Gpi Agreement KSN0408 [PDF]

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Swift GPI Automatic Cash Transfer/with UETR Code PARTNERSHIP AGREEMENT No : UBS21/22CW/CR58/22 FOR THE DELIVERY VIA SWIFT MESSAGE MT 103/202 GPI-DIRECT TRANSFER Between STUDIOVERKET HOLDING AB AS INVESTOR & xxxxxxxxxxxx AS THE PROJECT MANAGER



This AGREEMENT BASED on investment and financial co-operation (hereinafter referred to as the Agreement No. UBS21/22CW/CR58/22, between the following parties: Hereinafter referred to as the “SENDER/ INVESTOR “ COMPANY NAME COMPANY ADDRESS REGISTRATION NUMBER: REPRESENTED BY: PASSPORT No.: DATE OF ISSUE |DATE OF EXPIRY BANK NAME: BANK ADDRESS: ACCOUNT NAME: BANK SENDER IBAN: ACCOUNT NUMBER: BIC / SWIFT CODE: BANK OFFICER:



STUDIOVERKET HOLDING AB BOX 1002, 101 38 STOCKHOLM, SWEDEN 556978-7293 DATE: 12.12.2014 MR. CHARBEL KHALIL NADER LR 1196308 / LEBANON 12/13/2018 | 12/12/2028 UBS AG ZURICH THEATERSTRASSE 20, 8001 ZURICH, SWITZERLAND STUDIOVERKET HOLDING AB CH51 0022 5225 9529 1301C 5225 9529 1301 C UBSWCHZH80A ALEX SMICHT



Party-B: Hereinafter referred to as the “RECEIVER / DEVELOPER “



Company Name: Address: Company Reg. Number: Represented By: Passport Number: Date of Issue: Date of Expiry: Country of Issue: Account Name: Representative By: Account Number: Bank Name: Bank Address: BIC / SWIFT CODE: BANK OFFICER: Bank Officer Email:



GPI Code: Bank Telephone:



Now therefore INVESTOR and PROJECT MANAGER are collectively referred to as the “PARTIES” RECITAL, PARTY-A is ready, willing, and able to a fund a series of projects in the Public and Private sectors in the European and Asian Countries in the form of Cash funds via Party B. PARTY-B is a well-established Company in Indonesia and is exploring to branch out to other business opportunities in Europe and Asian countries in both Public and private sectors. PARTY B has already a very mature client base in Asia, Europe. NOW, THEREFORE, it is agreed as follows:



WHEREAS, PARTY-A represents and warrants that he has the resource to arrange through his banks to issue Cash funds Transfer via swift MT 103/202 GPI Direct Transfer. Party A hereby declares with full responsibility and liability that the provided funds are good, clean, clear, and free of any criminal origin, and cleared of all liens, encumbrances and lawfully usable, without any claw back, charge back from the investor or the investors bank. The herein stated funds are for the purpose of Project Investments by both the Investor and the Project Manager. PARTY B desires to obtain such funds, to invest into allocated Project and to expand to other respective lucrative Business opportunities for the mutual benefits of both the parties. THE PARTIES HEREBY AGREE TO THE FOLLOWING: 1. DETAILS OF THE TRANSACTION: TYPE OF TRANSACTION



FIRST TRANCHE OTHER TRANCHES ISSUING BANK



: Swift GPI Automatic Cash Transfer/with UETR Code FIVE HUNDRED MILLION EUROS (€500,000,000.00) WITH ROLLS : & EXTENSIONS : €10,000,000.00 : TO BE AGREED : UBS AG ZURICH



RATIO FOR INVESTOR



: PROJECT INVESTMENT



TOTAL FACE VALUE



RATIO FOR PARTNER / RECEIVER DELIVERY:



:



45% SENDER AND 5% SENDER GROUP AND 5% INVESTMENT / 45% RECEIVER



: SWIFT MT103/202 GPI-DIRECT TRANSFER



2. PROCEDURE: 2.1. Party-A & Party-B both sign & execute this Agreement. This Investment Agreement, which thereby automatically becomes a full commercial recourse contract. 2.2. Party-A delivers the SWIFT.COM, MT103/202 and MT199 GPI DIRECT TRANSFER COPY, INCLUSIVE OF THE MT199 to Party-B. 2.3. The Project Manager provides the copy of the Swift Direct Transfer and MT199 (as Described in Addendum A) to his Bank Officer for Allocating and Crediting the Project Manager’s Account, within Four to Five (4/5) banking days, Party-B’s bank officer delivers the confirmation receipt with a bank account statement to Party-B, confirming that the Project Manager’s Account has been Credited for the full investment value. 2.4. The Project Manager, (Party B) will immediately email the copy of the Bank Statement and Credit Confirmation to for the confirmation of the account credit to the Investor, (Party A). 2.5. On satisfactory completion of the Investment value to Party-B's bank account, Party B will instruct his bank officer to transfer Fifty (50%) Percent of the Face Value to the Investor’s, (Party A) Nominated Account (ANNEX B) for the purpose of reinvesting the amount into his Projects.



