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Agreement On Delivery of Cash Funds For Investments: Via Swift Mt103 FTP Mode Manual Download

This document is an agreement between GJL Realeastate GmbH and an unnamed party (Party B) regarding the delivery of 500 million euros in cash funds via SWIFT MT103 FTP for investments. Key details include: - GJL Realeastate GmbH will assign financial assets to Party B for an agreed period to be used for financial documents and certificates as part of an investment program. - Each party appoints authorized signatories to bind the partnership and manage the joint business activities and investments outlined in the agreement. - The bank statements and accounting records for each transaction will be kept by the party who owns the bank account, but must be available for review by the other party.

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Darren Quah
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100% found this document useful (4 votes)
1K views17 pages

Agreement On Delivery of Cash Funds For Investments: Via Swift Mt103 FTP Mode Manual Download

This document is an agreement between GJL Realeastate GmbH and an unnamed party (Party B) regarding the delivery of 500 million euros in cash funds via SWIFT MT103 FTP for investments. Key details include: - GJL Realeastate GmbH will assign financial assets to Party B for an agreed period to be used for financial documents and certificates as part of an investment program. - Each party appoints authorized signatories to bind the partnership and manage the joint business activities and investments outlined in the agreement. - The bank statements and accounting records for each transaction will be kept by the party who owns the bank account, but must be available for review by the other party.

Uploaded by

Darren Quah
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
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AGREEMENT NO: GJL/XXX/500M/FTP/20210203

TRANSACTION CODE: GJLXXX500MFTP20210203


DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

AGREEMENT ON DELIVERY OF CASH


FUNDS FOR INVESTMENTS VIA SWIFT MT103
FTP MODE MANUAL DOWNLOAD

GJL REALESTATE GMBH


AND
XXXXXXX LIMITED

AGREEMENT NO. GJL/XXX/500M/FTP/20210203


TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 3, 2021
AGREEMENT NO: GJL/XXX/500M/FTP/20210203
TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

AGREEMENT ON DELIVERY OF CASH FUNDS FOR INVESTMENTS VIA MT103 FTP SWIFT
This Investment Agreement Transaction Code No: GJLXXX500M20210203, hereby referred to as
Agreement, 500,000,000 (FIVE HUNDRED MILLION EURO) with R&E is made and entered into the force on
February 2, 2021 by and between:
PARTY-A INVESTOR/SENDER:
COMPNAY NAME GJL REALESTATE GMBH
COMPANY ADDRESS: KENNEDYALLEE109, 60596 FRANKFURT, GERMANY
REGISTRATION NUMBER: HRB112846
REPRESENTED BY: MR. GORDON JAMESLASCHINGER
PASSPORT NO.: HC184341
ISSUED PLACE: CANADA
DATE ISSUE: 09.06.2015
DATE EXPIRE: 09.06.2025
BANK NAME DEUTSCHE BANK AG
BANK ADDRESS: 60254 FRANKFURTAM MAIN
ACCOUNT NAME: GJLREALESTATEGMBH
ACCOUNT NUMBER – IBAN: DE91 5007 0024 0661 9050 00
SWIFT CODE: DEUTDEDBFRA

PARTY-B PARTNER /RECEIVER:


COMPNAY NAME
COMPANY ADDRESS:
REGISTRATION NUMBER:
REPRESENTED BY:
PASSPORT NO.:
ISSUED PLACE:
DATE ISSUE:
DATE EXPIRE:
BANK NAME
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT NUMBER – IBAN:
COMPANY BANK IBAN/BSB
SWIFT CODE:
SORT CODE:

1. DEFINITIONS.
Except where otherwise indicated, the following terms shall have the following meanings:
1.1. «The Agreement» or «This Agreement» or «The present Agreement» shall mean this document originally executed
and modified, amended, and/or supplemented from time to time by mutual written agreement.
1.2. «Partnership» shall mean the Partnership formed and governed by this Agreement.
1.3. «Partner» shall mean the Parties or any subsequent transferee of the interest in the Partnership of the PARTIES
in accordance with the provisions of the present Agreement.
2. SCOPE AND PURPOSE OF AGREEMENT.
2.1. The subject of the present Agreement is the organization of joint activity and cooperation on the basis of full trust
and mutual partnership in the fields of foreign economic activity, finance and finance instruments, banks and finance
AGREEMENT NO: GJL/XXX/500M/FTP/20210203
TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

