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Party-A:: Agreement On Delivery of Cash Funds For Investments Transfer Via Ip/Ip - /IPIP/XXXX-20

This document is an agreement between Party A (Investor) and Party B (Service Provider) for the delivery of €1 billion in cash funds via an IP/IP transfer for investment purposes. Party A will transfer the funds from their Deutsche Bank account to Party B's designated account, who will then distribute the funds according to the agreement: 40% to Party A, 5% to Party A's intermediary, 50% to Party B, and 5% to Party B's intermediary. The funds are to be transferred within 72 hours of the initial IP/IP transfer via SWIFT MT103/202 messages. The agreement outlines the bank details, procedures, representations, and warranties of both parties for the transaction.

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Elizabeth Lukito
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0% found this document useful (0 votes)
703 views15 pages

Party-A:: Agreement On Delivery of Cash Funds For Investments Transfer Via Ip/Ip - /IPIP/XXXX-20

This document is an agreement between Party A (Investor) and Party B (Service Provider) for the delivery of €1 billion in cash funds via an IP/IP transfer for investment purposes. Party A will transfer the funds from their Deutsche Bank account to Party B's designated account, who will then distribute the funds according to the agreement: 40% to Party A, 5% to Party A's intermediary, 50% to Party B, and 5% to Party B's intermediary. The funds are to be transferred within 72 hours of the initial IP/IP transfer via SWIFT MT103/202 messages. The agreement outlines the bank details, procedures, representations, and warranties of both parties for the transaction.

Uploaded by

Elizabeth Lukito
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOC, PDF, TXT or read online on Scribd
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AGREEMENT ON DELIVERY OF CASH FUNDS FOR INVESTMENTS TRANSFER VIA IP/IP

№ - -______________/IPIP/XXXX-20
This Agreement №____, Transaction code:, on delivery of cash funds for investments transfer via IP/IP
(Hereinafter referred to as AGREEMENT) is made and effective on this date of the XX XXXX 2020 by and
between:

PARTY-A:
COMPANY NAME:
COMPANY ADDRESS:
COMPANY REG.NUMBER:
REPRESENTED BY:
PASSPORT No:
DATE OF ISSUE:
DATE OF EXPIRY:
COUNTRY OF ISSUE:
BANK NAME:
BANK ADDRESS:
BIC / SWIFT CODE:
ACCOUNT NAME:
IBAN CODE (EUR):
BANK OFFICER NAME/TITLE:
BANK TELEPHONE / FAX:
With full legal and corporate authority to sign this Agreement (Hereinafter referred to as INVESTOR)
and
PARTY-B:
COMPANY NAME:
COMPANY ADDRESS:
REGISTRATION NUMBER:
REPRESENTED BY:
PASSPORT NO.:
PLACE OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRY:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
ACCOUNT NAME:
COMMON ACCOUNT NUMBER:
ACCOUNT IBAN:
BANK OFFICER:
BANK TEL/FAX:
With full legal and corporate authority to sign this Agreement (hereinafter referred to as SERVICE
PROVIDER).

With full legal and corporate authority to sign this Agreement, in consideration of the premises and the
mutual promises and covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

WHEREAS, are individually known as FIRST PARTY-A and/or INVESTOR sends


€1,000,000,000.00 (ONE BILLION EUROS) WITH ROLLS&EXTENSIONS, WITH THE FIRST TRANCHE
OF
€XXXXXX (XXXXXX XXXXXX EUROS) WITH ROLLS&EXTENSIONS to
SECOND PARTY-В and/or SERVICE PROVIDER and jointly known as PARTIES; and

WHEREAS, INVESTOR is holding an account at Deutsche Bank AG with cash funds to be transferred to
SECOND PARTY’s designated account via IP/IP Code Server aiming at investments; and
WHEREAS, SERVICE PROVIDER is ready, willing and able to receive said cash funds into its designated
account via IP/IP Code Server and to execute the distribution and transfer of said received funds to
designated parties and bank accounts via SWIFT Message MT103/202, in accordance to the terms and
conditions in this AGREEMENT; and
WHEREAS, SERVICE PROVIDER 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
SERVICE PROVIDER 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 to the terms
and conditions in this AGREEMENT;

NOW, THEREFORE, it is agreed as follows:

FIRST PARTY’s STATEMENT:

INVESTOR represents and warrants that it has full corporate responsibility permission to enter into this
AGREEMENT. It hereby declares under penalty of perjury that the funds are good, clean, clear, and free of
non-criminal origin, and are free and clear of all liens, encumbrances and third-party interest.

