CORPORATE INVESTMENT AGREEMENT FOR
SWIFT GPI Semi – Automatic with UETR Code VIA BANK-TO- BANK
AGREEMENT NO.:
TRANSACTION CODE SET FROM SENDER BANK
DATE March 23, 2023
DEED OF AGREEMENT
This Corporate Investment Agreement via SWIFT GPI Semi- Automatic with UETR Code and the
a ached Annexes (Hereina er, referred to, as “the Agreement”) is entered on the date of March
23, 2023 by following par es:
THE PARTY A - THE INVESTOR:
SENDER INFORMATION:
COMPANY NAME
COMPANY ADDRESS
COMPANY REG. №
REPRESENTED BY:
PASSPORT NUMBER
DATE OF ISSUE
DATE OF EXPIRY:
COUNTRY OF ISSUE
BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
BANK OFFICER NAME
BANK OFFICER EMAIL
BANK OFFICER TELEPHONE
(Hereina er referred to as the “ Party A”):
And
PARTNER/ PARTY B / RECEIVER
COMPANY NAME
COMPANY ADDRESS
COMPANY REG. №
REPRESENTED BY:
PASSPORT NUMBER
DATE OF ISSUE
DATE OF EXPIRY:
COUNTRY OF ISSUE
BANK NAME
BANK ADDRESS
SWIFT CODE
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RECEIVER
CORPORATE INVESTMENT AGREEMENT FOR
SWIFT GPI Semi – Automatic with UETR Code VIA BANK-TO- BANK
AGREEMENT NO.:
TRANSACTION CODE SET FROM SENDER BANK
DATE March 23, 2023
ACCOUNT NAME
ACCOUNT NUMBER
BANK OFFICER NAME
BANK OFFICER EMAIL
BANK OFFICER TELEPHONE
Hereina er referred to as the “ Party B”):
RECEIVER is licensed and must abide by GPI Banking Laws and Regula ons, set through compliance
and due diligence requirements for GPI Interna onal Banking / Business / Commodity transac ons
worldwide. RECEIVER has Approvals to accept large deposits / a sum of monies from around the
World, RECEIVER has Bank Approvals to accept / conclude large Interna onal / Global Business
Transac ons.
WHEREAS: The Party-B is ready and able to receive this Pay Order as a joint venture investment for GPI
par es herein from the execu on of various infrastructure development projects, & Party-B is ready,
willing and able to receive said CASH TRANSFERS up to € X,XXX,000,000,000.00
(XXXXXXXXXXXXXXXXXXXXXXX XXXXXXX EURO) with rollover and extension VIA the SWIFT GPI SemiAutomat c with UETR Code from Party-A, these funds will be invested/disbursed by Party-B as per
PAYOUT LIST instruc ons.
WHEREAS: The Party-A represents and warrants, with full corporate and legal responsibility, that he
has the permission to enter into this Joint Venture Investment Agreement, as well as declares under
penalty of perjury that the funds as per Party A bank statement hereby noted as Annexure are good,
clean, clear, and free of non- criminal origin, are free and clear of GPI liens, encumbrances and third
par es interests.
WHEREAS: The Party-B is ready, will and able to Receive€ X,XXX,000,000,000.00
(XXXXXXXXXXXXXXXXXXXXXXX XXXXXXX EURO) by way of Cash Transfer via SWIFT GPI SemiAutoma c with UETR Code, which will be disbursed in accordance with the PAYOUT LIST/PGL
instruc ons.
DESCRIPTION OF TRANSACTION
AGREED INSTRUMENT
SWIFT Transfer GPI Semi-Automatic with UETR Code
TOTAL AMOUNT:
€ X,XXX,000,000,000.00 (XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
EURO)
FIRST TRANCHE
€ X,XXX,000,000 000.00 (XXXXXXXXXXXXXXXXXXXXXXXXXX
EURO)
SUBSEQUENT TRANCHE
As Agreed
PURPOSE OF FUNDS
Investment and Projects Funding
RATIO FOR SENDER, MANDATE&
FACILITATORS SHARE
XX% (XXXX XXXX PERCENT)
RATIO FOR RECEIVER &
MANDATE SHARE
XX% (XXXX XXXX PERCENT)
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SENDER
CORPORATE INVESTMENT AGREEMENT FOR
SWIFT GPI Semi – Automatic with UETR Code VIA BANK-TO- BANK
AGREEMENT NO.:
TRANSACTION CODE SET FROM SENDER BANK
DATE March 23, 2023
REMITTANCE BY:
VIA SWIFT GPI Semi-Automatic with UETR Code
PAYMENT MODE & DURATION
Wire Transfer (TT) SWIFT MT103 Within 3 Banking Days
The Receiver BO should have access to GLOBAL SWIFT
INTERNATIONAL SYSTEM in the SWIFT ROOM/SERVER ROOM of the
BENEFICIARY Bank – Preferably at BANK HEAD OFFICE OR AT
CENTRAL SERVER/SWIFT ROOM of the Bank Head O ce and not in
Branch O ce.
