Aggrement (DOA)

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TRANSACTION SENDER NO. : IPINVEST / …………./............

20
DATE : ..............
AGREEMENT NUMBER : ......-.........

DEED OF AGREEMENT (DOA)


ON DELIVERY OF CASH FUNDS FOR INVESTMENTS
TRANSFER VIA IP/IP back panel
TRANSACTION №: IPINVEST / …………./.............20

This Partnership agreement on investment and financial co-operation (Here in after referred to as
the Agreement №: IPINVEST / …………./.............. 20, total volume of investments: €............ (...........) are
into this ............. by and between the following parties :

SENDER or «PARTY - A»
1 SENDERS NAME :

2 COMPANY ADDRESS :

3 COMPANY REG. NUMBER :

4 REPRESENTED BY :

5 PASSPORT No. /COUNTRY :

DATE OF ISSUE / DATE OF


6 :
EXPIRY

7 BANK NAME :

8 BANK ADDRESS :

9 BANK SWIFT CODE :

10 ACCOUNT NUMBER :

11 IBAN :

12 ACCOUNT NAME :

SENDING BANK SERVER DETAILS

13 ISIN :

14 NETWORK DELIVERY :

15 UTR :

16 TERMINAL :

17 GLOBAL SERVER IP :

18 GLOBAL SERVER ID (ORIGIN) :

19 SERVER SERIAL ID :

20 SRV1-ebankingdb1: :

21 SRV1-ebankingdb2: :

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

22 SRV1-ebankingdb3: :

23 IMAD NO. :

24 CURRENCY :

With full legal and corporate authority to sign this Agreement (Here in after referred to as Party-A /
Sender),

AND

DEVELOPER or «PARTY - B»
SIGNED FOR AND ON BEHALF OF PARTY- B (SERVICE PROVIDER):

COMPANY NAME:
COMPANY ADDRESS:
REGISTRATION NUMBER
REPRESENTED BY:
PASSPORT NO.:
ISSUED PLACE:
DATE ISSUE:
DATE EXPIRY:

BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT NUMBER (EURO):
SWIFT CODE:
BANK OFFIER NAME:
BENEFICIARYBANK OFFICER
EMAIL:
BANK OFFICER TEL/FAX:
COMMON ACCOUNT:
TRANSACTION CODE ID:
IMAD NO.:
REFERENCE NO.
UNIQUE TRANSACTION
REFERENCE:
SERVER IP:
SERVER ID:
IDENTITY CODE:
SORT COOE:
RECEIVING SERVER IP
FARM NAME:
CLIENT NAME:
USER NAME:
USER ID:
PERMIT ARRIVAL MONEY:

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

CLEARING HOUSE ACC.


SCSRMYK1-5800000
COMMON ACCOUNT NO.:
WTS SERVER:
REFERENCE:
CURRENCY:
EUROCLEAR NUMBER:
LOGON DOMAIN:
LOGON SERVER:
AGREEMENT AMOUNT:
Special Instruction of transfer: ..................................
REASON FOR THE TRANSFER IS: INVESTMENT

And according to the board resolution which is attached to this “Agreement”, (Here in after referred to as
the “Developer” or “Party B”) on the other hand, both together and individually hereinafter referred to as
the "Parties", conclude an agreement of such content, hereinafter referred to as the "Agreement":

WHEREAS, the Parties hereto are desirous of entering into this Agreement for the purpose of developing
own investment projects contemplated herein for the mutual benefit only and not for other purposes
whatsoever;
WHEREAS both Parties hereto warrant that the currencies to be transacted, for making the investments,
are all good, clean and cleared funds of non-criminal origin, without any traces of illegality or unlawfulness
whatsoever;
WHEREAS each Party hereto declares that it is legally empowered, fully authorized to execute and accept
this agreement, as well as agrees to be bound by its terms and conditions under the penalty and other
consequences;
WHEREAS Investor through its fiduciary bank, where the final agreements will be lodged in and assigned
to, confirms and warrants that it has the financial capacity of EURO -funds and euro funds to transact
under this Agreement;
WHEREAS the Parties hereto with full corporate responsibility, under the penalty of perjury, declare that
they will upon the execution of this Agreement complete the transaction contemplated herein, except on
circumstances of force majeure and government sanctions, if such appear. The parties hereto shall not be
liable for any failure to perform under the “force majeure” provisions of the ICC, Paris;
WHEREAS both Parties herein agree that each party has the full right to use and choose whatever
company more suitable to carry out this assignment, to successfully complete the present transaction.

