Joaquin Frejo Selles $500 M

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AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897

MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009


TRANSFER

PARTNERSHIP AGREEMENT ON INVESTMENT


AND FINANCIAL COOPERATION USING
SWIFT-BLINK.COM ONLINE BANK
THIS PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT OF THE TRANSFERS FOR
INVESTMENTS SWIFT GPI CASH TRANSFER (SEMI-AUTOMATIC and AUTOMATIC)
TRANSACTION No: GPI/IMPG/500M/0178, (herein after, referred to, as “the Agreement”) is
entered on the date of ________________, 2024 by and between the following parties: The PARTY A -
the INVESTOR:

PARTY-A INVESTOR OR FUNDS PROVIDER/SENDER:

COMPANY NAME : TUIP INVERSIONES SL


COMPANY ADDRESS: CALLE RIO AGUEDA, NUM 23 28023
MADRID SPAIN
COMPANY REG. NUMBER: B82928284
REPRESENTED BY: JOAQUIN FREJO SELLES
PASSPORT NUMBER: AAB084015
DATE OF ISSUE: 04.02.2018
DATE OF EXPIRY: 04.02.2018
COUNTRY OF ISSUE: SPAIN
BANK NAME: J.P MORGAN & CHASE
BANK ADDRESS: U.K
IBAN (EURO): IE53CHAS93090379607821
BANK ACCOUNT NUMBER: 79607821
BANK ACCOUNT NAME: 170558385
SWIFT / BIC Code: CHASIE4L
BANK OFFICER: *******

AND PARTY-B/SERVICE PROVIDER/RECEIVER

COMPANY NAME :
COMPANY ADDRESS:
COMPANY REG. NUMBER:
REPRESENTED BY:
PASSPORT NUMBER:
DATE OF ISSUE:
DATE OF EXPIRY:
COUNTRY OF ISSUE:
INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT NUMBER:
SWIFT Code:
INTERMEDIARY BANK:
INTERMEDIARY BANK SWIFT CODE:
INTERMEDIARY BANK ACC
NUMBER:
BANK OFFICER NAME:
BANK OFFICER TELEPHONE

( Hereinafter referred to as the “Project Management Team” or “Party-B” on the other hand, both
together hereinafter referred to as the "Parties", agree with such content, hereinafter referred to as the
"Agreement":
Whereas the Parties hereto are desirous of entering into this Agreement to collaborate in PROJECTS.
– use construction project which title deed information is presented under a Separate Annexure
(hereinafter referred to as the “Project”), which is fully owned and developed by the Project Management
Team, in which the Investor has the interest in supporting the projects financially so that the Project
Management Team can finance the Project with the funds of the Investor.
Whereas the Parties hereto are desirous of entering into this Agreement to develop own investment
projects contemplated herein for the mutual benefit only and not for other purposes whatsoever.
Whereas both Parties hereto warrant that the currencies to be transacted, for making the investments, are
all good, clean and cleared funds of non-criminal origin, without any traces of illegality or unlawfulness
whatsoever.
Whereas each Party hereto declares that it is legally empowered, fully authorized to execute and accept
this agreement, as well as agrees to be bound by its terms and conditions under the penalty and other
consequences.
Whereas the Parties hereto with full corporate responsibility, under the penalty of perjury, declare that
they will upon the execution of this Agreement complete the transaction contemplated herein, except on
circumstances of force majeure and government sanctions, if such appear. The parties hereto shall not be
liable for any failure to perform under the “force majeure” provisions of the ICC, Paris.
Whereas both Parties herein agree that each party has the full right to use and choose whatever company
more suitable to carry out this assignment, to complete the present transaction.

1. SUBJECT OF AGREEMENT:

1.1. In accordance with the provisions of this Agreement and general principles and regulations of the
management of the financial resources the Investor instructs, and the “Project Management Team”
undertakes to manage investment plans accepted by parties and invested by Investor by this Agreement.
1.2. The Investor's financial resources made available to the “Project Management Team” hereinafter
referred to as the "Investments".
INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

1.3. According to the laws of and for the execution of the Law of About the regime of foreign international
investing for two parties, the subject of this Agreement is a joint investment activity of the Partners, which
is not connected with the creation of new legal entities, on the following direc6ons: investments in the
commercial sphere, social, innovative projects etc.
1.3.1. The High Contracting "Parties", to strengthen bilateral friendly international relations are intended to
cooperate in the following make own projects at the expense of own funds and financial opportunities as
well as attracting involving partners.
1.3.2. Promoting involvement in the real economy, and private regional priority investment projects;
1.3.3. Promoting a balanced and sustainable growing system of financial support for projects and programs
in priority areas;
1.4. Interconnector unique project.
1.5. The investor makes his material investments in the form of reinvestments.

