AGREEMENT NUMBER: SOC/AES/07092024 1/11
DATE: May 24, 2025
This PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT OF THE TRANSFERS FOR REAL
ESTATE, INFRASTRUCTURE, HEALTH CARE & GREEN ENERGY PROJECT INVESTMENTS VIA SWIFT MT103
WIRE TRANSFER, AGREEMENT NO: SOC/AES/07092024 (hereinafter, referred to, as “ the Agreement” ) is
entered on this Saturday, September 2 1 , 2 0 2 4 , by and between the following parties:
PARTY A / - THE INVESTOR:
COMPANY NAME: DOVER LLC
COMPANY ADDRESS: 2800 WEST 7th Street,DOWNERS GROOVE IL
60515 CHICAGO USA
COMPANY REGN NO 65450022959
REPRESENTED BY: ALVARADO MIGUEL ALEJANDRO
PASSPORT NUMBER: 594505497
DATE OF ISSUE/EXPIRY 23.09.2018/22.09.2028
BANK NAME: DEUTSCHE Bank
BANK ADDRESS: TAUNUSANLAGE 12 60325 FRANKFURT AM MAIN
GERMANY
SWIFT CODE: DEUTDEFFXXX
IBAN: ---
ACCOUNT NUMBER: 898080612479
ACCOUNT NAME: DOVER CORPORATION
And
Party A Party B
AGREEMENT NUMBER: SOC/AES/07092024 2/11
DATE: May 24, 2025
PARTY- B / THE MANAGER:
COMPANY NAME:
COMPANY ADDRESS:
COMPANY REGN NO
REPRESENTED BY:
PASSPORT
NUMBER/COUNTRY
DATE OF ISSUE/EXPIRY
BANK NAME:
BANK ADDRESS:
IBAN:
ACCOUNT NUMBER:
ACCOUNT NAME:
SWIFT CODE:
BANK OFFICER:
BANK E-MAIL:
BANK TEL:
Party A Party B
AGREEMENT NUMBER: SOC/AES/07092024 3/11
DATE: May 24, 2025
WHEREAS Party B has the capacity and will strictly abide by all Banking Laws and Regulations, set through
compliance and due diligence requirements for all
International Banking / Business / Commodity transactions worldwide. Party B has the ability to accept
deposits / funds from around the World, Party B has the
ability to accept / conclude International Global Payment Initiative through SWIFT MT1 0 3 WIRE TRANSFER
WHEREAS Party B will manage all the payment instructions of Party A (the investor). WHEREAS: Party- B is
ready and able to receive this Pay Order as a joint venture investment for all parties herein for the
execution of various infrastructure development projects, & Part- B is ready willing and able to receive
said CASH TRANSFERS from Party-A, these funds will be invested/disbursed by Party-B as per PAYOUT
LIST instructions.
WHEREAS: Party- A represents and warrants, with full corporate and legal responsibility, that he has
permission to enter into this Joint Venture Investment Agreement, as well as declares under penalty of
perjury that the funds as per Party A bank statement hereby noted as Annexure are good, clean, clear,
and free of non-criminal origin, are free and clear of all liens, encumbrances and third parties’ interests.
WHEREAS: Party-B is ready will and able to Receive by way of Cash Transfer via SWIFT MT103 WIRE
TRANSFER which will be disbursed in accordance with Project requirements and with the PAYOUT
LIST instructions.