1. SUBJECT OF AGREEMENT

1.1. In accordance with the provisions of this Agreement and general principles and regulations of the
management of the financial resources the Investor instructs, and the “Developer” undertakes to
manage investment plans accepted by parties and invested by Investor by this Agreement.
1.2. The Investor's financial resources made available to the “Developer” hereinafter referred to as the
"Investments".
1.3. According to the laws of and for execution of the Law of About the regime of foreign international
investing for two parties, the subject of this Agreement is a joint investment activity of the Partners,
which is not connected with creation of new legal entities, on the following directions: investments
in commercial sphere, social, innovative projects etc.
1.4. The High Contracting "Parties", in order to strengthen bilateral friendly international relations are
intended to cooperate in the following make own projects at the expense of own funds and financial
opportunities as well as attracting involving partners.
1.4.1. Promoting involvement in the real economy, and private regional priority investment
projects;

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

1.4.2. Promoting a balanced and sustainable growing system of financial support for projects and
programs in priority areas;
1.4.3. Minimizing investment and commercial risks involved in the implementation of projects.
1.4.4. And also can carry out reinvestment in the objects of the primary investment and other
objects of investment and reinvestment.
1.5. Investees their material investments as reinvestment to €............... (.................) WITH R & E,
Agreement: №: ...........-..........

1.6. JOINT ACTIVITIES OF THE PARTIES.

1.6.1. We, the undersigned Parties, hereby with full legal and corporate responsibility, under penalty of
perjury, confirm that Investor is ready, willing, and able the investments, and the Developer is ready
to receive the investments and to make at the mutually agreed terms and conditions hereof.
1.6.2. For realization of the investment programs the Parties bring the foreign investment in convertible
currency during validity hereof according to the schedule fixed by the Parties, agreed currency
amounts and tranches which are reflected in additional agreements hereto .
1.6.3. The Parties can extend kinds and spheres of investment activity and if necessary make the
Additional agreements.
1.6.4. Addendum and changes may be brought to this Agreement by mutual agreement of the Parties,
which are to be formed by separate protocols, which, after the signing of “Parties”, are considered as
integral part hereof.

2. RIGHTS AND DUTIES OF THE PARTNERS.

2.1. Party A and Party B for the purposes of fulfillment hereof:


2.1.1. Develop investment activity for its economic and technical projects.
2.1.2. Conclude contracts, agreements, and other agreements necessary for realization of their
investment programs.
2.1.3. Acquire export-import quotas and licenses for export and import of commodities and
products.
2.1.4. Provide each other with all necessary legal, financial and other documents, related to the
fulfillment hereof.
2.1.5. Invest money in their own projects during validity hereof according to their current
legislation.
2.1.6. Carrie out economic activity to fulfil own investment programs, make debt liquidation on all
kinds of expenses, payment of commodities and services, transfers facilities for payment of
salaries and other types of rewards, cover all kinds of charges.
2.1.7. Attract other legal entities and individuals for the fulfillment of their investment programs
under the present Agreement at their sole decision.
2.1.8. Are to provide each other with necessary assistance.
2.1.9. Are to follow and observe the terms and conditions hereof.
2.1.10. Are obligated to keep in a secret all business, technical and commercial information related
to implementation hereof.
2.1.11. Can invest additional investments during the validity period of the present Agreement, and
also can carry out reinvestment in primary investment projects and other investment and
reinvestment objects.
2.2. The Party A for the purposes of fulfillment hereof:
2.2.1. Develops the directions of own investment activity with its economic and technical ground.
2.2.2. Concludes contracts, agreements, and other agreements necessary for realization of its
investment programs.
2.2.3. Acquires export-import quotas and licenses for export and import of commodities and
products.