2. JOINT ACTIVITIES OF THE PARTIES:

2.1. We, the undersigned Parties, hereby with full legal and corporate responsibility, under penalty of
perjury, confirm that the Investor is ready, willing, and able the investments, and the Project Management
Team is ready to receive the investments and to make at the mutually agreed terms and conditions hereof.
2.2. For the realization of the investment programs the Parties bring the foreign investment in convertible
currency during validity hereof according to the schedule fixed by the Parties, agreed currency amounts
and which are reflected in agreements hereto.
2.3. The Parties can extend kinds and spheres of investment activity and if necessary make the Additional
agreements.
2.4. Addendum and changes may be brought to this Agreement by mutual agreement of the Parties, which
are to be formed by separate protocols, which, after the signing of “Parties”, are considered an integral part
hereof.

3. RIGHTS AND DUTIES OF THE PARTNERS:

3.1. Party-A and Party-B for fulfilment hereof:


3.1.1. Develop investment activity for its economic and technical projects.
3.1.2. Conclude contracts, agreements, and other agreements necessary for the realization of their
investment programs.
3.1.3. Acquire export-import quotas and licenses for export and import of commodities and products.
3.1.4. Provide each other with all necessary legal, financial and other documents, related to the fulfilment
hereof.
3.1.5. Invest money in their projects during validity hereof according to their current legislation.
3.1.6. Carrie out economic activity to fulfil own investment programs, make debt liquidation on all kinds of
expenses, payment of commodities and services, transfers facilities for payment of salaries and other types
of rewards, cover all kinds of charges.

INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

3.1.7. Attract other legal entities and individuals for the fulfilment of their investment programs under the
present Agreement at their sole decision.
3.1.8. Are to provide each other with necessary assistance.
3.1.9. Are to follow and observe the terms and conditions hereof.
3.1.10. Are obligated to keep in a secret all business, technical and commercial information related to
implementation hereof.
3.1.11. Are obligated to keep in a secret all business, technical and commercial information related to
implementation hereof.
3.1.12. Can invest additional investments during the validity period of the present Agreement, and also can
carry out reinvestment in primary investment projects and other investment and reinvestment objects.
3.2. Party A for fulfilment hereof:
3.2.1. Develops the directions of its investment activity with its economic and technical ground.
3.2.2. Concludes contracts, agreements, and other agreements necessary for the realization of its
investment programs.
3.2.3. Acquires export-import quotas and licenses for export and import of commodities and products.
3.2.4. Provides Party B with all necessary legal, financial and other documents, related to the fulfilment
hereof.
3.2.5. Can invest money during the validity of this Agreement according to the current legislation.
3.2.6. Carries out economic activity to fulfil own investment programs, makes debt liquidation on all kinds
of expenses, payment of commodities and services,
got by each of the Parties, transfers facilities for payment of salaries and other types of rewards, finance all
kinds of charges.
3.2.7. Attracts other legal entities and individuals for the realization of the investment programs under the
present Agreement.
3.2.8. Attracts investments and financial assets, including credit and loan facilities of residents and not
residents aimed at execution of investment activity.

4. TOTAL VOLUME OF INVESTMENTS. ORDER OF FINANCING:

4.1. Investment receiving party Party-B (the receiving party) must be able to receive the investment funds
and it ought to be in US Dollar currency through SWIFT MT103- AUTOMATIC or SEMI AUTOMATIC M1
CASH TRANSFER.
4.2. Investment both parties agree that the investment shall be in the following:
● Investment amount: $500,000,000.00 (FIVE HUNDRED MILLION US DOLLARS) WITH ROLLS AND
EXT.
4.3. Now therefore in consideration as herein set out and in consideration of the understanding, as well as
of here good valuables purposes, the adequacy and receipt of which is hereby acknowledged by Parties as
follows:
Party-A ready to start project financing in the volume and follows the sequence:

INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

Party A provides Party-B with the funding necessary for implementing development projects through their
US dollars currency funds.