III. DESCRIPTION OF TRANSACTION
INSTRUMENT
SWIFT MT103 WIRE TRANSFER
DOLLAR
CURRENCY
TOTAL AMOUNT € 100,000,000.00(one HUNDRED
MILLION EUROS) WITH ROLLS &
EXTENSIONS
FIRST TRANCHE € 5,000,000.00 (FIVE MILLION EUROS)
SECOND TRANCHE € 45,000,000.00 (FORTY-FIVEMILLION
EURO)
Party A Party B
AGREEMENT NUMBER: SOC/AES/07092024 4/11
DATE: May 24, 2025
THIRD RANCHE € 50,000,000.00 (FIFTY MILLION
EUROS)
CONSECUTIVE TRANCHES TO BE AGREED
DISTRIBUTION PERIODE SWIFT MT103 WITHIN FIVE BANKING
DAYS AFTER RECEIPT AND CREDITING OF
EACH TRANCHE
PROCEDURES SWIFT MT1 0 3 WIRE TRANSFER:
1 . THE SENDER AND RECEIVER SIGNS THE CONTRACT;
2 . THE SENDER TRANSFERS THE FUNDS AND PROVIDES A COPY OF THE FUNDS TRANSFER TO THE
RECEIVER;
3 . THE RECEIVER WILL VERIFY ITS BANK ACCOUNT;
4 . THE RECEIVER WILL CONFIRM IN WRITING THE ARRIVAL OF THE FUNDS;
5. THE RECEIVER WILL DISTRIBUTE THE FUNDS AS PER THE UNDERLAYING INVESTMENT
AGREEMENTS.
NON-SOLICITATION
Receiver hereby confirms and declares that its associates or representatives, or any other person(s) 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 future transaction. 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
delay( s ) or failure( s ) in performance is(are) not caused by event(s) or circumstance beyond the control
of such party in default.
The term Beyond the Control of Such Party includes Act of War, Rebellion, Fire, Flood, Earthquake or other
natural disasters, and any other cause not within the control of such nonperforming party, or which the non-
performing party by exercise of reasonable diligence is unable to foresee or prevent or remedy.
REPRESENTATIONS AND WARRANTIES
( a ) 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 this transaction.
Party A Party B
AGREEMENT NUMBER: SOC/AES/07092024 5/11
DATE: May 24, 2025
(b) Enforceability. This Agreement constitutes the legal, valid and binding
obligation of such party enforceable in accordance with its terms.
( c ) Consents and Authority. No consents or approvals are required from any governmental
authority or other person for it to enter into this Agreement. All actions on the part of such acting 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.
( d ) No Conflict. The execution and delivery of this Agreement by it and the consummation of the
transactions contemplated hereby by it do not conflict with or contravene the provisions of its
organizational documents or any agreement or instrument by which it or its properties or assets are
bound or any law, rule, regulation, order, or decree to which it or its properties or assets are subject.
( e ) Receiver. It has been afforded the opportunity to seek and rely upon the advice of its own
attorney, accountant, or other professional advisor in connection with the execution of this Agreement.
Both Parties shall do so in respect of each other and under this Agreement written conditions.
MISCELLANEOUS
( a ) 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 both Parties hereto shall be considered as an original, both legally binding and
enforceable for the term of this Agreement.
(b) 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.
( c ) Prior Agreements; Construction; Entire Agreement. This Agreement, including the Exhibits and other
documents referred to herein (which form a part hereof), constitutes the entire agreement of the Parties
with respect to the subject matter hereof, and supersedes all prior agreements and understandings between
them as to such subject matter and all such prior agreements and understandings are merged herein and
shall not survive the execution and delivery hereof. In the event of any conflict between the provisions
of this Agreement and those of any Joint Ventures Agreement, the provisions of the applicable Joint
Venture Agreement shall control.
(d) Amendments. This Agreement may not be amended, altered, or modified except
(i) upon the unanimous by instrument in writing and signed by each of the Investor and Asset Manager.
( e ) Severability. If any provision of this Agreement shall be held or deemed by a final order of a competent
authority to be invalid, inoperative or unenforceable, such circumstance shall not have the effect of rendering
any other provision or provisions herein contained invalid, inoperative or unenforceable, but this
Agreement shall be construed as if such invalid, inoperative or unenforceable provision had never been
contained herein so as to give full force and effect to the remaining such terms and provisions.
(f) 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 and delivered to each of the Parties.
Party A Party B
AGREEMENT NUMBER: SOC/AES/07092024 6/11
DATE: May 24, 2025
(g) Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of Paris. The Parties consent to the exclusive jurisdiction of the Paris
shall be preceded with the according to the principal of the ICC, with any civil action concerning any
controversy, dispute or claim arising out of or relating to this Agreement, or any other agreement
contemplated by, or otherwise with respect to, this Agreement or the breach hereof, unless such
court would not have subject matter jurisdiction thereof, in which event the Parties consent to the
jurisdiction of the ICC as above indicated. The Parties hereby waive and agree not to assert in any
litigation concerning this Agreement the doctrine of forum non-convenient.
