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Financial/Deed of Agreement
REMITTANCE OF CASH FUNDS FOR THE INVESTMENTS
Between:
KAIBAC AG
Represented by Mr. HERBERT KELLER
And
KOREA CONTENTS BUSINESS CENTER
Represented by Mr. KIM YONG KWAN
Date of Execution Agreement: OCTOBER 15th, 2021
Agreement Number: KA-XXX-IBGPI/INVEST-VOV
Page of
2 12
Agreement Number: KA-XXX-IBGPI/INVEST-VOV

Date of Execution Agreement: JULY 09th, 2021
Financial/Deed of Agreement
FOR THE INVESTMENT № KA-XXX-IBGPI/INVEST-VOV
This Deed of Investment Agreement (hereinafter referred to as "Agreement") is made and
effective on this JULY 09th, 2021.
Between: Party-A or Investor (Sender):
And Party-B or Developer (Receiver):
COMPANY NAME: KAIBAC AG
COMPANY ADDRESS: MORGARTENSTRASSSE 3, CH-6003 LUZERN SWITZERLAND
REGISTRATION
NUMBER:
CHE-102.775.503
REPRESENTED BY: MR. HERBERT KELLER
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS: TAUNUSANLAGE 12, FRANKFURT AM MAIN, 60262, GERMANY
SWIFT CODE: DEUTDEFFXXX
ACCOUNT NAME: KAIBAC AG
ACCOUNT No. DE86500700100955698600
ACCOUNT
SIGNATORY:
MR. HERBERT KELLER
PASSPORT № /
COUNTRY
X5769444/ SWITZERLAND
DATE OF ISSUANCE: 26.04.2019
DATE OF
EXPIRATION:
25.04.2029
BANK OFFICER
NAME:
MR. CHRISTIAN SEWING
COMPANY NAME: KOREA CONTENTS BUSINESS CENTER KCBC
COMPANY ADDRESS: 6TH FLOOR, INHEE BUILDING, 532 DOSAN-DAERO, GANGNAM-
GU, SEOUL
REGISTRATION NUMBER: 381-88-00168
REPRESENTED BY: MR KIM YONG GWAN
PASSPORT № / COUNTRY: M01394016
DATE OF ISSUE: 18 MAY 2016
DATE OF EXPIRY: 18 MAY 2026
BANK NAME: KOOKMIN BANK
INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
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3 12
Agreement Number: KA-XXX-IBGPI/INVEST-VOV

Date of Execution Agreement: JULY 09th, 2021
Hereinafter Party-A and Party-B referred together to as the Parties.
WHEREAS, are individually known as First Party/or Investor/or Sender and Second Party/
or Developer/or Receiver and jointly known as Parties; and
WHEREAS, Sender is the Provider of the cash backed funds being in the DEUTSCHE BANK
AG (GERMANY) which to be transferred to Second Party’s designated Bank ANY SPECIAL
TRANSACTIONS VIA INTERBANK SCREEN VERIFICATION METHODS aiming at investments;
and
WHEREAS, Receiver is ready, willing and able to receive said funds into its designated
account ANY SPECIAL TRANSACTIONS VIA INTERBANK SCREEN VERIFICATION METHODS
and to execute the distribution and transfer of said received funds to designated parties
bank accounts, in accordance to the terms and conditions in this Agreement; and The
Party B (Receiver) understands and confirms that:
1. This type of transfer is an INTERBANK special transaction, and requires manual
processing/activation by the high level SWIFT officer of the Receiving bank SWIFT/
Operating Room.
2. The Sender transfers to the Receiver the cash funds, which for the Clearing covered
by highly liquid derivatives.
3. The Party B (receiving company) must have a full set of permits, ensuring the legality
of the acceptance of this type of funds, including special G2G Quota of any global
financial institutions. In other words, the Receiver must have all the permits for
this transaction in accordance with the international and domestic/regional
currency regulation.
NOW, THEREFORE, it is agreed as follows:
Party’s A Statement
Sender represents and warrants that he has full corporate responsibility to enter into this
Agreement. He 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.
Further the Sender confirms that he is a legal provider of the funds and he is authorized to
transfer the funds to the receiver on the basis of this contract.
By signing this Agreement, Sender represents and warrants that he is giving to Receiver
and its designated parties, full legal authority to receive said funds and distribute and
transfer cash funds, as per agreed terms and conditions in this Agreement.
DETAILS OF TRANSACTION
BANK ADDRESS: 85, GWANGNARU-RO 56-GIL, GWANGJIN-GU, SEOUL 05116,
KOREA
ACCOUNT NAME: KOREA CONTENTS BUSINESS CENTER KCBC
ACCOUNT No (ZAR): 361468-11-011550
SWIFT CODE: CZNBKRSEXXX
BANK OFFICER NAME: YUMI JOE
BANK PHONE NUMBER: +82-2-3673-8639
INSTRUMENT: SWIFT/COM 103GPI FULL AUTOMATIC, SEMI-AUTOMATIC OR
MANUAL (AUTOMATIC DOWNLOAD) SPECIAL TRANSACTIONS WITH
UETR CODE VIA INTERBANK SCREEN VERIFICATION PROCEDURE (TO
COMMON/BACKEND ACCOUNT)
FIRST TRANCHE: UP TO 500,000,000.00 EURO (FIVE MILLION EURO) R&E
INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
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4 12
Agreement Number: KA-XXX-IBGPI/INVEST-VOV

