Agreement - Draft Cash Transfer 2024-10

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Agreement Number: MT103-ALFA-08092024

Transaction Code : MT103-ALFA-08092024


Date: October 07, 2024

DEED OF AGREEMENT (DOA) ON INVESTMENT AND FINANCIAL COOPERATION.

Financial co-operation agreement on delivery of cash funds for investments via MT103 CASH
TRANSFER/TT in amount of up to €10,000,000,000.00 – TEN BILLION EUROS with the possibility
of expansion with transfer in tranches, hereinafter referred to as agreement, is made and effective
on this date October 07, 2024 by and between the following parties:

The PARTY A - the SENDER / INVESTOR:


COMPANY NAME: AVANTULOS. A.
ADDRESS: Avantulo Tower Si, li, li & Soho Center calle 50,Bank Distrct-Panama City,
Panama
REGISTER NUMBER:
REPRESENTED BY: Francis Anthony Jankuskas
PASSPORT NUMBER: HB504392
COUNTRY OF ISSUE: 20051
DATE OF ISSUE: 27.10.2014
DATE OF EXPIRY: 27.10.2024
BANK NAME: DEUTSCHE BANK AG, GERMANY
BANK ADDRESS: Taunusanlage12, 60325 Frankfurt Am Main, Germany
ACCOUNT NAME: VANTULOS. A.
ACCOUNT NO. DE60500700100361982244
SWIFT NUMBER: DETDEFF×××
BANK OFFICER NAME:1 Karl Von Rohr/chief Administrative Officer/Pin:83797
BANK OFFICER EMAIL: [email protected]
BANK OFFICER PH: +49 69 910-00/+49 69 910 30183

WITH FULL LEGAL AND CORPORATE AUTHORITY TO SIGN THIS AGREEMENT, HERE IN AFTER
REFERRED TO AS THE "PARTY A" OR THE “SENDER / INVESTOR”.

The PARTY B - the DEVELOPER/MANAGER/RECEIVER:


COMPANY NAME: DEHL GmbH
COMPANY ADDRESS: LINDENALLEE 2 , 34225 BAUNATAL , GERMANY
COMPANY REG. №: UVZ-NR.52/2023-B
REPRESENTED BY OSMAN DEMIRTAS
PASSPORT NUMBER: C60P1995F
DATE OF ISSUE: 05.08.2019
DATE OF EXPIRY: 04.08.2029
NATIONALITY
BANK NAME: DEUTSCHE BANK
BANK ADDRES: FRIEDRICHSPLATZ 4 ∙ 34117 KASSEL
ACCOUNT NAME: DEHL GmbH
AED/EURO ACC NO:
AED/EURO IBAN NO:
USD ACC NO: DE96520700240048065700
USD IBAN NO:
SWIFT CODE : DEUTDEDB520
BANK OFFICER NAME: BERATUNGSTEAM
BANK OFFICER E-MAIL [email protected]‐ bank.de

WITH FULL LEGAL AND CORPORATE AUTHORITY TO SIGN THIS AGREEMENT, HERE IN AFTER
REFERRED TO AS THE "PARTY B” OR THE “RECEIVER / DEVELOPER / MANAGER”

Page 1 of 14
PARTY A PARTY B
Agreement Number: MT103-ALFA-08092024
Transaction Code : MT103-ALFA-08092024
Date: October 07, 2024
DEED OF AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION VIA SWIFT MT-103 CASH
TRANSFER/TT.
The Investor with full legal and corporate authority to sign this Agreement (hereinafter referred to as Party-
A and Receiver with full legal and corporate authority to sign this Agreement (hereinafter referred
to as Party-B) on the other hand, both to get here and individually here in after referred to as the
"Parties" conclude an agreement of such content, hereinafter referred to as the "Agreement":
WHEREAS:
Whereas the Parties hereto are desirous of entering into this Agreement for the purpose of
developing own investment projects contemplated herein for the mutual benefit only and not for
other purposes whatsoever.

WHEREAS:
Whereas Party A acknowledges and is willing to invest with Party B.

Party B has a longstanding expertise in trading crude oil, sourcing relationships and trading
partners worldwide.

Party B has access to all the key crude grades.

