INVESTMENT BROKERAGE AGREEMENT REFERENCE Nr: ISO/START324400303

INVESTMENT BROKERAGE AGREEMENT REFERENCE

Nr: ISO/START324400303

This Partnership agreement on investment brokerage and financial co-operation hereinafter

referred to as the “Agreement ISO/START324400303” over a total sum of € 10.000.000 (Tow Million
eight hundred thousand Euro), with rolls and extensions, is entered into on December 10 th, 2024 by
and between the following parties:

Partie A

COMPANY NAME NEWLINE NK GMBH

ADDRES EHRENBERGSTR 16A DE 10245 BERLIN

COMPANY REGISTRATION No. HRB29827

REPRESENTED BY IGOR SCHWARZ
CITIZENSHIP GERMANY
PASSPORT No. C4Y9H4M02
EXPIRY DATE 13.10.2025
BANK NAME DEUTSCHE BANK AG
BANK ADRES POSTFACH 20 06 61,DE - 80006MUNCHEN

ACCOUNT NAME NEWLINE NK GMBH

IBAN 1 DE79760700120554531400
SWIFT CODE DEUTDEMM760
CID DE49ZZZ00002680749

Partie B

COMPANY NAME PRIME LAB SRL

ADDRES STRADA STATALE 18TRAV TAVER V2,ANGRI (SA)
COMPANY REGISTRATION No. 05090040659
REPRESENTED BY NOVI CARLA
CITIZENSHIP ITALIA
PASSPORT No. AS9820093
EXPIRY DATE 21.03.2025
BANK NAME BPER BANCA SPA
BANK ADRES ANGRI (SA)
ACCOUNT NAME PRIME LAB SRL
IBAN IT50K0538776040000002405338
INVESTMENT BROKERAGE AGREEMENT REFERENCE Nr: ISO/START324400303

SWIFT CODE BPM01T22XXX

CID CODE I

WHEREAS, in consideration of the promises, mutual covenants, warranties, terms and conditions
herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned Parties agree and state that they wish to enter into this
Agreement

The Parties hereto desire to enter into this agreement for investing in commercial activities for
the benefit of receiving annual interest.

The Parties hereto warrant that the funds to be invested herein are good, clean and cleared
funds of non-criminal origin, without any traces of illegality or unlawfulness whatsoever, subject to the
corresponding assurances of the involved banks. ¥ The Parties confirm that their respective bank officers
will be informed, if necessary, and are ready, as much as necessary, to manage the referenced
transaction, as well as are ready to adhere to and proceed within the terms and conditions of this
Agreement. In addition, the Parties shall have this executed agreement deposited with their respective
transaction banks handling the said investment and financial transaction. ¥ This Financial Investment
Transaction is an Electronic Fund Transfer (EFT) via SEPA, using this agreement procedure as guidelines
for the investment settlement.

SUBJECT AND PURPOSE OF AGREEMENT:

Under the present agreement, PARTY A has agreed to invest via SEPA/SDD/B2B, CORE CASH
TRANSFER to the above-named DEVELOPER. The first sum is The total sum in the aggregate amount of
EUR 10.000.000 (TEN Million Euro) with rolls and extensions for the purpose specified in the Clause Il of
this Agreement and DEVELOPER irrevocably agrees to receive and accept investment and utilize it
according to the purposes specified in Clause Il of this Agreement.

Places of business - as the DEVELOPER may locate its place or places of business at any place or
places as he may from time to time determine and identify to the PARTY A and PARTY B. The initial place
of business shall be at its principal office location.

DEVELOPER
shall have full power and authority to supervise and direct the Investment Funds including the
power and authority to allocate funds in any project, environment, construction, research, technology,
infrastructure, and others without

CAPITAL CONTRIBUTION:
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The PARTY A grants the investment under the present agreement to the DEVELOPER for
financing of projects as follows but not limited to:

Investment of production facilities for the production of coconut shell charcoal under the usage
of waste material for the worldwide distribution.

Investment in Sales- and Marketing activities for the brand XXX for the Shisha- and BBQ
markets.

PARTY A hereby warrants and assures DEVELOPER under penalty of perjury that the Investment
funds are derived from legal sources and do not result from any criminal activity. Further, the PARTY A
warrants and confirms that the funds are good, clean, and cleared, of non-criminal origin and totally free
of any terrorist activities, free from any costs, charges, encumbrances, liens, litigation, mortgages, taxes
of any kiNd or nature whatsoever.

