PROJECT INVESTMENT AGREEMENT

THIS PROJECT INVESTMENT AGREEMENT (HEREINAFTER REFERRED TO AS

“AGREEMENT”) FOR THE DELIVERY OF CASH FUNDS FOR INVESTMENT PURPOSES
ACCORDING TO THE TRANSACTION SCHEDULE (AS DETAILED IN APPENDIX I
HEREIN), AND VIA THE METHODOLOGY PRESCRIBED FOR ITS COMPLETE AND
PROPER CONSUMMATION (“TRANSACTION”), IS SIGNED AND AGREED WITH FULL
CORPORATE AND LEGAL RESPONSIBILITIES ON THIS DAY, 12th SEPT 2024, BY AND
BETWEEN:

THE INVESTOR (“PARTY A”)

COMPANY NAME Y8LTD(UK)LTD

REGISTERED ADDRESS 20-22 Wenlock Road, London, England, Nl 7GU
REGISTRATION
11936627
NUMBER
REPRESENTED BY MR. NAHIER MAHMOOD BUTT
POSITION DIRECTOR
PASSPORT NUMBER 537735672
COUNTRY OF ISSUE GREAT BRITAIN
ISSUE DATE 20 DEC 2016

EXPIRY DATE 20.SEP.2027

AND

THE MANAGER (“PARTY B”):

COMPANY NAME
REGISTERED ADDRESS
REGISTRATION
NUMBER
REPRESENTED BY
POSITION DIRECTOR
PASSPORT NUMBER
COUNTRY OF ISSUE

ISSUE DATE
EXPIRY DATE
EACH OF THE PARTIES, AS THE CONTEXT MAY REQUIRE, MAY SOMETIMES
HEREAFTER BE REFERRED TO AS COLLECTIVELY AS THE “PARTIES”.
RECITALS:

I. WHEREAS, PARTY A AGREES TO DELIVER CLEAN AND CLEARED CASH FUNDS

FOR INVESTMENT PURPOSES TO PARTY B ACCORDING TO THE TRANSACTION
SCHEDULE (AS DETAILED IN APPENDIX I HEREIN), AND VIA THE
METHODOLOGY PRESCRIBED IN ORDER TO COMPLETELY AND PROPERLY
CONSUMMATE THE TRANSACTION, AND;

II. WHEREAS, PARTY B DECLARES THAT HE/SHE/IT/THEY IS/ARE EXPERIENCED

IN AND TECHNICALLY AND FINANCIALLY CAPABLE OF RECEIVING CASH FUNDS
FOR INVESTMENT PURPOSES, AND;

III. WHEREAS, PARTY B DECLARES THAT HE/SHE/IT/THEY IS/ARE READY,

WILLING AND ABLE TO RECEIVE CASH FUNDS INTO HIS/HER/ITS/THEIR BANK
AND DESIGNATED ACCOUNT THEREIN ACCORDING TO THE TRANSACTION
SCHEDULE (AS DETAILED IN APPENDIX I HEREIN), AND VIA THE
METHODOLOGY PRESCRIBED IN ORDER TO COMPLETELY AND PROPERLY
CONSUMMATE THE TRANSACTION, AND TO EXECUTE THE DISTRIBUTION AND
TRANSFER OF THE RECEIVED FUNDS TO THE PARTIES AND THEIR BANK
ACCOUNTS IDENTIFIED WITHIN THIS AGREEMENT AND IN ACCORDANCE TO
THE TERMS AND CONDITIONS HEREIN, AND;

IV. WHEREAS, PARTY B REPRESENTS TO PARTY A THAT HE/THEY HOLD CERTAIN

CENTRAL BANK(S) QUOTAS AND SPECIAL PERMITS, BANK ACCOUNT(S) AND
ANY/ALL REQUIRED BANK OFFICER(S) OF SUFFICIENT AND REQUISITE
STANDING IN ORDER TO COMPLETELY AND PROPERLY CONSUMMATE THE
TRANSACTION – AND THAT FURTHERMORE THEY HAVE THE FULL, ABSOLUTE,
AND COMPLETE KNOWLEDGE AND UNDERSTANDING OF ANY AND ALL SUCH
PROCEDURAL AND REGULATORY REQUIREMENTS, AND;

