PRIVATE INVESTMENT AGREEMENT
18 T H JULY 2025
TRANSACTION CODE: 160216DEUTDEFFXXX886793
SENDER REFERENCE: 9986 -0333-F9755-8897-DEUT997850743210
THROUGH CASH FUNDS FOR PROJECTS SPECIAL CASH TRANSFERS:
AGREEMENT #ECHO-22012024
SENDER CODE:153A
This Agreement on the Delivery of Cash Funds for Investments (here in after referred to
as the "Agreement"), becomes legally effective as of JULY 18 t h , 2025, which is entered in
to by and between the following Parties:
PARTY-A :
COMPANY NAME: ECHO ARYS GmbH
COMPANY ADDRESS: Kreuzstr 60, 40210 Dusseldorf
REGISTRATION NUMBER: HRB 81206
REPRESENTED BY: Mr. James Patrick Normovle / CEO
PASSPORT NUMBER: E4008432
PLACE OF ISSUE: Australia
PASSPORT ISSUE DATE: March 17, 2014
PASSPORT EXPIRY DATE: March 17, 2024
BANK NAME: DEUTSCHE BANK PRIVAT UND GESCHÄFTSKUNDEN AG
BANK ADDRESS: T a unusanlage 1 2, 6 0254 F rankfurt A M M a i n G e r m a n y
SWIFT CODE: DEUTDEFF
ACCOUNT NAME: ECHO ARYS GmbH
IBAN: DE27500700100920009870
BANK OFFICER NAME: Christian Sewing, CEO
OFFICER PHONE/FAX: +496991000
OFFICER E-MAIL: christion.sewing@db.com
PRIVATE INVESTMENT AGREEMENT
18 T H JULY 2025
TRANSACTION CODE: 160216DEUTDEFFXXX886793
SENDER REFERENCE: 9986 -0333-F9755-8897-DEUT997850743210
With full legal and corporate authority to sign this Agreement, herein after referred
to as the "PARTY-A" AND
PARTY-B :
COMPANY NAME: GLF ECLIPS GMBH
COMPANY ADDRESS: KUHLKAMP 100, 44319 DORTMUND, GERMANY
COMPANY REG. NO.: HRB29710
REPRESENTED BY: MR. GERARO PELUSO / CEO
POSITION CEO
PASSPORT NO.: 556847638
DATE OF ISSUE: Apr 11, 2024
DATE OF EXPIRE: Apr 10, 2034
PASSPORT ISSUE: USA
BANK NAME: DUETSCHE BANK AG
BANK ADDRESS: TAUNUSANLAGE 12, 60325, FRANKFURT, AM MAIN,
GERMANY
ACCOUNT NAME: GLF ECLIPS GMBH
B A NK A C C O U N T N O . ( I B A N ) : DE 1144 0700 5002 0044 2200
SWIFT CODE: DEUTDEFFXXX
BANK OFFICER NAME JAMES VON MOLTKE
BANK OFFICER EMAIL james.vonmolkte@db,com
BANK OFFICER PHONE +496991000
With full legal and corporate authority to sign this Agreement, here in after referred t
o as the "PARTY-B". Herein after jointly referred to as“THE PARTIES”.
PRIVATE INVESTMENT AGREEMENT
18 T H JULY 2025
TRANSACTION CODE: 160216DEUTDEFFXXX886793
SENDER REFERENCE: 9986 -0333-F9755-8897-DEUT997850743210
DETAILS OF THE INVESTMENT AGREEMENT THROUGH CASH FUNDS FOR PROJECTS SPECIA L C A S H T R A N S F E R S
1. Party-A hereby declares, under penalty of perjury, that the funds engaged in this tra
nsaction are good, clean, clear, and of non- criminal origin, are free and clear of a
ll liens and third-party interest.