These amounts can be transferred in one or in several agreed tranches. The time of transfer of
each tranche has to be agreed separately.

DESCRIPTION OF TRANSACTION:

TRANSACTION TYPE: SEPA COMPANY DIRECT DEBIT MANDATE (B2B),

NONRECALLABLE CASH TRANSFER
TRANSFER MODE: FROM PARTY A`s BANK/ INVESTORS BANK IRREVOCABLY AND
UNCONDINTIONALLY; FROM BROKERS PARTNERS
INVESTMENT CURRENCY EURO
TOTAL INVESTMENT 10.000.000
TRANCHES TO BE AGREED
PAYMENT SEPA COMPANY DIRECT DEBIT MANDATE
SPECIAL INSTRUCTION ALL TRANSFER INSTRUCTIONS SHALL STATE FUNDS ARE CLEAN
AND CLEAR, OF NON-CRIMINAL ORIGIN.
DISTRIBUTION RATIO: AS PER SEPARATE PAYMENT GUARANTEE LETTER (PGL)
TRANFER REFERENCE ISO/START20240910
PROTOCOL SEPA
INVESTMENT PERIOD Period of the Investment is 6 years.

RIGHTS AND OBLIGATIONS OF THE PARTIES

PARTY A irrevocably undertakes to:

Grant to the DEVELOPER the investment in amount and on the conditions specified above and if
it's necessary in the addendums of this agreement.
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Make transfer of Investment from clean and clear funds of non-criminal origin, free of liens and
encumbrances. Control the usage of Investment funds.

PARTY A must approve all Investment Project(s) and additional contracts. The decision on
whether to invest or not, can only be confirmed by the DEVELOPER. No Party hereto shall have the right,
directly or indirectly, by operation of lew or otherwise, to assign, sell, mortgage, encumber or otherwise
transfer all or any portion of the Investment funds. Only the DEVELOPER is authorized by PARTY A to
manage the Investment Funds and to execute any contract(s) or other agreement(s) or document(s) for
Investment Service with prior written notice to the PARTY A. DEVELOPER:

Present this Agreement to DEVELOPER'S receiving bank and get approval for reception of
Investment. Receive and accept investment. Utilize investment according to the conditions of granting of
the Investment. ¥ Subject to the other terms of this Agreement, the business and affairs of the Project
shall be managed solely and exclusively by the DEVELOPER which represents and warrants that it is not
deemed a "professional financial advisor" as defined under the

Investment Advisors Act of 1940 of the United States of America, as amended, or as defined by
the laws, rules, end regulations of any other country or jurisdiction.

Upon request of PARTY A will provide or instruct its affiliates to provide reports on the status quo
of the projects and investment funds. PARTY A hereby acknowledges and agrees DEVELOPER will not be
personally responsible for the accuracy of any information provided by a third party and disclosed in any
such report. RESPONSIBILITY OF PARTIES:

If any Party, breaches its obligation under this agreement, is obliged to immediately inform
other Party and make every effort to eliminate all negative consequences of such breaches.

Parties carry sole responsibility for their obligations to third persons, if other is not stipulated
hereto and in the addendums to this Agreement. EXPENSES AND LOSSES OF PARTIES, INDENEMNITY,
TAXES:

For the losses, caused by non-fulfilment or/and untimely fulfilment of obligations by any Party,
suffered Party have right to claim compensation for the really originated and documentary confirmed
losses.

DEVELOPER does not guarantee the future performance of any Investment Project(s), which it
may present, to PARTY A from time to time approves. PARTY A understands that any decisions made by
DEVELOPER are subject to various markets, currencies, economic, political and business risks, and that
those investment decisions will not always be profitable.

DEVELOPER will not be liable to PARTY A for:

Any loss that PARTY A may suffer by reason of any investment decision made or other action
taken or omitted in good faith by DEVELOPER with that degree of care, skill, prudence, and diligence
under the circumstances that a prudent person acting in a fiduciary capacity would use. Any loss arising
from force major such as the short term and/or long-term consequences of war, terrorist attacks, natural
INVESTMENT BROKERAGE AGREEMENT REFERENCE Nr: ISO/START324400303

disasters and/or global economic crisis that shall, in any way, influence negatively the market and its
assets.

