COOPERATIVE FINANCE AGREEMENT

TRANSACTION CODE: JRJUK/PMPPL/2020/150, DATED: June 17, 2020

This Agreement is hereby made and entered into this June 17, 2020. For purposes of this Agreement, Party A and

Party B shall be collectively referred to as “Parties”,

BETWEEN

PARTY “A”: PROVIDER

COMPANY NAME PMP PROSPER LLC Reg NO: 0000760582
BUSINESS ADDRESS 22-768 Warsaw, str. Wspolna 59/2, Poland
REPRESENTED BY Mr. PIOTR HILDEBRAND
TITLE PRESIDENT
PASSPORT NO. EJ 8334685
COUNTRY OF ISSUE REPUBLIC OF POLAND
DATE OF ISSUE 18.08.2015
DATE Of EXPIRY 18.08.2025
I, PIOTR HILDEBRAND, hereby swear, under penalty of perjury, that I am the Authorized Signatory to sign
and execute this Agreement, and I am fully aware of this transaction and ready to fulfill my part.

AND

PARTY “B”: LESSOR

COMPANY NAME “BSB CONSULTING” ltd Reg NO: 203382920
BUSINESS ADDRESS Bulgaria, Sofia, q. Mladost1A, b. 505, of. 1
REPRESENTED BY Mr. OLEG POPOV
TITLE PRESIDENT
PASSPORT NO. PU131903
COUNTRY OF ISSUE UKRAINE
DATE OF ISSUE 21 FEB 2017
DATE OF EXPIRY 21 FEB 2027
I, _____________________, hereby swear, under penalty of perjury, that I am the Authorized Signatory to
sign and execute this Agreement, and I am fully aware of this transaction and ready to fulfill my part.
WITNESSETH
WHEREAS Party B has represented to Party A that the former requires certain funds to pursue humanitarian, land
development and commercial projects and has signified its intent to collateralize thereof against delivery of a bank
negotiable instrument in the form of a BANK GUARANTEE (the “BG”) having a face value of 150М (€ ONE HUNDRED
AND FIFTY MILLION EURO) duly issued by BARCLAYS BANK PLC.

WHEREAS Party B has requested the cooperation of Party A to negotiate and secure clean, cleared, unencumbered, legally
earned and freely transferable No Recourse loan against the above-mentioned BG, which is prepared to provide to the
nominees as beneficiaries of Party A under mutually beneficial terms and conditions herein.
WHEREAS the Party B desires to send and transfer and assign all rights, title and interest of the BG to Party A and/or his
nominee for monetary consideration. Party B represents and warrants that it has the ability and resources to arrange
with full corporate responsibility through its Issuing Bank, financial instruments per the terms of assignments of
instruments according to the terms of this Agreement. Party B hereby declares under penalty of perjury that the BGs will
be cash backed by funds that are good, clean, clear, and free of non-criminal origin and, that the BGs will be free and clear
of all liens, encumbrances and third-party interests.
WHEREAS the Party B agrees to send the instrument from his bank via SWIFT to Party A’s designated bank coordinates,
according to the terms of the Agreement hereunder. Party A hereby declares under penalty of perjury that Party A and/or
his nominee has funds set aside for this transaction and is Ready, Willing and Able to deliver No Recourse loan to the
Party B according to the terms hereunder.

1
PARTY -A PARTY -B
 NOW THEREFORE, for and in consideration of the foregoing premises and the covenants herein contained and for
valuable consideration the receipt for mutual satisfaction is hereby acknowledged, the Parties hereto execute this
Cooperate Agreement with the following;

1.0 BANK INSTRUMENT DETAILS

INSTRUMENTS BANK GUARANTEE (BG) ICC PUBLICATION URDG 758, OR LATEST REVISIONS
CURRENCY EURO
ISSUER BARCLAYS BANK PLC
BANK ADDRESS
CONTRACT AMOUNT 150 000 000, 00 (ONE HUNDRED AND FIFTY MILLION EURO)
TRANCHES 150 000 000, 00 (ONE HUNDRED AND FIFTY MILLION EURO)
TERM ONE (1) YEAR AND ONE (1) DAY
AGE FRESH CUT (NEW ISSUING)
INVOICE PRICE 7% OF FACE VALUE
TRANSACTION MODE MT799 (pre advice), THEN MT799 payment order, THEN MT760, THEN
MT103 PAYMENT
DELIVERY SWIFT to SWIFT

2.0 PROCEDURES:

1. SIGN CONTRACT
Provider and Lessor shall execute, sign and initial this “Cooperate Agreement” which thereby automatically becomes a full
recourse commercial contract after Lessor’s application has been accepted by the Provider. The Party A will provide the
Proof of Funds to the Party B along with Cooperate Agreement to proceed further.