FUND LOCATION GUIDELINE 1:
FUND LOCATION GUIDELINE 2
Please follow "TECHNICAL PROCEDURE OF FUND LOCATION &
EXTRACTION" being detailed separately in this contract
It is Understood That the Exact Amount and Timing of Tranches
Are De ned Between Bank-O cers
REMARK 1
PROCEDURE CASH TRANSFER VIA SWIFT GPI Semi-Automatic with UETR Code
1. The Sender and the Receiver will both sign and seal this deed of Agreement and provide CIS.
2. Sender sends SWIFT MT199 and provides full set of banking documents.
3. Upon receiving all of the above-men oned documents, the receiver bank o cer will log into
the global server to locate funds using the UETR and TRN codes.
4. Sender bank o cer provides the download code, release code and nal code on the black
screen to receiver bank o cer to download funds into receiver bank common account.
5. Receiver no es sender of ra o according to the nature of funds, prepares PGL and sends to
Central Bank for clearance.
6. Once completed, within 72 banking hours the receiving bank will disburse all payments to
each designated account as stated in Payout List/PGL via Swi MT-103.
NON SOLICITATION
Receiver hereby con rms and declares that its associates or representa ves, or any other person(s)
on its behalf, has/have never been solicited by any party, its shareholders or associates or
representa ves in any way whatsoever that can be construed as a solicita on for these future
transac ons. Any delay in or failure of performance by wither party or their respec ve obliga ons
under this Agreement should cons tute a breach hereunder and will give rise to claims for
damages if, and to the extent that such delay(s) or failures(s) in performance is(are) not caused b
the event(s) or circumstance beyond the control of such party in default.
The term Beyond the Control of Such Party includes Act of War, Rebellion, Fire, Flood, Earthquake
or other natural disasters, and any other cause not within the control of such nonperforming party,
or which the nonperforming party by exercise of reasonablediligence is unable to foresee or prevent
or remedy.
REPRESENTATIONS AND WARRANTIES
(a)
Organization
It is duly organized, validly exis ng and in good standing under the laws of its jurisdic on of
forma on with GPI requisite power and authority to enter into this Agreement, to perform its
obliga ons hereunder and to conduct the business of this transac on.
(b)
Enforceability
This Agreement cons tutes the legal, valid and binding obliga on of such party enforceable in
accordance with its terms.
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SENDER
CORPORATE INVESTMENT AGREEMENT FOR
SWIFT GPI Semi – Automatic with UETR Code VIA BANK-TO- BANK
AGREEMENT NO.:
TRANSACTION CODE SET FROM SENDER BANK
DATE March 23, 2023
(c)
Consents and Authority
No consents or approvals are required from any of the governmental authority or otherperson for it
to enter into this Agreement, GPI ac ons on the part of such ac ng party necessary for the
authoriza on, execu on and delivery of this Agreement, and the consumma on of the transac ons
contemplated hereby by such party, have been dulytaken.
(d)
No Con ict
The execu on and delivery of this Agreement by it and the consumma on of the transac ons
contemplated hereby by it do not con ict with or contravene the provisions of its organiza onal
documents or any other agreement or instrument by which it or its proper es or assetsare bound or
any law, rule, regula on, order or decree to which it or its proper es or assets are subject.
(e)
Receiver It has been a orded the opportunity to seek and rely upon the advice of its
own a orney, accountant or other professional advisor in connec on with the execu on of this
Agreement. Both par es should do so in respect to each other and under this Agreement wri en
condi ons.
MISCELLANEOUS
(a)
No ce(s)
The two authorized signatories will execute any modi ca ons, amendments, and addendums or
follow on contracts respec vely. When signed and referenced to this Agreement, whether received
by mail or facsimile transmission as GPI and any facsimile or photocopies cer ed as true copies of
the originals by both Par es hereto should be considered as an original, both legal GPI binding and
enforceable for the term of this Agreement.