The Parties shall indemnify each other during the term of this Agreement against all claims,
causes of action, suits, damages, liabilities and expenses (including reasonable attorneys' fees) which
may be directed against any Party, or for which it may be liable or compelled to pay in any action or claim
against it as a direct or indirect result of any of its investments. Each Party agrees to defend such claim,
suit, action or proceeding at its sole expenses.

The Parties shall be responsible for the payment of their respective taxes, impost, levies, duties,
charges and any institutional costs or fees levied upon them by any financial institution or

government relatives to the execution of their obligations under this Agreement. In this regard,
each Party shall indemnify and hold the other harmless for any and all liabilities of the other Party.

All Parties hereto individually and separately accept liability for taxes, imposts, levies, duties or
charges that may be applicable in the execution of their respective roles in this transaction. INTERESTS/
PROFIT SHARING:

All parties agree that interests have to be paid based on the profit outcome of the according
projects of PARTY B.

All parties agree that interests will be paid as profit sharing based on the first profit and loss/
balance sheet from 2025.

The according balance sheets have to be forwarded until 30.09. of each year, which follows on
2025.

Interests/ profits will be paid solely to the mentioned account of PARTY B above until 31.10. of
each year, which follows on 2025.

PENALTY CLAUSE FOR NON-PERFORMANCE:

The only party allowed to make a claim under this Agreement, if any, is either PARTY A or
Party-B. Any claim must be first proven by the Injured-Party and invoice settled by the Party in- Default
within 10 (ten) calendar days, or else the Injured-Party can file a legal claim against the Party-in-Default
in the Commercial Court of Rome under the laws of ITALY

. LAW AND ARBITRATION:

¥ This Agreement is a full recourse commercial commitment enforceable under the laws of the
jurisdiction of Germany, and any dispute is to be resolved under the ICC rules for arbitration, unless the
Injured-Party takes legal action in a court of jurisdiction. The Parties hereto acknowledge and agree that
INVESTMENT BROKERAGE AGREEMENT REFERENCE Nr: ISO/START324400303

any discrepancy and/or dispute in the application of this Agreement will be solved amicably. If it is not
possible, the arbitration procedures are to be followed

. This Agreement is intended to be performed in accordance with, and only to the extent
permitted by all applicable laws of jurisdiction, ordinances, rules and regulations. If any provision of this
Agreement be considered invalid or unenforceable, then, the reminder part of this Agreement shall not
be affected (if agreed by both Parties) and shall be enforced to the greatest extend permitted by law.

NON-DISCLOSURE AND NON-CIRCUMVENTION:

All Parties are to be bound and to abide by the Non-Circumvention Non-Disclosure (NC/ND) rules
of all issues of the ICC, ITALY, with latest edition to apply in this transaction for a period of five (5) years,
no matter whether direct or indirect.

FORCE-MAJEURE:
The "Force Majeure" exception clause of the International Chamber of Commerce (ICC
Publication No, 421) is hereby incorporated in and made an integral part of this Agreement. Party cannot
be held in default if a reason is caused by Force Majeure, as the case may be and when executed by all
Parties

. WARRANTIES AND CONFIRMATIONS:

The Parties by signing this Agreement warrant and confirm, with full legal and corporate
responsibility, that all funds transacted in this Agreement shall not be used for:

Achievement of politics and espionage purposes; financial speculations and money laundering.

Purchase of weapons, financing of any wars or terrorist activity;

nor any other illegal and criminal transactions.

FURTHER PRESENTATIONS:
It is understood that PARTY B is the legal institution in charge of and in full control over the EURO
investment funds described herein and Party-B, as the DEVELOPER, is various commercial and
humanitarian project's developer, projects the environment, construction, research, technology,
infrastructure and others, and ready to proceed under the terms & conditions of this Agreement. All
Parties acknowledge and understand that each signatory Party have the Power of Attorney on behalf of
which they are acting.
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CODES OF IDENTIFICATION:
The Parties to this Agreement agree that all documents related to this transaction shall indicate
the same transaction and/or security codes, as indicated herein. These codes shall not be changed
during the term of this transaction, including during any and all rollovers, renewals, extensions and
additions.

UNAUTHORIZED BANK COMMUNICATION:

Neither Party is allowed to contact the bank of the other Party without the written
authorization for that of the Party whose bank is to be contacted. Any unauthorized contact act of either
Party of this Agreement is considered a breach of this transaction and shall cause this Agreement
immediate cancellation, and transaction becomes null and void.