2. SWIFT MT799 PRE ADVICE (See Appendix A for approved Text)

Within three (3) business days after the agreement is signed by both parties, and verification of funds by the party A’s
bank, the supplier must send SWIFT MT799 (preliminary consultation) to the beneficiary's Bank

3. SWIFT MT799 PAYMENT ORDER (See Appendix B for approved Text)

Within three (3) banking days of receiving SWIFT MT799 (pre-consultation), the beneficiary must then instruct their
Bank to issue/send a payment order via SWIFT MT799 to the landlord's Bank for verification and authentication, with
their willingness to receive from the landlord's Bank the designated BG via SWIFT MT760.

4. SWIFT MT760 (See Appendix C for approved Text)

Within 3 (three) international banking days after receipt of SWIFT-799(BPU) and payment order, as well as successful
verification, the lessor will deliver SWIFT MT-760 to the beneficiary's Bank for authentication and verification of BG in
favor of the financier. The provider informs the landlord that the receiving Bank has received SWIFT MT760 from the
issuing Bank of the landlord. The provider must instruct and ensure that its receiving Bank verifies SWIFT MT760
delivery.

5. PAYMENT
After verification and authentication of SWIFT MT760 by the beneficiary's Bank, the provider must issue cash (MT103), a
total of 7% of the face value of BG within 10 banking days.

6. FOLLOW UP
In case of default by the Provider of payment obligations in accordance with the terms of this Agreement, the lessor will
instruct its issuing Bank to file a claim against BG and thereby force the beneficiary's receiving Bank to return the SWIFT
MT760 Bank guarantee back to the issuing Bank.

On the 365th day (after delivery), the beneficiary receiving Bank returns the instrument, free of obligations and
unencumbered, within 15 days after repayment or extends the validity of the BG under the terms of this
Agreement. The Bank guarantee (BG) may be extended by agreement of the parties after the expiry of its validity.

THE SIDIES RESERVES THE RIGHT TO USE ANY BANK ACCOUNT FOR SMOOTHEN TRANSACTION OPERATION (IT’S
OUR BANK REGULATIONS AND PROCEDURE). BOTH PARTIES SHALL HAVE THE RIGHT TO USE MULTIPLE AND
DIFFERENT ACCOUNTS TO FACILITATE THE CLOSING OF THIS TRANSACTION.
2
PARTY -A PARTY -B
 3.0 PROVISIONS CONCERNING TRANCHE SCHEDULE (“Schedule of Delivery”)
The undersigned both parties acknowledge and agree that the following provisions apply concerning tranche and the
tranche schedule.
- If, after payment of the tranche, party A decides not to continue the tranche in accordance with the contract, Party A
shall immediately notify the lessor by sending him an e-mail with an attached signed letter on a letterhead or individual
form, which specifically indicates that party A wishes to immediately terminate the tranche and indicates the reasons for
such refusal.
- If party A decides at any time to change the schedule for the provision of tranches, with respect to either the frequency of
each tranche or the amount of each tranche, Party A will immediately notify the supplier (sender) in accordance with the
above paragraph.

FORCE MAJEURE
Any delay in or 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 such delays or 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.

ARBITRATION
All disputes and questions whatsoever which arises between the parties to this agreement and touching on this
agreement on the construction or application thereof or any account cost, liability to be made hereunder or as to any
act or way relating to this agreement shall be settled by the arbitration in accordance with the arbitration laws of the
ICC.
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 United Kingdom. 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.
BANKING DETAILS

PARTY-B’s BANK COORDINATE 1: TO ISSUE 150M BG FOR DEUTSCHE BANK PRIVAT- UND GESCHÄFTSKUNDEN AG
BANK NAME PIRAEUS BANK AG
BANK ADDRESS 62,VASIL LEVSKY blvd.,Sofia, Bulgaria
SWIFT CODE PIRBBGSF
ACCOUNT NAME “BSB CONSULTING” ltd
ACCOUNT NUMBER (IBAN) BG39PIRB80331605775458
(euro)

PARTY-A’s BANK COORDINATES 2: TO RECEIVE BG (MT760) AND RELEASE FUND

BANK NAME DEUTSCHE BANK PRIVAT- UND GESCHÄFTSKUNDEN AG
BANK ADDRESS ALTER WALL 53. 20457 HAMBURG. DEUTSCHLAND
SWIFT CODE DEUTDEFFVAC
ACCOUNT NAME DISRUPTIVE CONSULTING LIMITED
ACCOUNT NUMBER (IBAN) DE10120700700220052063