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

2.2.4. Provides Party B with all necessary legal, financial and other documents, related to the
fulfillment hereof.
2.2.5. Can invest money during validity of this Agreement according to the current legislation.3.2.6.
Carries out economic activity to fulfil own investment programs, makes debt liquidation on
all kinds of expenses, payment of Commodities and services, got by each of the Parties,
transfers facilities for payment of salaries and other types of Rewards, finance all kinds of
charges.
2.2.6. Attracts other legal entities and individuals for realization of the investment programs under
the present Agreement.
2.2.7. Attracts investments and financial assets, including credit and loan facilities of residents and
not residents aimed on execution of investment activity.
2.3. The Party B for the purposes of fulfillment hereof:
2.3.1. Develops the directions of own investment activity with its economic and technical ground.
2.3.2. Concludes contracts, agreements, and other agreements necessary for realization of its
investment programs.
2.3.3. Acquires export-import quotas and licenses for export and import of commodities and
products.
2.3.4. Provides Party A with all necessary legal, financial and other documents, related to the
fulfillment hereof.
2.3.5. Can invest money during validity of this Agreement according to the current legislation.
2.3.6. Carries out economic activity to fulfil own investment programs, makes debt liquidation on
all kinds of expenses, payment of commodities and services, got by each of the Parties,
transfers facilities for payment of salaries and other types of rewards, finance all kinds of
charges.
2.3.7. Attracts other legal entities and individuals for realization of the investment programs under
the present Agreement.
2.3.8. Attracts investments and financial assets, including credit and loan facilities of residents and
not residents aimed on execution of investment activity.

3. TOTAL VOLUME OF INVESTMENTS. ORDER OF FINANCING

Investor’s currency : EURO


Total investment amount : €..........(..........)

NOWTHEREFOR, 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 acknowledge by Parties as
follows:
Party A ready to start project financing in the volume and follows the sequence:
The Party A provides Party B with funding necessary for implementation development projects
through their own EURO currency funds.

4. TRANSACTION PROCEDURES.

1. SENDER AND RECEIVER EXECUTE, SIGN AND SEAL THIS DEED OF AGREEMENT WITH THE
DISTRIBUTION OF THE FUNDS AS STATED COMMISSIONS, WHICH THEREBY AUTOMATICALLY
BECOMES A FULL COMMERCIAL RECOURSE CONTRACT. THIS SERVICE IS FOR BANK CUSTOMERS
WHO REQUIRE CONFIDENTIALITY AND IT IS NOT A TELEGRAPHIC OR SWIFT TRANSFER.