DESCRIPTION OF INSTRUMENT
SWIFT FIN MT103 SEMI AUTOMATIC CASH WIRE TRANSFER VIA SWIFT-
INSTRUMENT
BLINK.COM
TOTAL AMOUNT $500,000,000.00 (DOLLAR FIVE HUNDRED MILLION ONLY)

FIRST TRANCHE €……..00,000,000.00 - AS AGREED BY REECEIVER

SECOND TRANCHE TBA


PROVIDING FUND SOURCE, FUND TAX PAYMENT CERTIFICATE, FUND
SPECIAL NOTE : USE CERTIFICATE AND FUND FLOW CERTIFICATE FOR PGL PERSONNEL
AND COMPANY.
SHARING RATIO AS FOLLOWS: AS SPECIFIED IN PGL/IMDPA-ANNEXURE-
A
SHARING RATIO
SENDER+ SENDER SIDE 45% Commission
RECEIVER+ RECEIVER SIDE 55% Commission
SWIFT MT103 WIRE TRANSFER MT103
DURATION OF
TO PAYMENT WITHIN 3 BANKING DAYS AFTER DELIVERY AND BOOKING
PAYMENT
OF SWIFT MT103-202 IN THE INSTRUCTED BANK ACCOUNT
PAYMENT WITHIN 3 BANKING DAY AFTER RECEIPT OF FUNDS ON RECEIVER’S ACCOUNT
FROM SENDER. EACH SUBSEQUENT TRANCHE WILL BE CARRIED OUT BY SENDER WITHIN
OTHERS 24 HOURS AFTER RECEIVER FULFIL ALL PAYMENTS ON PREVIOUS TRANCHE TO ALL
PARTIES AS PER ANNEX “A” IRREVOCABLEDISBURSEMENT AGREEMENT (IMDPA) AND THE
RELEVANT DOCUMENTS CONFIRMING THE PAYMENTS HAVE BEEN PROVIDED

Download the operation step with MASTERCARD PIN:

1. Access to Swift-BLINK.com system by Party-B


2. The screen will display the string and value of all transactions that have been sent.
3. Download automatically starts for 15 to 30 minutes.
4. Download will begin, and funds will be delivered automatically (inserted in the
issuance code) to the beneficiary client account
8. At the end of the above steps, the customer will receive funds immediately, as the
funds are automatically compensated by the MASTERCARD PIN.
Remarks: Don't stop the procedure until funds arrive at the beneficiary account

PROCEDURES:

INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

1. PROVIDER AND RECEIVER EXECUTE, SIGN AND SEAL THIS DEED OF AGREEMENT WITH THE
DISTRIBUTION OF THE FUNDS AS STATED COMMISSIONS, WHICH THEREBY
AUTOMATICALLY BECOMES A FULL COMMERCIAL RECOURSE CONTRACT. THIS SERVICE IS
FOR BANK CUSTOMERS WHO REQUIRE CONFIDENTIALITY AND IT IS NOT A TELEGRAPHIC
OR SWIFT TRANSFER.

2. RECEIVER IS OBLIGATED TO PROVIDE TO SENDER THE NECESSARY DETAILS (NAME OF REAL


HOLDER ACCOUNT, PERSONAL DETAILS, SKYPE, PHONE AND/OR DIRECT BANK OFFICER
DETAILS// ACCOUNT, BENEFICIARY CODES, PASSWORD OR ID CODES ETC) FOR THE
UPLOAD OF THE FUNDS TO THE GLOBAL SERVER BY THE PROVIDER’S BANK OFFICER.

3. PROVIDER’S BANK OFFICER WILL UPLOAD THE FUNDS TO THE GLOBAL SERVER AND ON
SUCCESS UPLOAD WILL PROVIDE TO THE RECEIVER A SECURE COPY ON THE SERVER BLACK
SLIP WITH THE DETAILS OF TRANSFER (AMOUNT, ID CODES, TRANSACTION CODE ETC)
WITHIN 7 WORKING DAYS UPON SIGNING THE CONTRACT. THEN RECEIVER ISSUE
PAYMENT GUARANTEE LETTER ENDORSED BY THE BANK OR OR BANK PAYMENT
GUARANTEE LETTER.

