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August DOA GPI 103 Studio09.Docx 110

This document outlines a partnership agreement between an investor, StudioVerket Holding AB, and a partner for financial cooperation and investment projects, effective February 6, 2025. The agreement details the responsibilities of both parties regarding the management of investments, the legal framework for transactions, and the financial arrangements, including a total investment of €5 billion. The parties agree to collaborate on various investment activities while ensuring compliance with legal and financial regulations.

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Mara Sardella
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0% found this document useful (0 votes)
78 views

August DOA GPI 103 Studio09.Docx 110

This document outlines a partnership agreement between an investor, StudioVerket Holding AB, and a partner for financial cooperation and investment projects, effective February 6, 2025. The agreement details the responsibilities of both parties regarding the management of investments, the legal framework for transactions, and the financial arrangements, including a total investment of €5 billion. The parties agree to collaborate on various investment activities while ensuring compliance with legal and financial regulations.

Uploaded by

Mara Sardella
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
You are on page 1/ 16

Investor or Party “A” Page 1 of 16 Receiver or Party “B”

(DOA) DEED OF AGREEMENT NO. STUDIO/490/AUG/GPI/XXXXXXXX DATE: XX AUGUST 2021

PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

Financial co-operation agreement on delivery of cash funds for investments hereinafter referred to as agreement, is made
and effective on this date February 6, 2025 by and between the following parties: -

FIRST PARTY A: “INVESTOR”:


COMPANY NAME STUDIOVERKET HOLDING AB
COMPANY ADDRESS BOX 1002, 101 38 STOCKHOLM, SWEDEN
REGISTRATION NUMBER: 556978-7293 DATE: 12.12.2014
REPRESENTED BY: MR. CHARBEL KHALIL NADER
PASSPORT No.: LR 1196308 / LEBANON
DATE OF ISSUE |DATE OF EXPIRY 12/13/2018 | 12/12/2028
BANK NAME: UBS AG ZURICH
BANK ADDRESS: THEATERSTRASSE 20, 8001 ZURICH, SWITZERLAND
ACCOUNT NAME: STUDIOVERKET HOLDING AB
BANK SENDER IBAN: CH51 0022 5225 9529 1301C
ACCOUNT NUMBER: 5225 9529 1301 C
BIC / SWIFT CODE: UBSWCHZH80A
BANK OFFICER: ALEX SMITCH
with full legal and corporate authority to sign this Agreement (hereinafter referred to as Party-A / INVESTOR), and

SECOND PARTY B: “PARTNER”:


COMPANY NAME:

COMPANY ADDRESS

REGISTRATION NO:
REPRESENTED BY/TITLE:
PASSPORT №:
PLACE OF ISSUE:
PASSPORT ISSUE DATE:
PASSPORT EXPIRY DATE:
BANK NAME:

BANK ADDRESS:

BIC / SWIFT CODE:


SWIFT GPI CODE:
ACCOUNT NAME
ACCOUNT NO.
IBAN:
BANK OFFICER:
BANK OFFICER EMAIL | TEL
REAMARK IF ANY:

with full legal and corporate authority to sign this Agreement (hereinafter referred to as Party-B / PARTNER) on the other hand,
both to get her and individually here in after referred to as the "Parties" conclude an agreement of such content,
hereinafter referred to as the "Agreement":

Investor or Party “A” Page 2 of 16 Receiver or Party “B”


(DOA) DEED OF AGREEMENT NO. STUDIO/490/AUG/GPI/XXXXXXXX DATE: XX AUGUST 2021

The Parties, with full legal and corporate authority to sign this Agreement, in consideration of the premises and the
mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt.
and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
WHEREAS:
WHEREAS the Parties here to 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 “Partner” 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 “Partner” 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.
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.
And also, can carry out reinvestment in the objects of the primary investment and other objects of investment and
reinvestment.

2. JOINT ACTIVITIES OF THE PARTIES.


2.1. 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 Partner is ready to receive the investments and to make
at the mutually agreed terms and conditions hereof.
2.2. 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.
2.3. The Parties can extend kinds and spheres of investment activity and if necessary, make the Additional agreements.
2.4. 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.

3. RIGHTS AND DUTIES OF THE PARTNERS.


3.1. Party-A and Party-B for the purposes of fulfillment hereof:
3.1.1.Develop investment activity for its economic and technical projects.
3.1.2.Conclude contracts, agreements, and other agreements necessary for realization of their investment programs.
3.1.3.Acquire export-import quotas and licenses for export and import of commodities and products.

Investor or Party “A” Page 3 of 16 Receiver or Party “B”


(DOA) DEED OF AGREEMENT NO. STUDIO/490/AUG/GPI/XXXXXXXX DATE: XX AUGUST 2021

3.1.4.Provide each other with all necessary legal, financial and other documents, related to the fulfillment hereof.
3.1.5.Invest money in their own projects during validity hereof according to their current legislation.
3.1.6. Carrie out economic activity to fulfill 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.
3.1.7. Attract other legal entities and individuals for the fulfillment of their investment programs under the present
Agreement at their sole decision.
3.1.8.Are to provide each other with necessary assistance.
3.1.9.Are to follow and observe the terms and conditions hereof.
3.1.10. Are obligated to keep in a secret all business, technical and commercial information related to implementation
hereof.
3.1.11. 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.

3.2. The Party-A for the purposes of fulfillment hereof:


3.2.1.Develops the directions of own investment activity with its economic and technical ground.
3.2.2.Concludes contracts, agreements, and other agreements necessary for realization of its investment programs.
3.2.3.Acquires export-import quotas and licenses for export and import of commodities and products.
3.2.4.Provides Party-B with all necessary legally, financial and other documents, related to the fulfillment hereof.
3.2.5.Can invest money during validity of this Agreement according to the current legislation.
3.2.6.Carries out economic activity to fulfill 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.
3.2.7.Attracts other legal entities and individuals for realization of the investment programs under the present Agreement.
3.2.8.Attracts investments and financial assets, including credit and loan facilities of residents and not residents aimed on
execution of investment activity.