2.6. The Project Manager confirms that the payment value to the Investor’s Nominated Account will be transferred by Wire Transfer with Same Day Value without any deductions whatsoever. DETAILS OF TRANSACTION: TYPE OF INSTRUMENT AVAILABLE PURPOSE OF FUNDS



Swift GPI MT103/202 DIRECT CASH TRANSFER Investment and Projects Funding



TOTAL FACE VALUE: FIRST TRANCHE: SECOND TRANCHE:



€ 10,000,000.00 (TEN MILLION EURO) AS AGREED TBA



RATIO FOR INVESTOR RATIO FOR PROJECT MANAGER DELIVERY BY SENDER: PAYMENT MODE & DURATION



Swift GPI Automatic Cash Transfer/with UETR Code SWIFT GPI WIRE TRANSFER, WITHIN 2/3 BANKING DAYS UPON RECEIPT AND CLEARING OF THE FUNDS



3. DECLARATION PARTY-A's Statement: PARTY-A represents and warrants that PARTY A is the legal owner of the cash funds which are clean clear funds of non-criminal origin, levy-paid and legally earned AND ARE FREE OF ANY LIEN AND ENCUMBRANCES and are LAWFULLY USABLE WITHOUT ANY CLAW BACK OR CHARGE BACK FROM THE INVESTOR OR THE INVESTORS BANK. By execution of this Agreement, PARTY-A represents and warrants that PARTY-A is giving to PARTY-B full legal authority to receive cash funds for investment in Party B ‘s projects at its own will and wish. PARTY-A hereby agrees and confirms that the “Addendum A” executed along with this Agreement is an integral part of this Agreement which cannot be amended or changed once executed by both parties. Yet any Executives in the Annexure A/B has full rights to amend or delegate their shares of the investment funds to another party or parties by written instruction to the party concerned. PARTY-B's Statement: PARTY-B will complete all the necessary filings with its Bank and all Authorities concerned to satisfy all compliance and regulatory requirements to ensure the success of this transaction. PARTY-B hereby agrees and confirms that the “Addendum A” executed along with this Agreement is an integral part of this Investment Agreement which cannot be amended or changed once executed by both parties. Yet the Executives in the Addendum A have full rights to amend or delegate the investment funds to another party or parties in writing to Party A. All investment remittance by PARTY-B's Paymaster Bank will be cash funds with no liens and encumbrances, ready for investments and reinvestments by the Parties concerned. 4.MISCELLANEOUS: 4.1. The implementation of this Agreement shall be carried out by persons who have full authorization. 4.2. This Agreement shall be binding to the benefit of each party’s respective Successors and permitted Assigns. No other person shall acquire or have any right under or by virtue of this partnership agreement other than the herein named including the Consultants. 4.3. This Agreement shall NOT be subjected to any changes, either orally or modified, amended, or supplemented without an expressed written agreement executed by the other party hereto. 4.4. This Agreement has been prepared in 2 (two) copies, based on the mutual consent of the Parties, one of which will be kept by the Investor, the other one by the Project Manager. Each of which shall be deemed as original. 4.5. The Agreement in its entirety will remain valid throughout the duration of the transaction or until such time that the Investment funds are exhausted. 4.6. If one of the Parties changes its legal address and bank details, the other Party should be immediately informed without delay. 4.7. The information and notices to be submitted by the Parties should be always in writing. 4.8. Any annexes and addendums that may follow will be considered as integrated and binding parts of this Agreement if it will bear the same transaction codes as herein identified.