4. UPON RECEPTION OF THE SLIP CODE RECEIVER DOWNLOAD IT TO ITS COMMON ACCOUNT
AND SEND A SCREENSHOT OF THE ACTIVITY OF THE FUND.

5. UPON SUCCESSFUL DOWNLOADING OF THE FUNDS WITH THE MASTERCARD CODES, THE
RECEIVER’S BANK OFFICER IS RESPONSIBLE TO BLOCK AND WITHIN 24 – 72 HOURS TO RE-
DISTRIBUTE, FOR RE-INVESTMENT PURPOSES, THE FUNDS VIA SWIFT-BLINK.COM MT 103,
XX% + XX% (XXXXXXXXXXX PERCENT + XXXXXXX PERCENT).

6. IN THE RECEIVER BANK, MUST BE ORIGINAL WET SIGNATURES AND SEALS BY THE
RECEIVER AND HIS BANK OFFICER.

7. RECEIVER MUST ARRANGE REPAYMENT ACCOUNT IN THE SAME RECEIVING BANK.

8. FOR SETTLEMENT PROVIDER’S WILL ONLY PROVIDE BLACK SCREEN with NO OTHER
DOCUMENTATION.

5. TRANSACTION PROCEDURES:

5.1. Before the signing of this Agreement, the Parties will provide each other with proof of its legal power
of the authorized signatory’s. For that purpose, the following documents to be exchanged by parties in this
agreement
INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

- The copy of Commercial License;


- A copy of Passport of Authorized Signatory.
5.2. Party- B completes/signs/seals this Agreement and submits to Party
5.3. Party – A completes and countersigns/seals this Agreement, and forward to Party- B.
5.4. Each Party puts this Agreement in his nominated bank and notifies the Party through its authorized
with an official mandate.

For safety reasons in completion of the above transaction, once in possession of the transfer confirmation,
the Bank Officer will enter the System to search with the sender’s reference the flow in the SWIFT-
BLINK.COM System.
5.5. The receiving Party shall provide its Bank Officer’s approval that section 5.4 will be complied with
before executing the transaction. Equally both parties agree that neither party shall deviate from the
investor volume and particularly point 4.2 of this contract.
5.6. Party-B completes/signs/seals this Agreement and submits them to Party-A, along with the compliance
documents, which shall include the following:
• Present Agreement (PAIFC), with all annexes;
• Copy of the authorized signatory’s passport.
5.7. Party-A verifies, approves, completes and countersigns/seals this Agreement, and forwards the whole
package along with its compliance documents to mandate PARTY-A.
PARTY-A of the mandate is to do hard copies contract a puts his signature / scanning the Agreem ent and
BOTH Parties in PDF/WORD format to place the bank (Hard copies to be exchanged by courier service, if
requested) which shall include the following:
• Present Agreement (PAIFC), with all annexes;
Copy of the authorized signatory’s passport.

6. CONFIDENTIAL INFORMATION AND SECURITY:

6.1. In connection with the present Agreement, the Parties will provide each other with the information
concerning the designated fiduciary banks originating in writing by each Party and is designated as
confidential which the Parties hereby agree to treat as “confidential information”. The Parties understand
and agree that any confidential information disclosed according to this Agreement is secret, proprietary
and of great value to each Party which value may be impaired if the secrecy of such informa6on is not
maintained.
6.2. The Parties further agree that they will take reasonable security measures to preserve and protect the
secrecy of such “confidential information” and will hold such information in trust and not to disclose such
information, either directly or indirectly to any person or entity during the term of this Agreement or any
time following the expiration or termination hereof; provided, however, that the Parties may disclose the
confidential information to an assistant, agent or employee who has agreed in writing to keep such
information confidential and to whom disclosure is necessary for the providing of services under this
Agreement.

INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

6.3. Separate introductions made through different intermediary chains may result in other transactions
between the Parties will not constitute a breach of confidential information, provided such new chains
were not created for purposes of circumvention of the first introducing chain. Copy and paste signatures
are not allowed.
6.4. Agreement which is to transfer and organize the bank shall be transmitted in the form of scanned visa
authorized signature.
6.5. Unauthorized bank communication: Neither Party is allowed to contact the bank of the other Party
without the written authorization for that of the Party whose bank is to be contacted. Any unauthorized
contact act of either Party of this Agreement is considered as a breach of this Agreement and shall cause
this Agreement immediate cancellation, and the transaction becomes null and void.

