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Gpi Immobilien Violin

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0% found this document useful (0 votes)
68 views13 pages

Gpi Immobilien Violin

Uploaded by

Roberto Campos
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 13

JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT OF THE

TRANSFERS VIA SWIFT GPI CASH TRANSFER


AGREEMENT No: L022_GCUBE-VIOLIN_MEX09011965
TRANSACTİON CODE No: DEUT991276315879
DATE: 23 AUGUST 2022

SWIFT GPI
PARTNERSHIP AGREEMENT

No. L022_GCUBE-VIOLIN_MEX09011965

ON THE DELIVERY VIA SWIFT MESSAGE MT 103


GPI CASH TRANSFER

Between

IMMOBILIEN PARTNER GMBH


AS INVESTOR

&

VIOLIN ASSET INVESTMENT COMPANY LIMITED


AS DEVELOPER

PARTY A Page 1 of 13 PARTY B


JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT OF THE
TRANSFERS VIA SWIFT GPI CASH TRANSFER
AGREEMENT No: L022_GCUBE-VIOLIN_MEX09011965
TRANSACTİON CODE No: DEUT991276315879
DATE: 23 AUGUST 2022

AGREEMENT PARTNERSHIP AGREEMENT ON INVESTMENT MANAGEMENT


(ALL TRANSFERS DONE VIA GPI CASH TRANSFER)
This PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT OF THE TRANSFERS FORPURPOSE OF FUNDS IN
MULTIPLES PROJECTS, COMMODITIES TRADING , INFRASTRATURE, DIGITIAL CURRENCY, TEXTILES PROJECTS, DIGITIAL
TECHNOLOGY, TRANSPORT SEA, ROAD, AIR LINES, GAS, OIL, PETROLIUM PRODUCTS AND/OR ANY PRODUCTS,
PROJECTS AS PER THE OPTION OF SECOND PARTIES ETC. , INVESTMENTS VIA SWIFT GPI CASH TRANSFER (Hereinafter,
referred to, as “the Agreement”) is entered on the date of 08 MARCH, 2022.
By and between the following parties:

PARTY A -THE INVESTOR:


COMPANYNAME: IMMOBILIEN PARTNER GMBH
COMPANYADDRESS: AN DER KRONENEIKE 14, BELM 49191 GERMANY
COMPANY REG.№: 0541/315-208425
REPRESENTEDBY/TITLE: MR. BRAUN ALEXANDER / DIRECTOR
PASSPORT NUMBER: L2JNTTT46
DATE OF ISSUE: 22.04.2017
DATE OF EXPIRY: 26.04.2027
COUNTRYOF ISSUE: GERMANY
BANK NAME: DEUTSCHE BANK PRIVET UND GESCHAFTSKUNDEN
BANK ADDRESS: DB PRIVT-UND FIRMENKUNDENBANK ( DEUTSCHE BANK OSNABRUCK, GERMANY
ACCOUNT NAME: IMMOBILIEN PARTNER GMBH
ACCOUNT NUMBER DE20265700240038813200
SWIFT CODE: DEUTDEDB256
BANKOFFICERNAME: OLIVIER VIGNERON - GROUP CHIEF RISK OFIICER
BANK OFFICER PHONE: +498009108000
BANK OFFICER E-MAIL: oliver.vigneron@db.com

(Hereinafter Referred To As The “Party A” or the “INVESTOR”)


AND
PARTY B - PARTNER:
COMPANY NAME: VIOLIN ASSET INVESTMENT COMPANY LIMITED
COMPANY ADDRESS: SHOPHOUSE CH6, SKY CENTER BUILDING, 5B PHO QUANG STREET, WARD 2 TAN BINH
DISTRICT, HO CHI MINH CITY. VIETNAM
COMPANY REG. №: 0314380345
REPRESENTED BY / TITLE MANUEL JOAQUIM GOMES DE ARAUJO - CEO
PASSPORT NUMBER: P054948
DATE OF ISSUE: 08.11.2021
DATE OF EXPIRY: 08.11.2026
COUNTRY OF ISSUE PORTUGAL
BANK NAME: MILITARY COMMERCIAL JOINT STOCK BANK (MILITARY BANK)
BANK ADDRES: 188 CONG HOA STREET, WARD 4. TAN BINH DISTRICT, HO CHI MINH CITY. VIETNAM
ACCOUNT NAME: VIOLIN ASSET INVESTMENT COMPANY LIMITED