Party B has developed a diversified trading business sourcing, supplying, and trading crude oil and
refined petroleum products. expanded the portfolio to encompass petrochemicals, biofuels,
environmental products, natural gas and LNG, power, dry bulk commodities, soft commodities,
base metals, and agricultural products.

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 Investor through its SWIFT MT-103 CASH TRANSFER/TT, where the final agreements will
be lodged in and assigned to, confirms and warrants that it has the financial capacity of dollar
funds and euro funds to transact under this Agreement.

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 manure and government sanctions, if such appear. The parties
hereto shall not be liable for any failure to perform under the force manure provisions of the ICC,
Paris. Whereas, The Parties hereto are desirous of entering into this Agreement for the purpose of
developing own and common investment in preparation and production of project documentation
and implementation and realization of projects in the field of agriculture for the production of
organic food, engagement of renewable energy sources, construction projects of special importance
and housing, development of information technology and humanitarian purposes in projects
contemplated herein for the mutual benefit only and not for other purposes whatsoever; and full
legal and corporate authority to sign this Agreement hereinafter referred to as Receiver or Project
Asset manager.

Whereas that the Parties have agreed, Receiver will make new investments and reinvestments
exclusively on the Investor's order, but not more together with the included costs for associates
and intermediaries, while the will be retained by Receiver for its projects, costs and commission
for associates and intermediaries.

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 successfully complete the present
transaction.
Page 2 of 14
PARTY A PARTY B
Agreement Number: MT103-ALFA-08092024
Transaction Code : MT103-ALFA-08092024
Date: October 07, 2024
1. SUBJECT OF AGREEMENT:
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 Developer undertakes to
manage investment plans accepted by parties and invested by Investor by this Agreement; The
Investor's financial resources made available to the Developer hereinafter referred to as the
"Investments".

According to the laws of and for 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 creation of new legal entities, on the following directions: investments
in commercial sphere, social, innovative projects etc.

The High Contracting "Parties", in order 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.

Promoting involvement in the real economy, and private regional priority investment projects.
Promoting a balanced and sustainable growing system of financial support for projects and
programs in priority areas. Minimizing investment and commercial risks involved in the
implementation of projects. And also, can carry out reinvestment in the objects of the primary
investment and other objects of investment and reinvestment.
1. JOINT ACTIVITIES OF THE PARTIES:
We, the undersigned Parties, hereby with full legal and corporate responsibility, under penalty of
perjury, confirm that Investor is ready, willing, and able the investments, and the Developer is ready
to receive the investments and to make at the mutually agreed terms and conditions hereof. For
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 trenches which are reflected in additional agreements hereto.

The Parties can extend kinds and spheres of investment activity and if necessary, make the
Additional agreements.

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 as
integral part hereof.

The Parties herein agree that separate to this DOA; when applicable and from time to time, profit
share and separate Investment Return Agreements (IRA) will be executed outlining profit sharing
and returns that will be paid to Party A. These IRA’s and the structure and format of these
investment returns may come as a fixed return per investment, per annum or as determined and
agreed to by both Parties.

2 RIGHTS AND DUTIES OF THE PARTNERS:


Party-A and Party-B for the purposes of fulfillment thereof:
Develop investment activity for its economic and technical projects.
Conclude contracts, agreements, and other agreements necessary for realization of their
investment programs.

Acquire export-import quotas and licenses for export and import of commodities and products;
Provide each other with all necessary legal, financial and other documents, related to the fulfillment
thereof; Invest money in their own projects during validity hereof according to their current
legislation; Carrie out economic activity to fulfill 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;

Page 3 of 14
PARTY A PARTY B
Agreement Number: MT103-ALFA-08092024
Transaction Code : MT103-ALFA-08092024
Date: October 07, 2024
Attract other legal entities and individuals for the fulfillment of their investment programs under
the present Agreement at their sole decision.
Are to provide each other with necessary assistance.
Are to follow and observe the terms and conditions hereof.
Are obligated to keep in secret all business, technical and commercial information related to
implementation hereof.