Date of Execution Agreement: JULY 09th, 2021
PROCEDURES:
1. SENDER AND RECEIVER EXECUTE, SIGN AND SEAL THIS DEED OF AGREEMENT WITH THE
DISTRIBUTION OF THE FUNDS, WHICH THEREBY AUTOMATICALLY BECOMES A FULL COM-
MERCIAL RECOURSE CONTRACT.
2. THE RECEIVER PROVIDES THIS AGREEMENT TO HIS BANK AND OBTAINS THE CONSENT.
3. UPON THE ABOVE SENDER’S BANK (DEUTSCHE BANK, GERMANY) WILL TRANSFER THE
FUNDS VIA DELIVERY METHOD SELECTED BY THE RECEIVER IN FAVOUR OF RECEIVER AND
ON SUCCESS WILL PROVIDE TO THE RECEIVER THE ORIGINAL COPY OF THE TRANSFER
SLIP WITH THE DETAILS OF THE TRANSFER.
4. UPON THE SUCCESSFUL RECEIVING AND CLEARING OF THE FUNDS DURING 72 BANKING
HOURS RECEIVER IS RESPONSIBLE TO DISTRIBUTE FOR RE-INVESTMENT PURPOSES THE
CASH FUNDS.
5. ALL OTHER TRANCHES WILL BE MADE BY THE SENDER, RECEIVED AND RE-DISTRIBUTED/
RE-INVESTED BY THE RECEIVER UNDER THE UP-MENTIONED PROCEDURE.
Note:
The Receiver hereby agrees and confirms that the Sender should provide the Receiver
with a copy of SWIFT transfer only and as an option BLUE AND GREY screens with ISIN
CODE of clearing cover funds. No any other documents will be required by the
Receiver from the Sender during fulfillment hereof.
The Receiver can verify all transactions of the Sender’s side according Bank2Bank
procedures via Deutsche Bank AG Head Office desk
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
shareholders 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, 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.
TOTAL FACE
VALUE:
UP TO 100,000,000,000.00 (ONE HUNDRED BILLION EURO) R&E
IN TRANCHES OF: DEFINED BETWEEN THE PARTIES
SENDER SIDE: 50% (FITHTY PERCENT)
DISTRIBUTION: IN 72 BANKING HOURS AFTER CREDITING OF THE RECEIVER’S
ACCOUNT
NOTE: RECEIVER MUST HAVE:
✓ SPECIAL GLOBAL INVESTMENT BANK ACCOUNT
✓ OPEN CREDIT LINE OR OWN FUNDS TO ACTIVATE CLEARING
PROCEDURE
✓ ACCESS TO THE INTERBANK SCREEN
✓ ALL NECESSARY APROVALS FROM LOCAL CENTRAL BANK, ECB,
ECONOMIC OR HUMANITARIAN PROJECTS ETC.
INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
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5 12
Agreement Number: KA-XXX-IBGPI/INVEST-VOV