4.9. HOLD HARMLESS PROVISION: Upon counter-signing this Agreement, all the consultants and or intermediaries shall have no liability whatsoever towards the Parties, neither the authorities, nor the governmental bodies, on account of default under this Agreement by the Parties. No person except the Parties shall be liable under any theory of Agreement, strict liability, negligence, misrepresentation, or other legal equitable theory for any loss of damage of any nature incurred by the Parties and their consultants or intermediaries in the performance of the Agreement between the Parties. Consultants or Intermediaries shall not be liable to either Party, individually or collectively for any special, incidental, or consequential (indirect) or contingent damages such as but not limited to violation of local or International Rules and regulations as well as loss of profit, loss of opportunity, loss of business, etc. wherever applicable. 5. DOCUMENTATION AND FILINGS Both parties agree that details of the investment projects will be documented by separate agreements and filed individually with local authorities or as legally required. 6. ENFORCEABILITY This AGREEMENT constitutes a legal, valid, and binding obligation of each party enforceable in accordance with its terms. 7. NO CONFLICT The execution and delivery of this AGREEMENT by its and the consummation of the transactions contemplated hereby, by it will not have any 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. 8. ASSIGNMENT Neither PARTY A nor PARTY B can assign this Agreement to any other third party. This Agreement is strictly a binding contract between the two undersigned PARTIES. 9. AMENDMENT This AGREEMENT cannot be amended, altered, or modified except upon the unanimous written consent of both PARTY A and PARTY B. Yet neither PARTY A and PARTY B is empowered to amend or modify ANNEX A/B which is IRREVOCABLE, or would they be allowed to cancel, make any amendments or modify this Agreement in part or in whole, which will result in changes that will affect or alter the rights and/or interests of the beneficiaries stipulated in ANNEX B of this Agreement. 10. NON-CIRCUMVENTION & NON-DISCLOSURE The parties herein agree the non-circumvention/non-disclosure rules of all issues from ICC, and the latest edition shall apply to the transaction with extensions and rollovers if any for a period of (5) five years from the date of execution of this agreement by the undersigned, his/her assigns, agents, and/or heirs. All details of transaction must be kept as confidential 11. FORCE MAJEURE WHEREAS the Parties hereto with full corporate responsibility, under the penalty of perjury, undertake that they will upon the execution of this Agreement, complete its contractual obligations, except on circumstances of force majeure. Neither Party to this Agreement shall be responsible for Breach of Contract caused by an act of God, Civil Insurrections, Military War Operation, or local Emergency. The Parties hereby accept the Provisions on the “FORCE MAJEURE” as defined by ICC, Publications. 12. ARBITRATION The Parties agree to settle any dispute arising between them on an amicable manner. In the event of failure to an amicable settlement, the Parties agree to submit any irreconcilable to ICC office in Geneva, Switzerland, by three arbitrators appointed in accordance with ICC rules. 13. AGREEMENT EXECUTION Each party to this Agreement represents that it has Full Legal Authority to execute this Agreement and that each party agrees to be bound by the Terms and Conditions set forth herein. Each party agrees that this Agreement shall be executed simultaneously by and between Parties via Email which shall be deemed as Original. All statements made by either party are under penalty of perjury. This Agreement shall become effective upon execution by the Parties hereto. Annex B will be documented by separate riders. The terms and conditions of this agreement will apply to the transaction contemplated in such annexes. These annexes will constitute an inseparable part of this Investment Agreement and will remain legally binding on both parties once executed. 14. TAXES All Taxes due will be for the account of the Investor and the Project Manager, therefore it is clear that each party will be responsible for all Tax payments Individually. 15. DISCLAIMER This is a privileged communication within the ambit of “Lawyer’s Client Relationship” containing confidential information which cannot be used as evidence against the “Parties”. This shall not be construed to be a solicitation of investment, funds, and/ or securities offering exempt from the U.S. Securities Act of 1933 and all amendments, including all Laws, Rules and Regulations



under Patriot Act, European Union Resolutions, Anti Money Laundering, & quote; IPC& quote; -Article 1998-Edition. As a consultant, we must keep certain records, prepare, and provide various reports and respond to inquiries under various laws, rules and regulations, including, but not limited to the Bank Secrecy Act, the Annunzio-Wylie Anti Money Laundering Act of 1992, the USA Patriot Act (Of 2001). Several agencies are involved in regulating in these areas, including, the Treasury Department (including the Department’s Office of Foreign Assets Control (OFAC)), the Federal Reserve Board of Governors and others.



EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract, and as applicable, this Agreement shall incorporate: U.S. Public Law 106-229, Electronic Signatures in Global and 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); and EDT documents shall be subject to European Community Directive No.95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the Parties from performing their respective obligations and duties under EDT instruments.



SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have hereto executed this Agreement, on this day of Thursday, 03 February 2022 ON BEHALF OF PARTY-A (INVESTOR)



FOR AND BEHALF OF THE PARTY A / INVESTOR



ON BEHALF OF PARTY-B (PROJECT MANAGER)



FOR AND BEHALF OF THE PARTY B / P R O J E C T M A N A G E R



STUDIOVERKET HOLDING AB



REPRESENTED BY:



MR. CHARBEL KHALILNADER



REPRESENTED BY:



PASSPORT NUMBER:



LR 1196308



PASSPORT NUMBER:



DATE OF ISSUE



12/13/2018



DATE OF ISSUE:



DATE OF EXPIRY:



12/12/2028



DATE OF EXPIRY:



COUNTRY OF ISSUE:



LEBANESE



COUNTRY OF ISSUE:



PARTNERSHIP AGREEMENT FOR THE DELIVERY VIA SWIFT MESSAGE MT 103/202 GPI-DIRECT TRANSFER AGREEMENT NO.: UBS21/22CW/CR58/22