Can invest additional investments during the validity period of the present Agreement, and also
carry out re investment in primary investment projects and other investment and reinvestment
objects.
The Party A for the purposes of fulfillment thereof:
Develops the directions of own investment activity with its economic and technical ground;
Concludes contracts, agreements, and other agreements necessary for realization of its investment
programs.

Acquires export-import quotas and licenses for export and import of commodities and products;
Provides Party B with all necessary legal, financial, and other documents, related to the fulfillment
thereof.

Can invest money during validity of this Agreement according to the current legislation.

Carries out economic activity to fulfill 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; Attracts
other legal entities and individuals for realization of the investment programs under the present
Agreement.

Attracts investments and financial assets, including CASH and loan facilities of residents and not
residents aimed on execution of investment activity.

The Party B for the purposes of fulfillment thereof:


Develops the directions of own investment activity with its economic and technical ground.
Concludes contracts, agreements, and other agreements necessary for realization of its investment
programs.

Acquires export-import quotas and licenses for export and import of commodities and products;
Provides Party A with all necessary legal, financial, and other documents, related to the fulfillment
hereof.

Can invest money during validity of this Agreement according to the current legislation.

Carries out economic activity to fulfill 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; Attracts
other legal entities and individuals for realization of the investment programs under the present
Agreement;

Attracts investments and financial assets, including CASH and loan facilities of residents and non-
residents aimed on execution of investment activity.
3 TOTAL VOLUME OF INVESTMENTS ORDER OF FINANCING:
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 acknowledge by
Parties as follows:

Page 4 of 14
PARTY A PARTY B
Agreement Number: MT103-ALFA-08092024
Transaction Code : MT103-ALFA-08092024
Date: October 07, 2024
Party-A ready to start project financing in the volume and follows the sequence:

The Party-A provides Party-B with funding necessary for implementation development projects
through their own EURO currency funds as per below Detail of the transaction.

4.1.1 TERMS & CONDITIONS OF THE TRANSACTION

AGREED INSTRUMENT SWIFT MT103 CASH TRANSFER/TT


ARGETED USE OF FUND INVESTMENT AND PROJECT FUNDING

TYPE OF TRANSFER CASH TRANSFER SWIFT MT103 CASH TRANSFER/TT


TOTAL CONTRACT €10,000,000,000.00 – TEN BILLION EURO with R & E
FIRST TRANCHE €49,000,000.00 – FORTY-NINE MILLION EUROS
SECOND TRANCHE €100,000,000.00 – ONE HUNDRED MILLION EUROS
THIRD TRANCHE €150,000,000.00 – ONE HUNDRED AND FIFTY MILLION EUROS

FOURTH TRANCHE €200,000,000.00 – -TWO HUNDRED MILLION EUROS


VERIFICATIONS COPY OF SCREENSHOTS/TRANSFER SLIPS CERTIFIED BY BANK
OFFICER WILL BE SENT TO RECEIVER, AND RECEIVER TO
PRESENT THE SCREENSHOTS/TRANSFER SLIPS TO HIS BANK
OFFICERS FOR VERIFICATION AND FURTHER PROCEED.

DISBURSEMENT DISBURSEMENT SWIFT MT103 WIRE TRANSFER/TT


IN (FORTY-EIGHT HOURS 48) ACCORDANCE
CONTRACT
SPECIAL INSTRUCTION ALL TRANSFER INSTRUCTIONS SHALL STATE FUNDS ARE CLEAN
AND CLEAR AND OF NON-CRIMINAL ORIGIN
TRANSACTION PROCESS AFTER SIGNING OF THIS AGREEMENT, PARTY A WILL SEND THE
FUNDS TO PARTY B’s ACCOUNT AND TRANSMIT THE RECEIPT
OF FUNDS SENT TO PARTY B
CURRENCY EURO

4.1.2. CAPITAL CONTRIBUTION:


4.1.2.1. The INVESTOR grants investment under the procedure of the present Agreement to the
PARTNER for Re-Distribution and financing of future’s projects.

4.1.2.2 INVESTOR hereby warrants and assures to PARTNER under penalty of perjury that the
Investment funds are derived from legal sources and not from any other criminal activity. Further,
the INVESTOR warrants and confirms that the fund from FOLDER M0 are good, clean, and cleared,
of non-criminal or terrorist origin and totally free of any encumbrances, costs, charges, liens,
litigation, mortgages, taxes of any kind or nature whatsoever.