2. DESCRIPTION OF TRANSACTION:
CURRENCY:
EURO
TYPE OF FUNDS:
M0 ON-SERVER CASH FUNDS
TYPE OF TRANSFER: VIA SPECIAL CASH TRANSFER M0
T O TAL F AC E V A L U E ( T F V ) : €50,000,000,000,000.00 (FIFTY TRILLION EUROS)
FIRST TRANCHE: €5,000,000,000,000.00 (FIVE TRILLION EUROS) AS AGREED
SECOND TRANCHE: AS AGREED BY THE PARTNERS
SUBSEQUENT TRANCHES:: AS AGREED BY THE PARTNERS
SHARING RATIO: “ DISBURSEMENT AGREEMENT” / CORPORATE ENDORSED PGL FOR
R E INVESTMENT ( FUNDS S H A R I N G R A T I O I S S U B J E S T T O T H E N A T U R E
OF CASH FUNDS)
DEUTSCHE BANK AG
PARTY-A BANK NAME:
BANK ADDRESS: TAUNSUNLAGE 12, 60323, FRANKFURT AM MAIN, GERMANY
DELIVERY METHOD: SPECIAL CASH TRANSFER
DISBURSEMENT METHOD: SWIFT MT103 Cash Transfer or T/T to
PROJECT BENEFICIARIES & CONSULTANTS
PAYMENT WITHIN SEVENTY-TWO (72) BANKING HOURS AFTER
PAYMENT DURATION:
SUCCESSFUL CLERANCE AND SETTLEMENT IN RECEIVER S’ACCOUNT
PRIVATE INVESTMENT AGREEMENT
18 T H JULY 2025
TRANSACTION CODE: 160216DEUTDEFFXXX886793
SENDER REFERENCE: 9986 -0333-F9755-8897-DEUT997850743210
3. THE PROCEDURE FOR THE CENSUS OF FUNDS IN THE LEDGER (GENERAL):
3.1. PARTY-A (Investor) and PARTY-B (Partner) execute, sign and seal this Investment
Agreement, which there by atomically becomes a full commercial recourse contract, which is
to be lodged with the Both Parties’ relative Banks, along with PARTY-B’s Corporate Disburs
ement Agreement (Payment Guarantee Letter) for reinvestment purposes.
3.2. PARTY-B checks the funds already loaded and notices Party A by letter.
3.3. PARTY-A provides necessary CODES (final code and release code) for PARTY-B’s Bank
officer to finalize the transaction.
3.4. Within 72 banking hours after the first tranche of investment funds has been succes
sfully cleared and credited in PARTY-B’s beneficiary’s account, PARTY-B’s nominated bank
officer will distribute the investment funds for reinvestment purposes to the beneficiaries
’ accounts specified by PARTY-A as per PARTY-B’s Corporate Disbursement Agreement (Payment
Guarantee Letter).
3.5. All following tranches will be executed under the same procedure.
4. THE DOWNLOAD PROCEDURES
4.1. Owner will give the black screen to the receiver in which contain all the relevant code
s.
4.2. Receiver on the other hand will have to identify the file in the server and acknowledge
its existence.
4.3. With the A, ACCESS CODE B, RELEASE CODE C, DOWNLOAD CODE D, RECEIVING CODE E,
SECOND RELEASE CODE AND F, THE FINAL CODE
4.4. Receiver will have to download the file and place it into his server with the
RENAME FILE.
4.5. Purpose of RENAME FILE is for the receiver to create and enable tranches payment to be
made to all the respective recipients.
PRIVATE INVESTMENT AGREEMENT
18 T H JULY 2025
TRANSACTION CODE: 160216DEUTDEFFXXX886793
SENDER REFERENCE: 9986 -0333-F9755-8897-DEUT997850743210
5. NON-SOLICITATION:
a. PARTY-B hereby confirms and declares that PARTY-A, its shareholders, partners, repr
esentatives, any person or persons acting on its behalf have never addressed it, it
s shareholders, partners and representatives in any way that can be interpreted as
an invitation to this or any future a deal.
b. Any delay or failure by any of THE PARTIES to fulfill their respective obl
igations under this Agreement will constitute a violation of this Agreemen
t and will lead to claims for damages, unless such delays or failures in p
erformance are caused by force majeure circumstances beyond the control of
THE PARTIES.
c. The term of "Beyond the Control of Such Party", include: War, Rebellion, Fire, Flo
od, Earthquake and other natural disasters, or any other cause not within the cont
rol.
6. REPRESENTATIONS AND WARRANTIES:
a. REPRESENTATIONS, ORGANIZATION: Each Party is duly organized, validly existing and
in good standing under the laws of its jurisdiction of formation, with all requisi
te power and authority to enter into this Agreement, to perform its obligations he
re under and conduct the present business of the Investment Program and to develop
projects as mutually agreed herein.
b. ENFORCE ABILITY: 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 go
vernmental authority or other person for it to enter into this Agreement.
All actions on the part of such party necessary for the authorization, exe
PRIVATE INVESTMENT AGREEMENT
18 T H JULY 2025
TRANSACTION CODE: 160216DEUTDEFFXXX886793
SENDER REFERENCE: 9986 -0333-F9755-8897-DEUT997850743210
cution and delivery of this Agreement, and the consummation of the transac
tions contemplated hereby by such party, have been duly taken and granted.
d. NO CONFLICT: The execution and delivery of this Agreement by it and the co
nsummation of the transactions contemplated hereby by it do not conflict w
ith nor contravene the provisions of its organizational documents, nor any
other agreement or instrument by which it or its properties or assets are
bound by any law, rule, regulation, order or decree to which it or its pro
perties or assets are- subject.
e. PARTIES AFFIDAVIT: Both Parties confirm that they have been afforded the oppo
rtunity to seek and rely upon the advice of its/their own attorneys, accounta
nts, and other professional advisers in connection with the execution of this
Agreement. In addition, both Parties understand and accept the whole content
of the present Agreement and shall honor its written conditions.