INVESTOR / SENDER’S PASSPORT COPY



PARTY-A:



PARTY-B:



PARTNERSHIP AGREEMENT FOR THE DELIVERY VIA SWIFT MESSAGE MT 103/202 GPI-DIRECT TRANSFER AGREEMENT NO.: UBS21/22CW/CR58/22



INVESTOR / SENDER’S CERTIFICATE OF INCORPORATION



PARTY-A:



PARTY-B:



PARTNERSHIP AGREEMENT FOR THE DELIVERY VIA SWIFT MESSAGE MT 103/202 GPI-DIRECT TRANSFER AGREEMENT NO.: UBS21/22CW/CR58/22



PROJECT MANAGER’S PASSPORT COPY



PARTY-A:



PARTY-B:



PARTNERSHIP AGREEMENT FOR THE DELIVERY VIA SWIFT MESSAGE MT 103/202 GPI-DIRECT TRANSFER AGREEMENT NO.: UBS21/22CW/CR58/22



PROJECT MANAGER’S CERTIFICATE OF INCORPORATION



PARTY-A:



PARTY-B:



PARTNERSHIP AGREEMENT FOR THE DELIVERY VIA SWIFT MESSAGE MT 103/202 GPI-DIRECT TRANSFER AGREEMENT NO.: UBS21/22CW/CR58/22 Addendum A Swift MT199 ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐MESSAGE HEADER‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ SWIFT INPUT: MT-199 SENDER: BANK NAME: UBS AG ZURICH BANK ADDRESS: THEATERSTRASSE 20, 8001 ZURICH, SWITZERLAND SWIFT CODE: UBSWCHZH80A BANK OFFICER: ALEX SMICHT AMOUNT: €10,000,000.00 (Ten Million Euros) ACCOUNT NAME: STUDIOVERKET HOLDING AB ACCOUNT IBAN: CH51 0022 5225 9529 1301C RECEIVER: Account Name: Representative By: Account Number: Bank Name: Bank Address: Swift Code: GPI Code: Bank Officer Name: ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐SWIFT MESSAGE TEXT‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ We, UBS AG ZURICH, Address, THEATERSTRASSE 20, 8001 ZURICH, SWITZERLAND hereby confirm with Full Bank Responsibility and Liability that our Client STUDIOVERKET HOLDING AB, Account Number xxxxxxx 1301 C, has transferred, €10,000,000.00 (Ten Million Euros), by GPI Direct Transfer to your client, client name, xxxxxxxxxx, ACCOUNT NUMBER EURO: xxxxxxxxxxx These funds will be transferred for Organic Farming Investment purposes with your client as detailed in the Agreement with Agreement Number, UBS21/22CW/CR58/22, for Project Funding. Our client has asked us to confirm that there is no call back or charges of any kind, either from our client or our Bank. These Funds are legally earned and are of, good, clean clear funds of non-criminal origin, levy-paid and free of any liens and encumbrances and are lawfully usable by your client. This MT199 Message is for information purpose only, No Reply is Required.



Authorized Bank Officer 1



Authorized Bank Officer 2







PARTY-A:



PARTY-B:



PARTNERSHIP AGREEMENT FOR THE DELIVERY VIA SWIFT MESSAGE MT 103/202 GPI-DIRECT TRANSFER AGREEMENT NO.: UBS21/22CW/CR58/22