4.1.2.3. INVESTOR hereby irrevocably agrees to make a transfer the total sum of €5,000,000,000.00-
FIVE BILLION EURO via SWIFT MT103 CASH TRANSFER/TT.

4.1.2.4. The full amount will be transferred in one, two or more agreed tranches. The time of
transfer of each tranche must be agreed separately.

Page 5 of 14
PARTY A PARTY B
Agreement Number: MT103-ALFA-08092024
Transaction Code : MT103-ALFA-08092024
Date: October 07, 2024
4.1.2.5. Each tranche of Investment under the present Agreement will be transferred to the above
stated bank accounts of the PARTNER via SWIFT MT103 CASH TRANSFER/TT from the INVESTOR’S
BANK. The PARTNER will manage the investments funds on behalf of INVESTOR as the terms of
this Agreement.

4.1.2.6. After each transfer of funds into each separate INVESTOR’S Projects, the PARTNER
immediately provides a copy statement of his account to the INVESTOR to verify the acceptance of
the funds for the investment.

4.2. PROCEDURE: TRANSACTION PROCEDURES:


4.2.1. Party-A & Party-B both sign & execute the Deed of Agreement. This Investment Agreement,
which thereby automatically becomes a full commercial recourse contract.

4.2.2 The Party-A, will deliver the first tranche of funds via SWIFT MT103 CASH TRANSFER/TT
into receiver’s ACCOUNTS then the Receiver CHECKS his/her account, and the Party-A sends below
documents to the Party-B’s.
● SWIFT Message Copy
● Screen Shots

4.2.3. Within Three (3) banking days of when the monies are received by Party B. Party B will
provides bank statement or bank letter as proof of the delivery of the Investment.

4.2.4. Next tranche shall be repeated. All subsequent tranches will be based on this procedure until
collateral or funds become exhausted.
5: DESCRIPTION OF TRANSACTION
5. Sender’s Instrument: SWIFT MT 103 CASH TRANSFER/TT

5.1. NO WAY OF COMMUNICATION BETWEEN BANK OFFICERS IS ALLOWED BEFORE SIGNING AND
REGISTRATION OF THE AGREEMENT IN THE RECIPIENT'S BANK, AND AFTER REGISTRATION OF THE
AGREEMENT, THE ONLY WAY OF COMMUNICATION IS ON ACCORDANCE WITH THE AGREEMENT
PROCEDURE IS SWIFT. IF ANY PARTY FAILS TO COMPLY WITH THIS CLAUSE 5.1 THE AGREEMENT WILL
BE TERMINATED IMMEDIATELY CANCELLED AND PROCLAIMED INVALID.

6. CONFIDENTIAL INFORMATION AND SECURITY.


6.1. In connection with 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 pursuant to this Agreement is
secret, proprietary and of great value to each Party which value may be impaired if the secrecy of
such information 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.

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. Unauthorized bank communication: Neither Party is allowed to contact the bank of the other
Page 6 of 14
PARTY A PARTY B
Agreement Number: MT103-ALFA-08092024
Transaction Code : MT103-ALFA-08092024
Date: October 07, 2024
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 transaction becomes null
and void.
7. CODES OF IDENTIFICATION:
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 remain unchangeable within this Agreement duration,
including all rollovers, extensions and additions.
8. COMMUNICATION:
Communication with banks will be limited to those between the Investor’s bank and Developer’s
bank and only by between 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 prior written consent of the named account holders. 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-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.

9. VALIDITY:
Once this Agreement is signed by both Parties the transaction shall begin sooner, including
Saturdays and Sunday and any bank holidays.

10. FULL UNDERSTANDING:


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.

The Parties hereto accept that should the present Agreement partially or in full be found invalid or
unenforceable pursuant to judicial decree or by virtue of any international regulations related to
bank confirmation of USD/EUR validity, this Agreement shall be reconstructed upon mutual
consent and agreement of both Parties to this commercial Agreement. Until the physical exchange
of original hard copies, the acknowledged fax and/or e-mail copies of this Agreement shall be
deemed original. The commission payable under this Agreement is to be distributed in accordance
with the Irrevocable Fee Protection Agreement.
11. ASSIGNMENT:
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 assigner's full contact particulars.