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

2. RECEIVER IS OBLIGATED TO PROVIDE THE SENDER WITH NECESSARY DETAILS (ACCOUNT,


BENEFICIARY CODES, PASSWORD, IP CODE ETC) FOR THE UPLOAD OF THE FUNDS TO THE ACCOUNT
BY THE SENDER'S BANK OFFICER.
3. UPON THE ABOVE SENDER WILL UPLOAD THE FUNDS TO THE BANK ACCOUNT AND ON SUCCESS
WILL PROVIDE TO THE RECEIVER A SECURE COPY OF THE SERVER TRANSFER SLIP (IPIP SPECIAL
TRANSFER SWIFT) WITH THE DETAILS OF THE TRANSFER (ACCOUNT, BENEFICIARY, AMOUNT, ID
CODE, TRANSACTION CODE ETC) ALONGSIDE WITH SWIFT MT103-202 FOR THE TRANSFER
CONFIRMATION PURPOSES.
4. UPON THE RECEPTION OF THE TRANSFER SLIP (IPIP SPECIAL TRANSFER SWIFT) ALONGSIDE WITH
SWIFT MT103-202 THE RECEIVER PROVIDES THE SENDER WITH FURTHER PAYMENTS (RE-
DISTRIBUTION/REINVESTMENT) ACCORDING TO THE SENDER’S WRITTEN ORDER.
5. UPON THE SUCCESSFUL DOWNLOADING OF THE FUNDS, RECEIVER’S BANK OFFICER IS RESPONSIBLE
TO BLOCK AND WITHIN FOUR DAYS TO RE-DISTRIBUTE, FOR RE-INVESTMENT PURPOSES, THE
FUNDS VIA SWIFT MT103/202, FEES PAID BY THE RECEIVER ACCORDING TO THE SENDER’S
WRITTEN ORDER.
6. ALL OTHER TRANCHES WILL BE MADE BY THE SENDER, RECEIVED AND RE-DISTRIBUTED/RE-
INVESTED BY THE RECEIVER UNDER THE UP-MENTIONED PROCEDURE.
5.1. Party-B completes/signs/seals this Agreement and submits them to Party-A via e-mail, along with the
compliance documents, which shall include the following:
• Present Agreement, with all annexes;
5.2. Party-A verifies, approves, completes and counter signs/seals this Agreement, PARTY A.
PARTY A hard copies contract a puts his signature/SCANNING THE CONTRACT and sends by e-mail BOTH
PARTIES in PDF format TO PLACE THE BANK by e-mail (Hard copies to be exchanged by courier service, if
requested) which shall
Present Agreement, with all annexes;
5.3. Each Party puts this Agreement in his nominated bank and notifies the Party through its authorized.
5.4. After transmission copy SWIFT MT 103/202 referring €............ (.............), Investor’s bank issues an
unconditional EURO-funds SWIFT MT103/202 (72) banking hour’s wire transfer to Developer’s bank, in
accordance with the following schedule of investments:

Details of Transaction:
1 INSTRUMENT: IP SPECIAL TRANSFER SWIFT (IP/IP)
2 TOTAL FACE VALUE: €...........(...........)
3 FIRST TRANCHE €........... (..........)
SUBSEQUENT SEE BELOW TRANCH SCHEDULE
4
TRANCHES
5 SENDER:
6 RECEIVER:
7 PAYMENT:
8 NOTE:

TRANCHE SCHEDULE

DURATION OF ONE YEAR (ALL BELOW AMOUNTS ARE IN EUROS)

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

NUMBER
OF weekly AMOUNT PER TRANCHE
TOTAL AMOUNT COMPLETED (€)
TRANCHE (€)
S
1
2
3
TOTAL
EUR:

TRANCHES SHEDULE CAN BE EXCHANGE IF SENDER DECIDES!

6. CONFIDENTIAL INFORMATION AND SECURITY


6.1. In connection with present Agreement, the Parties will provide the each other with the
information concerning the designated fiduciary banks originating in writing by each Party
and is designated as confidential which the Parties hereby agree to treat as “confidential
information”. The Parties understand and agree that any confidential information disclosed
pursuant to this Agreement is secret, proprietary and of great value to each Party which value
may be impaired if the secrecy of such information is not maintained.
6.2. The Parties further agree that they will take reasonable security measures to preserve and
protect the secrecy of such “confidential information” and will hold such information in trust
and not to disclose such information, either directly or indirectly to any person or entity
during the term of this Agreement or any time following the expiration or termination hereof;
provided, however, that the Parties may disclose the confidential information to an assistant,
agent or employee who has agreed in writing to keep such information confidential and to
whom disclosure is necessary for the providing of services under this Agreement.
6.3. Separate introductions made through different intermediary chains may result in other
transactions between the Parties will not constitute a breach of confidential information,
provided such new chains were not created for purposes of circumvention of the first
introducing chain. Copy and paste signatures are not allowed.
6.4. Agreement which is to transfer and organize the bank shall be transmitted in the form of
scanned visa authorized signature.
6.5. Unauthorized bank communication: Neither Party is allowed to contact the bank of the other
Party without the written authorization for that of the Party whose bank is to be contacted.
Any unauthorized contact act of either Party of this Agreement is considered as a breach of this
Agreement and shall cause this Agreement immediate cancellation, and transaction becomes
null and void

7. CODES OF IDENTIFICATION.

7.1. The Parties agree that all documents related to the transactions bear the codes listed on page 01 of this
Agreement and that the said codes remain unchangeable within this Agreement duration, including all
rollovers, extensions and additions.