7. MISCELLANEOUS NOTICE(S) AND WARRANTIES: Modifications, amendments, addendums a
nd/or extensions to the present transaction/contract, if any, shall be executed by th
e two (2) authorized signatory Parties, respectively. Such document/agreement, when s
igned and referenced to this agreement, whether received by mail or facsimile transmi
ssion, as well as all and any facsimile, e- mail or photocopies of the true original
documents certified by both Parties hereto and/or Public Notary, shall be considered as a
n original, both legally binding and enforceable for the term of this Agreement.
8. SPECIFIC PERFORMANCE AND OTHER RIGHTS: The Parties recognize that several o
f 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.
PRIVATE INVESTMENT AGREEMENT
18 T H JULY 2025
TRANSACTION CODE: 160216DEUTDEFFXXX886793
SENDER REFERENCE: 9986 -0333-F9755-8897-DEUT997850743210
9. PRIOR AGREEMENTS, C ONSTRUCTION AND ENTIRE AGREEMENT: This Agreement,
including the Exhibits and other documents referred to herein (which form a part h
ereof), constitutes the entire agreement of the parties with respect to the subjec
t matter hereof, and supersedes all prior agreements and understandings between the
m as to such subject matter and all such prior agreements and understandings are m
erged 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 Ve
ntures Agreement, the provisions of the applicable Joint Venture Agreement shall c
ontrol.
10. AMENDMENTS: This Agreement may not be amended, altered, or modified except upon t
he unanimous by instrument in writing and signed by each of PARTY-A and PARTY-B.
11. SEVERABILITY: If any provision of this Agreement shall be held or deemed by a fi
nal order of a competent authority to be invalid, inoperative or unenforceable, suc
h circumstance shall not have the effect of rendering any other provision or provis
ions herein contained invalid, inoperative or unenforceable, but this Agreement sha
ll be construed as if such invalid, inoperative or unenforceable provision had neve
r been contained herein so as to give full force and effect to the remaining such t
erms and provisions.
12. COUNTERPARTS: This Agreement may be executed in one or more counterparts, all o
f 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 deli
vered to each of the other parties.
PRIVATE INVESTMENT AGREEMENT
18 T H JULY 2025
TRANSACTION CODE: 160216DEUTDEFFXXX886793
SENDER REFERENCE: 9986 -0333-F9755-8897-DEUT997850743210
13. APPLICABLE LAW AND JURISDICTION: This Agreement shall be governed by and cons
trued in accordance with the laws of the Paris. The Parties consent to the exclusiv
e jurisdiction of the Paris shall be preceded with the according to the principal o
f the ICC, with any civil action concerning any controversy, dispute or claim arisi
ng 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 w
ould not have subject matter jurisdiction thereof, in which event the parties conse
nt 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 for
um non- convenient.
14. TAXES: All payments to be made by Pay or to each Master Paymaster, as per IMFPA s
hall be all exempt and free of any taxes, and all taxes shall be the sole responsib
ility of the Pay or only.
15. 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 an
d for any counterclaim therein.
16. DISCLAIMER: THE INTERMEDIARIES ARE ONLY RESPONSIBLE FOR THIS RESOURCE AND BUSINESS DOCK
ING, THE CONSULTANTS/ INTERMEDIARIES DO NOT UNDERTAKE ANY DISPUTES ARISING FROM THIS OPERA
TION CAUSED BY ECONOMIC, CIVIL AND LEGEL LIABILITY.
17. ARBITRATION: Every attempt shall be made to resolve disputes arising from uninte
nded or inadvertent violation of this contractual agreement as far as possible ami
cably. In the event that adjudication is required local legal process shall be pre
ceded with according to the principal of the ICC as above indicated. Where judicia
l resolution is not thereby achieved, this matter shall be settled by the ICC itse
lf 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 arisi
ng under this Agreement.
PRIVATE INVESTMENT AGREEMENT
18 T H JULY 2025
TRANSACTION CODE: 160216DEUTDEFFXXX886793
SENDER REFERENCE: 9986 -0333-F9755-8897-DEUT997850743210
18. SURVIVAL: The covenants contained in this Agreement which, by their terms, requir
e performance after the expiration or termination of this Agreement shall be enforc
eable notwithstanding the expiration or other termination of this Agreement.