By signing this AGREEMENT, INVESTOR represents and warrants that it is giving to SERVICE PROVIDER and its
designated parties, full legal authority to download said cash funds via IP/IP Code Server and distribute
and transfer cash funds via SWIFT Message MT103/202, as per agreed terms and conditions in this
AGREEMENT.

DETAILS OF TRANSACTION:

Instrument: CASH TRANSFER VIA IP/IP


Total Face Value: € 1,000,000,000.00
The First Tranche: €
Subsequent Tranches: TO BE AGREED
Sharing Ratio for Investor : 40%
Sharing Ratio for Investor Intermediary: 5%
Sharing Ratio for Service provider: 50%
Sharing Ratio for Service provider Intermediary: 5%

Payment: SWIFT MT103/202 WIRE TRANSFER


Note: PAYMENT WITHIN 72 HOURS AFTER THE TRANSFER VIA IP/IP

PROCEDURES:
1. INVESTOR AND SERVICE PROVIDER 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.
2. SERVICE PROVIDER IS OBLIGATED TO PROVIDE THE INVESTOR WITH NECESSARY DETAILS
(ACCOUNT, BENEFICIARY CODES, PASSWORD, ID CODE ETC) FOR THE UPLOAD OF THE FUNDS TO THE
SERVICE PROVIDER`S ACCOUNT BY THE INVESTOR'S BANK OFFICER.
3. THE INVESTOR WILL PROVIDE TO THE SERVICE PROVIDER A SECURE COPY OF THE SERVER
SLIP WITH THE DETAILS OF THE TRANSFER (ACCOUNT, BENEFICIARY, AMOUNT, ID CODE,
TRANSACTION CODE ETC). THIS SCREEN WILL BE MISSING THE FINAL CODES FOR COMPLETE THE
DOWNLAOD OF THE FUNDS INTO THE SERVICE PROVIDER 'S CORPORATE ACCOUNT.
4. THE INVESTOR PROVIDES SWIFT MT 199 - INFORMATIONAL MESSAGE.
5. UPON THE SUCCESSFUL DOWNLOADING OF THE FUNDS, SERVICE PROVIDER ’S BANK OFFICER
IS RESPONSIBLE TO BLOCK AND TO RE-DISTRIBUTE, FOR RE-INVESTMENT PURPOSES, THE FUNDS VIA
SWIFT MT103/202, FEES PAID BY THE SERVICE PROVIDER ACCORDING TO THE INVESTOR’S WRITTEN
ORDER AND THE PGL HEREBY. THE SERVICE PROVIDER BANK OFFICER WITH THE HELP OF THE
SERVICE PROVIDER WILL HAVE THE OBLIGATION TO ESTABLISH THE NEEDED SUB ACCOUNTS IN THE
SERVICE PROVIDER BANK FOR THE PARTIES INVOLVED AS PER THE PGL HEREBY.

NOTE: THE SERVICE PROVIDER HEREBY CERTIFIES THAT THE DOCUMENTS MENTIONED IN THE
ARTICLES 3 AND 4 OF THIS PROCEDURE IS NECESSARY AND CONDITIONS ARE SUFFICIENT FOR THE
SUCCESSFUL COMPLETION OF THE TRANSACTION. THE PARTIES SHALL NOT NOMINATE ADDITIONAL
REQUIREMENTS FOR SUBMISSION OF DOCUMENTATION AND OTHER BANK CONFIRMATIONS.

Please note: there is no Investor’s bank officer involvement at any stages of the download. No phone or
screen verification a tall. Please make sure that SERVICE PROVIDER ’s bank officer will not be provided
by any authorization or contact with Investor's bank officer. The SERVICE PROVIDER hereby agrees and
confirms that the Investor is to provide him with a copy of server slip only. No any other documents will
be required by the SERVICE PROVIDER from the Investor during fulfillment thereof.