companies, industrial and producing companies with the aim of realization of investment and other programs by way
of attracting financial resources into profitable and mutually beneficial projects.
2.2. The aim of the present Agreement is the receiving of guaranteed profit for securing of realization of investment
projects and programs in Russia, CIS and other European and World countries.
2.3. The Partnership Interest of each respective Partner allocated and distributed pursuant to Paragraph 6 of the
present Agreement, shall be subject to each individual contract in frames of the Present Agreement. The results of
these agreements are to be issued in respective Contracts which are the integral part of the Present Agreement.
2.4. Party A assigns to Party B, each time for an agreed period for each transaction, the financial assets which are specified
in protocols, which are appendices to the present agreement.
2.5. These financial assets will be used for issuance of financial documents of “Certificate of active keeping of
valuables” format by means of which financial assets join in the consolidated balance of the International Consortium
“Society for children”. On the basis of the consolidated balance, Certificates for the right of possession, enjoyment and
disposal of the consolidated private capital are issued. Party‑B organizes the receiving of finances for the purpose of
joint investment intothe projects of the program “Society for children”. The joint activity of the Parties is done on the
basis of this Agreement, The Joining Agreement to the International Consortium “Society for children” and the set form
of the Joint Agreement.
3. APPOINTMENT, SUBSTITUTION AND DESIGNATED SIGNATORIES OBLIGATIONS.
3.1. Each of the Parties respectively appoints the following persons to be authorized to bind each Partner on behalf of
the Partnership in accordance with the terms and conditions of the Present Agreement.
3.2. Each Partner may constitute and appoint another individual as a substitute Designated Signatory with full power
to act for a Designated Signatory as specified in Article 3.1. of the Present Agreement, and on behalf of his or her name,
place and stead, in the same manner, to the same extent and with the same effect as granted to Designated Signatory
in accordance with the Present Agreement.
3.3. Such constitution and appointment of a substitute Designated Signatory must be confirmed by a written document
signed by a Designated Signatory (Signatories) of the respective Partner assigning the authority as specified herein, and
such written document must be delivered to a Designated Signatory of the other Partner.
4. MANAGMENT OF PARTNERSHIP.
4.1. The general management and control of the activity of the Partnership shall be made only upon the written
consent of a Designated Signatory of each Partner, and neither Partner shall act for or assume any obligation or
responsibility on behalf of the Partnership, whether or not in the ordinary course of the business activity of the
Partnership, unless specifically authorized by the Present Agreement signed by each Partner. Each Partner shall
indemnify and hold harmless the Partnership and the other Partner and their respective employees and agents against
any and all claims, damages, losses and liabilities (including attorney's fees and expenses) to which the Partnership or
either Partner may be or become subject to.
4.2. A designated Signatory of each Partner shall sign all relevant orders or documents if such orders or documents are
in conformity with the pending contracts, which they represent or with which they are associated. Refusal of a Partner
to sign any order or document as specified above shall be considered a breach of the present Agreement.
4.3. Any and all business including interest of both Partners is governed by the terms and conditions of the Present
Agreement, unless such business is specifically exempted by mutual written agreement.
4.4. The Partnership shall effort to each Partner and their respective counsel, accountants and other representatives’
access to all properties, books, records and other documents concerning any and all joint business of the Partnership
and shall furnish to each Partner such information concerning any and all joint business of the Partnership and copies
of such documents as each of the Partners in this
respective reasonable judgment may request. Neither Partner is entitled to any documents of the other Partner which
do not concern the business of the Partnership.
5. MAINTANCE OF THE FINANCIAL ACOUNTING.
5.1. The Bank Statements of the account, of each transaction in frames of the present Agreement are to be kept by
Partner who owns the Bank Account. However, such Bank Statements must be available for review by other Partner
upon his request.
5.2. Any and all costs, taxes and obligatory expenses of the Parties, related to banking transactions in frames of the
present Agreement each Partner shall pay separately.
6. LOCATIONS AND DISTRIBUTIONS OF PROFIT.
6.1. Prior to performance of any and all deals of the Partners Bank Officer of the appropriate Partner receives
Irrevocable Payment Instruction for distribution of the Partnership Interest (Partnership Share) of each Partner in
acceptable form according to the Article 2.3. of the present Agreement. Each of the Partners has right to use the said
funds as per his own discretion without agreement with the other Partner.
6.2. Partner Interest (Partner Share) payment to any of the Partners shall be made after repayment credit lines,
commission payments, refunding of banking costs, or interest payments of the Partnership. Each Partner receives his
Partnership Share of income in accordance with the written agreement of the Partners which is made as Appendix of
AGREEMENT NO: GJL/XXX/500M/FTP/20210203
TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