PARTY A Page 2 of 13 PARTY B


JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT OF THE
TRANSFERS VIA SWIFT GPI CASH TRANSFER
AGREEMENT No: L022_GCUBE-VIOLIN_MEX09011965
TRANSACTİON CODE No: DEUT991276315879
DATE: 23 AUGUST 2022

IBAN/ACCOUNT NUMBER EURO 686883116868


IBAN/ACCOUNT NUMBER USD 828287956868
IBAN/ACCOUNT NUMBER VND 668284636868
GPI CODE: MSCBVNVXXXX
SWIFT CODE: MSCBVNVX
BRANCH HO CHI MINH CITY BRANCH
BANK OFFICER NAME: MS. HUYNH THI MY LOI
BANK OFFICER TEL: +84 8 3811 8090 – FAX: +84 8 3811 8092 -
BANK OFFICER E-MAIL: loihtm@mbbank.com.vn
REFERENCE: INVESTMENTS/MANUEL G. ARAUJO

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 Business Transactions through SWIFT GPI CASH TRANSFER
PARTY B will manage all the payment instructions of Party A (the investor).
WHEREAS: The Party- B is ready and able to receive this Pay Order as a joint venture investments for all parties herein
for the execution of various infrastructure development projects, & Part- B is ready willing and able to receive said
CASH TRANSFERS up to USD $500 million Euros with first tranche 180 Million Euro in agreed tranches with rollover
and extension via SWIFT GPI CASH TRANSFER from Party-A, these funds will be invested/ disbursed by Party-B as per
PAYOUT LIST instructions for the purpose of funds IN MULTIPLES PROJECTS, COMMODITIES TRADING ,
INFRASTRATURE, DIGITIAL CURRENCY, TEXTILES PROJECTS, DIGITIAL TECHNOLOGY, TRANSPORT SEA, ROAD, AIR LINES,
GAS, OIL, PETROLIUM PRODUCTS AND/OR ANY PRODUCTS, PROJECTS AS PER THE OPTION OF SECOND PARTIES ETC.,

WHEREAS: The 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 here by noted as Annex are good, clean, clear, and free of non-criminal origin, are free and
clear of all liens, encumbrances and third parties interests.

WHEREAS: The Party-B is ready will and able to Receive USD $500 million dollars with first tranche 180 Million Euro
(dollars in agreed tranches by way of Cash Transfer via SWIFT GPI CASH TRANSFER, which will be disbursed in
accordance with Project requirements and with the PAYOUT LIST instructions.
BI.DESCRIPTIONOFTRANSACTION

1 Sender’s Instrument: TRANSFER SWIFT GPI CASH TRANSFER


2 Total face value USD $500 Million Euro WITH R&E
3 First Tranche 180,000,000.00 (One Hundred and Eighty Thousand Million) Euro
4 Subsequent Tranches AMOUNT TO BE MUTUALLY AGREE
5 Remittance by: VIA SWIFT GPI CASH TRANSFER
6 Note: PAYMENT WITHIN THREE (3) BANKING DAYS AFTER CLEARED CASH (72 HOURS TERM)
IS BEING CREDITED IN RECEIVER'S ACCOUNT

PROCEDURE OF CASH TRANSFER VIA SWIFT GPI CASH TRANSFER:

PARTY A Page 3 of 13 PARTY B


JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT OF THE
TRANSFERS VIA SWIFT GPI CASH TRANSFER
AGREEMENT No: L022_GCUBE-VIOLIN_MEX09011965
TRANSACTİON CODE No: DEUT991276315879
DATE: 23 AUGUST 2022

1. BOTH PARTIES COMPLETE THE DOA, SENDER PROVIDES CIS


2. RECEIVER SENDS PGL ON HIS CORPORATE LETTER HEAD DULLY.
3. SENDER SENDS SWIFT MT GPI CASH TRANSFER AND 24 to 48 HOURS. NECESSARY BLACK SCREEN, DEBIT NOTE
AND REMITANCE ADVICE.
4. RECEIVER WILL BEGIN PAYOUT AS STATED IN THE PGL WITHIN 72 HRS AFTER THE SAID FUND ALREADY ACTIVATED
AND SHOWN IN THE RECEIVER'S STATEMENT.
5. RECEIVER WILL MAKE PAY OUT, ALL IN ONE TIME.
6. IF THE SAID FUND CANNOT BE ACTIVATED AND DO NOT SHOW IN THE RECEIVER’S STATEMENT, THIS
TRANSACTION IS CONSIDERED FAILED.

