INTERTECH VENTURES SA, ST PIERRE 18 CH-1700 FRIBOURG SWITZERLAND
Agreement number: BIS – VENTURES17012005
IRREVOCABLE PAYMENT GUARANTEE LETTER
ISSUED TO THE PROJECT DEVELOPERS AND CONSULTANTS/INTERMEDIARIES AS PER THE JOINT VENTURE INVESTMENT-
Agreement ref.number: BIS – VENTURES17012005 DETAILS GIVEN IN THE ATTACHED IRREVOCABLE MASTER DISBURSEMENT
AGREEMENT - ANNEXURE-A .
DESCRIPTION OF TRANSACTION:
INSTRUMENT: Cash Funds
AGREEMENT AMOUNT: 200 MILLION with rolls & extension
FIRST TRANCHE: 48,676,000.00 million
FURTHER TRANCHES: TBA
PAYMENT: MT 103/GPI
SENDER : THE BEST INTERNATIONAL SERVICE CO. LTD.
RECEIVER: INTERTECH VENTURES SA
I, BRUNO CIROUSSEL legally constituted and registered in Oman, Passport No 22EI35579 acting as the (Payer),
acting with full responsibility, hereby irrevocably and unconditionally, without protests or notifications, without
prejudice and recourse, promise to effect payment to the beneficiaries indicated in the Irrevocable Master
Disbursement Agreement (IMDPA) at Annex-A, in the manner therein established, subject to the successful
completion of the JOINT VENTURE/PARTNERSHIP AGREEMENT REF.NUMBER: BIS – VENTURES17012005 herein
given, inclusive, all its possible rolls and extensions.
I, BRUNO CIROUSSEL of passport No. 22EI35579, irrevocably confirm that I/we will order and direct our bank
to endorse automatic payment orders to all the beneficiaries named below. Furthermore, I/we, the Receiver,
confirm that all pay orders shall automatically transfer funds as directed into each beneficiary designated bank
account within 7 (SEVEN) banking days after the date of receipt and clearance of each tranche of investment
funds received covering the above referred contract including extensions and rollovers, if any. For the purpose
of clarity, we confirm that the closing and completion of each payment shall be deemed to take place when the
Receiver has received the cleared funds.
This Agreement is our irrevocable payment order and is and will continue to be an intricate part of this
agreement and I/we hereby declare that I/we am/are legally bound and obligated under the considerations of
this document, to execute due compensation to the beneficiaries herein, as per this IPGL and IMDPA and in the
manner agreed hereto. This Agreement is my/our irrevocable payment order and is and will continue to be an
intricate part of the subject agreement, and, if the stated transaction represented by the Transaction Coded
were to be not fulfilled and/or executed as contractually established, this PGL will be annulled and without
value and non-enforceable.
I, HRH AL Sayidd Hilal Taloot Said Al Said, agrees to provide all beneficiaries with written evidence of the pay
orders lodged with our bank together with acknowledgments of their acceptance. Furthermore, our bank shall
INTERTECH VENTURES SA, ST PIERRE 18 CH-1700 FRIBOURG SWITZERLAND
Agreement number: BIS – VENTURES17012005
be instructed to provide duly signed and stamped acknowledgment of this instruction as set out in the annex.
Forming part of this agreement it is understood that for the purposes of this Irrevocable Master Disbursment &
Pay Order Agreement, our bank shall be the same bank as per the contract and this IMDPA/IPGL acts as an
integral part of it.
I HRH AL Sayidd Hilal Taloot Said Al Said, being the Receiver named legally authorized signatory as stated
unconditionally agree and undertake to approve and originate all Payments in EURO currency to all beneficiaries
named in the annexed IMDPA. I also hereby confirm that I/we have no right to change this document or the
IMDPA after signature, and hereby agree to adhere to this document without fail. I also acknowledge that
should I ignore this signed Irrevocable Payment Guarantee Letter (IPGL) I can be held legally responsible. This
agreement also acts as a record confirming the fees amounts for each named beneficiary as set out in the
attached IMDPA.