the Present Agreement and which is an integral part of the Present Agreement.
6.3. In case one of the Partners places his funds to the Mutual Joint Account to make transactions relating to the
Partnership's business, those funds remain the property of that Partner who placed the funds in the Mutual Account.
7. CONFIDENTIALITY.
7.1. At any time that each Partner is a Partner in frame works of the Present Agreement and thereafter, each Partner
shall keep strictly confidential and not disclose to any third party the business of Partnership or the business of the
other Partner or its Partners on other deals and the details of the deal, except as maybe necessary for the employees
or Agents of it and
its Affiliates to carry on the business of the Partnership or in connection with the filings with governmental agencies or
courts or otherwise required under applicable law. To the extent that such information is revealed, each Partner shall
use its best efforts to have the persons receiving such information retain it in confidence.
7.2. Each Partner agrees that one shall not circumvent one another or disclose the identities of the Parties to third
parties without the written consent of the other Partner.
7.3. With regard to any and all kind of business of the Partnership, each Partner agrees that one shall not at any time
directly or indirectly through third parties knowingly furnish any information to customers or procure the commodity
from the customers of either Partner.
7.4. In case of direct or indirect circumvention, the circumvented party shall be entitled to legal maximum fees it would
have released from the transaction of the fee amount and reimbursement of legal expenses.
7.5. Each Partner agrees to and accepts the provisions of the International Chamber of Commerce (ICC) non‑disclosure
agreement with regard to all parties involved in any business of the Partnership with reciprocation for a period of Ten
(10) years from the date of termination of the present Agreement, or such longer period as renewed by mutual written
agreement.
8. DISSOLUTION, LIQUIDATION ANDWENDINGUP.
8.1. The Present Agreement may be terminated at any time by the mutual written consent of both Partners. This would
entail the automatic termination of partnership activities in accordance with the Present Agreement.
8.2. Neither Partner shall have right to withdraw or resign from Partnership while there is any ongoing business or
there are obligations of any executed contract pending, including the renewal of a contract previously subject to this
Agreement, without the written consent of the other Partner.
8.3. Each Partner has right to withdraw or resign from the Partnership upon the material breach of the terms and
conditions of the present Agreement by the other Partner, thereby dissolving the Partnership.
8.4. After the Present Agreement is terminated all funds remaining in the Agreed Account, after payment of due
provision for all liabilities to creditors of the Partnership, shall be distributed in accordance with the allocation terms
provided in Paragraph 6 of the Present Agreement.
9. FORCE MAJEURE.
9.1. The Partners do hereby accept the international provision of Force Majeure as published by the International
Chamber of Commerce (ICC), Paris, SWITZERLAND.
9.2. Should any of the Force Majeure circumstances, including but not limited to natural calamity, fire, government
restriction, strikes or lockouts by workmen, war, military operations of any nature and blockades preventing either
Partner from wholly or partially carrying out their contractual obligations under the present Agreement, in this neither
Partner shall be held responsible for breach of the Agreement caused by Force Majeure.
9.3. In the event of the circumstances subject to this Article 9 continue for more than Three (3) months, either Partner
shall have the right to refuse to fulfill its contractual obligations under the present Agreement without title to
indemnification of any losses it may hereby sustain.
9.4. A Partner unable to carry out its obligations according to the Present Agreement shall immediately notify the other
Partner of the commencement and termination of the circumstances preventing the performance of the present
Agreement. A certificate issued by the respective Chamber of Commerce of either Partner's country shall be acceptable
proof of existence or duration of such circumstances caused by Force Majeure. In case the Party which performance of
obligations is interfered by circumstances of force‑major, will not inform other Party on approach of such circumstances
i10‑day's term, such Party loses the right to refer to the specified circumstances as force‑major.
10. MISCELLANEOUS PROVISIONS.
10.1. Partners agree that facsimile and electronic copies of the Present Agreement and any documents in frames of
the Present Agreement have full legal force and are acceptable till originals are exchanged.
10.2. In the event that one or more of the provisions of the present Agreement shall be or become ineffective for
whatever reason, this shall not effect the validity of the remaining provisions. In case of the deficiencies of the
Agreement, each Partner agrees to undertake to correct and improve the deficient provision or provisions so as to
achieve the aim and
purpose of the Agreement in the best possible manner.
10.3. Each Partner shall accept for itself sole liability for any taxes, duties and charges of whatever nature that may be
AGREEMENT NO: GJL/XXX/500M/FTP/20210203
TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