Date of Execution Agreement: JULY 09th, 2021
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 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 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.
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)
Any modifications, amendments, addendums or follow on contracts will be executed by
the two authorized signatories 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 hereto 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 them at law or in equity, 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 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
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. In the event of any
conflict between the provisions of this Agreement and those of any agreement, the
provisions of the applicable 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 herein 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.
INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
Page of
6 12
Agreement Number: KA-XXX-IBGPI/INVEST-VOV

Date of Execution Agreement: JULY 09th, 2021
Waiver of Jury Trial
The Parties hereto hereby irrevocably and unconditionally waive trial by jury in any legal
action or proceeding relating to this Agreement and for any counterclaim therein.
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 according to the
principal of the ICC as above indicated. Where judicial resolution is not thereby 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
(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 Sender and Receiver shall be made in the same currency
in which Sender transferred the investment fund (Article III; Section 3.0.5.; (b)). In
addition, all calculations pursuant to this Agreement and any agreement shall be based on
ICC regulations.
IN WITNESS WHEREOF, the Parties have hereunto executed this Agreement,
SIGNATURES:
Signed & Accepted by the “SERVICE PROVIDER” Signed & Accepted by the “RECEIVER”
Represented
By:
MR. HERBERT
KELLER
Represented
By:
MR. KIM YONG-KWAN
Company
Name:
KAIBAC AG Company
Name:
KOREA CONTENTS BUSINESS
CENTER
Passport №: X5769444 Passport №: M01394016
Issue Date: 26.04.2019 Issue Date: 18 MAY 2016
Expiry Date: 25.04.2029 Expiry Date: 18 MAY 2026
Country: SWITZERLAND Country: REPUBLIC OF SOUTH KOREA
INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
Page of
7 12
Agreement Number: KA-XXX-IBGPI/INVEST-VOV

Date of Execution Agreement: JULY 09th, 2021
SENDER’S PASSPORT COPY
Date: 09.07.2021 Date: 12.10.2021
INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
Page of
8 12
Agreement Number: KA-XXX-IBGPI/INVEST-VOV

Date of Execution Agreement: JULY 09th, 2021
SENDER’S CERTIFICATE OF INCORPORATION
INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
Page of
9 12
Agreement Number: KA-XXX-IBGPI/INVEST-VOV

Date of Execution Agreement: JULY 09th, 2021
RECEIVER’S PASSPORT
INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
Page of
10 12
Agreement Number: KA-XXX-IBGPI/INVEST-VOV

Date of Execution Agreement: JULY 09th, 2021
RECEIVER’S CERTIFICATE OF INCORPORATION
INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
Page of
11 12
Agreement Number: KA-XXX-IBGPI/INVEST-VOV

Date of Execution Agreement: JULY 09th, 2021
“ACCEPTED AND AGREED WITHOUT CHANGE”


(Electronic signature is valid and accepted as hand signature) 

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
1.EDT (Electronic document transmissions) shall be deemed valid and enforceable in re-
spect of any provisions of this Contract. As applicable, this agreement shall be: Incorpo-
rate 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)
INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
Page of
12 12
Agreement Number: KA-XXX-IBGPI/INVEST-VOV

Date of Execution Agreement: JULY 09th, 2021
2.2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted
by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
3.3. 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 previ-
ously transmitted by electronic means provided however, that any such request shall in
no manner delay the parties from performing their respective obligations and duties un-
der 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.”
*** END OF DOCUMENT ***
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
INVESTOR (PARTY-A): DEVELOPER (PARTY-B):

