JOINT VENTURE AGREEMENT FOR PROJECT
MANAGEMENT OF THE TRANSFERS VIA
SWIFT.COM MT-103/GPI TRANSFER
BETWEEN
IMMOBILIEN PARTNER GMBH
AND
XXXXXXXXXXXXXXXXXXXXX
Agreement No: IM/35T/TSI/11042020
Transaction Code No: GPI IM/35T/TSI/11042020
Date: OCTOBER 22, 2020 Page 1
THIS SERVICE AGREEMENT IS A LEGAL AGREEMENT BETWEEN SENDER AND RECEIVER. PLEASE READ THIS AGREEMENT CAREFULLY.
BOTH PARTY ARE HEREBY AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. THIS MEANS THAT, BY INVESTMENT & PARTNERSHIP
COOPERATION BOTH ACCEPTS ALL TERMS AND CONDITIONS OF THIS AGREEMENT UNCONDITIONALLY.
2020
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103/GPI TRN TRANSFER)
This PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT OF THE TRANSFERS FOR EDIBLE OIL
REFINERY PROJECT INVESTMENTS VIA SWIFT.COM MT-103/GPI TRANSFER No: GPI IM/198M/TSI/11042020
(hereinafter, referred to, as “the Agreement”) is entered on the date of OCTOBER 22, 2020 by and between the
following parties: The PARTY A - the INVESTOR:
COMPANY NAME: IMMOBILIEN PARTNER GMBH
COMPANY ADDRESS: AN DER KRONENEIKE 14, BELM 49191 GERMANY
COMPANY REG. №: 0541/315-2240
REPRESENTED BY / TITLE MR. BRAUN ALEXANDER / DIRECTOR
PASSPORT NUMBER: L2JNTTT46
DATE OF ISSUE: 22.04.2017
DATE OF EXPIRY: 26.04.2027
COUNTRY OF ISSUE: GERMANY
BANK NAME: DEUTSCHE BANK PRIVAT UND GESCHAFTSKUNDEN
BANK ADDRESS: DB Privat- und Firmenkundenbank (Deutsche Bank
PGK) 49006 Osnabrück, GERMANY
ACCOUNT NAME: IMMOBILIEN PARTNER GMBH
ACCOUNT NUMBER DE20265700240038813200
SWIFT CODE: DEUTDEDB265
BANK OFFICER NAME: FRANK KUNHKE
BANK OFFICER CODE: DB02673
(Hereinafter referred to as the “Party A” or the “INVESTOR”)
And
The PARTY-B - the MANAGER:
COMPANY NAME: TBA
COMPANY ADDRESS: TBA
COMPANY REG. NUMBER: TBA
REPRESENTED BY: TBA
PASSPORT NUMBER: TBA
DATE OF ISSUANCE: TBA
DATE OF EXPIRATION: TBA
BANK NAME TBA
BANK ADDRESS: TBA
ACCOUNT NAME: TBA
ACCOUNT NO: (EURO) TBA
SWIFT CODE: TBA
GPI CODE: TBA
IBAN: TBA
SORT CODE: TBA
BANK OFFICER NAME: TBA
BANK OFFICER TEL: TBA
BANK OFFICER MAIL: TBA
(Hereinafter referred to as the “Party B” or the “MANAGER”)
“Party A”: “Party B”:
Agreement No: IM/35T/TSI/11042020
Transaction Code No: GPI IM/35T/TSI/11042020
Date: OCTOBER 22, 2020
Page 2
Party B has the capacity and will strictly abide by all Banking Laws and Regulations, set through compliance
and due diligence requirements for all International Banking / Business / Commodity transactions worldwide.
Party B has the ability to accept deposits / funds from around the World, Party B has the ability to accept /
conclude International / Global Business Transactions through MT103/GPI).
PARTY B will manage all the payment instructions of Party A (the investor).
WHEREAS: The Party- B is ready and able to receive this Pay Order as a joint venture investments for all parties
herein for the execution of various infrastructure development projects, & Part- B is ready willing and able to
receive said CASH TRANSFERS up to €35,000,000,000,000.00 (THIRTY-FIVE TRILLION EURO) in agreed tranches
with rollover and extension via SWIFT.COM MT-103/GPI (CASH TRANSFER)
from Party-A, these funds will be invested/disbursed by Party-B as per PAYOUT LIST instructions.
WHEREAS: The Party-A represents and warrants, with full corporate and legal responsibility, that he has
permission to enter into this Joint Venture Investment Agreement, as well as declares under penalty of
perjury that the funds as per Party A bank statement hereby noted as Annex are good, clean, clear, and free
of non-criminal origin, are free and clear of all liens, encumbrances and third parties interests.