V. WHEREAS, PARTY B COMMITS TO PROVIDE TO PARTY A COPIES OF ANY AND

ALL SUCH SPECIAL PERMITS, AND ANY AND ALL OTHER DOCUMENTATION OR
INFORMATION DEEMED NECESSARY BY AND ON THE FIRST REQUEST OF
PARTY A TO EVIDENCE ANY AND ALL APPROPRIATE BANKING
AUTHORISATIONS, FACILITIES, AND RESOURCES NECESSARY TO ENABLE THE
COMPLETE AND PROPER CONSUMMATION OF THE TRANSACTION(S)
CONTEMPLATED WITHIN THIS AGREEMENT, AND;

VI. WHEREAS, PARTY A AND PARTY B EACH AGREE TO ASSUME

RESPONSIBILITIES TO SEPARATELY AND/OR COLLECTIVELY INVEST THE
FUNDS RECEIVED INTO ECONOMIC AND HUMANITARIAN PROJECTS IN
MULTIPLE LOCATIONS RESPECTIVELY, AND;
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT
AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, IT IS AGREED AS
FOLLOWS:

1. PARTY A REPRESENTATIONS: PARTY A REPRESENTS AND WARRANTS THAT IT

HAS FULL AND UNCONDITIONAL INDIVIDUAL RESPONSIBILITY TO ENTER INTO
THIS AGREEMENT. FURTHERMORE,

1.1.PARTY A 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(S), AND;

1.2.PARTY A CONFIRMS THAT HE/SHE/IT/THEY IS/ARE THE LEGAL PROVIDER OF

THE FUNDS AND HE/SHE/IT/THEY IS/ARE AUTHORIZED TO TRANSFER THE
FUNDS TO PARTY B ACCORDING TO THE TERMS OF THIS AGREEMENT, AND;

1.3.BY SIGNING THIS AGREEMENT, PARTY A REPRESENTS AND WARRANTS

THATHE/SHE/IT/THEY IS/ARE GRANTING A LEGAL RIGHT TO PARTY B AND ITS
BANKER(S) AND THE FULL LEGAL AUTHORITY TO ACCESS AND PROCESS ITS
FUNDS AND DISTRIBUTE AND TRANSFER CASH FUNDS ACCORDING TO THE
TRANSACTION SCHEDULE (AS DETAILED IN APPENDIX I HEREIN) AND VIA THE
METHODOLOGY PRESCRIBED IN ORDER TO COMPLETELY AND PROPERLY
CONSUMMATE THE TRANSACTION, AS PER THE TERMS AND CONDITIONS
WITHIN THIS AGREEMENT.

2. ROLES OF PARTIES: NOW THEREFORE, THE PARTIES AGREE TO ASSUME THEIR

FOLLOWING RESPECTIVE ROLES TO COMPLETELY AND PROPERLY CONSUMMATE
THE TRANSACTION:

2.1.PARTY B HAS AGREED TO PROVIDE A FIT AND PROPER ACCOUNT AND ANY
REQUIRED BANK OFFICER(S) TO RECEIVE AND LOCATE THE TRANSACTION
FUNDS (AS DETAILED IN THE TRANSACTION SCHEDULE APPENDIX I HEREIN)
FROM PARTY A’S VARIOUS BANK ACCOUNTS INCLUDING BUT NOT LIMITED
TO THOSE DETAILED IN APPENDIX II HEREIN, AND;

2.2.PARTY A HAS AGREED TO PROVIDE THE CLEAN AND CLEARED CASH FUNDS
ACCORDING TO THE TRANSACTION SCHEDULE (AS DETAILED IN APPENDIX I
HEREIN) AND VIA THE METHODOLOGY PRESCRIBED IN ORDER TO
COMPLETELY AND PROPERLY CONSUMMATE THE TRANSACTION, TO PARTY
B’S DESIGNATED/NOMINATED ACCOUNT SPECIFIED IN APPENDIX III HEREIN,
AND;

2.3.PARTY B HAS AGREED TO RECEIVE THE CLEAN AND CLEARED FUNDS FROM
PARTY A AND DISTRIBUTE THEM FOR INVESTMENTS TO THE ACCOUNTS
SPECIFIED IN SCHEDULE IV HEREIN, AND/OR ANY OTHER ACCOUNTS TO BE
PROVIDED BY PARTY A, AND;
2.4.BOTH PARTIES HEREBY AGREE TO THE FOLLOWING TERMS STATED BELOW:
3. TRANSACTION PROCEDURE

3.1. THE PARTIES EXECUTE, SIGN AND INITIATE THIS PROJECT INVESTMENT
AGREEMENT, AND ANY SUPPLEMENTARY DOCUMENTS REQUIRED (SUCH AS A
PAYMENT GUARANTEE LETTER) WHICH THEREBY AUTOMATICALLY
BECOME(S) A FULL COMMERCIAL RECOURSE CONTRACT (AGREEMENT).