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DOA GPI KABAIC KCBC

  • 1. Financial/Deed of Agreement REMITTANCE OF CASH FUNDS FOR THE INVESTMENTS Between: KAIBAC AG Represented by Mr. HERBERT KELLER And KOREA CONTENTS BUSINESS CENTER Represented by Mr. KIM YONG KWAN Date of Execution Agreement: OCTOBER 15th, 2021 Agreement Number: KA-XXX-IBGPI/INVEST-VOV
  • 2. Page of 2 12 Agreement Number: KA-XXX-IBGPI/INVEST-VOV
 Date of Execution Agreement: JULY 09th, 2021 Financial/Deed of Agreement FOR THE INVESTMENT № KA-XXX-IBGPI/INVEST-VOV This Deed of Investment Agreement (hereinafter referred to as "Agreement") is made and effective on this JULY 09th, 2021. Between: Party-A or Investor (Sender): And Party-B or Developer (Receiver): COMPANY NAME: KAIBAC AG COMPANY ADDRESS: MORGARTENSTRASSSE 3, CH-6003 LUZERN SWITZERLAND REGISTRATION NUMBER: CHE-102.775.503 REPRESENTED BY: MR. HERBERT KELLER BANK NAME: DEUTSCHE BANK AG BANK ADDRESS: TAUNUSANLAGE 12, FRANKFURT AM MAIN, 60262, GERMANY SWIFT CODE: DEUTDEFFXXX ACCOUNT NAME: KAIBAC AG ACCOUNT No. DE86500700100955698600 ACCOUNT SIGNATORY: MR. HERBERT KELLER PASSPORT № / COUNTRY X5769444/ SWITZERLAND DATE OF ISSUANCE: 26.04.2019 DATE OF EXPIRATION: 25.04.2029 BANK OFFICER NAME: MR. CHRISTIAN SEWING COMPANY NAME: KOREA CONTENTS BUSINESS CENTER KCBC COMPANY ADDRESS: 6TH FLOOR, INHEE BUILDING, 532 DOSAN-DAERO, GANGNAM- GU, SEOUL REGISTRATION NUMBER: 381-88-00168 REPRESENTED BY: MR KIM YONG GWAN PASSPORT № / COUNTRY: M01394016 DATE OF ISSUE: 18 MAY 2016 DATE OF EXPIRY: 18 MAY 2026 BANK NAME: KOOKMIN BANK INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
  • 3. Page of 3 12 Agreement Number: KA-XXX-IBGPI/INVEST-VOV
 Date of Execution Agreement: JULY 09th, 2021 Hereinafter Party-A and Party-B referred together to as the Parties. WHEREAS, are individually known as First Party/or Investor/or Sender and Second Party/ or Developer/or Receiver and jointly known as Parties; and WHEREAS, Sender is the Provider of the cash backed funds being in the DEUTSCHE BANK AG (GERMANY) which to be transferred to Second Party’s designated Bank ANY SPECIAL TRANSACTIONS VIA INTERBANK SCREEN VERIFICATION METHODS aiming at investments; and WHEREAS, Receiver is ready, willing and able to receive said funds into its designated account ANY SPECIAL TRANSACTIONS VIA INTERBANK SCREEN VERIFICATION METHODS and to execute the distribution and transfer of said received funds to designated parties bank accounts, in accordance to the terms and conditions in this Agreement; and The Party B (Receiver) understands and confirms that: 1. This type of transfer is an INTERBANK special transaction, and requires manual processing/activation by the high level SWIFT officer of the Receiving bank SWIFT/ Operating Room. 2. The Sender transfers to the Receiver the cash funds, which for the Clearing covered by highly liquid derivatives. 3. The Party B (receiving company) must have a full set of permits, ensuring the legality of the acceptance of this type of funds, including special G2G Quota of any global financial institutions. In other words, the Receiver must have all the permits for this transaction in accordance with the international and domestic/regional currency regulation. NOW, THEREFORE, it is agreed as follows: Party’s A Statement Sender represents and warrants that he has full corporate responsibility to enter into this Agreement. He 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. Further the Sender confirms that he is a legal provider of the funds and he is authorized to transfer the funds to the receiver on the