8. COMMUNICATION.

8.1. Communication with banks will be limited to those between the Investor’s bank and Developer’s
bank and only by between authorized bank officers/representatives, including principals of the
Investor and the Developer, in the course of completion of this transaction. No communication by
any other party is permitted without prior written consent of the named account holders.

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

8.2. Any notice to be given hereunder from either Party to the other shall be in writing and shall be
delivered by fax to the telefax number or by e-mail to e-mail address of the respective Party as
provided herein. The Parties agree that acknowledged e-mail or telefax copies are treated as
legally binding original documents. E-mail copies, scanned and sent on e-mail as photo, of this
Agreement and exchange of correspondence duly signed and/or executed shall be deemed to be
original and shall be binding and are regarded as original and good for any legal purpose.
8.3. EDT- Electronic Document Transmittal & Counterparts: This Agreement may be executed in
multiple copies at different times and places, each being considered an original and binding. All
facsimile /electronic transmittal/communications, including electronic signature, relating to this
Agreement and which are mutually accepted by the Parties, shall be deemed legally binding and
enforceable documents for the duration of the transaction. 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);
❖ Electronic Commerce Agreement (ECE/TRADE/257, Geneva, May 2000) adopted by
the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT);
❖ All electronically submitted documents shall be subject to the European Community
Directive No. 95/46/EEC, as applicable.

9. VALIDITY.

9.1. Once this Agreement is signed by both Parties the transaction shall begin within three
(3) banking days or sooner, excluding Saturdays and Sunday and any bank holidays.

10. FULL UNDERSTANDING.

10.1. The latest edition/signature of this Agreement, executed by each party in originals,
represents the full understanding between the Parties and supersedes all other
undertakings, whether verbal or written. All statements and representations are made
without any omission of material fact and with full corporate and legal responsibility
under penalty of perjury.
10.2. The Parties hereto accept that should the present Agreement partially or in full be found
invalid or unenforceable pursuant to judicial decree or by virtue of any international
regulations related to bank confirmation of USD/EUR validity, this Agreement shall be
reconstructed upon mutual consent and agreement of both Parties to this commercial
Agreement. 10.3. Until the physical exchange of original hard copies, the acknowledged
fax and/or e-mail copies of this Agreement shall be deemed original.
10.3. The commission payable under this Agreement is to be distributed in accordance with the
Irrevocable Fee Protection Agreement.

11. ASSIGNMENT.

11.1. Each Party to this Agreement may assign this Agreement or its total or partial
performance hereof to any other company which assumes the obligations of the
assigning party under the terms of the assignment. Formal notice of the assignment shall
be rendered to the other party to this Agreement expressly indicating there on the
assignee's full contact particulars.

12. TERM OF AGREEMENT.

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

12.1. This agreement is a full recourse commercial commitment enforceable under the laws of
the jurisdiction of EURO, Liechtenstein, Switzerland or any other member country of the
European Union as it applies. And, said law shall govern the interpretation,
enforceability, performance, execution, validity and any other such matter of this
Agreement, which shall remain in full force and effect until completion of the said
transaction and it is legally binding upon the Parties signatories, their heirs, successors
and assigns, agents, principals, attorneys and all associated partners involved in this
Agreement/contract/transaction.

13. LAW AND ARBITRATION.

13.1. This Agreement is a full recourse commercial commitment enforceable under the laws
of jurisdiction of the countries where this transaction is effectuated, and any dispute is
to be resolved under the ICC rules for arbitration, unless the Injured-Party takes legal
action in a court of jurisdiction. The USA, Liechtenstein, Swiss, or any other member
country of the European Union law to apply, as the Injured-Party may choose, which
shall govern the interpretation, construction, enforceability, performance, execution,
validity and any other such matter regarding this Agreement.
13.2. The Parties hereto acknowledge and agree that any discrepancy and/or dispute in
application of this Agreement will be solved amicably. If it is not possible, the arbitration
procedure is to be followed.
13.3. This Agreement is intended to be performed in accordance with, and only to the extent
permitted by all applicable laws of jurisdiction, ordinances, rules and regulations. If any
provision of this Agreement be considered invalid or unenforceable, then, the reminder
part of this Agreement shall not be affected (if agreeable by both Parties) and shall be
enforced to the greatest extend permitted by law.
14. PENALTY CLAUSE FOR NON-PERFORMANCE.