INVESTOR BANK DETAILS – PARTY A


BANK INSTITUTION:
BANK ADDRESS:
BANK ACCOUNT NAME:
COMPANY ADDRESS:
IBAN:
REPRESENTED BY:
BIC / SWIFT CODE:
BANK OFFICER NAME:
BANK OFFICER TELEPHONE:
CLEARING HOUSE CODE:
GLOBAL SERVER ID:
GLOBAL SERVER IP:
IDENTITY CODE:
FARM NAME:
RECEIVING SERVER IP:
LOGON SERVER:
LOGON DOMAIN:
WTS SERVER:
IMAD:
MNT-BV:
COMMON ACCOUNT No:

RECEVER BANK DETAILS - PARTY B


BANK NAME
BANK ADRESS
SWIFT CODE
BANK OFFICER’S NAME/(SERVER MAN)
BANK TEL. / FAX
ACCOUNT NAME
ACCOUNT NUMBER / IBAN
IBAN CODE:
SORT CODE
COMMON ACCOUNT NUMBER
SERVER ID/ ASN / DECIMAL
SERVER IP
PORT ARRIVAL ID TCP PORT
LATITUDE LONGITUDE
IP DECIMAL /IP HEX / IP BINARY PING
INTENTUM/IDENTITY CODE
TRANSACTION ID CODE
IMAD NO. /ALTERNATIVE IMAD NO.
RECEIVER REFERENCE NO.
UTR - UNIQUE TRANSACTION
REFERENS. NO.
WTS SERVER
RECEIVING SERVER IP
RECEIVING SERVER ID
COMMON ACCOUNT NUMBER:
TRANSFER CODE
IDENTITY CODE
LOGON DOMAIN
LOGON SERVER ID
REFERENCE NUMBER
UNIQUE TRANSACTION NO: (UTR)
INTERNET SERVER ID.
SERVER IP
COMMON ACCOUNT NUMBER
WTS SERVER
SORT CODE
GLOBAL SERVER ID (ORIGIN):
GLOBAL SERVER IP:
IDENTITY CODE:
ACCOUNT NUMBER:
CURRENCY EURO, TOTAL AMOUNT:
CLIENT NAME:
TRANSACTION ID:
STATISTICAL SERVER IP
SERVER LOGIN
LOGIN PASSWORD
IP LOGIN LINK TO SERVER
USER NAME
FIRST TRANCH
SORT CODE
ACCESS CODE:
IMAD:
CLIENT NUMBER
PERMIT ARRIVAL MONEY NR
FARM NAME