ANNEX B ADDENDUM TO AGREEMENT BANK ENDORSED IRREVOCABLE CORPORATE PAYMENT GUARANTEE ORDER “ICPGO” BANK ENDORSED IRREVOCABLE CORPORATE PAYMENT GUARANTEE ORDER “ICPGO” FOR IRREVOCABLE MASTER DISBURSEMENT AND PAYMENT AGREEMENT (IMDPA) IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) Pursuant to the Agreement Number UBS21/22CW/CR58/22, this IRREVOCABLE CORPORATE PAYMENT GUARANTEE ORDER incorporating the IRREVOCABLE MASTER DISBURSEMENT AND PAYMENT AGREEMENT (IMDPA) and the IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA), hereinafter referred to singly and collectively as the “ICPGO”, being an integral part of the Agreement Number: UBS21/22CW/CR58/22, aims to serve as an affidavit declaration that I, JOCHEN HUTER, being a German Citizen and holder of a Passport Number C71V6XCH9 issued by Germany with full legal, personal and corporate authority and financial responsibilities for and on behalf of xxxxxxxx attest and say that I shall irrevocably undertake and unconditionally agree to honor and irrevocably and unconditionally without protest instruct our bank xxxxxxxxx to irrevocably and unconditionally without protest execute the herein stated IRREVOCABLE MASTER DISBURSEMENT AND PAYMENT AGREEMENT (IMDPA) and IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) for and on behalf of xxxxxxx, hereinafter referred to as the “Developer“. I, JOCHEN HUTER, hereby irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay guarantee to pay the project funding sums entitled to the below beneficiary’s nominated and designated account listed on this ICPGO, via SWIFT MT103/202 wire transfer, at the time of closing of each and every tranche of the Agreement Number UBS21/22CW/CR58/22. This ICPGO is an irrevocable pay order and shall remain an integrate part of the referenced Agreement Number UBS21/22CW/CR58/22. I, JOCHEN HUTER, hereby with full corporate authority and financial responsibility irrevocably undertake and guarantee for and on behalf of the “Co-Investor” to make payments as per this ICPGO to all designated beneficiaries by sending MT103/202 Swifts/TT/Fed wire within 24 hours of receiving the downloaded funds. I, JOCHEN HUTER, hereby with full corporate authority and financial responsibility irrevocably confirm for and on behalf of my bank, who shall endorse this ICPGO, that once the download has been done, my bank will make the payouts as per this ICPGO to the designated beneficiary herein within 24 hours and the transfer receipts shall be immediately made available to the designated beneficiary via email transmission. All transfer instructions shall state: “funds are clean and clear, of non - criminal origin and are payable in cash immediately upon receipt by beneficiary’s bank, same day value.” This ICPGO shall remain in effect until this Agreement Number UBS21/22CW/CR58/22, including any renewals, extensions and additions are fully completed. I, JOCHEN HUTER, hereby confirm that I will not request bank officer to bank officer communication and any extra documents once the download has been done into the Co-Investor’s bank account. This ICPGO is an integral part of the Agreement and contains the entire agreement and understanding concerning the subject matter hereof and supersedes and replaces all prior negotiations and proposed agreements, written or oral. Neither of the Parties may alter, amend, nor modify this ICPGO, except by an instrument in writing signed by both Parties and recipients of funds. This ICPGO will be governed by and construed in accordance with the laws of the land and legal venue of England and Wales United Kingdom. In the event that either of the beneficiaries shall be required to bring any legal actions in order to enforce any of the terms of this ICPGO the prevailing party shall be entitled to recover reasonably attorney fees and costs. This ICPGO, if transmitted by facsimile or electronic mail, shall be considered an original, legally enforceable document. Generally recognized International Standards of Non-Circumvention & Non-disclosure (NC/ND) are applicable for a period of Five (5) Years from the date of this document or the last date of the contract, including any renewals, extensions and additions that are fully completed/signed/sealed and I agree to respect those. All Parties to this ICPGO are independent contractors and all contemplated payments and/or disbursements hereunder are divided interests. Nothing in this ICPGO construes or creates a partnership or employer/employee relationship between or among the Party B and recipient(s) of funds hereto. All taxes, federal, State or other are the independent responsibility of each of the recipient party hereto. The above stated codes and any other identification codes shall remain the same and shall not be changed until this transaction including any renewals, extensions and additions are fully completed and we agree to respect those.



PARTY-A:



PARTY-B:



PARTNERSHIP AGREEMENT FOR THE DELIVERY VIA SWIFT MESSAGE MT 103/202 GPI-DIRECT TRANSFER AGREEMENT NO.: UBS21/22CW/CR58/22



This ICPGO for all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the land and legal venue of England and Wales United Kingdom. The language of any such action shall be English. In the event of any disputes arising between the parties, the parties undertake to reach an amicable solution; otherwise, the London Court of International Arbitration “LCIA”, www.lcia.org, shall be the place to provide the service. Every award shall be binding on the parties and enforceable at law. The language to be used in the arbitral proceedings shall be English. THIS IRREVOCABLE MASTER DISBURSEMENT AND PAYMENT AGREEMENT (IMDPA) SHALL BE FOR FIFTY PERCENT (50%) OF TOTAL AMOUNT DOWNLOADED FOR EACH AND EVERY TRANCHE, INCLUDING ANY/ALL ROLLS AND EXTENSIONS. THE BANK COORDINATES OF THE INVESTOR’S DESIGNATED BENEFICIARY TO RECEIVE 50% IN THE SUBCONTRACT ACCOUNT OF CAPITAL CONSULTANCY LIMITED REPRESENTED BY MR. , IRREVOCABLY ACTING ON GOOD FAITH AS THE TRUSTEE.