14.1. Should of the Parties A fail to perform in this Agreement, once it’s being signed/sealed
and the term of validity thereof had expired, and excluding any banks default or delays
in processing wire transfers, the Party-in-Default indemnifies and guarantees to all
present contractual parties a total penalty fee of (against an official claim and invoice)
2% (two percent) of the face value of this Agreement.
14.2. The only party allowed to make a claim under this Agreement, if any, is either Party A or
Party B. And, any claim must be first proven by the Injured-Party and invoice settled by
the Party-in-Default within 10 (ten) calendar days, or else the Injured-Party can file a
legal claim against Party-in-Default in any court of jurisdiction of their choice.

FURTHERMORE, WE, THE UNDERSIGNED PARTIES, HEREBY SWEAR UNDER THE INTERNATIONAL LAWS
OF PERJURY AND FRAUD THAT THE INFORMATION PROVIDED BY US HEREIN IS ACCURATE AND TRUE,
AND BY AFFIXING OUR SIGNATURES/INITIALS/SEALS TO THIS AGREEMENT, WE ATTEST THAT OUR
RESPECTIVE BANK-OFFICERS ARE FULLY AWARE OF, HAVE APPROVED AND ARE READY PROCEED
WITH THIS TRANSACTION.

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

SIGNATURES:

«SENDER» OR «PARTY - A» «DEVELOPER» OR «PARTY - B»

COMPANY NAME: COMPANY NAME:


REPRESENTED BY: REPRESENTED BY:
PASSPORT NUMBER: PASSPORT NUMBER:
COUNTRY OF ISSUE: COUNTRY OF ISSUE:
DATE OF ISSUE: DATE OF ISSUE:
DATE OF EXPIRY: DATE OF EXPIRY:
DATE: DATE:

SENDER’S PASSPORT COPY

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

SENDER’S CERTIFICATE OF INCORPORATION

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

APPENDIX 2

DEVELOPER PASSPORT COPY B

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

DEVELOPER CERTIFICATE OF INCORPORATION B

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

I, Mr. XXXXXX, CEO Company: XXXXXXXXXX, 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 Agreement between the Receiver and the
Sender.

I, Mr. , CEO Company: ........, and my legal representative, acting with full responsibility, hereby
irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay
guarantee to transfer Euros to the bank account designated as mentioned of this Agreement. 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.

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.

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

This Fee Agreement, 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 Agreement 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 accounts will be transferred.
This Agreement 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.
This Agreement once executed by both parties will become effective as of the date first written above.
Any official notice(s) exchanged by the parties hereto, shall be sent to the first mentioned address(s)
herein or as may be attached by addenda hereto a facsimile or electronically transferred copy duly
signed by both parties shall be deemed original.

GROUP A : SENDER : .....% (..... PERCENT); OF PAYMENT OF FACE VALUE INCLUDING ROLLS AND
EXTENSION TO BE FORWARD TO:

1 BANK NAME
2 BANK ADDRESS - TBA -
3 SWIFY CODE - TBA -
4 TRANSIT - TBA -
5 ACCOUNT NAME - TBA -
6 DIRECT PAYMENT ROUTING NO - TBA -
7 ACCOUNT NUMBER ( NEW ACCOUNT )
8 BANK OFFICER FAX NO - TBA -
9 BANK OFFICER TEL NO - TBA -
10 BANK OFFICER NAME - TBA -
11 BANK OFFICER EMAIL - TBA -

