This Agreement is hereby made and entered into this ???? Day of ??????? 20??

BETWEEN

PARTY A - SELLER:

and;

PARTY B - BUYER:

 (SELLER and INVESTOR shall be collectively known as “Parties” hereinafter)

PREAMBLE:

WHEREAS, the PARTIES have entered into this Agreement to participate exclusively together for the sole purpose of the INVESTOR buying a Swiss Trust Company from the SELLER.

1. Cash Funds

hereinafter referred to as the “Investment Funds,” which the INVESTOR shall use for the purchase of the Swiss Trust Company from the SELLER set forth herein:-

Bank Name:                           

Bank Address:                       

Germany Account Name:     

IBAN Number (Euro):            

Account Number                   

SWIFT Code:                           

BANK OFFICER NAME :     

BANK OFFICER MAIL :        

WHEREAS, the SELLER agrees to manage the Complete Sale and re-registration of the Swiss Trust Company as per the details submitted by the INVESTOR as stipulated herein using its corporate structures, knowledge, sources, contacts, affiliate companies, expertise and knowledge, to provide the INVESTOR the complete service including the set-up of the INVESTOR bank mandate for the required bank accounts advised by the INVESTOR. The SELLER will carry out instructions and orders of the INVESTOR as per the guidelines and regulations of the Swiss Trust Laws.

NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained in this Agreement, and for the other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I. WORDS DEFINITIONS

Section 1.01. Definitions

As used in this Agreement, the following terms shall have the following meanings:

“Agreement” shall mean this Investment & Funding Agreement as originally executed and as amended, supplemented or restated from time to time.

“Assets” shall mean the assets and/or property, whether tangible or intangible and whether real, personal, or mixed, at any time owned by or held, directly or indirectly, by or for the benefit of one or more of the subsidiaries, including any Investments, and all right, title, and interest, if any held and owned, directly or indirectly, through this Agreement.

“Affiliates” shall mean, when used with reference to a specified Person:

1. 1.  any Person that directly or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with the specifiedPerson;
2. 2.  any Person who, from time to time, is a spouse or immediate relative of a specified Person; or (iii) any Person who, directly or indirectly, is the beneficial owner of 35% (thirty five percent) or more of any class of equity securities or other ownership interests of the specified Person, or of which the specified Person is directly or indirectly the owner of 35% (thirty five percent) or more of any class of equity securities or other ownershipinterests.

“Business Day” shall mean each day other than a Saturday, Sunday or any other day on which banking institutions in Europe and any Middle Eastern Countries are authorized or obliged by law or executive order to be closed.

“Investment” shall mean, as applicable, the Closing of a qualified Investment made by the

PARTIES during the Term of this Agreement.

“Cash Funds” shall mean the fund provided by the INVESTOR with which to pay the SELLER under this Agreement.

“Term” shall have the meaning set forth in Section 2.03 hereof.

ARTICLE II. PURPOSE, BUSINESS ACTIVITIES

Section 2.01. Place(s) of Business

Switzerland, United Kingdom, Europe, Middle East, Far East, North America

Section 2.02. Purpose

The principal purposes of the Sales Contract shall be for the SELLER to sell, advise, manage, operate, exchange, until the INVESTOR, is completely satisfied with the SELLER performance and is happy to release his services via a letter of satisfactory completion of work, with for mutual benefit of the PARTIES.

Section 2.03. Term

Unless terminated sooner in accordance with the provisions hereof, this Agreement shall remain in full force and effect for the time this Agreement is signed up until the INVESTOR releases the SELLER services by way of a satisfaction completion of work letter mutually agreed by theParties.

Section 2.04. Business Activities

The SELLER hereby undertakes the responsibility to sell the Swiss Trust Company to the INVESTOR and set up the Swiss Trust Companyas per the details furnished by the INVESTOR its advisor for purpose of agreed joint investments, whereby the

SELLER shall exercise all power, authority and other obligations under this Agreement.

SELLER is hereby fully empowered to: act individually as the sole representative of the INVESTOR; to execute all necessary documents on behalf of the Agreement in connection with various Swiss financial Laws; and to execute financial or deposit contracts with selected sources and Banks with respect to the Agreement at its sole discretion, for and in the best interest of the Agreement.