This agreement once executed by my signature will become effective and binding as of the date of the signing
of this document. Any official notice(s) exchanged by the parties hereto, shall be forwarded to the first
mentioned address(s) herein or as may be attached by addenda hereto. An electronically transferred copy duly
signed by both parties shall be deemed original.
THIS IRREVOCABLE PAYMENT GUARANTEE LETTER (IPGL) SHALL COME INTO FORCE AND SHALL TAKE EFFECT UPON ITS SIGNATURE.
INTERTECH VENTURES SA, ST PIERRE 18 CH-1700 FRIBOURG SWITZERLAND
Agreement number: BIS – VENTURES17012005
Accepted and agreed on 17.01.2025
SIGNATORY NAME: BRUNO CIROUSSEL
TITLE: CEO
PASSPORT NUMBER: 22EI35579
ISSUE/EXPIRATION DATE: 28.07.2022 - 27.07.2032
ISSUED BY COUNTRY: FRANCE
ANNEX-A TO IPGL
IRREVOCABLE MASTER DISBURSEMENT & PAY ORDER AGREEMENT (IMDPA)
( An integral part of the main agreement BIS – VENTURES17012005)
This Irrevocable Master Fee Protection Agreement and Pay Order Agreement is made this day 17.01.2025, in accordance to and
simultaneous to the Partnership/ Joint Venture Agreement on Investment and Financial Cooperation of even date entered into and
signed between, represented by its authorized mandate and signatory Jose Luis Varon Arandaas the Sender THE BEST
INTERNATIONAL SERVICE CO. LTD. , and INTERTECH VENTURES SA, as the Receiver and Payer, as per Agreement No
BIS – VENTURES17012005 dated 17.01.2025.
This IMDPA 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 Investor, Receiver and/or Beneficiaries/Project
Developers to this Agreement and touching on this IPGL on the construction or application thereof or any account cost, liability to be
made hereunder or as to any act or way relating to this Agreement, shall be settled by the arbitration in accordance with the arbitration
laws of the ICC.
This IMDPA/IPGL 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 IPGL, except
by an instrument in writing signed by both Parties and recipients of funds. This IMDPA/IPGL will be governed by and construed in
accordance with the laws of United Kingdom. In the event that either Party and/or Recipient(s) of funds shall be required to bring any
legal actions against the Payer in order to enforce any of the terms of this IMDPA/IPGL the prevailing party shall be entitled to recover
reasonably attorney fees and costs.
INTERTECH VENTURES SA, ST PIERRE 18 CH-1700 FRIBOURG SWITZERLAND
Agreement number: BIS – VENTURES17012005
This IMDPA/IPGL, if transmitted by facsimile or electronic mail, shall be considered an original, legally enforceable document.
Generally recognized International Standards of Non-Circumvention & Non-Disclosure(NC/ND) are applicable for a period of Five (5)
Years from the date of this document or the last date of the contract, including any renewals, extensions and additions that are fully
completed/signed/sealed and we agree to respect those.
We hereby declare that we are fully aware that the information received from you is in direct response to our request and is not in
any way considered or intended to be a solicitation of funds of any sort, or any type of offering, and is intended for our general
knowledge only. We hereby affirm, under penalty of perjury, that we have requested information from you and your organization by
our choice and free will, and further that you have not solicited us in any way. And, project developers and master paymasters are
NOT Advisors of any Kind. All negotiations, terms and conditions are between the principal parties and/or their perspective legal
counsel only. All Consultants involved are held harmless from any legal actions brought on by either party.
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. Both principle parties are responsible for the ramification of their own
actions. All consultants/intermediaries or their paymasters are considered introducers and held harmless from any legal actions
brought on by either party. Consultants cannot be a party to a subpoena to appear in court to testify by any means, consultants are
not responsible for anything by any means. All responsibility rests on the Principals.
Parties to this IMDPA/IPGL are independent contractors and all contemplated payments and/or disbursements hereunder are divided
interests. Nothing in this IPGL construes or creates a partnership or employer/employee relationship between or among the Payer
and recipient(s) of funds here to. All taxes, Federal, State or other are the independent responsibility of each of the recipient party
hereto.