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

- ALL SWIFT MT103/202 TRANSFERS


INSTRUCTION SHALL STATE: “FUNDS ARE GOOD,
11 SPECIAL INSTRUCTION CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN ,
FREE FROM ANYLIENS AND ENCUMBRANCES,
FREELY TRANSFERABLE AND PAYABLE IN CASH
IMMEDIATELY, SAME DAY FOR IMMEDIATE
CREDIT UPON RECEIPT BY BENEFICIARY’S BANK”. -
A COPY OF BANK INSTRUCTION SHALL BE
EMAILED AFTER TRANSFER IMMEDIATELY TO :
EMAIL ADDRESS : ………………………………………………

GROUP B : DEVELOPER/RECEIVER 1 : ....% (..... PERCENT); OF PAYMENT OF FACE VALUE INCLUDING


ROLLS AND EXTENSION TO BE FORWARD TO:

1 BANK NAME
2 BANK ADDRESS - TBA -
3 SWIFY CODE - TBA -
4 TRANSIT - TBA -
5 ACCOUNT NAME - TBA -
6 DIRECT PAYMENT ROUTING NO - TBA -
7 ACCOUNT NUMBER - TBA -
8 BANK OFFICER FAX NO - TBA -
9 BANK OFFICER TEL NO - TBA -
10 BANK OFFICER NAME - TBA -
11 BANK OFFICER EMAIL - TBA -
- ALL SWIFT MT103/202 TRANSFERS
INSTRUCTION SHALL STATE: “FUNDS ARE GOOD,
11 SPECIAL INSTRUCTION CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN ,
FREE FROM ANYLIENS AND ENCUMBRANCES,
FREELY TRANSFERABLE AND PAYABLE IN CASH
IMMEDIATELY, SAME DAY FOR IMMEDIATE
CREDIT UPON RECEIPT BY BENEFICIARY’S BANK”. -
A COPY OF BANK INSTRUCTION SHALL BE
EMAILED AFTER TRANSFER IMMEDIATELY TO :
EMAIL ADDRESS : ………………………………………………

GROUP B : DEVELOPER/RECEIVER 2 : .....% (..... PERCENT); OF PAYMENT OF FACE VALUE INCLUDING


ROLLS AND EXTENSION TO BE FORWARD TO:

1 BANK NAME
2 BANK ADDRESS - TBA -
3 SWIFY CODE - TBA -
4 TRANSIT - TBA -
5 ACCOUNT NAME - TBA -
6 DIRECT PAYMENT ROUTING NO - TBA -
7 ACCOUNT NUMBER ( NEW ACCOUNT )

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

8 BANK OFFICER FAX NO - TBA -


9 BANK OFFICER TEL NO - TBA -
10 BANK OFFICER NAME - TBA -
11 BANK OFFICER EMAIL - TBA -
- ALL SWIFT MT103/202 TRANSFERS
INSTRUCTION SHALL STATE: “FUNDS ARE GOOD,
11 SPECIAL INSTRUCTION CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN ,
FREE FROM ANYLIENS AND ENCUMBRANCES,
FREELY TRANSFERABLE AND PAYABLE IN CASH
IMMEDIATELY, SAME DAY FOR IMMEDIATE
CREDIT UPON RECEIPT BY BENEFICIARY’S BANK”. -
A COPY OF BANK INSTRUCTION SHALL BE
EMAILED AFTER TRANSFER IMMEDIATELY TO :
EMAIL ADDRESS : ………………………………………………

GROUP B : DEVELOPER/RECEIVER 3 : ....% (..... PERCENT); OF PAYMENT OF FACE VALUE INCLUDING


ROLLS AND EXTENSION TO BE FORWARD TO:

1 BANK NAME
2 BANK ADDRESS - TBA -
3 SWIFY CODE - TBA -
4 TRANSIT - TBA -
5 ACCOUNT NAME - TBA -
6 DIRECT PAYMENT ROUTING NO - TBA -
7 ACCOUNT NUMBER ( NEW ACCOUNT )
8 BANK OFFICER FAX NO - TBA -
9 BANK OFFICER TEL NO - TBA -
10 BANK OFFICER NAME - TBA -
11 BANK OFFICER EMAIL - TBA -
- ALL SWIFT MT103/202 TRANSFERS
INSTRUCTION SHALL STATE: “FUNDS ARE GOOD,
11 SPECIAL INSTRUCTION CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN ,
FREE FROM ANYLIENS AND ENCUMBRANCES,
FREELY TRANSFERABLE AND PAYABLE IN CASH
IMMEDIATELY, SAME DAY FOR IMMEDIATE
CREDIT UPON RECEIPT BY BENEFICIARY’S BANK”. -
A COPY OF BANK INSTRUCTION SHALL BE
EMAILED AFTER TRANSFER IMMEDIATELY TO :
EMAIL ADDRESS : ………………………………………………