found applicable and/or due by it in the performance of their obligations according the Present Agreement. Each
Partner shall advise the other in advance on matters concerning taxation in each of their respective concerns.
10.4. The present Agreement contains the entire agreement between the Parties and there are no oral promises or
representations affecting it. Any modifications of and additions to the present Agreement shall be agreed by each
Partner in writing.
10.5. The Present Agreement is made in Two (2) copies in English having, one (1) copy for each Party.
10.6. Any and all disputes arising in connection with the Present Agreement shall be finally settled under the Rules of
Conciliation and Arbitration of the International Chamber of Commerce (ICC), Paris, SWITZERLAND by one or more
Arbitrators appointed in accordance with the said rules, said Arbitration to be held in Stockholm, Sweden.
10.7. On all changes in payment and post essential elements of the Party are obliged to inform immediately each other.
The actions accomplished to old addresses and accounts, accomplished before reception of notices on their change,
are set off in the performance of obligations.
Note: Party A/Sender, reserves the right to change the bank accounts on his sole discretion. Bank details is subject
possible to change within 72 hours before transfer on the Receiver.
10.8. The Present Agreement comes into force from the date of its signing for duration of Five (5) years. The Present
Agreement may be prolonged for any period of time upon mutual written consent by Parties.
10.9. Appendices and additions to the Present Agreement are considered valid if they are made in written form and
signed by the authorized persons.
10.10. Each of the Parties to the Present Agreement confirms that one has full legal authority to execute the Present
Agreement and that each Party is bound by the terms and conditions as set forth herein.
10.11. Parties have right to transfer one’s in part or to concede completely one’s rights under the Present Agreement
to the third party under condition of acceptance of duties by the last, conditions and obligations under the Present
Agreement.
11. DISTRIBUTION OF SHARES OF THE PARTIES.
11.1. Proportion of the contribution, distribution the distribution of the supplied investment capital from the
management, disposition, possession and use of the Funds after deduction of all necessary expenses, withholding
and fees received as a result of joint activities of the Parties the nominated projects are carried out by agreement of
the Parties in the following order by agreed of the Parties.
12. CONSULTANCY FEE:
Investor and Partner are paid by each party to their agents and partners independently: as appear in appendix
2 of agreement with via IP/IP code server.
The Payments shall be paid by the Paymaster to “the Parties” as per the Irrevocable Master Fee Protection
Agreement (IMFPA) and Paymaster Agreement and /or Partnership Agreement. Payments by the Paymaster to
the Client (“the Payments”) will be made after each arrival of funds on behalf of the Client to the Paymaster.
13. LIABILITY OF THEPARTIES.
13.1. The responsibility of the Parties under this Agreement starts from its signature by the Parties and continues until
the complete fulfillment of the obligations incurred.
13.2. In case in the process of the fulfillment condition of this Agreement changes or amendments occur that are
executed as Appendixes or Addenda, they shall represent integral parts of this Agreement.
13.3. Party B is responsible to the Party A for complete or partial failure of the investment for reasons attributable
to itsdirect behavior by compensating for all expenses of Party A to the extent that will be agreed between the parties.
13.4. The Party B In case of untimely execution of transfer of a share of funds after delivery of a target active at the
present Contract more than for 5 (five) bank days, without the well-founded reasons, she is obliged within 7 (seven)
bank days,from date of default of the taken obligation to pay to the Party A penalty in size 1.5% (One-point five tenths
percent) fromthe amount of funds delivered by Party A.
13.5. Non fulfillment of obligations by the Party B does not relieve it from the delivery of funds under this agreement.
13.6. To ensure the financial balance of both parties Party B issues the guarantee in the form of the Corporate
Payment Guarantee.
13.7. «CPG» prior to the supply of funds by Party A.
13.8. The Corporate Payment Guarantee «CPG» is returned back to Party B after the fulfillment by Party‑B of all
obligations.
With full legal, and corporate authority to the INVESTOR & PARTNER Agrees on various
conditions & Procedures as follows: -
NOW, THEREFORE, it is agreed as follows:
FIRST PARTY’s Statement
INVESTOR represents and warrants that it has full corporate responsibility permission to enter into this Agreement.
It hereby declares under penalty of perjury that the funds are good, clean, clear, and free of non‑criminal origin,
and are free and clear of all liens, encumbrances and third-party interest.
AGREEMENT NO: GJL/XXX/500M/FTP/20210203
TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

By signing this Agreement, Investor represents and warrants that it is giving to Partner and its designated parties,
full details of the operation, bank details, people direct contact details in order that the Partner has full legal
authority to download said cash funds via MT103 FTP and distribute and transfer cash funds via SWIFT Message
MT103, as per agreed terms and conditions in this Agreement.
WHEREAS, the Investor presents the legal tender European Union Euro (EURO) available and warrants that they
are good, clean, clear, of non‑criminal origin, free from any liens and taxes, freely transferable to be transacted.
WHEREAS, the Parties wish to enter into this agreement for the transfer of (EURO) against EUROs (EURO) under
the following terms and conditions:
STATEMENT: Both undersigned Parties, with full corporate responsibility, under penalty of perjury, do hereby
confirm that they are ready, willing and able to transfer good, clean, clear, legally owned and of noncriminal origin
EURO. This currency transaction is a transfer VIA MT103 FTP process, according to an agreed Bank to Bank
procedure, the EURO transfer rate on the day of the transaction, as per the following conditions and procedures:

TYPE OF INSTRUMENT MT103 FTP TRANSFER SWIFT


TOTAL FACE AMOUNT: 500,000,000 (FIVE HUNDRED MILLION EURO)
FIRST TRANCHE: 500,000,000 (FIVE HUNDRED MILLION EURO)
SECOND TRANCHE: AS AGREED,

