Transaction code: AG/TRF2023IT-USD5B-R&E
Agreement number: AG/TRF2023IT-USD5B-R&E/1016BDate: JULY 2025
DEED OF AGREEMENT
INVESTMENTS AND FINANCIAL COOPERATION PAY ORDERFOR PROJECT
MANAGEMENT OF THE TRANSFERS VIA BANK TO BANK SWIFT MT103 DIRECT CASH
TRANSFER No. 30072023-100
BETWEEN
PAYSOFT GROUP, INC
AND
Date: July 2025
THIS SERVICE AGREEMENT IS A LEGAL AGREEMENT BETWEEN SENDER AND RECEIVER. PLEASE READ THIS AGREEMENT CAREFULLY. BOTH PARTY
ARE HEREBY AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. THIS MEANS THAT, BY INVESTMENT & PARTNERSHIP COOPERATION BOTH
ACCEPTS ALL TERMS AND CONDITIONS OF THIS AGREEMENT UNCONDITIONALLY.
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT103 wire
THIS PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT OF THE TRANSFERS FOR ELECTRONIC
MACHINES SOFTWARE AND HARDWARE APPLIANCES SUPPLY AND INVESTMENT VIA SWIFT.COM MT103 wire
TRANSACTION No:AG/TRF2022IT-USD5B
(herein after, referred to, as “the Agreement”) is entered on the date of JULY, 2025 by and between the
following parties:
The PARTY A - the INVESTOR:
COMPANY NAME: PAYSOFT GROUP, INC
WEB SITE: www.paysoftintern.com.do
COMPANY ADDRESS: 5335 NW 87TH AVE. DORAL FLORIDA 33166
COMPANY REG. NO: P17000095513
REPRESENTED BY / TITLE ERI GUZMAN-ORTIZ
PASSPORT NUMBER: 528701933
DATE OF ISSUE: 07 Apr 2015
DATE OF EXPIRY: 06 Apr 2025
COUNTRY OF ISSUE PUERTO RICO USA
BANK NAME: CITIBANK N.A
BANK ADDRES: 3550 FOREST LN, DALLAS TEXAS (75234)
ACCOUNT NAME: PAYSOFT INTERN. DE REP DOM SRL
ACCOUNT NUMBER 898080911813
SWIFT CODE: CITIUS33XXX
SIGNATURE SENDER EGO SIGNATURE RECEIVER
Transaction code: AG/TRF2023IT-USD5B-R&E
Agreement number: AG/TRF2023IT-USD5B-R&E/1016BDate: JULY 2025
BANK OFFICER NAME: JOHNSON WOODY
COMPANY CUSTOMER MAIL customercare@paysoftintern.com.do
BANK OFFICER TEL: NIL
BANK OFFICER EMAIL: Johnsonwoody40@citi .com
(Hereinafter referred to as the “Party A” or the “INVESTOR”)
And
The PARTY-B - the MANAGER:
COMPANY NAME: SMC CEYLON SHIPPING CARGO SERVICE LLC
COMPANY ADDRESS: INDUSTRIAL AREA JABEL ALI,DUBAI
COMPANY REG. №: 1274727
REPRESENTED BY / TITLE CHAMARA SAMPATH
PASSPORT NUMBER: N11300674
DATE OF ISSUE: 02/04/2024
DATE OF EXPIRY: 02/04/2034
COUNTRY OF ISSUE COLOMBO – SRI LANKA
BANK NAME: HSBC MIDDLE EAST
BANK ADDRES: DUBAI.UNITED ARAB EMIRATES
ACCOUNT NAME: CEYLON SHIPPING CARGO SERVICE
ACCOUNT NUMBER AE2902 000 000 12785 119001
SWIFT GPI CODE: BBMEAEAD
SWIFT CODE: BBMEAEAD
BANK OFFICER NAME: MR AHMED
BANK OFFICER TEL: NIL
BANK OFFICER FAX: NIL
(Hereinafter referred to as the “Party B” or the “MANAGER”)
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 MT103/GPI DIRECT.
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 for $300,000,000.00 (THREE HUNDRED MILLION USD in agreed
tranches with rollover and extension via SWIFT.COM, MT103 (CASH TRANSFER) from Party-A, these funds
will be invested/disbursed by Party-B as per IMFPA or PGL instructions.
WHEREAS: The receiver agrees to take share on all the expenses within the period of the transaction.
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
SIGNATURE SENDER EGO SIGNATURE RECEIVER
Transaction code: AG/TRF2023IT-USD5B-R&E
Agreement number: AG/TRF2023IT-USD5B-R&E/1016BDate: JULY 2025
perjury that the funds as per Party A bank statement hereby 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 willing and able to Receive $300,000,000.00 (THREE HUNDRED MILLION
USD) in agreed tranches by way of Cash Transfer via SWIFT.COM, MT103 , which will be disbursed in
accordance with Project requirements and with the PAYOUT LIST instructions.