GROUP B : DEVELOPER/RECEIVER 4 : ....% (..... PERCENT); OF PAYMENT OF FACE VALUE INCLUDING


ROLLS AND EXTENSION TO BE FORWARD TO:

1 BANK NAME
2 BANK ADDRESS
3 SWIFY CODE
4 TRANSIT - TBA -
5 ACCOUNT NAME
6 DIRECT PAYMENT ROUTING NO - TBA -
7 ACCOUNT NUMBER

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

8 BANK OFFICER FAX NO


9 BANK OFFICER TEL NO
10 BANK OFFICER NAME
11 BANK OFFICER EMAIL - TBA -
- ALL SWIFT MT103/202 TRANSFERS
INSTRUCTION SHALL STATE: “FUNDS ARE GOOD,
11 SPECIAL INSTRUCTION CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN ,
FREE FROM ANYLIENS AND ENCUMBRANCES,
FREELY TRANSFERABLE AND PAYABLE IN CASH
IMMEDIATELY, SAME DAY FOR IMMEDIATE
CREDIT UPON RECEIPT BY BENEFICIARY’S BANK”. -
A COPY OF BANK INSTRUCTION SHALL BE
EMAILED AFTER TRANSFER IMMEDIATELY TO :
EMAIL ADDRESS : ………………………………………………

GROUP B : DEVELOPER/RECEIVER 5 : .....% (..... PERCENT); OF PAYMENT OF FACE VALUE INCLUDING


ROLLS AND EXTENSION TO BE FORWARD TO:

1 BANK NAME
2 BANK ADDRESS - TBA -
3 SWIFY CODE - TBA -
4 TRANSIT - TBA -
5 ACCOUNT NAME - TBA -
6 DIRECT PAYMENT ROUTING NO - TBA -
7 ACCOUNT NUMBER ( NEW ACCOUNT )
8 BANK OFFICER FAX NO - TBA -
9 BANK OFFICER TEL NO - TBA -
10 BANK OFFICER NAME - TBA -
11 BANK OFFICER EMAIL - TBA -
- ALL SWIFT MT103/202 TRANSFERS
INSTRUCTION SHALL STATE: “FUNDS ARE GOOD,
11 SPECIAL INSTRUCTION CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN ,
FREE FROM ANYLIENS AND ENCUMBRANCES,
FREELY TRANSFERABLE AND PAYABLE IN CASH
IMMEDIATELY, SAME DAY FOR IMMEDIATE
CREDIT UPON RECEIPT BY BENEFICIARY’S BANK”. -
A COPY OF BANK INSTRUCTION SHALL BE
EMAILED AFTER TRANSFER IMMEDIATELY TO :
EMAIL ADDRESS : ………………………………………………

SIGNATURES:

«SENDER» OR «PARTY - A» «DEVELOPER» OR «PARTY - B»

INVESTOR or «Party - A»: Developer or «Party - B»:


TRANSACTION SENDER NO. : IPINVEST / …………./............20
DATE : ..............
AGREEMENT NUMBER : ......-.........

COMPANY NAME: COMPANY NAME:


REPRESENTED BY: REPRESENTED BY:
PASSPORT NUMBER: PASSPORT NUMBER:
COUNTRY OF ISSUE: COUNTRY OF ISSUE:
DATE OF ISSUE: DATE OF ISSUE:
DATE OF EXPIRY: DATE OF EXPIRY:
DATE: DATE:

“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:
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.

END OF THE DOCUMENT

INVESTOR or «Party - A»: Developer or «Party - B»:

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