3.2.THE PARTIES INSTRUCT THEIR RESPECTIVE BANK OFFICERS TO ENGAGE

ACCORDING TO THE METHODOLOGY PRESCRIBED IN ORDER TO COMPLETELY
AND PROPERLY CONSUMMATE THE TRANSACTION.
4. NON-SOLICITATION: PARTY B HEREBY CONFIRMS AND DECLARES THAT THE
PARTY A, ITS ASSOCIATES OR REPRESENTATIVES OR ANY PERSON OR PERSONS
ON ITS BEHALF HAS/HAVE NEVER EVER SOLICITED ITS DIRECTORS,
SHAREHOLDERS OR ASSOCIATES OR REPRESENTATIVES IN ANY WAY
WHATSOEVER THAT CAN BE CONSTRUED AS A SOLICITATION FOR THIS
TRANSACTION OR FOR FUTURE TRANSACTIONS.

5. FORCE MAJEURE: ANY FAILURE OF PERFORMANCE BY EITHER PARTY OF THEIR

RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT CONSTITUTE A
BREACH HEREUNDER OR GIVE RISE TO ANY CLAIMS FOR DAMAGES IF, AND TO
THE EXTENT THAT FAILURES IN PERFORMANCE ARE CAUSED BY EVENTS OR
CIRCUMSTANCE BEYOND THE CONTROL OF SUCH PARTY. THE TERM “BEYOND
THE CONTROL OF SUCH PARTY “INCLUDE LAWFUL ORDER OF GOVERNMENT OR
AUTHORITY, ACT OF WAR, REBELLION OR SABOTAGE, 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.

6. ARBITRATION: ALL UNRESOLVED DISPUTES WHICH ARISE BETWEEN THE

PARTIES RELATED TO THIS AGREEMENT OR ANY LIABILITY CREATED AS A RESULT
OF THE TRANSACTIONS CONTEMPLATED AS DEFINED WITHIN THIS AGREEMENT
TO BE MADE SHALL BE SETTLED BY THE ARBITRATION IN ACCORDANCE WITH
THE LAWS OF THE UNITED KINGDOM. ANY ARBITRATION WILL BE CONDUCTED
BY THE LONDON COURT OF INTERNATIONAL ARBITRATION
(HTTPS://WWW.LCIA.ORG/) WHOSE RULING SHALL BE FINAL. THE INJURED
PARTY WILL BE ENTITLED TO REIMBURSEMENT OF COURT COSTS AND
ATTORNEY’S FEES IN ADDITION TO ANY DAMAGE AWARDED BY THE COURT.

7. ENTIRE AGREEMENT: 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. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF HONG KONG. IN THE EVENT
THAT EITHER PARTY SHALL BE REQUIRED TO BRING ANY LEGAL ACTIONS
AGAINST THE OTHER IT ENFORCES ANY OF THE TERMS OF THIS AGREEMENT THE
PREVAILING PARTY SHALL BE ENTITLED TO RECOVER REASONABLY ATTORNEY
FEES AND COSTS.
8. AGENT FEES: IN CONSIDERATION OF THE MUTUAL BENEFITS TO BE DERIVED BY
THE ASSOCIATES OR AFFILIATED INDIVIDUALS, AGENTS, COMPANIES,
DESIGNEES, TRUSTEES OR EXECUTORS, IT IS UNDERSTOOD AND AGREED THAT
THE PARTIES HERETO ARE MUTUALLY DESIROUS OF EFFECTING THIS BUSINESS
TRANSACTION IN CO-OPERATION WITH ONE ANOTHER FOR THEIR MUTUAL
BENEFIT AND ALL SIGNATORY PARTIES AGREE TO ABIDE BY THE FOLLOWING
TERMS AND CONDITIONS:

8.1.THE PARTIES AGREE THAT THEY WILL NOT MAKE ANY AGREEMENT WITH,
DEAL WITH OR BE INVOLVED WITH INDIVIDUALS KNOWN TO HAVE A
CRIMINAL RECORD, AND;

8.2.THE SIGNATORY AGREES TO KEEP CONFIDENTIAL THE IDENTITY OF AND ALL

CONTACTS SO PROVIDED DURING THE COURSE OF THE BUSINESS
CONTEMPLATED HEREIN, AND;