7. CODES OF IDENTIFICATION:

7.1. The Parties agree that all documents related to the transactions bear the codes listed on page 01 of
this Agreement and that the said codes

8. COMMUNICATION:

8.1. Communication with banks will be limited to those between the Investor’s bank and Developer’s bank
and only by authorized bank officers/representatives, including principals of the Investor and the
Developer, in the course of completion of this transaction. No communication by any other party is
permitted without the prior written consent of the named account holders.
8.2. Any notice to be given hereunder from either Party to the other shall be in writing and shall be
delivered by fax to the telefax number or by e-mail to the e-mail address of the respective Party as
provided herein. The Parties agree that acknowledged e-mail or telefax copies are treated as legally binding
original documents. E-mail copies scanned and sent on e-mail as photo, of this Agreement and exchange of
correspondence duly signed and/or executed shall be deemed to be original and shall be binding and are
regarded as original and good for any legal purpose.
8.3. EDT-Electronic Document Transmittal & Counterparts:
This Agreement may be executed in multiple copies at different times and
places, each being considered original and binding. All facsimile/electronic transmittal/communications,
including electronic signature, relating to this Agreement and which are mutually accepted by the Parties,
shall be deemed
legally binding and enforceable documents for the duration of the transaction. 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);

INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

9. VALIDITY:

9.1. Once this Agreement is signed by both Parties the transaction shall begin within three (3) banking days
or sooner, including Saturdays and Sunday and any bank holidays.

10. FULL UNDERSTANDING:

10.1. The latest edition/signature of this Agreement, executed by each party in originals, represents the full
understanding between the Parties and supersedes all other undertakings, whether verbal or written. All
statements and representations are made without any omission of material fact and with full corporate and
legal responsibility under penalty of perjury.
10.2. The Parties hereto accept that should the present Agreement partially or in full be found invalid or
unenforceable according to judicial decree or under any international regulations related to bank
confirmation of USD/EURO validity, this Agreement shall be reconstructed upon mutual consent and
agreement of both Parties to this commercial Agreement.
10.3. Until the physical exchange of original hard copies, the acknowledged fax and/or e-mail copies of this
Agreement shall be deemed original
10.4. The commission payable under this Agreement is to be distributed following the Irrevocable Fee
Protection Agreement.

11. ASSIGNMENT:

11.1. Each Party to this Agreement may assign this Agreement or its total or partial performance hereof
to any other company which assumes the obligations of the assigning party under the terms of the
assignment. Formal notice of the assignment shall be rendered to the other party to this Agreement
expressly indicating there on the assignee's full contact particulars.

12.TERM OF AGREEMENT:

12.1. This Agreement is a full recourse commercial commitment enforceable under the laws of the
jurisdiction of EC, Switzerland or any other member country of the European Union as it applies. And, said
law shall govern the interpretation, enforceability, performance, execution, validity and any other such
matter of this Agreement, among upon the Parties signatories, their heirs, successors and assigns, agents,
principals, attorneys and all associated which shall remain in full force and effect until completion of the
said transaction and it is legally binding partners involved in this Agreement/contract/transaction.

13. LAW AND ARBITRATION:

13.1. This Agreement is a full recourse commercial commitment enforceable under the laws of the
jurisdiction of the countries where this transaction is effectuated, and any dispute is to be resolved under
the ICC rules for arbitration unless the Injured-Party takes legal action in a court of jurisdiction. The USA,
INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

Liechtenstein, Swiss, or any other member country of the European Union law to apply, as the Injured-Party
may choose, which shall govern the interpretation, construction, enforceability, performance, execution,
validity and any other such matter regarding this Agreement.
13.2. The Parties hereto acknowledge and agree that any discrepancy and/or dispute in the application of
this Agreement will be solved amicably. If it is not possible, the arbitration procedure is to be followed.
13.3. This Agreement is intended to be performed in accordance with, and only to the extent permitted by
all applicable laws of jurisdiction, ordinances, rules and regulations. If any provision of this Agreement is
considered invalid or unenforceable, then, the remaining part of this Agreement shall not be affected (if
agreeable by both Parties) and shall be enforced to the greatest extend permitted by law.

