JOINT-VENTURE AGREEMENT

FOR INVESTMENT FUNDS MANAGEMENT

VIA GPI AUTOMATIC SWIFT MT103 CASH
TRANSFER

BETWEEN

XXXXXXXXXXXXXXXXXXXX

AND

XXXXXXXXXXXXXXXXXXXX

AGREEMENT NO.:
TRANSACTION CODE:

Date: 11th of August, 2025

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This PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT OF THE TRANSFERS FOR

FINANCIAL PROJECT INVESTMENTS VIA SWIFT MT103 GPI AUTOMATIC TO GLOBAL
SERVER (Hereinafter, referred to, as “the Agreement”) is entered on the date of 11 th of
August, 2025.
By and between the following Parties:
PARTY-A / INVESTOR / SENDER:
COMPANY NAME:

COMPANY ADDRESS:

COMPANY REGISTRATION NO.:

REPRESENTED BY:

TITLE:

PASSPORT NUMBER &

COUNTRY

DATE OF ISSUE:

DATE OF EXPIRY:

AUTHORISED SIGNATORY:

BANK NAME:

BANK ADDRESS:

BANK SWIFT CODE OR BIC

ACCOUNT NAME:

ACCOUNT NUMBER:

IBAN NUMBER:

BANK OFFICER NAME:

with full legal and corporate authority to sign this Agreement (hereinafter referred to as
PARTY-A / INVESTOR / SENDER.
PARTY-B / PARTNER /RECEIVER
COMPANY NAME:

COMPANY ADDRESS:

COMPANY REGISTRATION NO.:

REPRESENTED BY:

TITLE:

PASSPORT NUMBER &

COUNTRY:

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TRANSACTION CODE:
DATE ISSUED:

DATE OF EXPIRY:

UAE ID NUMBER

DATE OF ISSUE:

DATE OF EXPIRY:

COUNTRY OF ISSUE:

TRANSACTION BANK COORDINATES (RECEIVING ACCOUNT)

BANK NAME:

BANK ADDRESS:

BANK OFFICER NAME:

BANK SWIFT CODE OR BIC

ACCOUNT NAME:

ACCOUNT NUMBER IBAN

ACCOUNT NUMBER:

AUTHORISED SIGNATORY:

with full legal and corporate authority to sign this Agreement (hereinafter referred to as
PARTY-B / PARTNER / RECEIVER.
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 are good, clean, clear, and free of non-
criminal origin, are free and clear of all liens, encumbrances, and third-party interests.
WHEREAS: Party-B is ready, willing, and able to receive the USDEuro Investment Funds as
per Clause 2 of this Agreement in agreed Tranches with Rolls and Extensions by way of
Cash Transfer Via GPI AUTOMATIC SWIFT MT103 Cash Transfer. The investment
funds shall be disbursed according to the IRREVOCABLE PAYMENT ORDER AND
DISTRIBUTION AGREEMENT executed between the Parties hereto.
1. GPI AUTOMATIC SWIFT MT103 CASH TRANSFER
1.1 Party-A & Party-B both sign and execute this Joint-Venture Investment
Agreement.
1.2 This Investment Agreement thereby automatically becomes a full commercial
recourse contract.
1.3 The Parties will lodge a copy of this executed Agreement into their respective
banks for compliance, if necessary.
1.4 The Investor will then transfer the CASH via GPI AUTOMATIC SWIFT
MT103 Cash Transfer debit to debit account to Party-B’s account, and
it will provide a Copy of the BLACK SCREEN and ORIGINAL REPORT

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providing all necessary codes to search, retrieve, and accept the
subject investment funds.
1.5 Notice: There is no communication with the Sender’s Banker, the Sender will
provide the “Notification of Sending the Funds” as per the copies provided to
the Receiver of the BLACK SCREEN and the ORIGINAL REPORT as per 1.4
above and receipt of transaction fee.
1.6 The Receiver’s Bank Officer shall use the given code F20 or F21TRN to
trace the funds in the SWIFT International Global Server.
1.7. Party-B will verify, authenticate & confirm the receipt of the cash funds within
three to five banking days subject to fund clearance confirmation by the
receiving bank and the Central Bank of the receiving country, and then make
the necessary disbursements via SWIFT MT103 Telegraphic Transfer
automatically as per the Irrevocable Payment Order and Distribution
Agreement as mutually agreed.
1.8 Customised Procedure in Chronological Order:

● Within a maximum of X (X) banking days after execution Agreement

signing completion, the Sender's Bank will issue RWA SWIFT MT199 and
advise readiness to transfer funds via GPI SWIFT MT103 Cash Direct
Transfer. The Sender shall provide a copy of said MT199 to the Receiver.
(Optional)
● Within X (X) banking days after receipt and authentication RWA SWIFT
MT199, the Receiver's bank reply by issues RWA SWIFT MT199 and advise
readiness to receive fund via GPI SWIFT MT103 Cash Direct Transfer. The
Receiver shall provide a copy of said MT199 to the Sender.(Optional)
● Within X (X) banking days, the Sender's bank officer will issue GPI SWIFT
MT-103 CASH TRANSFER into the Receiver's bank and the Sender provide a
copy of the Black Screen and the Original Report by email or by
communication app to the Receiver.
● Within X (X) banking days the Receiver’s Bank confirms that it has located
the SWIFT MT103 in the SWIFT Global Server and the Receiver will issue
Bank PGL signed-off by two Senior Executive Bank Officers, then the
Receiver will send the Paymaster Bank PGL to the Sender or the Sender’s
appointed (Raemoir Capital Limited) funds manager.
● Within X (X) Banking days of receiving the Bank PGL, the Sender will
provide the Black Screen SWIFT Copy with all the codes (TRN/UETR/ACK
Key codes including the Release and Final Codes) to download and credit
the beneficiary account as per this present Agreement.
● Within X (X) Banking days after receipt and clearance of the Cash fund
Transfer into the Receiver beneficiary account, the Receiver will transfer to
the Sender’s designated account the investment funds due to the Sender
as per the Irrevocable Payment Guarantee and Distribution Agreement.
2. TOTAL VOLUME OF INVESTMENTS AND ORDER OF FINANCING

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Now therefore in consideration as herein set out and in consideration of the
understanding, as well as of here good valuables purposes, the adequacy and
receipt of which is hereby acknowledged by Parties as follows:
Party-A is ready to start project financing and shall provide Party-B with the funding
necessary for implementing investment and development projects through their
respective USDEURO currency funds as detailed below:
2.1. TERMS & CONDITIONS OF THE TRANSACTION
1. SENDER’S DELIVERY: GPI AUTOMATIC SWIFT MT103 CASH TRANSFER
2. TOTAL CONTRACT
VALUE:
3. 1ST TRANCHE:
4. 2ND TRANCHE:
5. 3RD TRANCHE
5. SUBSEQUENT
TRANCHES:
7. REMITTANCE BY:
8. PAYMENT BY:

2.2 IRREVOCABLE PAYMENT GUARANTEE AND DISTRIBUTION AGREEMENT

This Agreement No.: XXXXXXXXXXXXXX having Transaction Code:
XXXXXXXXXXX is subject to the terms and conditions of the IRREVOCABLE
PAYMENT GUARANTEE AND DISTRIBUTION AGREEMENT (IPGDA) which is an
integral part of the Joint Venture Agreement For Investment Funds
Management Via GPI AUTOMATIC SWIFT MT103 Cash Transfer between the
Parties executing this Agreement.
The IPGA is a separate document annexed to this Agreement No.:

2.3. TRANSACTION PROCEDURES – MT103 SWIFT GPI AUTO TRANSFER (CASH-

FUNDED)

Using the Auto SWIFT GPI MT103 transfer process – Bank Officer logs into the bank’s
secure SWIFT system and:
1. The Bank Officer logs into the SWIFT system using USER ID and USER
PASSWORD.
2. Input in the field TRN NO the Transaction Reference Number (TRN) from
the SWIFT MT103 copy and click ENTER.
3. The system will automatically display the transaction details and confirm
the availability of funds in the sender’s cash-funded account.
4. The banking system will automatically debit the funds from the sender’s
cash-funded account and transmit the payment to the beneficiary bank via the
SWIFT GPI network. Credit facility or non-cash transfers are not permitted.
5. A GPI Sequence Number will be automatically generated within minutes,
allowing real-time tracking through the SWIFT GPI tracker.
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6. The transaction is routed through correspondent banks (if applicable) and
the Bank of Thailand (BOT) for regulatory clearance.
7. Upon BOT approval, the beneficiary bank automatically credits the funds to
the beneficiary’s account. If currency conversion is required, it is processed
automatically according to the MT103 payment instructions.
8. Once the funds are credited with the reflected value in the beneficiary
account, the process is completed.
2.3. TRANSACTION PROCEDURES:
Downloading procedure SWIFT GPI SEMI on Common Account Mandatory-
High-Level Bank Officer login into SWIFT.com and:
1. The Bank Officer logs into SWIFT.com using USER ID and USER PASSWORD
2. Input in the field * TRN NO* the TRN Code (which is in the SWIFT COPY
MT103) and click ENTER.
3. THERE the system will show the funds.
4. The Bank Officer "DRAG" the electronic figure "the tranche amount" and
drop it into the "CREDIT SEQUENCE”.
5. Now the banking system will generate a "SEQUENCE NUMBER" within 5
minutes.
6. Once the "CREDIT SEQUENCE" ends the Funds will automatically convert
into local currency (IF REQUIRED). This will take a minimum of 24 hours
to a maximum of 72 hours.
7. After the above SEQUENCE, now the Funds can be Manually Credited
into beneficiary accounts by "Drag and Drop" from the currency
conversion into beneficiary account.
8. Once the amount is credited to the Beneficiary account with the
reflected amount, the process is done.
3. NON-SOLICITATION
Manager 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 here under and will give rise to claims for damages if, and
to 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 Acts of War, Rebellion, Fire,
Flood, Earthquake, or other natural disasters, and any other cause not within the
control of such nonperforming party, or in which the non-performing Party exercises
reasonable diligence is unable to foresee or prevent or remedy.
4. REPRESENTATIONS AND WARRANTIES
4.1 ORGANIZATION. It is duly organized, validly existing, and in good standing
under the law of its jurisdiction of formation with all requisite power and

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authority to enter into this Agreement, to perform its obligations here under,
and to conduct the business of this transaction.
4.2 ENFORCEABILITY. This Agreement constitutes the legal, valid, and binding
obligation of such party enforceable by its terms.
4.3 CONSENT and AUTHORITY. No consents or approvals are required from any of
the governmental authorities or other persons 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.
4.4 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.
4.5 CONSULTATION. The Parties each have been allowed to seek and rely upon
the advice of their attorney, accountant, or another professional adviser in
connection with the execution of this agreement. Both Parties shall do so in
respect of each other and under this Agreement’s written conditions.
5 MISCELLANEOUS
5.1 NOTICE(S). The two authorized signatories will execute any modifications,
amendments, addendums, or follow-on contracts. 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.
5.2 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.
5.3 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 concerning 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.
5.4 AMENDMENTS. This Agreement may not be amended, altered, or modified
except upon the unanimous instrument in writing and signed by each of the
Investor and Asset Manager.

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5.5 SEVERABILITY. If any provision of this Agreement shall be held or deemed by a
final order by 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 to
give full force and effect to the remaining such terms and provisions.
5.6 COUNTERPARTS. This Agreement may be executed in one or more
counterparts.
5.7 APPLICABLE LAW; JURISDICTION. This Agreement shall be governed by and
construed under the laws of the jurisdiction in which this Agreement is
executed. The Parties consent to the exclusive jurisdiction of the Paris shall be
preceded according to the principle of the ICC, by any civil actions concerning
any controversy, dispute, or claim arising out of or relating to this Agreement,
any other agreement contemplated by, or otherwise concerning, 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.
5.8 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.
5.9 COUNTERPARTS. All of which shall be considered the same agreement and
shall become effective when one or more such counterparts have been signed
by and delivered to each of the Parties.
5.10 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.
5.11 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.
5.12 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.
5.13 NO BROKER. Each 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.

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5.14 CURRENCY. Any exchange of funds between the Sender and Manager shall be
made in the same currency in which the Sender transferred the investment
fund. In addition, all calculations under this Agreement and any Joint Venture
Agreement shall be based on ICC regulations in Paris.
6. ARBITRATION
6.1 All disputes and questions whatsoever which arise 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 under the
arbitration laws of the ICC, Paris, France.
6.2 Every attempt shall be made to resolve disputes arising from the 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.
6.3 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.
6.4 This Agreement will be governed by and construed per 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.
6.5 All Communications will take place on the account to account only. No
exceptions, emails, or attachments of this document, when duly executed, are
considered originals and binding documents.
6.6 Once executed by both Parties, this Agreement will become effective as of the
date first written above.
6.7 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.
7. ELECTRONIC DOCUMENT TRANSMISSION.
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);

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● 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 a 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 ED instruments.

IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals
upon this Agreement as XXXXXXXXXXXXXXXXX

For and on behalf of

ECLIPS CORPORATION (UK) LTD.

________________________________________

Signature

Date:

Authorized Signatory:

Passport Number:

Date of Issue:

Date of Expiry:

Country of Issue:

For and on behalf of

CARBON GROUPS FOR MANAGEMENT CONSULTANCIES CO. LLC.

________________________________________

Signature

Date:

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Authorized Signatory:

Passport Number:

Date of Issue:

Date of Expiry:

Country of Issue:

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ADDENDUM 1: PARTY A | INVESTOR | SENDER

COPY OF PASSPORT – AUTHORISED SIGNATORY

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ADDENDUM 2: PARTY A | INVESTOR | SENDER

COPY OF COMPANY INCORPORATION CERTIFICATE

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ADDENDUM 3: PARTY B | PARTNER | RECEIVER

COPY OF PASSPORT – AUTHORISED SIGNATORY

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ADDENDUM 4: PARTY B | PARTNER | RECEIVER

COPY OF COMPANY INCORPORATION CERTIFICATE

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