8.3.THE PARTIES HERETO AGREE THAT ALL COMMISSIONS OR FEES AS AGREED

BY THE PARTIES AND SPECIFIED IN APPENDIX V HEREIN SHALL BE PAID IN
FULL AT THE END OF EVERY TRANCHE TO THE COORDINATES SPECIFIED IN
SAID APPENDIX V HEREIN, AND;

8.4.THIS AGREEMENT SHALL BE LEGALLY BINDING ON THE PARTIES HERETO,

THEIR PRINCIPALS, EMPLOYEES, REPRESENTATIVES, AGENTS AND ASSIGNS
IN ALL COUNTRIES OF THE WORLD, AND;
8.5.THE PARTIES HERETO AFFIRM THAT IN EVERY INSTANCE, THEY WILL ACT
WITH THE HIGHEST STANDARDS OF ETHICS AND HONESTY IN ALL THEIR
DEALINGS.

9. NON-CIRCUMVENTION: THIS AGREEMENT SHALL BE RESPECTED AND

HONORED AT ALL TIMES, UNLESS OTHERWISE MUTUALLY AGREED UPON AND
ANY PARTY WILL PERMIT NO ATTEMPT OR HINT OF CIRCUMVENTION. EACH OF
THE ABOVE PARTIES AGREES AND UNDERSTANDS THAT ANY OVERT OR COVERT
ACTION OF CIRCUMVENTION PRESCRIBED BY THIS AGREEMENT COULD BE
CONSTRUED AS A FRAUDULENT ACT AGAINST THE OTHER AND WILL BE SUBJECT
TO JUDICIAL ACTION, RECOMPENSE FOR DAMAGES, POSSIBLE PUNITIVE
DAMAGES AND INJUNCTIVE RELIEF IMPOSED BY THE LEGAL PROCESS AND CAUSE
THE IMMEDIATE TERMINATION OF BUSINESS BETWEEN THE PARTIES.
WHEREUPON THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE
EXECUTED BY THEIR RESPECTIVE DULY AUTHORIZED SIGNATORIES AS OF THE
EFFECTIVE DATE HEREOF.

SIGNED ON THIS DAY,

FOR AND BEHALF OF PARTY A:

NAME: MR. NAHIER BUTT

TITLE: DIRECTOR

FOR AND BEHALF OF PARTY B:

NAME:
TITLE: PROPRIETOR
 APPENDIX I:
TRANSACTION SCHEDULE:

TRANSACTION CODE Y8MT103TT001

XXX EUROS (€X.00) WITH POSSIBLE ROLLS AND

TRANSFER FACE VALUE
EXTENSIONS
PARTY A DELIVERING BANK BARCLAYS BANK PLC
PARTY B RECEIVING BANK
PURPOSE (Field 70) PROJECT INVESTMENT AND PROJECT FUNDING
xxxx EUROS (€X.00) WITH POSSIBLE ROLLS AND
FUNDS FOR INVESTMENT
EXTENSIONS
PARTY A’S FUNDS’
MT103 TT SEM AUTOMATIC
DELIVERY METHOD
PARTY B’S DISTRIBUTION
METHOD FOR INVESTMENT VIA CRYPTO WALLETS (IN FORTY EIGHT HOURS)
FUNDS
PARTY A’S INVESTMENT
45% OF 100% OF EACH TRANCHE VALUE
FUNDS ALLOCATION
PARTY B ‘S INVESTMENT
45% OF 100% OF EACH TRANCHE VALUE
FUNDS ALLOCATION
PARTY A’S AGENT(S’) FEES 5% OF 100% OF EACH TRANCHE VALUE
PARTY B’S AGENT(S’) FEES 5% OF 100% OF EACH TRANCHE VALUE
TRANCHE SCHEDULE (TO BE AGREED BY THE PARTIES)
TRANCHE 1 €TBC
TRANCHE 2 n/a
TRANCHE 3 n/a
TRANCHE 4 n/a
SUBSEQUENT TRANCHES n/a
SPECIAL NOTES TO n/a
PROCEDURE