THE DESIGNATED RECEIVER



:



PAYMASTER ACTING FOR INTERMEDIARIES AND ASSIGNS ACCORING TO AN INDEPENDENT IMFPA



REFERENCE BANK NAME



:



BANK ADDRESS



:



BANK SWIFT CODE



:



ACCOUNT NAME



:



SUBCONTRACT ACCOUNT NAME



:



ACCOUNT NUMBER



:



ACCOUNT SIGNATORY



:



SPECIAL WIRE INSTRUCTIONS



REQUIRED MESSAGE



:



SAME DAY TRANSFER AND IMMEDIATE CREDIT. ALL SWIFT MT 103/202 WIRE TRANSFERS SHALL INCORPORATE BELOW TEXT MESSAGE AND A COPY OF BANK WIRE TRANSFER SLIP SHALL BE EMAILED TO FOR LEGAL VERIFICATION AND DOCUMENTATION PURSUANT TO PATRIOT ACT/BANKING REGULATIONS WITH ONE ORIGINAL CONTRACT COPY TO BE FILED WITH BANK. ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEARED, OF NONCRIMINAL ORIGIN, FREE FROM ANY WITHHOLDING TAXES AND DUTIES, LIENS AND ENCUMBRANCES PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY THE BENEFICIARY BANK. TEXT MESSAGE: THE SWIFT OR CLEAR STREAM TEXT MESSAGE COVERING ALL REMITTANCES SHALL CLEARLY STATE THE FOLLOWING: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS – AGREEMENT CODE GPIA-JHSL-XXX-210122-01 FOR SAME DAY TRANSFER AND IMMEDIATE CREDIT - THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US - THIS IS DONE WITH FULL BANKING RESPONSIBILITY.”



PARTY-A:



PARTY-B:



PARTNERSHIP AGREEMENT FOR THE DELIVERY VIA SWIFT MESSAGE MT 103/202 GPI-DIRECT TRANSFER AGREEMENT NO.: UBS21/22CW/CR58/22



THIS IRREVOCABLE MASTER DISBURSEMENT AND PAYMENT AGREEMENT (IMDPA) SHALL BE FOR FIVE PERCENT (5%) OF TOTAL AMOUNT DOWNLOADED FOR EACH AND EVERY TRANCHE, INCLUDING ANY/ALL ROLLS AND EXTENSIONS. THE BANK COORDINATES OF THE INVESTOR’S DESIGNATED BENEFICIARY TO RECEIVE 5% IN THE SUBCONTRACT ACCOUNT OF CAPITAL CONSULTANCY LIMITED REPRESENTED BY MR. , , IRREVOCABLY ACTING ON GOOD FAITH AS THE TRUSTEE. THE DESIGNATED RECEIVER



:



REFERENCE BANK NAME



:



BANK ADDRESS



:



BANK SWIFT CODE



:



ACCOUNT NAME



:



BANK OFFICER NAME AND EMAIL



:



ACCOUNT NUMBER



:



ACCOUNT SIGNATORY



:



SPECIAL WIRE INSTRUCTIONS



REQUIRED MESSAGE



:



SAME DAY TRANSFER AND IMMEDIATE CREDIT. ALL SWIFT MT 103/202 WIRE TRANSFERS SHALL INCORPORATE BELOW TEXT MESSAGE AND A COPY OF BANK WIRE TRANSFER SLIP SHALL BE EMAILED TO FOR LEGAL VERIFICATION AND DOCUMENTATION PURSUANT TO PATRIOT ACT/BANKING REGULATIONS WITH ONE ORIGINAL CONTRACT COPY TO BE FILED WITH BANK. ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEARED, OF NONCRIMINAL ORIGIN, FREE FROM ANY WITHHOLDING TAXES AND DUTIES, LIENS AND ENCUMBRANCES PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY THE BENEFICIARY BANK. TEXT MESSAGE: THE SWIFT OR CLEAR STREAM TEXT MESSAGE COVERING ALL REMITTANCES SHALL CLEARLY STATE THE FOLLOWING: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS – AGREEMENT CODE GPIA-JHSL-XXX-210122-01 FOR SAME DAY TRANSFER AND IMMEDIATE CREDIT - THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US - THIS IS DONE WITH FULL BANKING RESPONSIBILITY.”



THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) SHALL BE FOR FIVE PERCENT (5%) OF TOTAL AMOUNT DOWNLOADED FOR EACH AND EVERY TRANCHE, INCLUDING ANY/ALL ROLLS AND EXTENSIONS. THE BANK COORDINATES OF THE DESIGNATED BENEFICIARY TO RECEIVE xxx IN THE SUBCONTRACT ACCOUNT OF ------------------------ REPRESENTED BY -------------------- CEO, TEL: --------------------, EMAIL: -------------------------------------------, THE DEVELOPER’S DESIGNATED BENEFICIARY



:



PAYMASTER ACTING FOR INTERMEDIARIES AND ASSIGNS OF THE DEVELOPER ACCORING TO AN INDEPENDENT IMFPA REFERENCE



FULL NAME: NATIONALITY: PASSPORT NUMBER: DATE OF ISSUE: DATE OF EXPIRY: ISSUED BY: EMAIL ADDRESS: AGREEMENT NUMBER: UBS21/22CW/CR58/22



BANK NAME



:



BANK ADDRESS



:



BANK SWIFT CODE



:



ACCOUNT NAME



:



SUBCONTRACT ACCOUNT NAME



:



ACCOUNT NUMBER



:



ACCOUNT SIGNATORY



:



SPECIAL WIRE INSTRUCTIONS



REQUIRED MESSAGE



PARTY-A:



:



SAME DAY TRANSFER AND IMMEDIATE CREDIT. ALL SWIFT MT 103/202 WIRE TRANSFERS SHALL INCORPORATE BELOW TEXT MESSAGE AND A COPY OF BANK WIRE TRANSFER SLIP SHALL BE EMAILED TO ------------------------ FOR LEGAL VERIFICATION AND DOCUMENTATION PURSUANT TO PATRIOT ACT/BANKING REGULATIONS WITH ONE ORIGINAL CONTRACT COPY TO BE FILED WITH THE BANK. ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEARED, OF NON-CRIMINAL ORIGIN, FREE FROM ANY WITHHOLDING TAXES AND DUTIES, LIENS AND ENCUMBRANCES PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY THE BENEFICIARY BANK. TEXT MESSAGE: THE SWIFT OR CLEAR STREAM TEXT MESSAGE COVERING ALL REMITTANCES SHALL CLEARLY STATE THE FOLLOWING: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS – AGREEMENT CODE GPIA-JHSL-XXX-210122-01 FOR SAME DAY TRANSFER AND IMMEDIATE CREDIT - THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US - THIS IS DONE WITH FULL BANKING RESPONSIBILITY.”



PARTY-B:



PARTNERSHIP AGREEMENT FOR THE DELIVERY VIA SWIFT MESSAGE MT 103/202 GPI-DIRECT TRANSFER AGREEMENT NO.: UBS21/22CW/CR58/22



SWIFT MESSAGE MT 103/202 GPI-DIRECT TRANSFER TERMS AND CONDITIONS



1. THE PAYMENTS SHALL BE MADE UPON THE SUCCESSFUL DOWNLOADING AND CLOSING OF EACH AND EVERY TRANCHE. FURTHER, THE SAID PAYMENTS SHALL BE PAID IN GOOD, CLEAN, CLEAR AND UNENCUMBERED ASSET IN EURO CURRENCY AND DELIVERED VIA SWIFT MT103 CASH WIRE TRANSFER TO THE SAID DESIGNATED BANK ACCOUNT COORDINATES HEREIN ICPGO. 2. THIS ICPGO IS AN IRREVOCABLE, UNCHANGEABLE, UNCONDITIONAL INSTRUMENT AND SHALL BE VALID FOR ALL ROLLOVERS, EXTENSIONS, RENEWALS AND ADDITIONS TO THE ABOVE REFERENCED AGREEMENT NUMBER UBS21/22CW/CR58/22, AND ANY NEW AGREEMENT OR TRANSACTIONS. IN THE EVENT THAT A DEATH OCCURS OF ANY INTERMEDIARY, CONSULTANT, FACILITATOR AND/OR INDIVIDUAL BEING COMPENSATED IN THIS ICPGO, INCLUDING ANY MASTER PAYMASTER, FEE COMPENSATION WILL BE STILL HONOURED AND DESIGNATED TO THEIR LEGAL ASSIGNEE/SUBBENEFICIARY OR CLOSEST NEXT OF KIN. 3. THIS ICPGO SHALL BE GOVERNED, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE LAND AND LEGAL VENUE OF ENGLAND AND WALES. IN THE EVENT OF ANY DISPUTES ARISING BETWEEN THE HEREIN PARTIES, THE PARTIES UNDERTAKE TO REACH AN AMICABLE SOLUTION. 4. THIS ICPGO TRANSMISSION VIA FACSIMILE AND EMAIL SHALL BE ACCEPTED AS AN ORIGINAL AND I, JOCHEN HUTER CONFIRM UNDER THE PENALTY OF INTERNATIONAL PERJURY THAT I HAVE FULL AUTHORITY TO EXECUTE THIS ICPGO. 5. EACH BENEFICIARY RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST. 6. THE PARTIES TO THIS ICPGO ARE INDEPENDENT CONTRACTORS. NOTHING IN THIS AGREEMENT CONSTRUES OR CREATES A PARTNERSHIP OR EMPLOYER/EMPLOYEE RELATIONSHIP BETWEEN OR AMONG THE PARTIES HERETO. ALL TAXES, FEDERAL, STATE OR OTHER IS THE INDEPENDENT RESPONSIBILITY OF EACH OF THE PARTIES HERETO. DISBURSEMENT OF PAYMENTS: I, JOCHEN HUTER, ATTEST AND SAY UNDER THE PENALTY OF PERJURY THAT I SHALL IRREVOCABLY AND UNCONDITIONALLY WITHOUT PROTEST UNDERTAKE TO INSTRUCT, AUTHORIZE AND DIRECT OUR BANK COMMERZBANK GMBH, IN WRITING, TO DISBURSE IRREVOCABLY AND UNCONDITIONALLY WITHOUT PROTEST THE SAID PAYMENTS TO THE ABOVE NAMED BENEFICIARY TO THEIR NOMINATED RECEIVING BANK ACCOUNT, AND IN THE PERCENTAGE AMOUNT LISTED ABOVE. I, JOCHEN HUTER, ATTEST AND SAY UNDER THE PENALTY OF PERJURY THAT I SHALL INSTRUCT OUR BANK COMMERZBANK GMBH THAT THE DISBURSEMENTS TO THE NAMED BENEFICIARIY SHALL BE MADE BY SWIFT MT103 CASH WIRE TRANSFER 130/202 WITHOUT PROTEST, DELAY, LEGAL IMPEDIMENT OR ANY WITHHOLDING TAX DEDUCTIONS, COMMENCING FROM THE INITIAL TRANCHE AMOUNT AND CONTINUING UNTIL THE FINAL TRANCHE IS DELIVERED, INCLUDING ANY AND ALL ROLLS & EXTENSIONS OF THIS AGREEMENT. EACH BENEFICIARIY RESERVES THEIR RIGHTS TO CHANGE THE RECEIVING BANK ACCOUNT COORDINATES ANY TIME BY WRITTEN NOTICE VIA EMAIL TRANSMISSION.