12. TERM OF AGREEMENT:


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, enforce ability, performance, execution, validity and
any other such matter of this Agreement, which shall remain in full force and effect until
completion of the said transaction and it is legally binding upon the Parties signatories, their heirs,
successors and assigns, agents, principals, attorneys and all associated partners involved in this
Agreement/contract/transaction.

Page 7 of 14
PARTY A PARTY B
Agreement Number: MT103-ALFA-08092024
Transaction Code : MT103-ALFA-08092024
Date: October 07, 2024

13. LAW AND ARBITRATION.


This Agreement is a full recourse commercial commitment enforceable under the laws of
jurisdiction of the countries where this transaction is effectuated, and any dispute is to be resolved
under the ICC rules for arbitration. In case of Non-Performance at any stage of this Agreement after
having it signed and registration by Receiver's Bank, the Filing Party shall be obliged to pay a Penalty
of 3% (Three Percent) of the value of this UIPO, and in case, that the Failing Party will refuse to pay,
the appointed The London Court of International Arbitration (UK) and by signing this UIPO, both
Parties agree on that nomination.

14.1 All disputes and disagreements which can arise during execution of the present agreement or
in connection with it, will be solved by negotiation between the Parties. In case the Parties will not
come to the agreement, the disputes and disagreements are to be settled by The London Court of
International Arbitration (UK) made up by one arbitrator.

14.2. The Parties hereto acknowledge and agree that any discrepancy and/or dispute in application
of this Agreement. will be solved amicably. If it is not possible, the arbitration procedure is to be
followed.

14.3. 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 be considered invalid or unenforceable, then, the reminder part of this
Agreement shall not be affected (if agreeable by both Parties) and shall be enforced to the greatest
extend permitted by law.

15. FURTHERMORE WE, THE UNDERSIGNED PARTIES, HEREBY SWEAR UNDER THE
INTERNATIONAL LAWS OF 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 BANK-OFFICERS ARE FULLY AWARE OF, HAVE
APPROVED AND ARE READY PROCEED WITH THIS TRANSACTION.
16. SIGNATURES OF THE PARTIES:
With full legal, and corporate authority to sign this Agreement, the INVESTOR & PARTNER Agrees
on above conditions & append their signature as below in complete acceptance of above terms &
conditions.

NOW, THEREFORE, it is agreed as follows:


WHEREAS, are individually known as Investor and Partner and jointly known as Parties; and
WHEREAS Investor is holding an account with cash funds to be transferred to Partner designated
account from one of the AGREED INSTRUMENTS as listed in TYPE OF INSTRUMENT AVAILABLE in
clause DETAILS OF TRANSACTION aiming at investments: and

WHEREAS Partner is ready, willing, and able to receive said cash funds into its designated account
from one of the AGREED INSTRUMENTS as listed in TYPE OF INSTRUMENT AVAILABLE in clause
DETAILS OF TRANSACTION and to execute the distribution and transfer of said received funds to
designated parties and bank accounts via SWIFT MT103, in accordance with the terms and
conditions in this Agreement: and

WHEREAS Partner has further made arrangement with a third party (hereinafter referred to as
Facilitator), to facilitate the execution of the said delivery of cash funds for investments and Partner
and Facilitator shall authorize and instruct their designated Trustee to receive said funds and
proceed on the agreed distribution and transfer of cash funds, in accordance with the terms and
conditions in this Agreement.

Page 8 of 14
PARTY A PARTY B
Agreement Number: MT103-ALFA-08092024
Transaction Code : MT103-ALFA-08092024
Date: October 07, 2024
The Parties hereto covenant and agree that each of them will execute such other and further
instruments and/or documents as may become reasonably necessary so as to effectuate the
purpose of this Agreement.