14. PENALTY CLAUSE FOR NON-PERFORMANCE:

14.1. Should the Parties A fail to perform in this Agreement, once it’s being signed/sealed and the term of
validity thereof had expired, and excluding any banks default or delays in processing wire transfers, the
Party-in-Default indemnifies and guarantees to all present contractual parties.
14.2. The only party allowed to claim under this Agreement, if any, is either Party A or Party B. And, any
claim must be first proven by the Injured-Party and invoice settled by the Party-in-Default within 10 (ten)
calendar days, or else the Injured-Party can file a legal claim against Party-in-Default in any court of
jurisdiction of their choice.
Furthermore, we, the undersigned Parties, hereby swear under the international laws or perjury and fraud
that the information provided by us herein is accurate and true, and by affixing our signatures /initials/seals
to this Agreement, we attest that our respective banking officers are fully aware of, have approved and are
ready proceed with this transaction.
14.3. Both parties agree that if the Investor does not fulfil its obligations in terms of disbursing investment
funds and agreed tranches, it shall constitute the termination of this contract. Therefore, Party-A namely
the Investor shall not request the repatriation of any tranche already paid to the Receiving Party namely
Party-B. The Injured Party (Party-B) shall not have a claim of interests and damages on Party-A.

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.

INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon this
Agreement as of this date of ______________________, 2024

AGREED AND ACCEPTED:

15. SIGNATURES:

For and on behalf of the Party A –the Investor For and on behalf of the Party B- the Receiver
IMMOBILIEN PARTNER GMBH XXXXXXXXXXXX CO.,LTD.

SIGNATORY: JOAQUIN FREJO SELLES SIGNATORY:


TITTLE: CEO TITTLE:
PASSPORT NUMBER: AAB084015 PASSPORT NUMBER:
ISSUED BY COUNTRY: SPAIN ISSUED BY COUNTRY:

INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

INVESTOR’S/PARTY “A” IDENTITY

INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

INVESTOR’S CERTIFICATE OF INCORPORATION

INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

RECEIVER’S /PARTY -B PASSPORT

INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

RECEIVER’S CERTIFICATE OF INCORPORATION

INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

ANNEXURE-A

IRREVOCABLE PAYMENT GUARENTEE LETTER


TRANSACTION No: GPI/S-A/SWIFT-BLINK-500M/1121

I, Mr. XXXXX XXXXX, representing on behalf of XXXXXXXXXXXX CO.,LTD. herewith referred as the Receiver,
under penalty of perjury do hereby irrevocably confirm and irrevocably accept to pay all intermediaries and fee
holders as per below PGL and with Transaction Code: XXXXXXXXXXXX

I, Mr. XXXXX XXXXX, representing on behalf of XXXXXXXXXXXX CO.,LTD., irrevocably confirm that we will
order and direct our bank to endorse automatic payment orders to the beneficiaries named below; furthermore,
we, the Receiver, confirm that all pay orders shall automatically transfer funds as directed into each beneficiary
designated bank account within 7 banking days after the date of receive SWIFT MT103 GPI SEMI AUTO.VIA
SWIFT-BLINK.COM

For the purpose of clarity, we confirm that the closing and completion of each payment shall be deemed to take
place when the Receiver has been received the SWIFT MT 103 GPI into Receiver bank account for each tranche.

I, Mr. XXXXX XXXXX, representing on behalf of XXXXXXXXXXXX CO.,LTD., agrees to provide all beneficiaries
with written evidence of the pay orders lodged with our bank together with acknowledgements of their
acceptance. Furthermore, our bank shall be instructed to provide duly signed and stamped acknowledgement of
this instruction as set out in the annex. Forming part of this agreement it is understood that for the purposes of
this Master Fee Protection Agreement, our bank shall be the same bank and this IMFPA acts as an integral part of
it.