The above stated codes and any other identification codes shall remain the same and shall not be changed until this transaction
including any renewals, extensions and additions are fully completed and we agree to respect those. The Transaction Code may be
amended only by agreement between all parties hereto (including project developers who are represented by their Master
Paymasters). This transmission via facsimile or e-mail will be accepted as an original and I (the “Payer”) confirm that I have the full
authority to execute this IMDPA/IPGL document.
HRH AL Sayidd Hilal Taloot Said Al Said , AS RECEIVER IS READY TO MAKE THE PAYOUT TO SENDER AND TO ALL
CONSULTANTS/INTERMEDIARIES IN max. 7 BANKING DAYS WITHOUT ANY DEDUCTIONS OR DELAY AND WE HAVE ISSUED
IMDPA/IRREVOCABLE PAYMENT GUARANTEE LETTER (IPGL) WITH ALL BANKING & AGREEMENT DETAILS (PRINCIPAL PARTIES &
CONSULTANTS/INTERMEDIARIES) INVOLVED WITH IFPA ATTACHED, ALL PAGES AND MENTIONS PAYOUT TIME IN IPGL. THESE
PAYMENTS HAVE TO BE DONE PRIOR TO OUR OTHER COMMITMENTS CASE IF THERE IS SOME KIND OF A BLOCK ON OUR
ACCOUNT OR OTHER PROBLEMS WITH PAYMENTS, WE WILL SUBMIT TO VOLUNTARY JUDICIAL EXCITATION AND ISSUE A
PERSONAL/CORPORATE PROMISSORY NOTE/ BILL OF EXCHANGE FOR THE ENTIRE AMOUNT DUE TO ALL BENEFICIARIES..
We confirm that upon the execution, this IMDPA is irrevocable, unconditional, assignable and divisible. This Consulting Fee Agreement
shall inure to the benefit of the Beneficiaries and/or their respective heirs, administrators, successors and assigns as the case may be,
until this transaction, including any renewals, extensions and additions are fully completed.
THIS IRREVOCABLE PAY ORDER / IMDPA WILL COME INTO EFFECT WITHIN 24 (TWENTY-FOUR) HOURS AFTER BOTH PARTIES HAVE
EXECUTED THE AGREEMENT AND ONLY AFTER THE INVESTOR’S BANK HAVE MADE THE RELATED TRANSFER OF INVESTMENT FUNDS
TO RECEIVER’S/PAYER’S BANK COMMON ACCOUNT. ALL SWIFT MT103/GPI WIRE TRANSFERS TO BE MADE HEREUNDER WILL BE MADE
IN EURO CURRENCY AND SHALL HAVE A SPECIAL MESSAGE ATTACHED TO IT AND READ: “URGENT, THE SAME DAY VALUE AND
CREDIT”, AS PER THE AGREED TERMS AND CONDITIONS IN THIS AGREEMENT AND IMDPA, WHICH BANKING COORDINATES ARE AS
FOLLOWS:
INTERTECH VENTURES SA, ST PIERRE 18 CH-1700 FRIBOURG SWITZERLAND
Agreement number: BIS – VENTURES17012005
NOTE: ANY OF THE BENEFICIARIES NAMED BELOW MAY CHANGE/SUBSTITUTE ITS BANK COORDINATES BY INFORMING THE
PAYER/PARTNER/PAYMASTER PRIOR TO DISBURSEMENT.