WHEREAS: The Party-B is ready will and able to Receive€35,000,000,000,000.00 (THIRTY-FIVE TRILLION EURO) in agreed
tranches by way of Cash Transfer via SWIFT.COM MT-103/GPI, which will
be disbursed in accordance with Project requirements and with the PAYOUT LIST instructions.
BI. DESCRIPTION OF TRANSACTION
1. Sender’s Instrument: SWIFT.COM Transfer MT-103/GPI
2. Total Face Value: €35,000,049,000,000.00 (THIRTY-FIVE TRILLION FORTY NINE MILLION
EURO) WITH ROLLS AND EXTENSION
3. Tranches: Amount to be mutually agreed
4. Remittance by: VIA SWIFT.COM MT-103/GPI CASH TRANSFER
CASH TRANSFER VIA SWIFT.COM MT-103/GPI:
1. Party-A & Party-B both sign & execute the Joint Venture Investment Agreement.
2. This Investment Agreement, which thereby automatically becomes a full commercial recourse
contract.
3. The Parties will lodge a copy of this executed Agreement into their respective banks for the
compliance, if necessary.
4. Investor will then transfer the CASH via SWIFT.COM MT-103/GPI to Party B’s account and provides a
Copy of the TRANSACTION SLIP, SWIFT.COM MT-103/GPI AND DISBURSEMENT INSTRUCTIONS
SWIFT MT-103/GPI to Receiver via e-mail for their reference and records.
Party B will verify, authenticate & confirm the receipt of the cash funds within ONE banking day and then make
the necessary disbursements via Swift MT-103/GPI as per PAYOUT LIST instructions or as mutually agreed.
“Party A”: “Party B”:
Agreement No: IM/35T/TSI/11042020
Transaction Code No: GPI IM/35T/TSI/11042020
Date: OCTOBER 12, 2020 Page 3
NON-SOLICITATION
Receiver hereby confirms and declares that its associates or representatives, or any other person(s) on its
behalf, has/have never been solicited by any party, its shareholders or associates or representatives in any
way whatsoever that can be construed as a solicitation for this future transaction. Any delay in or failure of
performance by either party of their respective obligations under this Agreement shall constitute a breach
here under and will give rise to claims for damages if, and to the extent that such delay(s) or failure(s) in
performance is(are) not caused by event(s) or circumstance beyond the control of such party in default.
The term Beyond the Control of Such Party include 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 non-
performing party by exercise of reasonable diligence is unable to foresee or prevent or remedy.
REPRESENTATIONS AND WARRANTIES
(a) 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
here under and to conduct the business of this transaction.
(b) Enforceability. This Agreement constitutes the legal, valid and binding obligation of such party
enforceable in accordance with its terms.
(c) Consents and Authority. No consents or approvals are required from any of the governmental
authority or other person for it to enter into this Agreement. All actions on the part of such acting party
necessary for the authorization, execution and delivery of this Agreement, and the consummation of the
transactions contemplated hereby by such party, have been duly taken.
(d) 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.
(e) Receiver. It has been afforded the opportunity to seek and rely upon the advice of its own attorney,
accountant or other professional adviser in connection with the execution of this Agreement. Both Parties
shall do so in respect of each other and under this Agreement written conditions.
MISCELLANEOUS
(a) Notice(s). The two authorized signatories will execute any modifications, amendments, and addendums
or follow on contracts 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
both Parties hereto shall be considered as an original, both legally binding and enforceable for the term of
this Agreement.
(b) Specific Performance; Other Rights. The Parties recognize that several of the rights granted under this
Agreement are unique and, accordingly, the Parties shall in addition to such other remedies as may be
available to them at law or in equity, have the right to enforce their rights under this Agreement by actions
for injunctive relief and specific performance.
“Party A”: “Party B”:
Agreement No: IM/35T/TSI/11042020
Transaction Code No: GPI IM/35T/TSI/11042020
Date: OCTOBER 12, 2020 Page 4
(c) Prior Agreements; Construction; Entire Agreement. This Agreement, including the Exhibits and other
documents referred to herein (which form a part hereof), constitutes the entire agreement of the Parties
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 and understandings are merged herein and
shall not survive the execution and delivery hereof. In the event of any conflict between the provisions of this
Agreement and those of any Joint Ventures Agreement, the provisions of the applicable Joint Venture
Agreement shall control.