ARTICLE III. CAPITAL CONTRIBUTION(S)

Section 3.01.Cash Funds

The INVESTOR has cash funds on deposit at ?????????????????????????????????????????, ??????????? of which he will use to pay the SELLER for the purchase of the Swiss Trust Company. The price is 12 Million Euros to be paid upon the SELLER raising and sending an Invoice. The INVESTOR shall transfer the money into the account details on the invoice, which will be the SELLER solicitors.

Section 3.02. Origin of Investment Funds

The INVESTOR hereby warrants and confirms to the SELLER under penalty of perjury that the Cash Funds are derived from legal sources and not from any illegal, criminal or terrorist activities. Further, the INVESTOR warrants and confirms that the Cash Funds are good, clean, and cleared, of non-criminal origin and totally, free from any costs, charges, encumbrances, liens, litigation, mortgages, taxes of any kind or naturewhatsoever.

Section 3.03. Reporting

At INVESTOR’S request, the SELLER will provide regular reports as to the status of the sale of the Swiss Trust Company. The INVESTOR hereby agreesand

acknowledges that the SELLER will be responsible for the accuracy of any information disclosed in any such report which may be provided by a third party.

Section 3.04. Swiss Trust Company Details:

The SELLER will guarantee the transfer of the Swiss Trust Company into the new owners names within 48 banking hours after receipt of the 12 M Euro payment from the INVESTOR. The Swiss Trust Company will have the benefits listed as an addendum in schedule A attached to this agreement.

Section 3 .05. Validity of the Agreement

This Agreement is valid upon the signing by both PARTIES, shall remain in force during its Term, and shall not be subject to any renewals, extensions, rollovers, additions.

Section 3.06. Purchase Price:

The cost of the sale of the Swiss Trust Company will be 12 M Euros. This includes all the work associated with the sale and purchase of the Swiss Trust Company which will be completed to the highest standards as per Swiss company and financial regulations and Swiss laws.

ARTICLE IV. PERFORMANCE

Section 4.01. Management.

Subject to the other terms of this Agreement, the business and affairs of the sale of the Swiss Trust Company shall be managed solely and exclusively by the SELLER (but under the INVESTOR approval) 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, and regulations of any other country or jurisdiction.

Section 4.02. No Assignment

The INVESTOR must approve all Registrations and additional contracts. All decisions on the new names of ownership, company appointments, registrations and names of people to be the bank mandates and operators of the Swiss Trust Company bank accounts, can only be confirmed by the INVESTOR. No PARTY hereto shall have the right, directly or indirectly, by operation of law or otherwise, to assign, appoint, register, or otherwise transfer all or any portion of the Swiss Trust Company or its Bank Accounts. Only the SELLER is authorized by INVESTOR to manage the transfer of the Swiss Trust Company and to execute any contract(s) or other agreement(s) or document(s). Always with prior written notice to the INVESTOR.

Section 4.03. Presentation of Possible Problems

The SELLER shall identify, investigate and analyze all areas of the sale of the Swiss Trust Company for potential pitfalls to the INVESTOR and shall then present any qualified or likely problem to the INVESTOR for approval of resolution.

Section 4.04. Performance

The SELLER does not guarantee the future performance of the Swiss Trust Company. It is the sole responsibility of the INVESTOR to operate the Swiss Trust Company within the Trade Laws and financial regulations of Switzerland.

(a)  Any loss that the INVESTOR may suffer by reason of any investment decision made or other action taken or omitted in good faith by the INVESTOR after buying the Swiss Trust Company;

(b)  Any loss arising from force majeure such as the short term and/or long term consequences of war, terrorist attacks, natural disasters and/or global economic crisis that shall, in any way, influence negatively the market and itsassets.

Section 4.05. Indemnity

(a)                 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 soleexpense.

(b)                Each PARTY shall be responsible for the payment of their respective taxes, levies, duties, charges and any institutional costs or fees levied upon them by any financial institution or government relative 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.

ARTICLE V. CONFIDENTIALITY

Section 5.01. Confidentiality.

(a)                   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, 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 Investments concepts shall be deemed the property of the PARTIES as determined by the PARTNER in his sole discretion unless this Agreement has been terminated, Investments that are no longer Active shall be deemed the property of the PARTNER, and Client lists, financial and analytical models, processes and procedures utilized or developed in connection with the Investments shall be deemed the property of the PARTNER, but only to the extent they are different from the client lists, models, processes and procedures currently used by the INVESTOR and/or itsaffiliates.