SPECIAL WIRE TRANSFER INSTRUCTION ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE GOOD, CLEAN AND CLEARED, OF
NON-CRIMINAL ORIGIN, LIEN FREE AND UNENCUMBERED, HAS BEEN EARNED FROM SERVICES RENDERED OR FOR FREE INVESTMENT
PURPOSES OR LOAN FOR PROJECTS AND OTHER PROJECT RELATED NEEDS, AND ARE PAYABLE IN CASH AND FULL AMOUNT
IMMEDIATELY UPON RECEIPT BY BENEFICIARY'S BANK WITH SAME DAY VALUE AND CREDIT. THE REMITTER IS KNOWN TO US. THIS IS
DONE WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF FUNDS SENT TO US.” ALL WIRE TRANSFERS
SHALL INCORPORATE ABOVE TEXT MESSAGE AND A COPY OF THE BANK WIRE TRANSFER SLIP SHALL BE EMAILED TO THE
BENEFICIARIES /CONSULTANT: FOR ONWARD DISTRIBUTION TO PROJECT BENEFICIARIES NAMED BELOW FOR THEIR RESPECTIVE
TRACKING, LEGAL VERIFICATION AND DOCUMENTATION PURSUANT TO PATRIOT ACT AND BANK BANKING REGULATIONS.
BANKING INSTRUCTIONS FOR DISBURSEMENTS:
FUND DISTRIBUTION:
SENDER: 40% (FORTY PERCENT) OF PAYMENT OF FACE VALUE, INCLUDING ROLLS AND EXTENSIONS TO BE FORWARD TO THE
FOLLOWING ACCOUNT:
INTERTECH VENTURES SA, ST PIERRE 18 CH-1700 FRIBOURG SWITZERLAND
Agreement number: BIS – VENTURES17012005
SENDER CONSULTANTS GROUP : 10% ( TEN PERCENT) OF PAYMENT OF FACE VALUE, INCLUDING ROLLS AND
EXTENSIONS TO BE FORWARD TO THE FOLLOWING ACCOUNT:
PAYMASTER
Beneficiary Group
Bank Name
Bank Address
Telephone
Account Number
Account Name
SWIFT
ABA Routing Number
Bank Officer
Paymaster Address
Paymaster Office Phone
Paymaster E-mail address
FUNDS ARE GOOD, CLEAN, CLEARED AND OF NON-CRIMINAL AND NON-
TERRORIST ORIGIN, ARE LIEN FREE AND UNENCUMBERED, FUNDS ARE
Special Wire Instructions PAYBLE IN CASH IN FULL AMOUNT IMMEDIATELY UPON RECEIPT BY
BENEFICIARY BANK, BASED ON THE SAME DAY VALUE AND IMMEDIATE
CREDIT, THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO
THE SOURCE OF THE FUNDS SENT TO US - THIS IS DONE WITH FULL
BANKING RESPONSIBILITY
INTERTECH VENTURES SA, ST PIERRE 18 CH-1700 FRIBOURG SWITZERLAND
Agreement number: BIS – VENTURES17012005
RECEIVER : 40% (FOURTY PERCENT) OF PAYMENT OF FACE VALUE, INCLUDING ROLLS AND EXTENSIONS TO
BE FORWARD TO THE FOLLOWING ACCOUNT:
1 COMPANY NAME:
2 COMPANY NAME:
3 COMPANY ADDRESS:
5 REPRESENTED BY:
6 PASSPORT NUMBER:
7 PASSPORT ISSUE DATE:
8 PASSPORT EXPIRY DATE:
8 COUNTRY OF ISSUE:
9 BANK NAME / BRANCH:
1
0 BANK ADDRESS:
1 SPECIAL INSTRUCTION FUNDS ARE GOOD, CLEAN, CLEARED AND OF NON-CRIMINAL AND NON-
1 TERRORIST ORIGIN, ARE LIEN FREE AND UNENCUMBERED, FUNDS ARE
PAYABLE IN CASH IN FULL AMOUNT IMMEDIATELY UPON RECEIPT BY
BENEFICIARY BANK, BASED ON THE SAME DAY VALUE AND IMMEDIATE
CREDIT, THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO THE
SOURCE OF THE FUNDS SENT TO US - THIS IS DONE WITH FULL BANKING
RESPONSIBILITY
RECEIVER INTERMEDIARY GROUP 1 : 10 % (TEN PERCENT) OF PAYMENT OF FACE VALUE, INCLUDING ROLLS
INTERTECH VENTURES SA, ST PIERRE 18 CH-1700 FRIBOURG SWITZERLAND
Agreement number: BIS – VENTURES17012005
AND EXTENSIONS TO BE FORWARD TO THE FOLLOWING ACCOUNT
1 COMPANY NAME:
2 PAYMASTER
3 Beneficiary Group
4 Bank Name
5 Bank Address
6 Account Number
7 Account Name
8 SWIFT
8 Paymaster Address
FUNDS ARE GOOD, CLEAN, CLEARED AND OF NON-CRIMINAL AND NON-