SERVICE PROVIDER hereby confirms and declares that INVESTOR, its associates or representatives or
any person or persons on its behalf has/have never been solicited by any party, its shareholders or
associates or representatives in any way whatsoever that can be construed as a solicitation for this
transaction or for future transactions. Any delay in or failure of performance by either party of their
respective obligations under this agreement shall constitute a breach hereunder and will give rise to
claims for damages if, and to the extent that such delays or failures in performance are not caused by
events or circumstance beyond the control of such party. The term “Beyond the Control of Such Party”
includes Act of War, Rebellion, Fire, and Flood, Earthquake or other natural disasters. Any other cause not
within the control of such party or which is by exercise of reasonable diligence, the party will be unable to
foresee or prevent or remedy.
REPRESENTATIONS AND WARRANTIES
Organization It is duly organized, validly existing and in good standing under the laws of its jurisdiction
of formation with all requisite power and authority to enter into this AGREEMENT, to perform its
obligations hereunder and to conduct the business of the Program and the Subsidiaries.
Enforceability This AGREEMENT constitutes the legal, valid and binding obligation of such party enforceable
in accordance with its terms.
Consents and Authority No consents or approvals are required from any governmental authority or other
Person for it to enter into this AGREEMENT. All action on the part of such party necessary for the
authorization, execution and delivery of this AGREEMENT and the consummation of the transactions
contemplated hereby by such party, have been duly taken.
No Conflict . The execution and delivery of this AGREEMENT by it and the consummation of the transactions
contemplated hereby by it do not conflict with or contravene the provisions of its organizational documents
or any agreement or instrument by which it or its properties or assets are bounder any law, rule,
regulation, order or decree to which it or its properties or assets are subject.
SERVICE PROVIDER . It has been afforded the opportunity to seek and rely upon the advice of its own
attorney, accountant or other professional advisor in connection with the execution of this AGREEMENT. The
PARTIES shall do so in respect of each other and under this AGREEMENT written conditions.
MISCELLANEOUS Notice(s) The two authorized signatories will execute any modifications, amendments, and
addendums or follow on contracts respectively. When signed and referenced to this AGREEMENT, whether
received by mail or facsimile transmission as all and any facsimile or photocopies certified as true copies
of the originals by the PARTIES hereto shall be considered as an original, both legally binding and enforceable
for the term of this AGREEMENT.
Specific Performance; Other Rights. The PARTIES recognize that several of the rights granted under this
AGREEMENT are unique and, accordingly, the PARTIES shall, in addition to such other remedies as may be
available to them at law or in equity, have the right to enforce their rights under this AGREEMENT by actions
for injunctive relief and specific performance.
Prior Agreements; Construction; Entire Agreement This AGREEMENT, including the Exhibits and other
documents referred to herein (which form a part hereof), constitutes the entire agreement of the
PARTIES with respect to the subject matter hereof, and supersedes all prior agreements and understandings
between them as to such subject matter and all such prior agreements and 6 understandings are merged
herein and shall not survive the execution and delivery hereof. In the event of any conflict between the
provisions of this AGREEMENT and those of any joint ventures agreement, the provisions of the applicable
joint venture agreement shall control.
Amendments This AGREEMENT may not be amended, altered or modified except (i) upon the unanimous by
instrument in writing and signed by each of INVESTOR and SERVICE PROVIDER .
Severability If any provision of this AGREEMENT shall be held or deemed bya final order of a competent
authority to be invalid, inoperative or unenforceable, such circumstance shall not have the effect of rendering
any other provision or provisions herein contained invalid, inoperative or unenforceable, but this Agreement
shall be construed as if such invalid, inoperative or unenforceable provision had never been contained herein
so as to give full force and effect to the remaining such terms and provisions.
Counterparts This AGREEMENT may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or more such counterparts
have been signed by each of the PARTIES and delivered to each of the PARTIES.
Applicable Law; Jurisdiction This AGREEMENT shall be governed by and construed in accordance with the
laws of the Kingdom of England.
Waiver of Jury Trial The PARTIES hereto hereby irrevocably and unconditionally waive trial by jury in any
legal action or proceeding relating to this AGREEMENT and for any counterclaim therein.
Arbitration Every attempt shall be made to resolve disputes arising from unintended or inadvertent violation
of this contractual agreement as far as possible amicably. In the event that adjudication is required local legal
process shall be preceded with according to the principal of the ICC as above indicated. Where judicial
resolution is not there by achieved, this matter shall be settled by the ICC it self and the decision of
which the PARTIES shall consider to be final and binding. No State court of any nation shall have subject
matter jurisdiction over matters arising under this AGREEMENT.
No Rights of Third Parties This AGREEMENT is made solely and specifically between and for the benefit of
the parties hereto and their respective members, successors and assigns subject to the express provisions
hereof relating to successors and assigns, and (ii) no other Person whatsoever shall have any rights, interest,
or claims hereunder or be entitled to any benefits under or on account of this AGREEMENT as a third-
party beneficiary or otherwise.
Survival The covenants contained in this AGREEMENT which, by their terms, require performance after the
expiration or termination of this AGREEMENT shall be enforceable notwithstanding the expiration or other
termination of this AGREEMENT.
Headings are included solely for convenience of reference and if there is any conflict between headings and
the text of this AGREEMENT, the text shall control.
Currency. Any exchange of funds between INVESTOR and SERVICE PROVIDER shall be made in the same
currency in which INVESTOR transferred the investment fund (Article III; Section 3.0.5.; (b)). In addition,
all calculation pursuant to this AGREEMENT and any join tenure agreement shall be based on ICC
regulations.