TOTAL FACE VALUE Up to 50,000,000,000 (FIFTY BILLION EURO) with Rolls & Extensions

SENDER -45+5% RECEIVER +45%+5% FOR THE FIRST TRANCHE SUBSEQUENT


RATIOS
SECOND ROLLS AND EXTENSION TRANSCHE ONWORDS:
DELIVERY BY SENDER: VIA MT103 FTP SWIFT TRANSFER
SWIFT MT103 WIRE TRANSFER WITHIN 3 (THREE) BANKING DAYS AFTER
PAYMENT BY RECEIVER:
RECEIPT,
PAYMENT BY RECEIVER: AUTHENTICATION AND VERIFICATION FROM INVESTOR
PAYMENTS BY RECEIVER: WIRE TRANSFER VIA SWIFT MT103 CASH WIRE TRANSFER (T/T)
WITHIN FIVE (5) BANKING DAYS UPON RECEIPT AND CLEARING OF THE
PAYMENT DURATION:
FUNDS ON RECEIVING BANK COMMON ACCOUNT
IT'S UNDERSTOOD THAT THE AMOUNT AND TIMING OF TRANCHES ARE TO BE
SPECIAL NOTE:
DEFINED between the parties
BETWEEN THE PARTIES.

PAYENT GAURANTEE LETTER BANK ENDORSED PGL or otherwise as agreed

Remark 1 MT 199 MT103 SWIFT CAN BE PROVIDED

With full legal, and corporate authority to sign this Agreement, the INVESTOR & PARTNER
Agrees on above conditions & append their signature as below in complete acceptance of
above terms & conditions-

NOW, THEREFORE, it is agreed as follows:

WHEREAS, are individually known as Investor and Partner and jointly known as Parties; and

WHEREAS, the Parties have concluded this Agreement for participation solely in socially oriented programs within
the framework of the UN General Assembly, dated May 2002, under the "Society for Children" program All
payments under this agreement will be
carried out only to create a material and financial base for ensuring the comprehensive development of children
and youth in the agreed Eurasian space from the calculation. Financial Provision is carried out at the rate of three
million euros for the release in the life of one young man; and

WHEREAS, Investor is holding an account with cash funds to be transferred to Partner designated account VIA
MT103 FTP aiming at investments; and
AGREEMENT NO: GJL/XXX/500M/FTP/20210203
TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

WHEREAS, Partner is ready, willing and able to receive said cash funds into its designated account VIA MT103 FTP and
to execute the distribution and transfer of said received funds to designated parties and bank accounts via SWIFT
Message MT103/202, in accordance to the terms and conditions in this Agreement; and

WHEREAS, Partner has further made arrangement with a third party (hereinafter referred to as Facilitator), to
facilitate the execution of the said delivery of cash funds for investments and Partner and Facilitator shall authorize
and instruct their designated Trustee to receive said funds and proceed on the agreed distribution and transfer of
cash funds, in accordance to the terms and conditions in this Agreement;

FOR AND BEHALF OF THE PARTY A / INVESTOR FOR AND BEHALF OF THE PARTY B / PARTNER

GJL REALESTATE GMBH

MR. GORDON
REPRESENTED BY: REPRESENTED BY:
JAMESLASCHINGER
PASSPORT NUMBER: HC184341 PASSPORT NUMBER:

DATE OF ISSUE 09.06.2015 DATE OF ISSUE:

DATE OF EXPIRY: 09.06.2025 DATE OF EXPIRY:

COUNTRY OF ISSUE: CANADA COUNTRY OF ISSUE:

PROCEDURES:

1. PROCEDURES INSTRUCTION FOR MT103 FTP MODE MANUAL DOWNLOAD


HERE ARE THE INSTRUCTIONS FOR THE SWIFT OPERATOR ON HOW TO IMMEDIATELY
IDENTIFY THE QUICK ACCOUNT AND CREDIT/DEBIT OF THE CREDIT BENEFICIARY (CASH
SETTLEMENT IN REAL TIME) THE SIMPLE STEPS OF THE THREE AND THE TRANSACTION ARE
SETTLED. THIS IS MONEY, NOT CREDIT (FOR CLARIFICATION) IT IS IMPORTANT TO AGREE THE
RECEIVING BANKS THAT THEY WILL RECEIVE FUNDS ACCORDING TO THIS PROCEDURE. FOR
SECURITY REASON, THE FOLLOWING STEPS ARE REQUIRED TO PERFORM THE DOWNLOAD
TRANSACTION CREDIT PROCEDURE: THE USE OF THE SWIFT “MT103 FTP” REQUIRES THAT THE
SWIFT OPERATOR PERFORM A SEARCH EQUIVALENT TO TRACING THE SWIFT TRANSACTION.
1) THE SWIFT OPERATOR IS REQUIRED TO CONDUCT THE SEARCH USING THE REFERENCE
NUMBER OF THE TRANSACTION IN “GLOBAL SWIFT” NOT IN “LOCAL SWIFT” (IF THE SEARCH IS
CARRIED OUT ON THE COMMON ACCOUNT OF THE RECEIVING BANK “LOCAL SWIFT”) THE
TRANSACTION REFERENCE NUMBER WILL NEVER BE FOUND. 2) WHEN THE SWIFT OPERATOR
IDENTIFIES THE TRANSACTION REFERENCE NUMBER ON “GLOBAL SWIFT”, THE SWIFT
OPERATOR IS REQUIRED TO ENTER THE “KEY CODE” PROVIDED BY THE BENEFICIARY
COSTUMER. THE CREDIT FOR THE DOWNLOAD TRANSACTION WILL BE STARTED AND THE
FUNDS WILL BE DELIVERED TO THE COMMON ACCOUNT OF THE RECEIVING BANK LOCAL
SWIFT. 3) THE SWIFT OPERATOR IS REQUIRED TO ENTER THE “RELEASE CODE” TO CREDIT THE
BENEFICIARY CUSTOMER’S ACCOUNT. USE OF THE “RELEASE CODE” WILL AUTHOMATICALLY
CREDIT THE COSTUMER’S
AGREEMENT NO: GJL/XXX/500M/FTP/20210203
TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

ACCOUNT AND ALLOW FUNDS TO BE IMMEDIATELY AVAILABLE TO THE CLIENT. THE KEY
CODE AND “RELEASE CODE” WILL BE PROVIDED BY THE INVESTOR THROUGHT THE PRINTING
OF THE SWIFT TRANSACTION. REFERENCE NUMBER OF THE TRANSACTION EXAMPLE: TRN:
000000000000000000000000000V00 KEY CODE / PASSKEY: 000000 RELEASE CODE: 000X000 NOTE,
THAT THIS PROCEDURE, MUST BE COMPLETED WITHIN 20 MINUTES. THIS PROCEDURE CANNOT
BE INTERRUPTED UNTIL THE FUNDS ARE DELIVERED TO THE BENEFICIARY ACCOUNT. DO NOT
STORE THE DOWNLOADED TRANSACTION CREDIT FUNDS ON THE JOINT ACCOUNT OF THE
RECEIVING BANK AND DO NOT CLOSE, CLOSE THE SESSION WITHOUT TRANSFERRING THE
FUNDS TO THE BENEFICIARY’S ACCOUNT. IF THE PROCEDURE IS INTERRUPTED BEFORE
COMPLETION, THE SWIFT OPERATOR WILL NOT BE ABLE TO IDENTIFY THE FUNDS A NEW
SESSION IS OPENED DUE TO THE SECURITY BUILT INTO THE SWIFT SYSYEM THE TRANSACTION
WILL BE IN PROTECTION MODE AND WILL NOT BE VISIBLE FOR A PERIOD OF 24 TO 48 HOURS.
INFO: B.O. Requirements At Least International Level 16° - Access Only Possible from GLOBAL SWIFT in
Manual Room

2. After funds are cleared by the receiving bank within 3 working bank days (72 hours upon effective receipt,
authentication and verification of funds), Partner makes sequential payments means SWIFT MT103 for mutual
and separate investment targets, subcontractors & consultants, onto designated bank accounts, as per
subcontractor list or as separately agreed between the Parties.

NON-SOLICITATION: Partner hereby confirms and declares that Investor, its associates or
representatives or anyperson or persons 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 transaction or for future transactions.
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 delays or failures in performance are not caused by events or circumstance beyond
the control of such party.
The term “Beyond the Control of Such Party” includes Act of War, Rebellion, Fire, and Flood,
Earthquake or other natural disasters. Any other cause not within the control of such party or which is
by exercise of reasonable diligence, the party will be unable to foresee or prevent or remedy.

REPRESENTATION AND WARRANTIES


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 the Program and the Subsidiaries.
ENFORCEABILITY.
This Agreement constitutes the legal, valid and binding obligation of such party enforceable in
accordance with its terms.
CONSENTS AND AUTHORITY.
No consents or approvals are required from any governmental authority or other Person for it to enter
into this Agreement. All action on the part of such 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.
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.
PARTNER.
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. The Parties shall do
so in respect of each other and under this Agreement written conditions.
AGREEMENT NO: GJL/XXX/500M/FTP/20210203
TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