19. 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 con
trol.
20. CURRENCY: Any exchange of funds between PARTY-A and PARTY-B shall be made in the
same currency in which the PARTY-A transferred the investment funds. In addition, a
ll calculations, and procedures pursuant to this Agreement, and any joint venture a
greement directly or indirectly related to this transaction, shall be based on ICC
regulations in Paris, France.
PRIVATE INVESTMENT AGREEMENT
18 T H JULY 2025
TRANSACTION CODE: 160216DEUTDEFFXXX886793
SENDER REFERENCE: 9986 -0333-F9755-8897-DEUT997850743210
ACKNOWLEDGED, CONFIRMED AND ACCEPTED BY BOTH PARTIES ON JULY 18TH, 2025 FOR AND ON BEHALF OF:
FOR AND ON BEHALF OF SENDER: FOR AND ON BEHALF OF RECEIVER:
DATE: JULY 18TH,2025 DATE: JULY 18TH,2025
COMPANY: ECHO ARYS GmbH COMPANY: GLF ECLIPS GmbH
(AUTHORIZED SIGNATURE & SEAL) (AUTHORIZED SIGNATURE & SEAL)
NAME: James Patrick Normovle NAME: MR. GERARO PELUSO
PASSPORT NO: E 4008432 PASSPORT NO.: 556847638
COUNTRY: AUSTRALIA COUNTRY: USA
ISSUE DATE: March 17, 2014 ISSUE DATE: Apr 11, 2024
EXPIRY DATE: March 17, 2024 EXPIRY DATE: Apr 10, 2034
PARTY-A “ SIGNATORY PASSPORT COPY” :
PRIVATE INVESTMENT AGREEMENT
18 T H JULY 2025
TRANSACTION CODE: 160216DEUTDEFFXXX886793
SENDER REFERENCE: 9986 -0333-F9755-8897-DEUT997850743210
PARTY-A “ CORPORATE REGISTRATION COPY” :
PRIVATE INVESTMENT AGREEMENT
18 T H JULY 2025
TRANSACTION CODE: 160216DEUTDEFFXXX886793
SENDER REFERENCE: 9986 -0333-F9755-8897-DEUT997850743210
PRIVATE INVESTMENT AGREEMENT
18 T H JULY 2025
TRANSACTION CODE: 160216DEUTDEFFXXX886793
SENDER REFERENCE: 9986 -0333-F9755-8897-DEUT997850743210
PARTY-B “ SIGNATORY PASSPORT COPY” :
PRIVATE INVESTMENT AGREEMENT
18 T H JULY 2025
TRANSACTION CODE: 160216DEUTDEFFXXX886793
SENDER REFERENCE: 9986 -0333-F9755-8897-DEUT997850743210
PARTY-B “ CORPORATE REGISTRATION COPY” :
PRIVATE INVESTMENT AGREEMENT
18 T H JULY 2025
TRANSACTION CODE: 160216DEUTDEFFXXX886793
SENDER REFERENCE: 9986 -0333-F9755-8897-DEUT997850743210
EDT (Electronic document transmissions)
E D T ( Electronic d ocument t ransmissions) s hall b e d eemed v alid a nd e nforceable i n r espect of any provisions
of this Contract. As applicable, this Agreement shall be:
1. I n corporate U .S. P ublic L aw 1 06-229, ‘ ‘Electronic S ignatures in G lobal a nd N ational C ommerce Act’’ o
r s u ch o ther a pplicable l aw c onforming t o t he U NCITRAL M odel L aw o n E lectronic S igna t u r e s ( 2 0 0 1 ) a n d
2. E l ectronic C ommerce A greement ( ECE/ T RADE/257, G e neva, M a y 2 000) a dopted b y t he U nited N ations C entre f
or Trade Facilitation and Electronic Business (UN/CEFACT).
3. E D T d ocuments s hall b e s ubject t o E uropean C ommunity D irective N o. 9 5/46/EEC , a s a pplicable. Either Par
t y m a y r equest h ard c o py o f a ny d ocument t hat h as b een p reviously t ransmitted b y e lectronic means provi
d e d h owever, t hat a ny s uch r equest s hall i n n o m anner d elay t he p arties f rom p erforming their respectiv
e obligations and duties under EDT instruments.
ELECTRONIC SIGNATURE IS VALID AND LEGALLY – BINDING AS AN ORIGINAL IF TRANSMITTED IN SECURE AND
CERTIFIED *.PDF FORMAT
** THE END OF THE AGREEMENT ***