basis of this contract. By signing this Agreement, Sender represents and warrants that he is giving to Receiver and its designated parties, full legal authority to receive said funds and distribute and transfer cash funds, as per agreed terms and conditions in this Agreement. DETAILS OF TRANSACTION BANK ADDRESS: 85, GWANGNARU-RO 56-GIL, GWANGJIN-GU, SEOUL 05116, KOREA ACCOUNT NAME: KOREA CONTENTS BUSINESS CENTER KCBC ACCOUNT No (ZAR): 361468-11-011550 SWIFT CODE: CZNBKRSEXXX BANK OFFICER NAME: YUMI JOE BANK PHONE NUMBER: +82-2-3673-8639 INSTRUMENT: SWIFT/COM 103GPI FULL AUTOMATIC, SEMI-AUTOMATIC OR MANUAL (AUTOMATIC DOWNLOAD) SPECIAL TRANSACTIONS WITH UETR CODE VIA INTERBANK SCREEN VERIFICATION PROCEDURE (TO COMMON/BACKEND ACCOUNT) FIRST TRANCHE: UP TO 500,000,000.00 EURO (FIVE MILLION EURO) R&E INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
  • 4. Page of 4 12 Agreement Number: KA-XXX-IBGPI/INVEST-VOV
 Date of Execution Agreement: JULY 09th, 2021 PROCEDURES: 1. SENDER AND RECEIVER EXECUTE, SIGN AND SEAL THIS DEED OF AGREEMENT WITH THE DISTRIBUTION OF THE FUNDS, WHICH THEREBY AUTOMATICALLY BECOMES A FULL COM- MERCIAL RECOURSE CONTRACT. 2. THE RECEIVER PROVIDES THIS AGREEMENT TO HIS BANK AND OBTAINS THE CONSENT. 3. UPON THE ABOVE SENDER’S BANK (DEUTSCHE BANK, GERMANY) WILL TRANSFER THE FUNDS VIA DELIVERY METHOD SELECTED BY THE RECEIVER IN FAVOUR OF RECEIVER AND ON SUCCESS WILL PROVIDE TO THE RECEIVER THE ORIGINAL COPY OF THE TRANSFER SLIP WITH THE DETAILS OF THE TRANSFER. 4. UPON THE SUCCESSFUL RECEIVING AND CLEARING OF THE FUNDS DURING 72 BANKING HOURS RECEIVER IS RESPONSIBLE TO DISTRIBUTE FOR RE-INVESTMENT PURPOSES THE CASH FUNDS. 5. ALL OTHER TRANCHES WILL BE MADE BY THE SENDER, RECEIVED AND RE-DISTRIBUTED/ RE-INVESTED BY THE RECEIVER UNDER THE UP-MENTIONED PROCEDURE. Note: The Receiver hereby agrees and confirms that the Sender should provide the Receiver with a copy of SWIFT transfer only and as an option BLUE AND GREY screens with ISIN CODE of clearing cover funds. No any other documents will be required by the Receiver from the Sender during fulfillment hereof. The Receiver can verify all transactions of the Sender’s side according Bank2Bank procedures via Deutsche Bank AG Head Office desk 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 shareholders 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, 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. TOTAL FACE VALUE: UP TO 100,000,000,000.00 (ONE HUNDRED BILLION EURO) R&E IN TRANCHES OF: DEFINED BETWEEN THE PARTIES SENDER SIDE: 50% (FITHTY PERCENT) DISTRIBUTION: IN 72 BANKING HOURS AFTER CREDITING OF THE RECEIVER’S ACCOUNT NOTE: RECEIVER MUST HAVE: ✓ SPECIAL GLOBAL INVESTMENT BANK ACCOUNT ✓ OPEN CREDIT LINE OR OWN FUNDS TO ACTIVATE CLEARING PROCEDURE ✓ ACCESS TO THE INTERBANK SCREEN ✓ ALL NECESSARY APROVALS FROM LOCAL CENTRAL BANK, ECB, ECONOMIC OR HUMANITARIAN PROJECTS ETC. INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
  • 5. Page of 5 12 Agreement Number: KA-XXX-IBGPI/INVEST-VOV
 Date of Execution Agreement: JULY 09th, 2021 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 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 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. 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) Any modifications, amendments, addendums or follow on contracts will be executed by the two authorized signatories 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 hereto 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 them at law or in equity, 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 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 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. In the event of any conflict between the provisions of this Agreement and those of any agreement, the provisions of the applicable 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 herein 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. INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