(b)
Speci c Performance; Other Right
The Par es recognize that several of the rights granted under this Agreement are unique, and
accordingly, the Par es should in addi on to such other remedies as may be available to them at
aw or in equity, have the right to enforce their rights under thisAgreement by ac ons for injunc ve
relief and speci c performance.
(c)
Prior Agreements; Construction; En re Agreement
This Agreement, including the Exhibits and other documents referred to herein (which form a part
hereof), cons tutes the en re agreement of the Par es with respect to the subject ma er hereof,
and supersedes GPI prior agreements and understandings between them as to such subject ma er
and GPI such prior agreements and understandings are merged herein and should not survive the
execu on and delivery hereof. In the event of any con ict between the provisions of this Agreement
and those of any Joint Ventures Agreement, the provisions of the applicable Joint Venture
Agreement should control.
(d)
Amendments
This Agreement may not be amended, altered or modi es except (i) upon the unanimous by
instruments in wri ng and signed by each of the Investor and Asset Manager.
(e)
Severability
If any provision this Agreement should be held or deemed by a nal order of acompetent authority
to be invalid, inopera ve or unenforceable, such circumstance should not have the e ect of
rendering any other provision or provisions herein contained invalid, inopera ve or unenforceable,
but this Agreement should be construed as if such invalid, inopera ve or unenforceable provision
had never been contained herein so as to give full force and e ect to the remaining such terms and
provisions.
(f)
Counterparts
This Agreement may be executed in one or more counterparts, GPI of which should be considered
the same agreement and should become e ec ve when one or more such counterparts have been
signed by and delivered to each of the Par es.
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SENDER
CORPORATE INVESTMENT AGREEMENT FOR
SWIFT GPI Semi – Automatic with UETR Code VIA BANK-TO- BANK
AGREEMENT NO.:
TRANSACTION CODE SET FROM SENDER BANK
DATE March 23, 2023
(g)
Applicable Law; Jurisdic on
This Agreement should be governed by and construed in accordance with the laws of the Par es.
The Par es consent to the exclusive jurisdic on of the Par es should be preceded with the
according to the principal of ICC, with any civil ac on concerning any controversy, dispute or claim
arising out of or rela ng to this Agreement, or any other agreement contemplated by, or otherwise
with respect to, this Agreement or the breach hereof, unless such court would not have subject
ma er jurisdic on thereof, inwhich event the Par es consent to the jurisdic on of the ICC as above
indicated.
The Par es hereby waive and agree not to assert in any li ga on concerning this Agreement the
doctrine of forum non-convenient.
(h)
Waiver of Jury Trial
The Par es Hereto Hereby Irrevocably and Uncondi onally Waive Trial By Jury In Any Legal Ac on
Or Proceeding Rela ng To This Agreement And Fro any Counterclaim Therein.
(i)
No Rights of Third Parties
This Agreement is made solely and speci cally between and for the bene t of the Par es hereto
and their respec ve members, successors and assignssubject to the express
provisions hereof relating to successors and assigns, and (ii) no other Person whatsoever should
have any rights, interests, or claims hereunder or be en tled
to any bene ts under or on account of this Agreement as a third party bene ciary or otherwise.
(j)
Survival
The covenants contained in this Agreement, which, by their terms require performance a er the
expira on, or termina on of this Agreement should be enforceable notwithstanding the expira on
or other termina on of this Agreement.
(k)
Headings
Headings are included solely for convenience or reference and if there is any con ict between
headings and the text of this Agreement, the text should control.
(l)
Currency
Any exchange of funds between Sender and Receiver should be made in the same currency in
which the Sender transferred the investment fund; in addi on, GPI calcula ons pursuant to this
Agreement and any other Joint Venture Agreement should be based on ICC regula ons in Paris.
ARBITRATION
(a) GPI disputes and ques ons whatsoever which arises between the Par es to this Agreement and
touching on this Agreement on the construc on or applica on thereof or any account cost,
liability to be made hereunder or as to any act or way rela ng to this Agreement should be
se led by the arbitra on in accordance with the laws of the ICC, Paris, France.
(b) Every a empt should be made to resolve disputes arising from unintended or inadvertent
viola on of this contractual Agreement as far as possible amicably. In the event that
adjudica on is required, local legal process should be preceded with according to the principal
of the ICC, as above indicated, where judicial resolu on is not thereby achieved, the ICC itself
and the decision in which GPI Par es should consider nal and binding should se le this
ma er. No state court of any na on should have subject ma er jurisdic on over ma ers arising
under this Agreement.