CONFIDENTIALITY:

General. It is expected that the Parties shall disclose to each other during the Term of this
Agreement certain information which is confidential or proprietary and which may include technology,
products, trade secrets, processes, programs, technical know how, customers, distributors, costs, pricing,
business operations and other business information ("Proprietary Information"). All Proprietary
Information owned solely by either Party, any Joint Venture or any Subsidiary and disclosed to any Party
shall remain solely the property of the disclosing Party, and its confidentiality shall be maintained and
protected by the party to whom the information was disclosed with the same degree of care used to
protect its own Proprietary Information of a similar nature; provided, however, that (i) Investment
Project(s) shall be deemed the property of the Joint Ventures or Subsidiaries as determined by the
DEVELOPER in its sole discretion unless this Agreement has been terminated, (ii) Investment Project (s)
that are no longer Active shall be deemed the property of the DEVELOPER, and (iii) client lists, financial
and analytical models. Processes and procedures utilized or developed by Investment Project in
connection with the business of the Investment, any Joint Venture or any Subsidiary shall be deemed the
property of the DEVELOPER, but only to the extent they are different than the client lists, models,
processes and procedures currently used by the PARTY A and/or its affiliates.

No Proprietary Information owned solely by one party shall be used by any Party except in
furtherance of the terms and provisions of this Agreement. Except to the extent permitted under this
Agreement or as required by law or court order, the parties shall in all circumstances exercise reasonable
care not to allow to be published or disclosed the other Party's Information to any third party. Each party
shall advise its employees to whom the other Party's, the Subsidiaries, or Joint Ventures' Proprietary
Information is disclosed of these obligations of confidentiality.

The parties agree that the following information shall not constitute Proprietary Information
under this Agreement:

Information available from public sources at any time before or after it is disclosed to a party
hereto by the other party hereto; information obtained from a third party who obtained such
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information, directly or indirectly, from a party other than a party to this Agreement; and information
independently developed by the party against whom enforcement of this provision is sought without the
use of information provided by the party seeking such enforcement.

Notwithstanding any provision of this Agreement to the contrary, any person (end each
employee, representative, or other agent of such person) may disclose to any and all other persons,
limitation of any kind/ (i) the tax treatment and tax structure of any transaction contemplated or
consummated pursuant to this Agreement, (ii) all materials of any kind (including any opinions or other
tax analysis) that are provided to such person relating to the tax treatment and tax structure of any such
transaction and (iii) any information required to be disclosed or obtained by law or court order.

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 the Parties,
enforceable in accordance with its terms.
Consents end Authority. No consents or approvals are required from any governmental authority or
other Person for it to enter into this Agreement. All actions 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 between 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.

Amendments. This Agreement may not be amended, altered or modified except upon the
unanimous by instrument in writing and signed by each of the Parties.

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 circumstances shall not have the
effect of rendering any other provision or provisions herein contained invalid, inoperative or
unenforceable, at which point, 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 terms and provisions herein.

Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance
with the laws of Germany.

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
INVESTMENT BROKERAGE AGREEMENT REFERENCE Nr: ISO/START324400303

adjudication is required local legal process shall be preceded with and the Parties hereby agree to
arbitration in Germany end the decision of which the Parties shall consider to be final and binding. ¥ No
Rights of Third Parties. (i) 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 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 the Parties shall be made in currencies of the European Union (Euros). ¥ Alterations. Any
written Alterations, Annexes and Appendices to this Agreement are considered valid if they are made in
written form and signed by the Parties. All Annexes and Appendices duly signed shall be an integral part
of this Agreement.

SIGNATURE PAGE:

IN WITNESS WHEREOF, the undersigned Parties have read this document and have taken legal
advice of its legality, and after understanding the content of this Agreement written in English language,
by knowledge of the language or by professional translation to the party's language, initial all the pages
of this Agreement (including its Annexes) and fully understand and agree that its execution constitutes in
acceptance of all of its mutually protective covenants, terms, conditions, procedures and is lawfully
binding upon both Parties, their legal heirs, successors, representatives and assignees.

AGREED AND ACCEPTED BY THE PARTIES IN WITNESS WHEREOF, the Parties have here to
execute this Agreement, on December 2th, 2024. As free expression of my will, I hereby affix below my
signature on this document. A facsimile and/or email copy of this document, and any other related
documents, shall be all deemed equally valid as the original of this document:

PARTIES SIGNATURE dated December 2th, 2024.