  • 6. Page of 6 12 Agreement Number: KA-XXX-IBGPI/INVEST-VOV
 Date of Execution Agreement: JULY 09th, 2021 Waiver of Jury Trial The Parties hereto hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding relating to this Agreement and for any counterclaim therein. 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 according to the principal of the ICC as above indicated. Where judicial resolution is not thereby 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 (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 Sender and Receiver shall be made in the same currency in which Sender transferred the investment fund (Article III; Section 3.0.5.; (b)). In addition, all calculations pursuant to this Agreement and any agreement shall be based on ICC regulations. IN WITNESS WHEREOF, the Parties have hereunto executed this Agreement, SIGNATURES: Signed & Accepted by the “SERVICE PROVIDER” Signed & Accepted by the “RECEIVER” Represented By: MR. HERBERT KELLER Represented By: MR. KIM YONG-KWAN Company Name: KAIBAC AG Company Name: KOREA CONTENTS BUSINESS CENTER Passport №: X5769444 Passport №: M01394016 Issue Date: 26.04.2019 Issue Date: 18 MAY 2016 Expiry Date: 25.04.2029 Expiry Date: 18 MAY 2026 Country: SWITZERLAND Country: REPUBLIC OF SOUTH KOREA INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
  • 7. Page of 7 12 Agreement Number: KA-XXX-IBGPI/INVEST-VOV
 Date of Execution Agreement: JULY 09th, 2021 SENDER’S PASSPORT COPY Date: 09.07.2021 Date: 12.10.2021 INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
  • 8. Page of 8 12 Agreement Number: KA-XXX-IBGPI/INVEST-VOV
 Date of Execution Agreement: JULY 09th, 2021 SENDER’S CERTIFICATE OF INCORPORATION INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
  • 9. Page of 9 12 Agreement Number: KA-XXX-IBGPI/INVEST-VOV
 Date of Execution Agreement: JULY 09th, 2021 RECEIVER’S PASSPORT INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
  • 10. Page of 10 12 Agreement Number: KA-XXX-IBGPI/INVEST-VOV
 Date of Execution Agreement: JULY 09th, 2021 RECEIVER’S CERTIFICATE OF INCORPORATION INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
  • 11. Page of 11 12 Agreement Number: KA-XXX-IBGPI/INVEST-VOV
 Date of Execution Agreement: JULY 09th, 2021 “ACCEPTED AND AGREED WITHOUT CHANGE” 
 (Electronic signature is valid and accepted as hand signature) 
 EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) 1.EDT (Electronic document transmissions) shall be deemed valid and enforceable in re- spect of any provisions of this Contract. As applicable, this agreement shall be: Incorpo- rate 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) INVESTOR (PARTY-A): DEVELOPER (PARTY-B):
  • 12. Page of 12 12 Agreement Number: KA-XXX-IBGPI/INVEST-VOV
 Date of Execution Agreement: JULY 09th, 2021 2.2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). 3.3. 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 previ- ously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties un- der 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.” *** END OF DOCUMENT *** THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK INVESTOR (PARTY-A): DEVELOPER (PARTY-B):