SIGNATURES:
Agreed and accepted by both Parties
INVESTOR OR PARTY A MANAGER OR PARTY B

REPRESENTED REPRESENTED BY:


BY:
TITLE: TITLE :
PASSPORT №: PASSPORT №:
PLACE OF ISSUE: PLACE OF ISSUE:
ISSUE DATE: ISSUE DATE
EXPIRY DATE: EXPIRY DATE:

This Irrevocable Master Fee Protection Agreement (IMFPA) which will be part in the PGL covers the
initial contract and shall include any renewals extensions, rollovers, additions, or any new transfer
contract any how originated from this transaction because of the above intermediaries or changing
codes of the initial contract entered between the receiver and seller.

This IMFPA and any subsequent issue pay orders shall be assignable transferable and divisible shall
not be amended without the express written and notarized consent of the receiving beneficiary. All
parties agree neither to circumvent nor to attempt circumvent either for the transaction of this
current contract or in the future for period of three (3) years from the date of the execution of this
fee protection agreement. This document binds all parties, their employees, Associates transfers
and assigns or designates. All fazes and or emailed signatures shall be considered as original
signatures for the purposes of binding all parties to this agreement. This document may be signed
in any number of counterparts all of which shall be taken together and shall constitute as being
one &same instrument. Any party may enter into this document and the agreement constituted
thereby signing any counterpart any time, date or period mention in any provision of this document
shall only be amended by agreement in writing and signed off by the parties concerned.
furthermore, we agree that any all commissions due shall be paid it the beneficiary as a result of
any extensions or rolls of the contract and that we shall affect all necessary documentation with
our bank without any undue delays to ensure such commissions and paid within the terms of the
agreement.
Page 9 of 14
PARTY A PARTY B
Agreement Number: MT103-ALFA-08092024
Transaction Code : MT103-ALFA-08092024
Date: September 11, 2024

PARTIAL INVALIDITY
The illegality, invalidity, and non-enforceable provision of this document under the laws of any
jurisdiction shall not affect its illegality, validity, or enforceability under the law of any other
jurisdiction or provision.

GOVERNING LOW AND JURISDICTION:


This document shall be governed &construed in accordance with current America or I.C.C
400/500/600 signed between partners NCND laws.

ARBITRATION:
All parties agree to refer any disputes between the parties arising out of or in connection with this
agreement including any questions regarding its exciting, validity or termination to arbitration rules
of the international arbitration center (I.A.C). The appointed arbitrator shall hold the proceeding in
any country chosen by the parties and the rules of the IAC shall apply. This document is signed
and accepted by parties named below as to be included in the main contract.

INVESTOR / PARTY-A PASSPORT COPY

Page 10 of 14
PARTY A PARTY B
Agreement Number: MT103-ALFA-08092024
Transaction Code : MT103-ALFA-08092024
Date: September 11, 2024
CERTIFICATE OF INCORPORATION OF PARTY A

Page 11 of 14
PARTY A PARTY B
Agreement Number: MT103-ALFA-08092024
Transaction Code : MT103-ALFA-08092024
Date: September 11, 2024
PARTY- B (DEVELOPER’S) PASSPORT COPY:

Page 12 of 14
PARTY A PARTY B
Agreement Number: MT103-ALFA-08092024
Transaction Code : MT103-ALFA-08092024
Date: September 11, 2024

CERTIFICATE OF INCORPORATION / BUSINESS LICENSE


OF PARTY B

Page 13 of 14
PARTY A PARTY B
Agreement Number: MT103-ALFA-08092024
Transaction Code : MT103-ALFA-08092024
Date: September 11, 2024

ELECTRONIC DOCUMENT TRANSMISSIONS

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions
of this Contract. As applicable, this agreement shall be:-
Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act' ' or such
other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001)
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United
Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
EDT documents shall be subject to 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.

ELECTRONIC SIGNATURE IS VALID AND LEGALLY BINDING AS ORIGINAL. THE SENDER OR


RECEIVER MAY USE DIGITAL SIGNATURE IN THIS CONTRACT AS LEGAL TENDER.

THE CONTRACT IS FULLY VALID AND CONTRACTLY ENFORCABLE – ON THE DATE OF THE
FIRST TRANCHE IS BANKED BY THE RECEIVER IN ACCORDANCE WITH THIS CONTRACT.

*** THE END OF THE AGREEMENT ***

Page 14 of 14
PARTY A PARTY B

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