(b)         The other PARTY except in furtherance of the terms and provisions of this Agreement shall use no Proprietary Information owned solely by one PARTY. 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 the other PARTIES Proprietary Information to be published ordisclosed.

(c)         The PARTIES agree that the following information shall not constitute Proprietary Information under thisAgreement:

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 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.

(d)         Notwithstanding any provision of this Agreement to the contrary, any person (and each employee, representative, or other agent of such person) may not disclose to any and all other persons, without 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.

ARTICLE VI. REPRESENTATIONS AND WARRANTIES

Section 6.01. Representations

(a)  Organization. The PARTIES are duly organized, validly existing and in good standing under the laws of their jurisdiction of formation with all requisite power and authority to enter into this Agreement, to perform their obligations hereunder and to conduct the business agreed upon herein.

(b) Enforceability. ThisAgreementconstitutesthelegal,validandbindingobligationofthe

PARTIES, enforceable in accordance with its terms.

(c) Consents and Authority. No consents or approvals are required from any governmental authority or other Person for it to enter into this Agreement. All actions necessary for the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the PARTIES have been duly taken by involved PARTY, as the case maybe.

(d) 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 PARTIES´ organizational documents or any agreement or instrument by which they or their properties or assets are bound or any law, rule, regulation, order or decree to which they or their properties or assets are subjectto.

(e)  Legal Advice. The PARTIES have been afforded the opportunity to seek and rely upon the advice of their respective attorneys, accountants or other professional advisors in connection with the execution of thisAgreement.

ARTICLE VII. DISSOLUTION AND TERMINATION

Section 7.01. Termination.

(a) Normal termination of this Agreement will occur with the conclusion of all financial transactions covered under the terms and conditions hereof unless otherwise extended in writing by the PARTIES in a mutualAgreement.

(b) The PARTIES agreethatifthetransferofCashFundsisnotcompleted,asperSections

3.01 and 3.04 herein, then this Agreement will be effectively null and void, whereby the PARTIES

only remedy to each other is to terminate this Agreement without further recourse.

(c) The PARTIES agree that any PARTY can terminate this Agreement if it can show evidence that any other PARTY has NOT fulfilled its obligations as described herein, unless extended in writing by the other PARTY, and if terminated, the PARTY in breach shall be deemed in DEFAULT and the other PARTY shall have the right to pursue any and all legal remedies to which it is entitled against the PARTY in breach, under the Laws of the United Kingdom with fullprejudice.

ARTICLE VIII. MISCELLANEOUS

Section 8.01. Notice(s).

Any modifications, amendments, addendum or follow on contracts must be executed by the PARTIES respectively. When signed and referenced to this Agreement, whether received by mail or facsimile transmission, all and any facsimile or photocopies certified as true copies of the originals by both PARTIES hereto, shall be considered as an original, both legally binding and enforceable for the term of thisAgreement.

Section 8.02. Specific Performance; Other Rights.

The PARTIES recognize that the rights granted under this Agreement are unique and, accordingly, the PARTIES shall, in addition to such other remedies as may be available to them at law or in equity, have the right to enforce their rights under this Agreement by actions for injunctive relief and specific performance.

Section 8.03. Prior Agreements; Construction; Entire Agreement.

This Agreement, including the Exhibits and other documents referred to herein (which form an integral part hereof), constitute the entire Agreement 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.

Section 8.04. Amendments.

This Agreement may not be amended, altered or modified except (i) upon the unanimous by instrument in writing and signed by each of the PARTIES.

Section 8.05. 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 herein contained invalid, inoperative or unenforceable, at which point, this Agreement shall be construed as if such the 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.

Section 8.06. 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 other PARTIES.

Section 8.07. Applicable Law; Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.

Section 8.08. Waiver of Jury Trial.

The PARTIES hereby irrevocably and unconditionally waive trial by Jury in any legal action or proceeding relating to this Agreement and for any counterclaim therein.

Section 8.09. 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 adjudication is required, local legal process shall be preceded with and the PARTIES hereby agree to the competent arbitration entity in London, United Kingdom and the decision of which the PARTIES shall consider final and binding.

Section 8.10. 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 orotherwise.

Section 8.11. 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.

Section 8.12. 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.

Section 8.13. Currency.

Any exchange of funds between the PARTIES shall be made in currency of the European Union (EUR). In addition, all calculations pursuant to this Agreement and any other relevant agreement shall be based on ICC regulations in Paris.