IN WITNESS WHERE OF, the PARTIES have hereunto executed this AGREEMENT on this .

For and on behalf of the INVESTOR For and on behalf of the SERVICE PROVIDER

I, Mr.xxxxxx, HEREBY SWEAR UNDER THE I, Mr. XXXXXX, HEREBY SWEAR UNDER THE
INTERNATIONAL LAWS OF PERJURY AND FRAUD THAT INTERNATIONAL LAWS OF PERJURY AND FRAUD THAT
THE INFORMATION PROVIDEDBY ME HEREIN IS THE INFORMATION PROVIDEDBY ME HEREIN IS
ACCURATE AND TRUE AND THAT I HAVE READ AND ACCURATE AND TRUE AND THAT I HAVE READ AND
UNDERSTOOD THE FULL AGREEMENT. SIGNED AND UNDERSTOOD THE FULL AGREEMENT. SIGNED AND
SEALED ON THE DATE INDICATED BELOW BY THE SEALED ON THE DATE INDICATED BELOW BY THE
SIGNATURE. SIGNATURE.

REPRESENTED BY: REPRESENTED BY:


TITLE: TITLE:
PASSPORT NUMBER: PASSPORT NUMBER:
COUNTRY OF ISSUE: COUNTRY OF ISSUE:
DATE OF ISSUE: DATE OF ISSUE:
DATE OF EXPIRY: DATE OF EXPIRY:
DATE: DATE:
ANNEX 1
INVESTOR PASSPORT COPY
ANNEX 2
INVESTOR IN CORPORATION CERTIFICATE COPY

ANNEX 3
SERVICE PROVIDER PASSPORT COPY
ANNEX 4
SERVICE PROVIDER IN CORPORATION CERTIFICATE COPY
ANNEX 5
SWIFT MT199 SPECIMEN

XX/XX/19 XX: XX UTC+XX:XX


-------------------------------------------------------Instance Type and Transmission -----------------------------------------
Notification (Transmission) of original sent to SWIFT ACK Network Delivery Status: Network ACK
Priority / Delivery: Normal Message Input Reference: xxxxxxx
-----------------------------------------------------------------Message
Header-----------------------------------------------------
Swift Input: MT199 Confirmation
INVESTOR:
NAME: DEUTSCHE BANK
BANK ADDRESS: , GERMANY
APPLICANT:
ACCOUNT NO:
SWIFT CODE:

SERVICE PROVIDER : ……………………………….


BANK NAME: ……………………………. (…………… BRANCH)
BANK ADDRESS: ……………………………………..
ACCOUNT NO: ………………….
SWIFT CODE: ……………….
ACCOUNT NAME: …………………..
---------------------------------------------------SWIFT MESSAGE TEXT--------------------------------------------
WE, DEUTSCHE BANK LOCATED AT , GERMANY WITH FULL BANK RESPONSIBILITY HEREBY CONFIRM
OUR UNCONDITIONAL, IRREVOCABLE, ASSIGNABLE, TRANSFERABLE CASH BACKED STANDING
TRANSFER VIA IP/IP FOR ………………………. (……………… BRANCH) WITH ACCOUNT NUMBER
…………………………. IN THE AMOUNT OF EUR , ……..00 ( MILLION …… EUROS)ON SENT DATE 28TH
AUG,2019, STARTING TIME: 18:01:26 AND ENDING TIME:18:45:31 FOR PROJECT INVESTMENTS
PURPOSE (TRANSACTION CODE: …………………, AGREEMENT NUMBER: …………………… REFERENCE:
EXCLUSIVE BENEFITS FOR ……………………………. (……………………… BRANCH).
WE HEREBY CONFIRM THAT THE DEAL HAS BEEN AUTHORIZED AND CONFIRMED BY OUR CLIENT
COMPANY , REPRESENTED BY ITS DIRECTOR, MR. , PASSPORT NUMBER , UNDER ACCOUNT
NUMBER . WE HEREBY CONFIRM THAT THESE FUNDS ARE CLEAN AND CLEAR FROM ANY
LEGAL ISSUE FOR AND ON BEHALF OF DEUTSCHE BANK AG LOCATED AT , GERMANY FOR BENEFIT OF
……………………………. (…………………. BRANCH), FOR FURTHER USE IN THE ……………………………….
(…………………………. BRANCH), ACCOUNT NAME: …………………… WITH ACCOUNT NUMBER: …………………...