(d) Amendments. This Agreement may not be amended, altered or modified except (i) upon the
unanimous by instrument in writing and signed by each of the Investor and Asset Manager.
(e) 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.
(f) 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 and delivered to each of the Parties.
(g) Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with
the laws of the Paris. The Parties consent to the exclusive jurisdiction of the Paris shall be preceded with the
according to the principal of the ICC, with any civil action concerning any controversy, dispute or claim arising
out of or relating 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 matter jurisdiction thereof, in
which event the Parties consent to the jurisdiction of the ICC as above indicated. The Parties hereby waive
and agree not to assert in any litigation concerning this Agreement the doctrine of forum non-convenient.
(h) 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.
No Rights of Third Parties. This Agreement is made solely and specifically between and for the benefit of the
Parties hereto and their respective members, successors and assigns subject to the express provisions hereof
relating to successors and assigns, and (ii) no other
(i) 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.
(j) 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.
(k) 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.
(l) No Broker. Each of Investor and Asset Manager represent and warrant that it has not dealt with any
broker in connection with this Agreement and agrees to indemnify, defend and hold harmless each other
party hereto and its Affiliates from all claims and/or damages as a result of this representation and warranty
being false.
(m) Currency. Any exchange of funds between Sender and Receiver shall be made in the same currency in
which the Sender transferred the investment fund. In addition, all calculations pursuant to this Agreement
and any Joint Venture Agreement shall be based on ICC regulations in Paris.
ARBITRATION
(a) 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 here under 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, Paris, France.
“Party A”: “Party B”:
Agreement No: IM/35T/TSI/11042020
Transaction Code No: GPI IM/35T/TSI/11042020
Date: OCTOBER 22, 2020 Page 5
(b) 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 all Parties shall
consider to be final and binding. No State court of any nation shall have subject matter jurisdiction over
matters arising under this Agreement.
(c) 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.
(d) 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.
(e) All Communications will take place on the account to account only. No exceptions, e-mail, attachments
of this document, when duly executed are to be considered originals and binding documents.
(f) 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 of this Agreement,
duly signed by both Parties, shall be deemed original.
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions
of this Contract, and as applicable, this Agreement shall incorporate:
U.S. Public Law 106-229, Electronic Signatures in Global and National Commerce Act'' or such other
applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001);
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United
Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT); and
EDT documents shall be subject to European Community Directive No.95/46/EEC, as applicable. Either
Party may request 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
IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon this
Agreement as of this date of OCTOBER 22, 2020.
AGREED AND ACCEPTED:
For and on behalf of the Party A - the Investor:
IMMOBILIEN PARTNER GMBH
COMPANY NAME: IMMOBILIEN PARTNER GMBH
REPRESENTED BY / TITLE: MR. BRAUN ALEXANDER /
DIRECTOR
PASSPORT NUMBER: L2JNTTT46
DATE OF ISSUE: 22.04.2017
DATE OF EXPIRY: 26.04.2027
COUNTRY OF ISSUE: GERMANY
Signatory Name: MR. BRAUN ALEXANDER
Tittle: DIRECTOR
PASSPORT NUMBER: L2JNTTT46
“Party A”: “Party B”:
Agreement No: IM/35T/TSI/11042020
Transaction Code No: GPI IM/35T/TSI/11042020
Date: OCTOBER 22, 2020 Page 6
For and on behalf of the Party B - the Manager:
XXXXXXXXXXXXXXXXXXX
COMPANY NAME:
REPRESENTED BY:
PASSPORT NUMBER:
DATE OF ISSUE:
DATE OF EXPIRY:
COUNTRY OF ISSUE:
“Party A”: “Party B”:
PASSPORT COPY OF THE PARTY-A
“Party A”: “Party B”:
Agreement No: IM/35T/TSI/11042020
Transaction Code No: GPI IM/35T/TSI/11042020
Date: OCTOBER 22, 2020 Page 7
CERTIFICATE OF INCORPORATION OF THE PARTY A
“Party A”: “Party B”:
Agreement No: IM/35T/TSI/11042020
Transaction Code No: GPI IM/35T/TSI/11042020
Date: OCTOBER 22, 2020 Page 8
PASSPORT COPY OF THE PARTY-B
“Party A”: “Party B”:
Agreement No: IM/35T/TSI/11042020
Transaction Code No: GPI IM/35T/TSI/11042020
Date: OCTOBER 22, 2020 Page 9
CERTIFICATE OF INCORPORATION OF THE PARTY B
“Party A”: “Party B”:
