AGREEMENT NUMBER 5072024:FT-/MT-103/100M/TRANSACTION

PARTNERSHIP AGREEMENT

This PARTNERSHIP AGREEMENT № 5072024 ON INVESTMENTS AND FINANCIAL

CO-OPERATION

Investor - Sender

COMPANY NAME SALTERNS MARINA SOUTH LTD

COMPANY ADDRESS: MIDLAND HOUSE, 2 POOLE ROAD, BOURNMOUTH, UNITED
KINGDOM, BH2 5QY

REGISTRATION NUMBER: 11438879

REPRESENTED BY: MR. JOHN NICHOLAS JACKSON SMITH
PASSPORT № / COUNTRY: 577317365/UK
DATE OF ISSUE: 20/04/2020
DATE OF EXPIRY: 20/04/2030
COUNTRY OF ISSUE UK
BANK NAME: HSBC CONTINENTAL EUROPE S.A.
BANK ADDRESS: HANSAALLEE 3, DUESSELDORF, Germany
ACCOUNT NAME: SALTERNS MARINA SOUTH LTD
ACCOUNT NUMBER/IBAN 1908852008 / DE52 3003 0880 1908 8520 08
SWIFT CODE: TUBDDEDDXXX

Receiver Filling Form

COMPANY NAME F.I.M. Partners a.s.

COMPANY ADDRESS: Podzahradna 60/L, 831 06 Bratislava, SLOVAKIA
REGISTRATION NUMBER: 35 802 936
REPRESENTED BY: Karel Hruska
PASSPORT № 46201713
DATE OF ISSUE: 03.07.2020
DATE OF EXPIRY: 03.07.2030
BANK NAME: Slovenska sporitelna a.s.

BANK ADDRESS: Tomasikova 48, 832 37 Bratislava, Slovakia

ACCOUNT NAME: F.I.M Partners
ACCOUNT No/ IBAN (EUR): SK89 0900 0000 0051 2904 1308
SWIFT CODE/ GPI code: GIBASKBX
BANK OFFICER NAME: Frantisek Revaj
BANK OFFICER TEL/ +421 910 684 606/ revaj.frantisek@ slsp.sk
EMAIL:

WHEREAS, Sender is holding an account at with cash funds to be transferred to Second Party’s
designated account aiming at Investments; and
AGREEMENT NUMBER 5072024:FT-/MT-103/100M/TRANSACTION

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 LOCAL WIRE E

Transfer, in accordance with the terms and conditions of this Agreement; and

WHEREAS, Receiver has further made arrangement with a third party (herein 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 condition ns 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 in to 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 DIRECT LOCAL WIRE Transfers per agreed terms and conditions in this Agreement
DETAILS OF TRANSACTION

DIRECT LOCAL WIRE TRANSFER

FINANCIAL INSTRUMENT:
TOTAL FACE VALUE: € 100,000,000 (ONE HUNDRED MILLION EUROS) Roll and extensio

FIRST TRANCHE € 1,900,000 (ONE MILLION NINE Hundred THOUSAND EURO)

SECOND TRANCHE AND TRANCHE

€ €3.100,000 (THREE MILION HUNDRED THOUSAND EURO )

THIRD ANDFOURTH H TRANCHES € 47,500,000 (FORTHY SEVEN MILLION FIVE HUNDRED

THOUSAND EURO )

SUBSEQUENT TRANCHES: TBA

NOTE
Delivery status one hour

IT'S UNDERSTOOD THAT THE AMOUNT AND TIMING OF TRANCHES

ARE DEFINED BETWEEN THE PARTIES.

INVESTOR CEO/MANAGER
AGREEMENT NUMBER 5072024:FT-/MT-103/100M/TRANSACTION

PROCEDURES:

1. SENDER AND RECEIVER EXECUTE, SIGN AND SEAL THIS AGREEMENT WITH THE
DISTRIBUTION OF THE FUNDS AS STATED 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 CASH FUNDS TO THE COMPANY ACCOUNT BY THE SENDER'S BANK OFFICER.

3. AFTER SIGNING OF THIS AGREEMENT BY THE PARTIES THE SENDERS ENDS TO THE
RECEIVER A COPY OF THE BANK CONFIRMING EXISTENCE TRANSACTION OF CASH FUNDS.