AUTHORIZED BANK OFFICER AUTHORIZED BANK OFFICER

[name] [name]
xxxxxx Officer xxxxxx Officer
[PIN] [PIN]

-----------------------------------------------------MESSAGE TRAILER-----------------------------------------------------
{ CHK : xxxxxxx }
PKI Signature: MAC – Equivalent
-----------------------------------------------------------------Interventions--------------------------------------------------------
Category: Network Report Creation Time: xxxxxx Application: SWIFT Interface Operator: SYSTEM
-------------------------------------------------------------------------------------------------------------------------------------------
ANNEX 6
PAYMENT GUARANTEE LETTER (PGL)

I, MR. XXXXX XXXXX, PASSPORT № XXXXXXXX, DIRECTOR AND LEGALLY REPRESENTING A COMPANY
XXXXX XXXXXXXXX , ACTING WITH FULL LEGAL AND CORPORATE RESPONSIBILITY AS THE “PAYER” OF
THE INVESTMENT FUNDS, HEREBY IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST OR
NOTIFICATION, WITHOUT PREJUDICE, RECOURSE OR DELAY GUARANTEE TO MAKE ALL PAYMENTS IN AMOUNT
EQUAL TO xx% (xx PERCENT) OUT OF TOTAL INCOMES/RETURNS/PROFITS TO THE BANK ACCOUNTS DESIGNATED BY
THE INVESTOR AND AGENTS. ALL PAYMENTS ENTITLED TO THE BENEFICIARIES LISTED ON THIS DOCUMENT, VIA
SWIFT MT103/202 WIRE TRANSFER AND SIMULTANEOUSLY UPON THE RECEIPT OF EACH AND EVERY CASH FUNDS
CREDIT TO OUR CORPORATE ACCOUNT (BUT AT ANY CASE NOT LATER THAN WITHIN 3 BANKING DAYS AFTER RECEIPT
OF FUNDS TO UR BANK’S ACCOUNT).
THIS PGL IS OUR IRREVOCABLE PAY-ORDER TO THE PROJECT DEVELOPERS AND CONSULTANTS IS AND SHALL
REMAIN AN INTRICATE PART OF THE ABOVE REFERENCED AGREEMENT BETWEEN THE INVESTOR AND THE SERVICE
PROVIDER.
THIS PGL BECOMES EFFECTIVE ONLY SUBJECT TO RECEIPT OF FIRST INVESTMENT FUNDS TRANCHE TRANSFER TO
OUR CORPORATE ACCOUNT.
THIS PAY ORDER SHALL REMAIN IN EFFECT UNTIL THIS TRANSACTION, INCLUDING ANY RENEWALS,
EXTENSIONS AND ADDITIONS ARE FULLY COMPLETED.

ARBITRATION:
ALL DISPUTES AND QUESTIONS WHATSOEVER WHICH ARISES BETWEEN THE PARTIES TO THIS AGREEMENT AND
TOUCHING SUBJECT OF THIS PGL ON CONSTRUCTION OR APPLICATION THEREOF OR ANY ACCOUNT COST,
LIABILITY TO BE MADE HEREUNDER OR AS TO ANY ACT OR WAY RELATING TO THIS PGL SHALL BE SETTLED BY THE
ARBITRATION IN ACCORDANCE WITH THE ARBITRATION LAWS OF THE ICC. THIS PGL CONTAINS THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN PAYER AND BENEFICIARIES CONCERNING 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 AGREEMENT, EXCEPT BY AN INSTRUMENT IN
WRITING SIGNED BY BOTH PARTIES.
THIS PGL WILL BE GOVERNED BY AND IS CONSTRUED IN ACCORDANCE WITH THE LAWS OF EU. IN THE EVENT
THAT ANY PARTY SHALL BE REQUIRED TO BRING ANY LEGAL ACTIONS AGAINST THE PAYER, IN ORDER TO
ENFORCE ANY OF THE TERMS OF THIS PGL, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER
REASONABLY ATTORNEY FEES AND COSTS.
THIS PGL, IF/WHEN TRANSMITTED BY FACSIMILE OR ELECTRONIC MAIL SHALL BE CONSIDERED AN
ORIGINAL, LEGALLY ENFORCEABLE DOCUMENT. GENERALLY RECOGNIZED INTERNATIONAL STANDARDS OF NON-
CIRCUMVENTION AND 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 WHEN FULLY COMPLETED AND WE AGREE TO RESPECT THOSE.