MISCELLANEOUS.
Notice(s) any modifications, amendments; addendums or follow-on contracts will be executed by the
two authorized signatories 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 the Parties hereto shall be considered as an original, both legally binding and
enforceable for the term of this Agreement.
SPECIFIC PERFORMANCE; OTHER RIGHTS.
Parties recognize that several of the rights granted under 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.
PRIOR AGREEMENTS; CONSTRUCTION; ENTIRE AGREEMENT.
This Agreement, including the Exhibits and other documents referred to herein (which form apart
hereof), con‑statutes 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 GJL/XXX/500M/20210201 endings 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 venture’s agreement, the provisions of the applicable joint venture
agreement shall control.
AMENDMENTS.
This Agreement may not be amended, altered or modified except (i) upon the unanimous by instrument
in writing and signed by each of Investor and Partner.
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.
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 each of the parties and delivered to each of the Parties.
APPLICABLE LAW JURISDICTION.
This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of England.
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.
ARBITRATION.
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 with 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 the 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.
NO RIGHTS OF THIRD PARTIES.
(i) 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.
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.
AGREEMENT NO: GJL/XXX/500M/FTP/20210203
TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

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.
CURRENCY.
Any exchange of funds between Investor and Partner shall be made in the same currency in which
INVESTOR transferred the investment fund (Article III; Section 3.0.5.; (b)). In addition, all calculations
pursuant to this AGREEMENT and any joint venture agreement shall be based on ICC regulations.

AGREED AND ACCEPTED FOR AND ON BEHALF OF PARTY-A AND PARTY-B:


As free expression of my will, I hereby affix below my signature on this document. A facsimile and/or e-
mail copy of this document, and any other related documents, shall be all deemed equally valid as the
original of this document.

SIGNATURES OF THE PARTIES

FOR AND BEHALF OF THE PARTY A / INVESTOR FOR AND BEHALF OF THE PARTY B / PARTNER

GJL REALESTATE GMBH

MR. GORDON
REPRESENTED BY: REPRESENTED BY:
JAMESLASCHINGER
PASSPORT NUMBER: HC184341 PASSPORT NUMBER:

DATE OF ISSUE 09.06.2015 DATE OF ISSUE:

DATE OF EXPIRY: 09.06.2025 DATE OF EXPIRY:

COUNTRY OF ISSUE: CANADA COUNTRY OF ISSUE:


AGREEMENT NO: GJL/XXX/500M/FTP/20210203
TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

INVESTOR PASSPORT
In accordance with Articles 2 through 5 of the Due Diligence Convention and the Federal Banking Commission Circular of December 1998,
and under the US Patriot Act of 2002, as amended in February 2003 concerning the prevention of money laundering and 305 of the Swiss
Criminal Code, the following information may be supplied to banks and/or other financial institutions for purposes of verification of
identity and activities of the Client described below, and the nature and origin of the funds which are to be utilized. The foregoing is
subject to agreement by all parties to whom this information is provided that they are obligated to respect the privacy rights of the Client
and all individuals described herein, as well as the generally accepted professional standards relating to the maintenance of confidential
information, and to take all appropriate precautions to protect the confidentiality of the information contained herein, This legal
obligation shall remain in full force indefinitely without restriction
AGREEMENT NO: GJL/XXX/500M/FTP/20210203
TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

GJL REALESTATE GMBH

AUTHORISED BY: MR. GORDON JAMESLASCHINGER


PASSPORT NUMBER: HC184341
DATE OF ISSUE 09.06.2015
DATE OF EXPIRY: 09.06.2025
COUNTRY OF ISSUE: CANADA
AGREEMENT NO: GJL/XXX/500M/FTP/20210203
TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

INVESTOR COMPANY CERTIFICATE


Undertakings have to be given to the Bank in order that all may be in place to ensure proper execution of the obligations concerning
verification of the identity of the contracting partner and identification of the beneficial owner as established in the Due Diligence
Conventions, the Federal Banking Commission circular of the December 1991 concerning the prevention of money laundering of the Swiss
Criminal Code and subsequent additions and revisions. Gold Fields Ag has been Merged with Gold Field Switzerland Holiday AG as a
Company and the Account continue to remain in the name of Goldfields AG, consequently the Registration Number has been updated to
CHE-115.699.780 & on Assets and relevant documents CHE-894.094.099 remains valid, as long as Historical Asset. In conformity with all
the legal aspects and agreements ínter bank and international, the information here contained can be given to banks and / or other
financial institutions in order to verify so much the identity of the client as and the nature and the origin of the bottoms that they must be
used. All parties have an obligation for professional discretion and to take all appropriate precautions to protect the confidentiality of the
information each holds in respect of the others’ activities. This legal obligation shall remain in full force and effect at all times.
AGREEMENT NO: GJL/XXX/500M/FTP/20210203
TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

PARTNER PASSPORT
In accordance with Articles 2 through 5 of the Due Diligence Convention and the Federal Banking Commission Circular of December 1998,
and under the US Patriot Act of 2002, as amended in February 2003 concerning the prevention of money laundering and 305 of the Swiss
Criminal Code, the following information may be supplied to banks and/or other financial institutions for purposes of verification of
identity and activities of the Client described below, and the nature and origin of the funds which are to be utilized. The foregoing is
subject to agreement by all parties to whom this information is provided that they are obligated to respect the privacy rights of the Client
and all individuals described herein, as well as the generally accepted professional standards relating to the maintenance of confidential
information, and to take all appropriate precautions to protect the confidentiality of the information contained herein, This legal
obligation shall remain in full force indefinitely without restriction
AGREEMENT NO: GJL/XXX/500M/FTP/20210203
TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