APPENDIX II
PARTY A SENDING BANK COORDINATES:
BANK NAME BARCLAYS BANK AG

BANK ADDRESS 1 CHURCHILL PLACE, LONDON E14 5HP

SWIFT CODE BUKBGB22

ACCOUNT
GB23BUKB20003776602381
NUMBER

IBAN

ACCOUNT NAME Y8 LTD (U.K.) LTD

BANK OFFICER
MR. RICHARD LOWE
NAME
BANK OFFICER
EMAIL
BANK OFFICER
+1-44-711-6100
PHONE

REFERENCE Investment in projects / Project Funding

 APPENDIX III:
PARTY B RECEIVING BANK COORDINATES:

INTERMEDIARY
BANK
(Field 56a)

BANK ADDRESS

SWIFT CODE

BENEFICIARY
BANK
(Field 57a)

BANK ADDRESS

SWIFT CODE

BENEFICIARY
(Field 59)

IBAN

ACCOUNT NUMBER

REFERENCE Investment in projects

APPENDIX IV:
RECEIVING BANK COORDINATES FOR INVESTMENT FUNDS:

FOR PARTY A: PAYMASTER SHALL RECEIVE ALL INVESTMENT FUNDS ON BEHALF

OF INVESTOR IN RELATION TO PARTY A VIA THE FOLLOWING DESIGNATED DETAILS
TO RECEIVE 45 PERCENT OF 100% OF EACH TRANCHE VALUE INCLUDING ROLLS
AND EXTENSIONS:

BANK NAME 0x04f30051B0D2492DfFF3F79178b2A48BE47CBf0D

BANK ADDRESS

QR CODE

BENEFICIARIES SENDER

ALL WIRE TRANSFERS SHALL INCORPORATE BELOW

TEXT MESSAGE AND A COPY OF EACH BANK WIRE
TRANSFER SLIP SHALL BE EMAILED FOR LEGAL
VERIFICATION.
SPECIAL
INSTRUCTIONS ALL TRANSFER INSTRUCTIONS SHALL STATE:

"FUNDS ARE CLEAN AND CLEAR, OF NON‐CRIMINAL

ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON
RECEIPT BY BENEFICIARY’S BANK WITH SAME DAY'S
VALUE.”
 APPENDIX V:
PAYMENTS TO AGENTS:

FOR PARTY A: PAYMASTER FOR THE CONSULTANCY FEES IN RELATION TO PARTY

A VIA THE FOLLOWING DESIGNATED DETAILS TO RECEIVE 5% PERCENT OF 100%
OF EACH TRANCHE VALUE INCLUDING ROLLS AND EXTENSIONS:

0x5ecf6066684b0af8df9fe877c6489338a74269
BANK NAME
ed

BANK ADDRESS

QR CODE

BENEFICIARIES SENDER MANDATE

ALL WIRE TRANSFERS SHALL INCORPORATE BELOW

TEXT MESSAGE AND A COPY OF EACH BANK WIRE
TRANSFER SLIP SHALL BE EMAILED FOR LEGAL
VERIFICATION.
SPECIAL
INSTRUCTIONS ALL TRANSFER INSTRUCTIONS SHALL STATE:

"FUNDS ARE CLEAN AND CLEAR, OF NON‐CRIMINAL

ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY
UPON RECEIPT BY BENEFICIARY’S BANK WITH SAME
DAY'S VALUE.”
 APPENDIX V (CONTINUED):
PAYMENTS TO AGENTS:

FOR PARTY B’S AGENTS: PAYMASTER FOR PROJECT #1 DESIGNATED BANK

DETAILS TO RECEIVE 5% PERCENT OF 100% OF EACH TRANCHE VALUE
INCLUDING ROLLS AND EXTENSIONS:

BANK NAME

BANK ADDRESS

QR CODE

BENEFICIARIES

ALL WIRE TRANSFERS SHALL INCORPORATE BELOW

TEXT MESSAGE AND A COPY OF EACH BANK WIRE
TRANSFER SLIP SHALL BE EMAILED FOR LEGAL
VERIFICATION.
SPECIAL
INSTRUCTIONS ALL TRANSFER INSTRUCTIONS SHALL STATE:

"FUNDS ARE CLEAN AND CLEAR, OF NON‐CRIMINAL

ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON
RECEIPT BY BENEFICIARY’S BANK WITH SAME DAY'S
VALUE.”
 APPENDIX IV:
PARTY A – SIGNATORY PASSPORT

APPENDIX V:
PARTY A – CERTIFICATE OF INCORPORATION
 APPENDIX VI:

PARTY B – SIGNATORY PASSPORT

 APPENDIX VII:

PARTY B – CERTIFICATE OF
INCORPORATION