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 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 here under 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 include Act of War, Rebellion, Fire, Flood, Earthquake or other natural
disasters, and any other cause not within the control of such non performing 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 law so fits jurisdiction off or
mation with all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and
to conduct the business soft his transaction.

(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.

Receiver. It has been afforded the opportunity to seek and rely upon the advice of its own attorney, accountant or
other professional adviser 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 the Agreement.

PARTY A Page 4 of 13 PARTY B


JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT OF THE
TRANSFERS VIA SWIFT GPI CASH TRANSFER
AGREEMENT No: L022_GCUBE-VIOLIN_MEX09011965
TRANSACTİON CODE No: DEUT991276315879
DATE: 23 AUGUST 2022

(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 the mat 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 here in 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.

(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-convenience.

(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.

PARTY A Page 5 of 13 PARTY B


JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT OF THE
TRANSFERS VIA SWIFT GPI CASH TRANSFER
AGREEMENT No: L022_GCUBE-VIOLIN_MEX09011965
TRANSACTİON CODE No: DEUT991276315879
DATE: 23 AUGUST 2022

(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 here under 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. In the event that 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, 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. In the
event that either party shall be required to bring any legal actions against the other in order 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.

PARTY A Page 6 of 13 PARTY B


JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT OF THE
TRANSFERS VIA SWIFT GPI CASH TRANSFER
AGREEMENT No: L022_GCUBE-VIOLIN_MEX09011965
TRANSACTİON CODE No: DEUT991276315879
DATE: 23 AUGUST 2022

IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon this Agreement as of
this date of August 23, 2022.

SIGNED FOR AND ON BEHALF OF PARTY A – “INVESTOR”:

Company name: IMMOBILIEN PARTNER GMBH


Representative: MR. BRAUN ALEXANDER
Position: DIRECTOR
Passport Nº L2JNTTT46
Issuing Country: GERMANY
Issue Date 22.04.2017
Expiration Date 26.04.2027

………………………………………………
Date of Signature August 23, 2022
Signature and Corporate Stamp

Signed for and on behalf of PARTY B – “PARTNER”:

Company name: VIOLIN ASSET INVESTMENT COMPANY LIMITED


Representative: MR. MANUEL JOAQUIM GOMES DE ARAUJO
Position: CEO
Passport Nº P054948
Issuing Country: PORTUGAL
Issue Date 08.11.2021
Expiration Date 08.11.2026

………………………………………………
Date of Signature August 23, 2022
Signature and Corporate Stamp

PARTY A Page 7 of 13 PARTY B


JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT OF THE
TRANSFERS VIA SWIFT GPI CASH TRANSFER
AGREEMENT No: L022_GCUBE-VIOLIN_MEX09011965
TRANSACTİON CODE No: DEUT991276315879
DATE: 23 AUGUST 2022

PASSPORT COPY OF THE PARTY-A

PARTY A Page 8 of 13 PARTY B


JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT OF THE
TRANSFERS VIA SWIFT GPI CASH TRANSFER
AGREEMENT No: L022_GCUBE-VIOLIN_MEX09011965
TRANSACTİON CODE No: DEUT991276315879
DATE: 23 AUGUST 2022

CERTIFICATE OF INCORPORATION OF THE PARTY A

PARTY A Page 9 of 13 PARTY B


JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT OF THE
TRANSFERS VIA SWIFT GPI CASH TRANSFER
AGREEMENT No: L022_GCUBE-VIOLIN_MEX09011965
TRANSACTİON CODE No: DEUT991276315879
DATE: 23 AUGUST 2022

RECEIVERS PASSPORT COPY

PARTY A Page 10 of 13 PARTY B


JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT OF THE
TRANSFERS VIA SWIFT GPI CASH TRANSFER
AGREEMENT No: L022_GCUBE-VIOLIN_MEX09011965
TRANSACTİON CODE No: DEUT991276315879
DATE: 23 AUGUST 2022