PARTY-B’s BANK COODINATE 3: TO RECEIVE THE PAYMENT 7%: € 10 500 000,00 (ten million five hundred
thousand EUROS)
BANK NAME PIRAEUS BANK AG
BANK ADDRESS 62,VASIL LEVSKY blvd.,Sofia, Bulgaria
SWIFT CODE PIRBBGSF
ACCOUNT NAME “BSB CONSULTING” ltd
ACCOUNT NUMBER (IBAN) BG39PIRB80331605775458

3
PARTY -A PARTY -B
Any Unauthorized Bank Calls, Probes Or Communications, Or An Improper Solicitation Or Disclosure Involving Any Of The
Banks Concerned In This Transaction Will Result Immediate Cancellation Of This Transaction And Subject The Violating
Party To Damages.
GENERAL PROVISIONS

Party B and Party A may change or add transaction banks by providing written notice within eight banking hours
to each other. Both Parties, as well, shall be responsible for their own institutional costs, and accept liability for
taxes, imposts, levies or charges that may be applicable in the execution of this transaction.

Generally recognized international standards concerning the payment of fees and commissions, as well as non-
circumvention and non-disclosure rules of the ICC shall apply for a period of five (5) years from the date of signing
this agreement.

That this document shall in no way be changed without the written consent of both Parties; Any amendment OR
addendum hereof shall be drawn separately and shall form an integral part hereof when signed by the Parties with
their original written signatures.

That nothing contained herein shall be construed as to create an “Employer-Employee” relationship between the
Parties;

That this Agreement binds and extends to the respective heirs, nominees and assigns of the Parties and shall apply
to any extension or renewal of the bank instrument subject hereof or for any issuance of any bank negotiable
instrument in favor of the Second Party;

The BG is governed by ICC regulation and is transferable.

That the subject of any conflict which may arise here from shall be submitted to a mutually acceptable panel of
arbitrators who shall decide on the subject in accordance with the Rules on Conciliation and Arbitration of the
International Chamber of Commerce whose rules are deemed incorporated including the rules on non-
circumvention and non-disclosure; Award of judgment may be entered in any English Court.

That facsimile copies and/or electronic copies of this signed Agreement shall carry the full force and effect of this
original Agreement

For and On behalf of PROVIDER For and On behalf of LESSOR

___________________________________ PRESIDENT__________________OLEG POPOV

NAME: Mr. PIOTR HILDEBRAND NAME: Mr. OLEG POPOV

COMPANY: PMP PROSPER LLC COMPANY: BSB CONSULTING ltd
TITLE: PRESIDENT TITLE: PRESIDENT
PASSPORT: EJ 8334685 PASSPORT: PU131903
NATIONALITY: POLAND NATIONALITY: UKRAINE
DATE OF ISSUE: 18.08.2015 DATE OF ISSUE: 21 FEB 2017
DATE OF EXPIRY: 18.08.2025 EXPIRY OF DATE: 21 FEB 2027

4
PARTY -A PARTY -B
 APPENDIX A
SWIFT MT799 (PRE-ADVICE)

Please, fill in the full text, if necessary amend for harmonization

WE, __________________, LOCATED AT: ___________________ REPRESENTED BY THE UNDERSIGNED OFFICERS, DO HERBY
CONFIRM WITH FULL BANK RESPONSIBILITY AND AUTHORITY ON BEHALF OF OUR CLIENT,___________ WITH
ACCOUNT NUMBER: ___________________,THAT WE ARE READY WILLING AND ABLE, TO ISSUE A FULLY CASH BACKED
BANK GUARANTEE, VIA SWIFT MT760 PER THE ATTACHED WORDING, ONE (1), BANK GUARANTEE, IN
ACCORDANCE WITH ICC PUBLICATION NO.758

ISSUED BY ………………. IN FAVOR OF BANK ACCOUNT NUMBER ___________________FOR THE

BENEFIT OF [BENEFICIARY NAME]. WITH A PRINCIPAL FACE VALUE OF _________ ONE HUNDRED AND FIFTY

MILLION EURO (€150,000,000.00) WITH VERBIAGE CONTAINED HEREIN OF THIS

TRANSMISSION. WE FURTHER CONFIRM THAT THE BANK GUARANTEE IS CASH-BACKED AND IS ASSIGNABLE,

TRANSFERABLE, DIVISIBLE AND UNCONDITIONALLY CALLABLE UPON MATURITY.