(h) 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.
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
( i ) 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.
( j ) 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.
(k) Headings. Headings are included solely for convenience of reference and if there is any conflict
between headings and the text of this Agreement, the text shall control.
(l) No Broker. Each Investor and Asset Manager represents and warrants that it has not dealt with any
broker in connection with this Agreement and agrees to indemnify, defend, and hold harmless each
other party hereto and its Affiliates from all claims and/or damages as a result of this representation
and warranty being false.
( m ) Currency. Any exchange of funds between Sender and Receiver shall be made in the same currency in
which the Sender transferred the investment fund. In addition, all calculations pursuant to this Agreement and
any Joint Venture Agreement shall be based on ICC regulations in Paris.
ARBITRATION
(a) All disputes and questions whatsoever which arises between the Parties to this Agreement and
touching on this Agreement on the construction or application thereof or any account cost, liability to be
made hereunder or as to any act or way relating to this Agreement shall be settled by the arbitration in
accordance with the arbitration laws of the ICC, Paris, France.
(b) Every attempt shall be made to resolve disputes arising from unintended or inadvertent violation of
this contractual Agreement as far as possible amicably. If adjudication is required, local legal process
shall be preceded according to the principal of the ICC as above indicated. Where judicial resolution is
not thereby achieved, this matter shall be settled by the ICC itself and the decision of which all 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.
(c) This Agreement contains the entire agreement and understanding concerning the subject matter
hereof and supersedes and replaces all prior negotiations and proposed agreements, written or oral.
Neither of the Parties may alter, amend,
Party A Party B
AGREEMENT NUMBER: SOC/AES/07092024 7/11
DATE: May 24, 2025
nor modify this Agreement, except by an instrument in writing signed by both
Parties.
( d ) This Agreement will be governed by and construed in accordance with the laws of the United Kingdom.
If either party shall be required to bring any legal actions against the other to enforce any of the
terms of this Agreement the prevailing party shall be entitled to recover reasonable attorney fees and
costs. (e) All Communications will take place on the account to account only. No exceptions, e-
mail, attachments of this document, when duly executed are to be considered originals and binding
documents.
(f) This Agreement once executed by both Parties will become effective as of the date first written above.
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 transferred copy of this
Agreement, duly signed by both Parties, shall be deemed original.
IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon this
Agreement as of this date of the September 21, 2024
INVESTOR OR “PARTY A”: DEVELOPER OR “PARTY B”:
DOVER CORPORATION
SIGNATORY: ALVAREZ MIGUEL ALVARADO SIGNATORY:
PASSPORT NUMBER: 594505497. PASSPORT NUMBER:
COUNTRY OF ISSUE: USA COUNTRY OF ISSUE:
DATE OF ISSUE: 23 .09.2018 DATE OF ISSUE:
DATE OF EXPIRE: 22.09.2028 DATE OF EXPIRE:
DATE SIGNED: September 21, 2024 DATE SIGNED:
Party A Party B
AGREEMENT NUMBER: SOC/AES/07092024 8/11
DATE: May 24, 2025
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
LEFT BLANK INTENTIONALLY
PASSPORT COPY OF PARTY A:
Party A Party B
AGREEMENT NUMBER: SOC/AES/07092024 9/11
DATE: May 24, 2025
Party A Party B
AGREEMENT NUMBER: SOC/AES/07092024 10/11
DATE: May 24, 2025
PASSPORT COPY OF PARTY B
Party A Party B
AGREEMENT NUMBER: SOC/AES/07092024 11/11
DATE: May 24, 2025
CERTIFICATE OF INCORPORATION OF PARTY B:
Party A Party B
AGREEMENT NUMBER: SOC/AES/07092024 12/11
DATE: May 24, 2025
ELECTRONIC DOCUMENT TRANSMISSIONS
EDT’S SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY
PROVISIONS OF THIS CONTRACT. 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) AND
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 DOLLARPEAN 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.
================ END OF DOCUMENT =================
Party A Party B
