND FINANCIAL AGREEMENT
Agreement No. MT103GCUBRCM-€200M - 05272021
Transaction Code: SEMI-AUTO-MT103-€200M-05272021
Date: May 27, 2021.

C. OTHER TERMS AND CONDITIONS.

RECEIVER hereby confirms and declares that SENDER, its associates or representatives or
any person or persons 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 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
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 hereunder and to conduct the business of 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 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.

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 and under this AGREEMENT
written conditions.

MISCELLANEOUS Notice(s): The two authorized signatories will execute any

modifications, amendments, and addendums or follow- o n 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.

PARTY A PARTY B
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 MASTER INVESTMENT AND FINANCIAL AGREEMENT
Agreement No. MT103GCUBRCM-€200M - 05272021
Transaction Code: SEMI-AUTO-MT103-€200M-05272021
Date: May 27, 2021.

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.

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 ventures 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 signed by 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, 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.

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

PARTY A PARTY B
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 MASTER INVESTMENT AND FINANCIAL AGREEMENT
Agreement No. MT103GCUBRCM-€200M - 05272021
Transaction Code: SEMI-AUTO-MT103-€200M-05272021
Date: May 27, 2021.

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 beneficiary or otherwise. 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.

Headings: 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.

Currency: Any exchange of funds between SENDER and RECEIVER shall be made in the same
currency in which SENDER transferred the investment fund (Article III; Section 3.0.5.; (b)). In addition,
all calculations pursuant to this AGREEMENT and any joint venture agreement shall be based on ICC
regulations.
SIGNATURES OF THE PARTIES

IN WITNESS WHERE OF, the PARTIES have hereunto executed this AGREEMENT
on the date: May 27,, 2021.

R and Z Consulting GBR ECO HEMP CBD DISTRIBUCIONES SL

PARTY –A/ INVESTOR PARTY- B/PARTNER

Company: R and Z Consulting GBR Company: ECO HEMP CBD DISTRIBUCIONES SL
Passport №: 1545179 Identity Card:: 47273471F
Date of Issue: 21.11.2016 Date of Issue: 25.10.2018
Date of Expiry: 20.11.2026 Date of Expiry: 13.02.2027
Place of Issue (Country): Mauritius Place of Issue (Country):
Nationality: Mauritius Nationality: S P A I N
Director: Mr. Arnachellum Vinod Signatory:Mr. Alvaro Ardanuy Garcia

Signature:
Signature:

PARTY A TY B
PARTY
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MASTER INVESTMENT AND FINANCIAL AGREEMENT
Agreement No. MT103GCUBRCM-€200M - 05272021
Transaction Code: SEMI-AUTO-MT103-€200M-05272021
Date: May 27, 2021.

INVESTOR PASSPORT COPY

PARTY A PARTY B
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MASTER INVESTMENT AND FINANCIAL AGREEMENT
Agreement No. MT103GCUBRCM-€200M - 05272021
Transaction Code: SEMI-AUTO-MT103-€200M-05272021
Date: May 27, 2021.

INVESTOR´S COMPANY REGISTRATION DOCUMENT

PARTY A PARTY B
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 MASTER INVESTMENT AND FINANCIAL AGREEMENT
Transaction code: SEMI-AUTO-GPI-€200M - 04032021
Date: May 10, 2021.

“ACCEPTED AND AGREED WITHOUT CHANGE”

(Electronic signature is valid and accepted as hand signature) 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)
1. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000)
adopted by the United Nations Centre for Trade Facilitation and Electronic Business
(UN/CEFACT).
2. EDT documents shall be subject to European 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.
Required message “The remitter is known to us. This is done with full banking responsibility
and we are satisfied as to the source of funds sent to us.”
IGNATURES OF THE PARTIES

IN WITNESS WHERE OF, the PARTIES have hereunto executed this AGREEMENT
on the date: May 27,, 2021.

R and Z Consulting GBR ECO HEMP CBD DISTRIBUCIONES SL

PARTY –A/ INVESTOR PARTY- B/PARTNER

Company: R and Z Consulting GBR Company: ECO HEMP CBD DISTRIBUCIONES SL
Passport №: 1545179 Identity Card:: 47273471F
Date of Issue: 21.11.2016 Date of Issue: 25.10.2018
Date of Expiry: 20.11.2026 Date of Expiry: 13.02.2027
Place of Issue (Country): Mauritius Place of Issue (Country):
Nationality: Mauritius Nationality: S P A I N
Director: Mr. Arnachellum Vinod Signatory:Mr. Alvaro Ardanuy Garcia

Signature:
Signature:

PARTY A PARTY B
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MASTER INVESTMENT AND FINANCIAL AGREEMENT
Agreement No. MT103GCUBRCM-€200M - 05272021
Transaction Code: SEMI-AUTO-MT103-€200M-05272021
Date: May 27, 2021.

PARTY A PARTY B
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MASTER INVESTMENT AND FINANCIAL AGREEMENT
Agreement No. MT103GCUBRCM-€200M - 05272021
Transaction Code: SEMI-AUTO-MT103-€200M-05272021
Date: May 27, 2021.

PARTY A PARTY B
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MASTER INVESTMENT AND FINANCIAL AGREEMENT

Agreement No. MT103GCUBRCM-€200M - 05272021
Transaction Code: SEMI-AUTO-MT103-€200M-05272021
Date: May 27, 2021.

****END OF DOCUMENT****

PARTY A PARTY B
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