4. UPON THE ABOVE SENDER WILL TRANSFER THE CASH FUNDS TO THE BANK ACCOUNT AND
ON SUCCESS WILL PROVIDE TO THE RECEIVER A SECURE COPY OF THE TT SLIP WITH THE
DETAILS OF THE TRANSFER.

5. UPON THE RECEPTION OF THE SLIP THE RECEIVER PROVIDES THE SENDER WITH SIGNED

6. AGREEMENTS ACCEPTED BY THE RECEIVER’S BANK FOR FURTHER PAYMENTS

(REDISTRIBUTION/RE- INVESTMENT) ACCORDING TO THE SENDER’S WRITTEN ORDER.

7. UPON THE SUCCESSFUL TRANSFER OF THE CASH FUNDS, RECEIVER’S BANK OFFICER IS

REPRESENTATIONSWARRANTIES

8. 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 business of the Program and the Subsidiaries.

9. Enforceability This Agreement constitutes the legal, valid and binding obligation of such party
enforceable in accordance with its terms.

10. 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.

11. 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 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.

12. 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.

13. Miscellaneous Notice(s)

14. The two authorized signatories will execute any modifications, amendments, and
addendums or follow on contracts respectively. When signed and referenced to this Agreement,
AGREEMENT NUMBER 5072024:FT-/MT-103/100M/TRANSACTION

whether received by mail or facsimile transmission as all and any facsimile or 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.

15. Specific Performance; Other Rights

16. 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 the
mat law or inequity, have the right to enforce their rights under this Agre ement by actions for
injunctive relief and specific performance. Prior Agreements; Construction; Entire Agreement
17. 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 the mast
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 v entures agreement, the provisions of the
applicable joint venture agreement shall control.

18. Amendments
19. 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.

20. REPRESENTATIONSWARRANTIES

21. 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 business of the Program and the
Subsidiaries.

22 . Enforceability This Agreement constitutes the legal, valid and binding obligation of such party
enforceable in accordance with its terms.
23. 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.

24. 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 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.

25. 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.
AGREEMENT NUMBER 5072024:FT-/MT-103/100M/TRANSACTION

26. Miscellaneous Notice(s)

27. The two authorized signatories will execute any modifications, amendments, and
addendums or follow on 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 here to shall be
considered as an original, both legally binding and enforceable for the term of this
Agreement.

28. Specific Performance; Other Rights

29. 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 the mat
law or inequity, have the right to enforce their rights under this Agre ement by actions for injunctive
relief and specific performance. Prior Agreements; Construction; Entire Agreement
30.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 the mast 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 v entures agreement, the provisions of the applicable joint
venture agreement shall control.
31. Amendments
32.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 vet or unenforceable, such circumstance shall not have the effect of
rendering any other provision or provisions here in contained i nvalid, 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
AGREEMENT NUMBER 5072024:FT-/MT-103/100M/TRANSACTION

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 here to here by 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 resolve 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 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 here to
and their respective member s, successors and assigns subject to the express provisions here of
relating to successors and assigns, and (ii) no other Person whatsoever shall have any rights, interest,
or claims here under or been titled to any benefits under or on account of this Agreement as a third
party beneficiary or otherwise.

Survival
AGREEMENT NUMBER 5072024:FT-/MT-103/100M/TRANSACTION

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 (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.
AGREEMENT NUMBER 5072024:FT-/MT-103/100M/TRANSACTION

05:07:2024

FOR AND ON BEHALF OF THE SENDER: FOR AND ON BEHALF OF THE RECIEVER:
F.I.M. Partners

Mr.
REPRESENTED BY: REPRESENTED BY: Mr. Karel Hruska

PASSPORT No.: PASSPORT No.: 46201713

DATE OF ISSUE: DATE OF ISSUE: 03.07.2020
DATE OF EXPIRY: DATE OF EXPIRY: 03.07.2030
PLACE OF ISSUE: PLACE OF ISSUE: CZECH REPUBLIK
DATE: DATE: March 4, 2022

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).
• 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 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.”

This Agreement is read, approved and signed by both Parties in two (2) copies, by one (1) copy for each of the
Parties, in all pages, on this date: July 5, 2024
AGREEMENT NUMBER 5072024:FT-/MT-103/100M/TRANSACTION
AGREEMENT NUMBER 5072024:FT-/MT-103/100M/TRANSACTION
AGREEMENT NUMBER 5072024:FT-/MT-103/100M/TRANSACTION
AGREEMENT NUMBER 5072024:FT-/MT-103/100M/TRANSACTION