CERTIFICATE OF INCORPORATION OF THE PARTY B

PARTY A Page 11 of 13 PARTY B


JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT OF THE
TRANSFERS VIA SWIFT GPI CASH TRANSFER
AGREEMENT No: L022_GCUBE-VIOLIN_MEX09011965
TRANSACTİON CODE No: DEUT991276315879
DATE: 23 AUGUST 2022

All disputes and questions whatsoever which arises between the Investor, Receiver and/or Beneficiaries/Project
Developers to this Agreement and touching on this IMDPA 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.
This IMDPA 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 Partiesmay
alter, amend, nor modify this IMDPA, except by an instrument in writing signed by both Parties and recipients of funds.
This IMDPA will be governed by and construed in accordance with the laws of United Kingdom. In theevent that either
Party and/or Recipient(s) of funds shall be required to bring any legal actions against the Payerin order to enforce any
of the terms of this IMDPA the prevailing party shall be entitled to recover reasonably attorney fees and costs.
This IMDPA, if transmitted by facsimile or electronic mail, shall considered an original, legally enforceable
document. Generally, recognized International Standards of Non-Circumvention & Non-disclosure (NC/ND) are
applicable for a period of
Five (5) Years from the date of this document or the last date of the contract, including any renewals, extensions and
additions that are fully completed/signed /sealed and 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. And, project developers and master paymasters are NOT Advisors of any Kind.
Parties to this IMDPA are independent contractors and all contemplated payments and/or disbursements
hereunder are divided interests. Nothing in this IMDPA construes or creates a partnership or employer/employee
relationship between or among the Payer and recipient(s) of funds here to. All taxes, federal, State or other arethe
independent responsibility of each of the recipient party hereto.
The above stated codes and any other identification codes shall remain the same and shall not be changed until this
transaction including any renewals, extensions and additions are fully completed and we agree to respectthose.
THIS IRREVOCABLE PAY ORDER / IMDPA WILL COME INTO EFFECT WITHIN THREE (3) BANKING DAYS AFTER BOTH PARTIES HAVE
EXECUTED THE AGREEMENT AND ONLY AFTER THE INVESTOR’S BANK HAVE MADE THE RELATED TRANSFER OF INVESTMENT FUNDS
TO RECEIVER’S/PAYER’S BANK ACCOUNT. ALL SWIFT MT103 CASH WIRE TRANSFERS TO BE MADE HEREUNDER WILL BE MADE IN
EURO CURRENCY AND SHALL HAVE A SPECIAL MESSAGE ATTACHED TO IT AND READ: “URGENT, THE SAME DAY VALUE AND CREDIT”,
AS PER THE AGREED TERMS AND CONDITIONS IN THIS AGREEMENT AND IMDPA, WHICH BANKING COORDINATES ARE AS FOLLOWS:

PARTY A Page 12 of 13 PARTY B


JOINT VENTURE AGREEMENT FOR PROJECT MANAGEMENT OF THE
TRANSFERS VIA SWIFT GPI CASH TRANSFER
AGREEMENT No: L022_GCUBE-VIOLIN_MEX09011965
TRANSACTİON CODE No: DEUT991276315879
DATE: 23 AUGUST 2022

IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon this Agreement as of
this date of August 23, 2022.

SIGNED FOR AND ON BEHALF OF PARTY A – “INVESTOR”:

Company name: IMMOBILIEN PARTNER GMBH


Representative: MR. BRAUN ALEXANDER
Position: DIRECTOR
Passport Nº L2JNTTT46
Issuing Country: GERMANY
Issue Date 22.04.2017
Expiration Date 26.04.2027

………………………………………………
Date of Signature August 23, 2022
Signature and Corporate Stamp

Signed for and on behalf of PARTY B – “PARTNER”:

Company name: VIOLIN ASSET INVESTMENT COMPANY LIMITED


Representative: MR. MANUEL JOAQUIM GOMES DE ARAUJO
Position: CEO
Passport Nº P054948
Issuing Country: PORTUGAL
Issue Date 08.11.2021
Expiration Date 08.11.2026

………………………………………………
Date of Signature August 23, 2022
Signature and Corporate Stamp

DT (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.

END DOCUMENT

PARTY A Page 13 of 13 PARTY B

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