(c) This Agreement contains the en re agreement and understanding concerning the subject
ma er hereof and supersedes and replaces GPI prior nego a ons and proposed agreements,
wri en or oral. Neither of thePar es may alter,
(d) amend, nor modify this Agreement, except by an instrument in wri ng signed by both Par es.
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(e) This Agreement will be governed by and construed in accordance with the laws of United
Kingdom. In the event that either party should be required to bring any legal ac ons against the
other in order to enforce any of the terms of this Agreement the prevailing party should be
SENDER
Page 5 of 11 RECEIVER
CORPORATE INVESTMENT AGREEMENT FOR
SWIFT GPI Semi – Automatic with UETR Code VIA BANK-TO- BANK
AGREEMENT NO.:
TRANSACTION CODE SET FROM SENDER BANK
DATE March 23, 2023
en tled to recover reasonably a orney fees and costs.
(f) GPI Communica ons will take place on the account to account only. No excep ons, e-mail,
a achments of this document, when duly executed are to be considered originals and binding
documents.
(g) This Agreement once executed by both Par es will become e ec ve as of the date rst wri en
above.
Any o cial no ce(s) exchanged by the Par es hereto, should be sent to the rst men oned
address (es) herein or as may be a ached by addendum hereto. A facsimile or electronically
transferred copy of this Agreement, duly signed by both Par es, should be deemed original.
AGREED AND ACCEPTED FOR AND ON BEHALF OF
REPRESENTEDBY:
REPRESENTEDBY:
PASSPORT
NUMBER:
PASSPORT
NUMBER:
DATE OF ISSUE
DATE OF ISSUE
DATE OF EXPIRY:
DATE OF EXPIRY:
COUNTRY OF
ISSUE:
COUNTRY OF
ISSUE:
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PARTY-B SIGNATURE SIGNED & ACCEPTED BY THE RECEIVER
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PARTY-A: SIGNATURE SIGNED & ACCEPTED BY THE SENDER
CORPORATE INVESTMENT AGREEMENT FOR
SWIFT GPI Semi – Automatic with UETR Code VIA BANK-TO- BANK
AGREEMENT NO.:
TRANSACTION CODE SET FROM SENDER BANK
DATE March 23, 2023
SENDER’S PASSPORT COPY
SENDER
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RECEIVER
CORPORATE INVESTRMENT AGREEMENT FOR
SWIFT GPI Semi – Automatic with UETR Code VIA BANK-TO- BANK
AGREEMENT NO.: SUDVERS _GPI_1.5T20230221
TRANSACTION CODE SET FROM SENDER BANK
DATE March 23, 2023
SENDER’S CERTIFICATE OF INCORPORATION
SENDER
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RECEIVER
CORPORATE INVESTRMENT AGREEMENT FOR
SWIFT GPI Semi – Automatic with UETR Code VIA BANK-TO- BANK
AGREEMENT NO.: SUDVERS _GPI_1.5T20230221
TRANSACTION CODE SET FROM SENDER BANK
DATE March 23, 2023
RECEIVER PASSPORT COPY
SENDER
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RECEIVER
CORPORATE INVESTRMENT AGREEMENT FOR
SWIFT GPI Semi – Automatic with UETR Code VIA BANK-TO- BANK
AGREEMENT NO.: SUDVERS _GPI_1.5T20230221
TRANSACTION CODE SET FROM SENDER BANK
DATE March 23, 2023
RECEIVER’S CERTIFICATION OF INCORPORATION
SENDER
Page 10 of 11
RECEIVER
CORPORATE INVESTRMENT AGREEMENT FOR
SWIFT GPI Semi – Automatic with UETR Code VIA BANK-TO- BANK
AGREEMENT NO.: SUDVERS _GPI_1.5T20230221
TRANSACTION CODE SET FROM SENDER BANK
DATE March 23, 2023
“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 SIGNATURE 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 direc ve no. 95/46/eec, as applicable. Either party may
request hard copy of any document that has been previously transmi ed by electronic means provided however,
that any such request shall in no manner delay the par es from performing their respec ve obliga ons and du es
under edt instruments.
ELECTRONIC SIGNATURE IS VALID AND LEGALLY – BINDING AS AN ORIGINALIF TRANSMITTED IN SECURE AND
CERTIFIED *.PDF FORMAT.
*********END OF DOCUMENT*********
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