WE HEREBY DECLARE THAT WE ARE FULLY AWARE THAT THE INFORMATION RECEIVED FROM YOU IS IN
DIRECT RESPONSE TO OUR REQUEST AND IS NOT IN ANY WAY CONSIDERED OR INTENDED TO BE A SOLICITATION
OF FUNDS OF ANY SORT, OR ANY TYPE OF OFFERING, AND IS INTENDED FOR OUR GENERAL KNOWLEDGE ONLY.
WE HEREBY AFFIRM, UNDER PENALTY OF PERJURY, THAT WE HAVE REQUESTED INFORMATION FROM YOU AND
YOUR ORGANIZATION BY OUR CHOICE AND FREE WILL, AND FURTHER THAT YOU HAVE NOT SOLICITED US IN ANY
WAY.
FURTHERMORE, BENEFICIARIES OF INVESTMENTS AND MASTER PAYMASTERS ARE NOT ADVISORS OF ANY KIND.
PARTIES TO THIS PGL AND THE REFERENCED AGREEMENT ARE INDEPENDENT CONTRACTORS AND ALL
CONTEMPLATED PAYMENTS AND/OR DISBURSEMENTS HEREUNDER ARE DIVIDED INTERESTS.
NOTHING IN THIS AGREEMENT OR PGL CONSTRUES OR CREATES A PARTNERSHIP OR
EMPLOYER/EMPLOYEE RELATIONSHIP BETWEEN OR AMONG THE PARTIES HERETO. ALL TAXES, FEDERAL, STATE OR
OTHER ARE THE INDEPENDENT RESPONSIBILITY OF EACH OF THEPARTIES HERETO. THE ABOVE STATED CODES AND
ANY OTHER IDENTIFICATION CODE SHALL REMAIN THE SAME AND SHALL NOT BE CHANGED UNTIL THIS
TRANSACTION, INCLUDING ANYRENEWALS, EXTENSIONS AND ADDITIONS, ARE FULLY COMPLETED AND WE AGREE
TO RESPECT THOSE.
EDT (Electronic Document Transmissions)
EDT’s shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this
agreement shall:
1. 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) and
2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United
Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
3. EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either
Party may request hardcopy 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 TRANSMISSIONS: Each party is to sign and initial this Agreement and send copies to the other party
via Electronic Mail and shall be considered the same as an original. When each party has completed copies of this
Electronic Mail from the other party, the Agreement is considered to be finalized by all parties. The parties
consent and agree to be bound contractually by electronic communications relative to the matters addressed in
this Agreement. By executing this Agreement both parties acknowledge that they have the hardware and software
required to receive and transmit communications (emails and email attachments) electronically to each other, in
generally-acceptable business formats (such as, but not limited to, Microsoft Excel PowerPoint). Both parties specifically
agree to do business with each other electronically. 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.