PSELL CONFIRM, VIA SWIFT THAT YOU ARE READY TO RECEIVE AND FUND THE BANK GUARANTEE.

FOR AND ON BEHALF OF ___________ BANK

ADRESS _________________________

_________________________________

_________________________________

AUTHORIZED BANK OFFICER 1

<NAME, TITLE, PIN CODE>

AUTHORIZED BANKOFFICER 2

<NAME, TITLE, PIN CODE>

5
PARTY -A PARTY -B
 APPENDIX B
SWIFT MT799 (BPU)

Please agree on the text, if necessary amend to harmonize

THIS SWIFT MT799 RESPONSE IS TO CONFIRM THAT WE, DEUTSCHE BANK PRIVAT- UND GESCHÄFTSKUNDEN AG,
LOCATED AT ALTER WALL 53. 20457 HAMBURG. DEUTSCHLAND, HEREBY CONFIRM, WITH THE FULL RESPONSIBILITY AND
RESPONSIBILITY OF THE BANK, THAT WE RETAIN ON DEPOSIT FUNDS IN AN AMOUNT SUFFICIENT TO PAY BG ON ACCOUNT
DE10120700700220052063 FOR AND UNDER THE SOLE SIGNATURE OF OUR CLIENT DISRUPTIVE CONSULTING LIMITED. WE
HEREBY CONFIRM THAT WE HAVE THE FINANCIAL CAPACITY TO PAY BG.
.
WE CONFIRM THAT, TO THE BEST OF OUR KNOWLEDGE, THESE FUNDS ON DEPOSIT ARE LEGALLY EARNED, CLEAN,
CLEARED, HAVE NO CRIMINAL ORIGIN AND ARE FREE FROM ANY LIENS AND ENCUMBRANCES AND ARE AVAILABLE TO THE
CLIENT WITHOUT ANY RESTRICTIONS.
.
WE ALSO CONFIRM THAT THE FUNDS ON DEPOSIT CONFIRM THE FINANCIAL CAPABILITIES OF OUR CLIENT
DISRUPTIVE CONSULTING LIMITED.
.
THIS CONFIRMATION IS VERIFIABLE AND CONFIRMABLE BY RESPONSIBLE BANK TO BANK ENQUIRY.
.
FOR AND ON BEHALF OF
DEUTSCHE BANK PRIVAT- UND GESCHÄFTSKUNDEN AG
ALTER WALL 53. 20457 HAMBURG. DEUTSCHLAND

AUTHORIZED BANK OFFICER 1: BANK OFFICER, TITLE, PIN NO.:

AUTHORIZED BANK OFFICER 2: BANK OFFICER, TITLE, PIN NO.:

6
PARTY -A PARTY -B
 APPENDIX C MT760 VERBIAGE
SAMPLE SWIFT MT-760 FROM ISSUING BANK TO RECEIVING BANK

Please, fill in the full text, if necessary amend for harmonization

For cash value received, we, the undersigned ______________, LOCATED AT: _________________________________

hereby irrevocably and unconditionally, without protest or notification, promise and undertake to pay on first demand against
this Bank Guarantee No. ……. to the order of the Beneficiary, ___________, or the holder thereof, sum of € 150.000.000,00 (EURO
ONE HUNDRED FIFTY MILLION) upon presentation and surrender of this Bank Guarantee at the counters of ________________ or
any of their western Europe correspondence Banks

Such payment shall be made without set – off and free and clear of any deduction, charges, fees, withholdings, of any nature,
now or hereafter imposed levied, collected, withheld or assessed by the Government of ................................ or any political
subdivision of authority thereof or therein.

This Bank Guarantee is freely transferable, assignable and divisible without any payments or transfer fees to us. Any claim
under this Guarantee for the encashment must be received at our counters prior to close if business before the expiry date.

This Guarantee is subject to the uniform practises and customs for Bank Debentures stipulated in the ICC publication 600 latest
edition.

This Guarantee is governed and shall be constructed in accordance with the laws of …………………. (country)

FOR AND ON BEHALF OF

ADDRESS OF ISSUING BANK

…………………………........ ……………………………........
BANK OFFICER, TITLE BANK OFFICER, TITLE
PIN NO. PIN NO.

7
PARTY -A PARTY -B
 ATTACHMENT (1)-A
PARTY “A” PASSPORT COPY

8
PARTY -A PARTY -B
 PROVIDER’S COPY OF COMPANY REGISTRATION CERTIFICATE

9
PARTY -A PARTY -B
 ATTACHMENT (1)-B
PARTY “B” PASSPORT COPY

10
PARTY -A PARTY -B