This Partnership agreement on investment and financial co-operation having volume of investments:

€90,000,000.00( Ninety Million EUROS), are in to this DEC 25th, 2022 by and
between the following parties:

THE SENDER (INVESTOR):

COMPANY NAME SUNSHINE JOY LLC

COMPANY ADDRESS 12462 NATURAL BRIDGE RD BRIDGETON, MO 63044

REPRESENTED BY GEORGE ROBERT WHARTON

TITLE
DIRECTOR
PASSPORT NO.
525312125
ISSUED UK

PLACE 06/08/2016

DATE ISSUE
DATE EXPIRY
08/08/2026
BANK NAME
HSBC TRINKAUS & BURKHARDT AG

HANSAALLEE 3, 40549 DÜSSELDORF, GERMANY

BANK ADDRESS

ACCOUNT 5230314596

NUMBER
ACCOUNT IBAN NO
DE07300308805230314596
SWIFT CODE
TUBDDEDDXXX
Represented by President, Investor acting basing on Statute, hereinafter “INVESTOR”, from one side, And THE
RECEIVER:
COMPANY NAME

COMPANY ADDRESS

REPRESENTED BY

PASSPORT NUMBER

PASSPORT ISSUED DATE

PASSPORT EXPIRY DATE

PASSPORT ISSUED PLACE

BANK NAME

BANK ADDRESS

SWIFT CODE

ACCOUNT NAME

ACCOUNT NUMBER / I B A N
 Receiver and jointly known as Parties; and

WHEREAS, Sender is holding an account at With cash funds to be transferred to Second Party’s designated account aiming at investments;
and

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

WHEREAS, Receiver has further made arrangement with a third party (here in 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 conditions 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 into 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 WIRE TRANSFER as per agreed
terms and conditions in this Agreement

DETAILS OF
TRANSACTION

FINANCIAL INSTRUMENT: DIRECT WIRE TRANSFER

TOTAL FACE VALUE: €90,000,000.00(NINETY MILLION EUROS)

FIRST TRANCHE
€ 20,000,000.00(TWENTY MILLION EUROS)
2nd TRANCHE € 30,000,000.00(THIRTY MILLION EUROS)
3rd TRANCHE € 40,000,000.00(FORTY MILLION EUROS)

NOTE IT'S UNDERSTOOD THAT THE AMOUNT AND TIMING

OF TRANCHES ARE DEFINED BETWEEN THE PARTIES.
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. 6.UPON THE SUCCESSFUL TRANSFER OF THE CASH FUNDS, RECEIVER’S BANK OFFICER IS

8. RESPONSIBLE TO BLOCK AND WITHIN FOUR DAYS TO RE-DISTRIBUTE, FOR RE-INVESTMENT PURPOSES, THE FUNDS
VIA TT, FEES PAID BY THE RECEIVER ACCORDING TO 9. THE SENDER’S WRITTEN ORDER.
10. 7.ALL OTHER TRANCHES WILL BE MADE BY THE SENDER, RECEIVED AND RE- DISTRIBUTED/ RE- INVESTED BY THE
RECEIVER UNDER THE UP-MENTIONED PROCEDURE.

11. 8.THE RECEIVER HEREBY AGREES AND CONFIRMS THAT THE SENDER IS TO PROVIDE HIM WITH A COPY OF SWIFT
SLIP ONLY. THE RECEIVER FROM THE SENDER WILL REQUIRE NO ANY OTHER DOCUMENTS DURING FULFILLMENT
HEREOF.

NON-SOLICITATION

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 share holders 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 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.

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 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.

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, 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.

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 the mat law or inequity, 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 here in (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 masto 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 here in 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 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 resolved 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
members, 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
The covenants contained in this Agreement which, by their terms, require performance after the expiration or termination of this
Agreement shall be enforceable not withstanding 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.
 IN WITNESS WHEREOF, the Parties have hereunto executed this Agreement, on
the date of

25th DEC 2022

AGREED AND ACCEPTED BY:

INVESTOR’S

NAME SUNSHINE JOY LLC

PASSPORT NUMBER: 525312125
COUNTRY OF ISSUE: UK
DATE OF ISSUE: 06/08/2016
DATE OF EXPIRY: 08/08/2026
STAMP & SIGNATURE:
SERVICE PROVIDER

NAME

PASSPORT NUMBER:

COUNTRY OF ISSUE:

DATE OF ISSUE:

DATE OF EXPIRY:

STAMP & SIGNATURE:

INVESTER PASSPORT
 RECEIVER’SPASSPORTCOPY

j
RECEIVER COMPANY LETTER
 .
AGREED AND ACCEPTED BY: INVESTOR’S

NAME SUNSHINE JOY LLC

PASSPORT NUMBER: 525312125
COUNTRY OF ISSUE: UK
DATE OF ISSUE: 06/08/2016
DATE OF EXPIRY: 08/08/2026
STAMP & SIGNATURE:

SERVICE PROVIDER

NAME

PASSPORT NUMBER:

COUNTRY OF ISSUE:

DATE OF ISSUE:

DATE OF EXPIRY:

STAMP & 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) 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 USDPEAN 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.
WE HEREBY CONFIRM WITH FULL AUTHORITY THAT THE ABOVE STATED TERMS AND CONDITIONS

ARE AGREED AND ACCEPTED. IN WITNESS WHEREOF, THE PARTIES HERETO BY AFFIRMING WITH THEIR

SIGNATURES AND SEALS ON THIS PAGE CONSIDER THIS AGREEMENT AS LEGALLY BINDING

AND ENFORCEABLE FROM THIS

DATE: 25th DEC 2022

***ENDOFDOCUMENT***