THE TRANSACTION CODE MAY BE AMENDED ONLY BY WRITTEN AGREEMENT BETWEEN ALL PARTIES HERETO. THIS
TRANSMISSION VIA E-MAIL OR FACSIMILE WILL BE ACCEPTED AS AN ORIGINAL, AND I CONFIRM THAT I HAVE FULL
AUTHORITY TO EXECUTE THIS PGL.
THIS PGL SHALL COME INTO EFFECT ONLY AFTER SIGNING OF THE FINAL AGREEMENT AND AGREEING THE
TRANCHE SCHEDULE, WHICH SHALL BE LODGED IN OUR BANK PRIOR TO OR SIMULTANEOUSLY AFTER RECEIPT
OF THE FIRST TRANCHE TO OUR BANK’S COMMON ACCOUNT, AND A COPY OF IT SHALL BE FORWARDED BY OUR
RECEIVING BANK’S OFFICER TO EACH BENEFICIARIES GROUP REPRESENTING MASTER PAYMASTER BY E-MAIL FOR THE
OFFICIAL RECORDS AND TO CONFIRM THE DEPOSIT OF THIS PGL INSTRUMENT.
ANY OFFICIAL NOTICE(S) EXCHANGED BY THE PARTIES HERETO, SHALL BE SENT TO THE FIRST MENTIONED
ADDRESS(S) HEREIN OR AS MAY BE ATTACHED BY ADDENDA HERETO.
A FACSIMILE OR ELECTRONICALLY VIA E-MAIL TRANSMITTED COPY OF THIS DULY SIGNED DOCUMENT BY
BOTH PARTIES SHALL BE DEEMED ORIGINAL.

I, MR. XXXXXXX XXXXXX, HEREBY AGREE THAT THE DISBURSEMENT OF FUNDS TO AGENTS AND
INTERMEDIARIES OF PARTIES REFERRED ARE AS FOLLOWS.
REQUIRED MESSAGE: ALL TRANSFER INSTRUCTIONS SHALL STATE “FUNDS ARE CLEAN, CLEARED AND ARE NOT
OF CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEFICIARY BANK”.

Mr. XXXXXXXXX XXXXX


DIRECTOR
BANK COORDINATES
(A) | INVESTOR — A.1 —
“on each transaction amount, including rolls & extension, to be forward for client/paymaster to
the following account(s): 40%

COMPANY PAYMASTER
NAME

COMPANY PAYMASTER
ADDRESS

BANK NAME:

BANK ADDRESS:

ACCOUNT HOLDER:

ACCOUNT NUMBER EURO

SWIFT CODE:

BANK OFFICER NAME:

BANK PHONE/FAX/@:

SPECIAL WIRE INSTRUCTION /REQUIRED MESSAGE | Pre-advice must be sent via Swift prior to
wiretransfer&mailedanotificationimmediatelyuponeachtransferpaymenttogetherwith the
transactions code/s to: (email) Beneficiary /Paymaster can change at any time his provided bank
account on this contract witch annex and inform to the Provider directly. 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.
AGREEMENT NUMBER №: XXXXX
TRANSACTION CODE: XXXXX
DATE: 14/15

(B) | INVESTOR INTERMEDIARY— A.1—


“on each transaction amount, including rolls & extension, to be forward for
client/paymaster to the following account(s): 5%

PAYMASTER NAME
PAYMASTER
ADDRESS
BANK NAME:

BANK ADDRESS:

ACCOUNT HOLDER:
ACCOUNT NUMBER
USD;
REPRESENTED BY:

SWIFT CODE:
SPECIAL WIRE INSTRUCTION /REQUIRED MESSAGE | Pre-advice must be sent via
Swift prior
towiretransfer&mailedanotificationimmediatelyuponeachtransferpaymenttogetherwith the
transactions code/s to: EMAIL. Beneficiary /Paymaster can change at any time his
provided bank account on this contract witch annex and inform to the Provider directly. 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.

INVESTOR SERVICE PROVIDER


AGREEMENT NUMBER №: XXXXX
TRANSACTION CODE: XXXXX
DATE: 15/15

(B) | SERVICE PROVIDER IMTERMEDIARY — A.2—


“on each transaction amount, including rolls & extension, to be forward for client/paymaster to the
following account(s): 5%

PAYMASTER NAME
BANK NAME:

BANK ADDRESS:

ACCOUNT HOLDER:

ACCOUNT NUMBER (USD)

SWIFT CODE:

BANK CODE:

SPECIAL WIRE INSTRUCTION /REQUIRED MESSAGE | Pre-advice must be sent via Swift prior
towiretransfer&mailedanotificationimmediatelyuponeachtransferpaymenttogetherwith the transactions
code/s to: email. Beneficiary /Paymaster can change at any time his provided bank account on this contract
witch annex and inform to the Provider directly. 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.

END OF AGREEMENT

INVESTOR SERVICE PROVIDER

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