ARTICLE 9 – Scope Of Work

The SELLER guarantees to the INVESTOR to undertake the work set out for a successful completion of this sale and purchase agreement. The list is not exhaustive and gives an indication of the specialist areas and many tasks we will be undertaking on behalf of the SELLER and INVESTOR.

• ·         All legal and professional work to ensure full registration and operational laws of the trust company as per the Swiss regulations within 48 banking hours of receipt of payment.
• ·         Appointment of our Swiss board director who will operate to your operatus modi.
• ·         Closing and re-opening of the Swiss trust bank accounts in accordance with your instructions as to who will be bank mandate.
• ·         Liaising with your representative to set up and manage the movement of your funds into your Swiss Trust bank accounts.
• ·         Continued and ongoing support advising in any capacity required as to the best way to achieve your financial transactions within your trust.

ADDENDUM A

Below you will find a list of what a Swiss trust company is capable of. It goes without saying that this list is not exhaustive - a Swiss trust is the perfect business vehicle for a variety of activities. In other words, what you can do with your Swiss trust company is really limited only by your imagination.

• ·         The power to loan and borrow money
• ·         The power to issue SKR’s & promissory notes
• ·         The power to engage in MTN’s transactions
• ·         The power to trade and manage cryptocurrencies
• ·         The power to issue cryptocurrencies and conduct an initial coin offering (ICO)
• ·         The power to issue and trade LC’s with will international banking institutions
• ·         The power to open and maintain bank accounts, including trust, escrow, commercial, merchant accounts with any bank worldwide, including US based institutions.
• ·         The power to open and maintain sub-accounts for third parties under the umbrella of the Trust
• ·         The power to accept and invest funds on behalf of third party customers
• ·         The power to offer and service a complete range of worldwide fiduciary services
• ·         The power to participate in life insurance with fix or variable annuity or life settlements policy
• ·         The power to acquire, develop, hold, sell, trade, exchange, dispose, mortgage of real property, precious metals as well as natural resources
• ·         It may engage in the general leasing business, franchising, money funds, mutual funds, formation of general limited partnership, real estate investment trust.
• ·         It may acquire and sell both private and commercial property worldwide
• ·         Act as a holding company for banks, savings and loans, insurance companies, small business investments corporations and stock brokerage firms
• ·         It may hold and own financial institutions worldwide, including banks, brokers, Forex, etc.
• ·         Reinsurance for political risk/trade and premium financing
• ·         The signature of any commercial paper, debt obligation, bonds, stocks, securities, subscription agreements, and any other evidence of ineptness document or agreement binding upon such terms and conditions as determined by this and its Trustees
• ·         The power to act as natural persons
• ·         The power to act as attorney-in-fact
• ·         The power to act as officers, agents, employees
• ·         The power to make and sign contracts
• ·         The power to create agencies and joint ventures
• ·         The power of investments
• ·         The power to deal in goodwill
• ·         The power of donation
• ·         The power of guarantee
• ·         The power of trustee
• ·         The power to act as investment advisor
• ·         The power to act as consultant
• ·         The power to deal in securities, commodities & fixed income brokerage
• ·         The power of inventory financing
• ·         The power to create correspondence banking relationships
• ·         The power of collections
• ·         The power to hold patents
• ·         The power to make acquisitions
• ·         The power to be registered in foreign countries
• ·         The power to sell annuities
• ·         The power to re-insure
• ·         The power to counter-insure
• ·         The power to create or set aside outside of the company a special fund
• ·         The power to sell endowments
• ·         The power to act as pension adviser
• ·         The power to deal in insurance brokerage
• ·         The power to provide insurance to protect employers principals against worker injury
• ·         The power to protect employees and principals against workers related liability
• ·         The power to protect employees and principals against fraud by agents acting on their behalf
• ·         The power to protect employers and principals against breach of trust agents
• ·         The power to protect employers and principals against private sureties by agents
• ·         The power to provide miscellaneous types of general insurances
• ·         The power to provide mortgage insurance
• ·         The power to provide performance bond insurance
• ·         The power to provide marine insurance
• ·         The power to provide surety bond insurance
• ·         The power to provide completion bond insurance
• ·         The power to provide investment insurance

Certain activities may be subject to additional licensing.

INVESTOR CIS

BANK OFFICER NAME :

BANK OFFICER MAIL :

INVESTOR PASSPORT

INVESTOR COMPANY REGISTRATION

SELLER PASSPORT