PARTNER COMPANY CERTIFICATE


Undertakings have to be given to the Bank in order that all may be in place to ensure proper execution of the obligations concerning
verification of the identity of the contracting partner and identification of the beneficial owner as established in the Due Diligence
Conventions, the Federal Banking Commission circular of the December 1991 concerning the prevention of money laundering of the Swiss
Criminal Code and subsequent additions and revisions
AGREEMENT NO: GJL/XXX/500M/FTP/20210203
TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

IRREVOCABLE FEE PROTECTION AGREEMENT


I, MR. GOSHGAR MAMMADOV Director of BYTE IT COMPUTERS LIMITED acting with full responsibility, hereby
irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay guarantee
to pay the fee entitled to the beneficiaries listed on this document, via Wire transfer, at the time of settlement
of each and every tranche of the transaction. This Fee Agreement is our irrevocable pay order to the
intermediaries and is and shall remain an intricate part of the contract between the receiver and the sender.
I, MR. GORDON JAMESLASCHINGER of the SENDER company, GJL REALESTATE GMBH, and my legal
representative, acting with full responsibility, hereby irrevocably and unconditionally, without protest or
notification, without prejudice, recourse, or delay, guarantee to transfer Euro amount € 50,000,000,000 (FIFTY
BILLION EUROS) BARCLAYS BANK UK PLC to the bank account designated by receiver, as mentioned Separately
on the PGL. This transfer will be done before any orders, agreements or arrangements of Investor come into
effect.
This pay order shall remain in effect until this transaction, including any renewals, extensions and additions are
fully completed.
ARBITRATION:
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.
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. 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.
This Fee Agreement-Pay Order, if transmitted by facsimile or electronic mail shall be considered an original,
legally enforceable document. Generally recognized International Standards of Non-Circumvention and Non-
disclosure are applicable for a period of Five Years from the date of this document or the last date of the contract
including any renewals, extensions and additions are fully completed 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. Intermediaries are NOT Advisors of any kind.

Parties to this agreement are independent contractors and all contemplated payments and/or disbursements
hereunder are divided interests. Nothing in this agreement construes or creates a partnership or
employer/employee relationship between or among the parties hereto. All taxes, federal, state or other are the
independent responsibility of each of the parties 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 respect
those. The transaction code may be amended only by agreement between all parties hereto. This transmission
via facsimile will be accepted as an original and I confirm that I have authority to execute this Pay Order.

This irrevocable pay order will come into effect only after full money transfer as of the agreement will happen,
and only after the asset manager, would have already made the transfer related to the first Investment to the
designated bank account of the company nominated in amount of 50% (fifty PERCENT) as sender’s pay back for
the MT103 FTP coordinator from the sender side of face value will be transferred.
AGREEMENT NO: GJL/XXX/500M/FTP/20210203
TRANSACTION CODE: GJLXXX500MFTP20210203
DATE: FEB 03,2021
Kennedy Allee 109 - 60596 Frankfurt – Germany

This fee Agreement-pay order shall be lodged in our bank and a copy will be forwarded to all beneficiaries. I
agree to the above irrevocable fee protection agreement in its entirety.

DISCLAIMER
This is a privileged communication within the ambit of “Lawyer’s Client Relationship” containing confidential information which
cannot be used as an evidence against the “Parties”. This shall not be construed to be a solicitation of investment, funds, and/ or
securities offering exempt from the U.S. Securities Act of 1933 and all amendments, including all Laws, Rules and Regulations
under Patriot Act, European Union Resolutions, Anti Money Laundering, "IPC"-Article 1998-Edition. As a consultant, we must
keep certain records, prepare and provide various reports and respond to inquiries under various laws, rules and regulations,
including, but not limited to the Bank Secrecy Act, the Annunzio-Wylie Anti Money Laundering Act of 1992, the USA Patriot Act
(of 2001). A number of agencies are involved in regulating in these areas, including, the Treasury Department (including the
Department’s Office of Foreign Assets Control (OFAC)), the Federal Reserve Board of Governors and others.

ELECTRONIC SIGNATURE
ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE” EDT (ELECTRONIC DOCUMENT
TRANSMISSIONS)
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) shall be deemed valid and enforceable in respect of any
provisions of this contract. as applicable, this agreement shall be:

1. 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
2. ELECTRONIC COMMERCE AGREEMENT (ECE/ TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED
NATIONS CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).
3. 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.

***** THE END OF THE AGREEMENT *****

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