BI. DESCRIPTION OFTRANSACTION
1 Sender Instrument: SWIFT MT103 WIRE TRANSFER
2. Total Face Value: $300,000,000.00 (THREE HUNDRED MILLION USD
3. First Tranche: $1,000,000.00 (ONE MILLION USD)
4 Second Tranche: $ 5,000,000.00 (FIVE MILLION USD)
5 Third Tranche: $10,000,000.00 (TEN MILLION USD)
6 Next Tranche The parties will agree
7. Remittance by: VIA SWIFT.COM MT103 wire transfer
8. Payment by: Wire Transfer TT or MT103 within 1 Banking Day
CASH TRANSFER VIA SWIFTMT103 DIRECT:
Procedure
1. Party-A & Party-B both sign & execute the Joint Venture Investment Agreement. This Investment
Agreement, which thereby automatically becomes a full commercial recourse contract.
2. The Parties will lodge a copy of this executed Agreement into their respective banks for the compliance,
if necessary.
3. Investor will then Transfer the CASH via MT103, SWIFTMT103 DIRECT to Party B’s account and provides a
Copy of the TRANSACTION SLIP, SWIFT MT103 DIRECT then a transmitter charge will be cleared by both
parties for the approval of the funds into the receiver Bank Account automatically
4. Party-B will verify, authenticate & confirm the receipt of the cash funds.
5. Within three banking days’ party B make the necessary disbursements as per the investment agreement.
6. Party B will verify, authenticate & confirm the receipt of the cash funds within ONE banking day and then
make the necessary disbursements via Swift MT-103 or TT as per PGL instructions or as mutually agreed.
NON-SOLICITATION
Receiver hereby confirms and declares that its associates or representatives, or any other person(s) on its
SIGNATURE SENDER EGO SIGNATURE RECEIVER
Transaction code: AG/TRF2023IT-USD5B-R&E
Agreement number: AG/TRF2023IT-USD5B-R&E/1016BDate: JULY 2025
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 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 circumstanceต 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 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 here under
and to conduct the business of this 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 of the 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 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 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
SIGNATURE SENDER EGO SIGNATURE RECEIVER
Transaction code: AG/TRF2023IT-USD5B-R&E
Agreement number: AG/TRF2023IT-USD5B-R&E/1016BDate: JULY 2025
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.
(g) Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the
laws of the 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 on-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 of Investor and Asset Manager represent and warrant 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 there of 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.
SIGNATURE SENDER EGO SIGNATURE RECEIVER
Transaction code: AG/TRF2023IT-USD5B-R&E
Agreement number: AG/TRF2023IT-USD5B-R&E/1016BDate: JULY 2025
(b) Every attempt shall be made to resolved disputes arising from unintended or in advertent 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 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 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 reasonably 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.
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any
provisions of this Contract, and as applicable, this Agreement shall incorporate:
U.S. Public Law 106-229, Electronic Signatures in Global and National Commerce Act’ ‘or such other
applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2010).
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.
IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon this
Agreement as of this date of Date: MARCH 1st ,2023
AGREED AND ACCEPTED:
For and on behalf of the Party A –the Investor: For and on behalf of the Party B- the Receiver
PAYSOFT GROUP , INC
SIGNATURE SENDER EGO SIGNATURE RECEIVER
Transaction code: AG/TRF2023IT-USD5B-R&E
Agreement number: AG/TRF2023IT-USD5B-R&E/1016BDate: JULY 2025
Signatory Name: ERI GUZMAN-ORTIZ
Tittle: CEO Tittle: CEO
PASSPORT NUMBER: 528701933 PASSPORT NUMBER: N11300674
EXPIRATION DATE: 06 APR 2025 02/04/2034
ISSUED BY COUNTRY: PUERTO RICO USA ISSUED BY COUNTRY; SRI LANKA
DATE: JJULY 27,2025
ALL TRANSFER INSTRUCTIONS SHALL STATE: "FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY'S BANK WITH SAME DAY'S CREDIT.
SIGNATURE SENDER EGO SIGNATURE RECEIVER
Transaction code: AG/TRF2023IT-USD5B-R&E
Agreement number: AG/TRF2023IT-USD5B-R&E/1016BDate: JULY 2025
PASSPORT COPY OF THE PARTY-A
SIGNATURE SENDER EGO SIGNATURE RECEIVER
Transaction code: AG/TRF2023IT-USD5B-R&E
Agreement number: AG/TRF2023IT-USD5B-R&E/1016BDate: JULY 2025
SIGNATURE SENDER EGO SIGNATURE RECEIVER
Transaction code: AG/TRF2023IT-USD5B-R&E
Agreement number: AG/TRF2023IT-USD5B-R&E/1016BDate: JULY 2025
CERTIFICATE OF INCORPORATION OF THE PARTY A
SIGNATURE SENDER EGO SIGNATURE RECEIVER
Transaction code: AG/TRF2023IT-USD5B-R&E
Agreement number: AG/TRF2023IT-USD5B-R&E/1016BDate: JULY 2025
SIGNATURE SENDER EGO SIGNATURE RECEIVER
Transaction code: AG/TRF2023IT-USD5B-R&E
Agreement number: AG/TRF2023IT-USD5B-R&E/1016BDate: JULY 2025
PASSPORT COPY OF THE PARTY-B
CERTIFICATE OF INCORPORATION OF THE PARTY B
SIGNATURE SENDER EGO SIGNATURE RECEIVER