TERRORIST ORIGIN, ARE LIEN FREE AND UNENCUMBERED, FUNDS ARE
PAYABLE IN CASH IN FULL AMOUNT IMMEDIATELY UPON RECEIPT BY
9 Special Wire Instructions
BENEFICIARY BANK, BASED ON THE SAME DAY VALUE AND IMMEDIATE
CREDIT, THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO THE
SOURCE OF THE FUNDS SENT TO US - THIS IS DONE WITH FULL BANKING
RESPONSIBILITY
INTERTECH VENTURES SA, ST PIERRE 18 CH-1700 FRIBOURG SWITZERLAND
Agreement number: BIS – VENTURES17012005
This IMDPA is legally binding on all parties hereto, their principals, employees, representatives, agents and assigns in all
countries of the world, and is non-separable/integral part of the above referenced Agreement with transaction code:
This IMDPA shall be lodged into both transaction banks together with the Contract, and a copy of it will be forwarded to
each coordinating Master Paymaster by e-mail.
This IMDPA, once executed by both Parties, will become effective as of the date first written above. And an official
notice(s) exchanged by the parties hereto, shall be sent to the first mentioned address(s) and/or e-mail addresses
provided herein or as may be attached by addenda hereto. A electronically transmitted copy of duly signed Agreement
and IMDPA by both Parties shall be deemed original.
THIS IRREVOCABLE PAY ORDER / IMDPA WILL COME INTO EFFECT WITHIN 24 (TWENTY-FOUR) HOURS AFTER BOTH
PARTIES HAVE EXECUTED THE AGREEMENT AND ONLY AFTER THE INVESTOR’S BANK HAVE MADE THE RELATED
TRANSFER OF INVESTMENT FUNDS TO RECEIVER’S/PAYER’S BANK COMMON ACCOUNT. ALL SWIFT MT103 WIRE
TRANSFERS TO BE MADE HEREUNDER WILL BE MADE IN EURO CURRENCY AND SHALL HAVE A SPECIAL MESSAGE
ATTACHED TO IT AND READ: “URGENT, THE SAME DAY VALUE AND CREDIT”, AS PER THE AGREED TERMS AND
CONDITIONS IN THIS AGREEMENT AND IMDPA, WHICH BANKING COORDINATES ARE AS FOLLOWS:
SIGNATURE OF THE PARTIES
IN WITNESS WHEREOF, the Parties have hereto executed this IMPDA, on 17.01.2025
As free expression of my will, I hereby affix below my signature on this document. A e-mail copy of this
document, and any other related documents, shall beall deemed equally valid as the original of this document:
INTERTECH VENTURES SA, ST PIERRE 18 CH-1700 FRIBOURG SWITZERLAND
Agreement number: BIS – VENTURES17012005
Name: BRUNO CIROUSSEL
Passport #: 22EI35579
Nationality: FRANCE
Issue date: 28.7.2022
Expiry date: 27.7.2032
INTERTECH VENTURES SA, ST PIERRE 18 CH-1700 FRIBOURG SWITZERLAND
Agreement number: BIS – VENTURES17012005
I HEREBY APPROVE THE ABOVE IRREVOCABLE MASTER DISBURSEMENT & PAYMENT AGREEMENT (IMDPA) IN ITS
ENTIRETY. (sender)
Name: JoseLuis Varon Aranda
Passport #: PAL301797
Nationality: ESPANOLA
Issue Date: 31.07.2020
Expiry Date: 31.07.2030
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EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
EDT’S SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY PROVISIONS OF THIS CONTRACT. 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) AND
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED NATIONS CENTRE FOR
TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).
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.
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