I, Mr. XXXXX XXXXX, representing on behalf of XXXXXXXXXXXX CO.,LTD.. being Receiver or the Receivers
named legally authorized representative as stated within the signed and legally binding main transaction,
contract unconditionally agree and undertake to approve and originate all
Payments in EURO currency to all beneficiaries named below as their rightful and payable fees to all consultants
and intermediaries involved. This agreement also acts as a record confirming the fees amounts for each named
beneficiary as set out below:

TOTAL FEES SHALL BE PAID BY RECEIVER AS FOLLOWS:

PARTY A: 50%

PARTY “A”/INVESTOR SIDE BENEFICIARIES 45% [FORTY FIVE PERCENT] OF EACH AND EVERY TRANCHE
OF TRANSACTION OF THE FACE VALUE INCOUDING ROLL&EXTENSION

BANK NAME J.P MORGAN & CHASE

BANK ADDRESS U.K

INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

SWIFT CODE CHASIE4L


FCD-EURO ACCOUNT NO 79607821
ACCOUNT NAME 170558385
BANK OFFICER NAME TBA

BANK OFFICER E-MAIL TBA

PAYMENT 50%

SPECIAL INSTRUCTION All transfer instructions shall state: “funds are clean and clear, of non-criminal origin a
by recipient’s bank.” all wire transfers shall incorporate above text message

PARTY “B”/INVESTOR SIDE BENEFICIARIES 50% [FIFTY PERCENT] OF


EACH AND EVERY TRANCHE OF
TRANSACTION OF THE FACE VALUE INCOUDING ROLL&EXTENSION

GROUP-B-1: RECEIVER : 45% (THIRTY FIVE PERCENT)OPEN

BANK NAME

BANK ADDRESS

SWIFT CODE

FCD-EURO ACCOUNT NO

ACCOUNT NAME

BANK OFFICER NAME

BANK OFFICER E-MAIL

PAYMENT %

SPECIAL INSTRUCTION All transfer instructions shall state: “funds are clean and clear, of non-criminal origin a
recipient’s bank.” all wire transfers shall incorporate above text message

INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

GROUP- “B1”/FACILITRATORS 5% [FIVE PERCENT] OF EACH AND EVERY


TRANCHE OF TRANSACTION OF THE FACE VALUE INCOUDING
ROLL&EXTENSION-OPEN

BANK NAME

BANK ADDRESS

SWIFT CODE

FCD-EURO ACCOUNT NO

ACCOUNT NAME

BANK OFFICER NAME

BANK OFFICER E-MAIL

PAYMENT

SPECIAL INSTRUCTION All transfer instructions shall state: “funds are clean and clear, of non-criminal origin a
recipient’s bank.” all wire transfers shall incorporate above text message

GROUP- “B2”/FACILITRATORS 5% [THREE PERCENT] OF EACH AND EVERY


TRANCHE OF TRANSACTION OF THE FACE VALUE INCOUDING
ROLL&EXTENSION CLOSED
PAYMASTER

PAYMASTER
PASSPORT

BANK NAME

BANK ADDRESS
INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

ACCOUNT NAME

ACCOUNT
NUMBER

SWIFT CODE

IFSC CODE

BENEFİCİARİES

SPECİAL
İNSTRUCTİONS:

ALL TRANSFER INSTRUCTIONS SHALL STATE: FUNDS ARE CLEAN AND


REQUİRED CLEAR OF NON-CRIMINAL ORIGIN. WIRE WITHIN ONE BANKING DAY
MESSAGE UPON RECEIPT BY BENFICIARY`S BANK. ALL WIRE TRANSFER SHALL
INCORPORATE ABOVE TEXT MESSAGE AND A COPY OF BANK WIRE
TRANSFER SLIP SHALL BE EMAILED TO:

INVESTOR:
RECEIVER:
AGREEMENT NUMBER: BC9834949092777 TRANSACTION CODE: 024230402340897
MT103 AUTOMATIC / SEMICAUTOMATIC CASH TRANSMISSION CODE NO: 0894234889849009
TRANSFER

“ACCEPTED AND AGREED WITHOUT CHANGE”

For and on behalf of the Party A –the Investor For and on behalf of the Party B- the Receiver
IMMOBILIEN PARTNER XXXXXXXXXXXX CO.,LTD.

SIGNATORY: JOAQUIN FREJO SELLES SIGNATORY:


TITTLE: CEO TITTLE: DIRECTOR
PASSPORT NUMBER: AAB084015 PASSPORT NUMBER:
ISSUED BY COUNTRY: SPAIN ISSUED BY COUNTRY:

*** THE END OF THE AGREEMENT ***

INVESTOR:
RECEIVER:

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