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PARTNERSHIP AGREEMENT FOR THE DELIVERY VIA SWIFT MESSAGE MT 103/202 GPI-DIRECT TRANSFER AGREEMENT NO.: UBS21/22CW/CR58/22



AGREED AND ACCEPTED FOR AND ON BEHALF OF THE CO-INVESTOR BY AUTHORIZED SIGNATORY: I, JOCHEN HUTER, ACTING AS REPRESENTATIVE AND FULLY AUTHORIZED SIGNATORY OF THE DEVELOPER, HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF PERJURY AND FRAUD THAT THE INFORMATION PROVIDED BY ME HEREIN IS ACCURATE AND TRUE AND THAT I HAVE READ AND UNDERSTOOD THE ICPGO IN ITS ENTIRETY, SIGNED AND SEALED ON THE DATE INDICATED BELOW BY MY SIGNATURE AND MY OFFICIAL CORPORATE SEAL. SIGNED AND SEALED ON THIS DAY OF Thursday, 03 February 2022 FOR AND ON BAHALF OF INVITAMARKET GMBH.



________________________________ FULL NAME: JOCHEN HUTER NATIONALITY: GERMAN PASSPORT NUMBER: C71V6XCH9 DATE OF ISSUE: 18.06.2018 DATE OF EXPIRY: 17.06.2028 COUNTRY OF ISSUE: GERMANY WITNESS AND ENDORSED BY INVITAMARKET GMBH JOCHEN HUTER IS HEREBY IRREVOCABLY EMPOWERED BY INVITAMARKET GMBH TO ACT AS OUR REPRESENTATIVE WITH FULL CORPORATE AND PERSONAL AUTHORITY AND RESPONSIBILITIES TO UNCONDITIONALLY PERFORM THE TERMS AND CONDITIONS STIPULATED IN THIS ICPGO. SIGN AND SEAL FOR AND ON BEHALF OF INVITAMARKET GMBH ON THIS DAY OF Thursday, 03 February 2022



________________________________ FULL NAME: JOCHEN HUTER NATIONALITY: GERMAN PASSPORT NUMBER: C71V6XCH9 DATE OF ISSUE: 18.06.2018 DATE OF EXPIRY: 17.06.2028 COUNTRY OF ISSUE: GERMANY



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PARTNERSHIP AGREEMENT FOR THE DELIVERY VIA SWIFT MESSAGE MT 103/202 GPI-DIRECT TRANSFER AGREEMENT NO.: UBS21/22CW/CR58/22



BANK ENDORSEMENT THIS IS TO CERTIFY THAT THIS ICPGO HAS BEEN LODGED WITH OUR BANK AND THAT THIS ICPGO SHALL BE IRREVOCABLY AND UNCONDITIONALLY WITHOUT PROTEST EXECUTED WITH FULL BANK OBLIGATIONS AND BANK RESPONSIBILITIES BY THE UNDERSIGNED BANK OFFICER IN ACCORDANCE WITH THE PAYMENT INSTRUCTION STIPULATED IN THIS ICPGO.



___________________________ BANK OFFICER SIGNATURE AND SEAL BANK OFFICE FULL NAME: TITLE: PIN NUMBER: BANK NAME: BANK ADDRESS: BANK OFFICER TEL: BANK OFFICER EMAIL: DATE: ********END OF DOCUMENT********



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