3.3. The Party-B for the purposes of fulfillment hereof:


3.3.1.Develops the directions of own investment activity with its economic and technical ground.
3.3.2.Concludes contracts, agreements, and other agreements necessary for realization of its investment programs.
3.3.3.Acquires export-import quotas and licenses for export and import of commodities and products.
3.3.4.Provides Party-A with all necessary legally, financial and other documents, related to the fulfillment hereof.
3.3.5.Can invest money during validity of this Agreement according to the current legislation.
3.3.6. Carries out economic activity to fulfill 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.
3.3.7. Attracts other legally entities and individuals for realization of the investment programs under the present
Agreement.
3.3.8. Attracts investments and financial assets, including credit and loan facilities of residents and not residents aimed on
execution of investment activity.

4. TOTAL VOLUME OF INVESTMENTS AND ORDER OF FINANCING.


Now therefore 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 as per below Detail of the transaction.

Investor or Party “A” Page 4 of 16 Receiver or Party “B”


(DOA) DEED OF AGREEMENT NO. STUDIO/490/AUG/GPI/XXXXXXXX DATE: XX AUGUST 2021

4.1.1 DETAILS OF TRANSACTION:


Swift GPI MT103 SCT – SINGLE CUSTOMER CREDIT TRANSFER
Swift GPI AUTOMATIC MT103 - WITH UETR CODE – NOT AVAILABLE
TYPE OF INSTRUMENT AVAILAABLE Swift GPI SEMI-AUTO MT103 -WITH UETR CODE
Swift GPI MANUAL DOWNLOAD MT 103.202 -WITH UETR CODE
Swift MANUAL DOWNLOAD MT 103.202 -WITH/WITHOUT UETR CODE
AGREED INSTRUMENT SWIFT GPI MT103 SEMI AUTO/AUTO MODE - WITH UETR CODE
PURPOSE OF FUNDS Investment and Projects Funding
TOTAL FACE VALUE: € 5,000,000,000.00 (FIVE BILLION EURO) OR AS MUTUALLY AGREED
FIRST TRANCHE: € 49,000,000.00 OR € 490,000,000.00 OR AS MUTUALLY AGREED
SECOND TRANCHE: TBA - AS MUTUALLY AGREED
RATIO FOR SENDER 65.0% (SIXTY-FIVE PERCENT) - AS MUTUALLY AGREED between Sender & Receiver
RATIO FOR RECEIVER 30.0% (THIRTY PERCENT) - AS MUTUALLY AGREED Sender & Receiver
RATIO FOR CONSULTANTS 5.0% (FIVE percent) on RECEIVER side
DELIVERY BY SENDER: SWIFT SYSTEM / SWIFT GPI SYSTEM
SWIFT GPI WIRE TRANSFER, WITHIN FIVE (5) BANKING DAYS UPON RECEIPT AND
PAYMENT MODE & DURATION
CLEARING OF THE FUNDS
The Receiver BO should have access to GLOBAL SWIFT INTERNATIONAL SYSTEM in
the SWIFT ROOM/SERVER ROOM of the BENEFICIARIES Bank – Preferably at BANK
FUND LOCATION GUIDELINE 1:
HEAD OFFICE OR AT CENTRAL SERVER/SWIFT ROOM of the Bank Head Office and not
in Branch Office.
The Tracking Code identifies a financial transaction consisting in a Swift transfer.
The BO must start by first accessing the Global Swift International system, NOT the GPI
Facility that is meant to be a pure downloading device to be used only to input the
FUND LOCATION GUIDELINE 2:
funds amount manually in the right place under the hereinafter described
circumstances!! The BO should locate the funds and track the TRN peripherally (i. e.
within Global Swift International) First.
PAYENT GUARANTEE LETTER BANK ENDORSED OR CORPORATE ENDORESED - PGL AS AGREED
We can do SWIFT GPI AUTOMATIC Mode
But 99% receiver does not know the real technical meaning of GPI AUTOMATIC - As they
think without doing anything Money will reflect in their account.
Remark 1 (AUTO MODE)
Technical Meaning of AUTOMATIC MODE
AUTO MODE - means AUTO COMPENSATION, it will have AUTO Clearing if everything is OK.
But they have to always do the Acceptance of incoming Payment and to LOCATE the Transfer.
NO MT 199, NO BO TO BO, NO EMAIL COMMUNICATION. HOWEVER, THE MT199 IF
Remark 1 (MT 199) REQUIRED BY THE RECEIVER THAN THE RECEIVER HAS TO PROVID UPFRONT COST FOR SUCH
MT199. BO TO BO WITHOUT PRIOR PERMISSION WILL LEAD TO CONTRACT CANCELLATION.
FOR EACH TRANSACTION THE RECEIVER NEED TO PAY BANK PROGAMMING COST ,
Remark 3 (Bank Fee) before upload of the transaction. Any Fund Blocked in Escrow will not be acceptable.
Subject to Receipt of such cost fund shall be transmitted within 72 hours.

4.2 PROCEDURE: TRANSACTION PROCEDURES:


4.2.1 Investor sends the Agreement to Receiver for reviewing.
4.2.2 Receiver reviews the Agreement and returns signed/sealed Agreement to Investor if acceptable.
4.2.3Both Parties lodge the Agreement to their respective Banks and notifies the Party through is authorized with an official
mandate.
4.2.4Investor Bank transfer the agreed Amount of Funds to Receiving Bank for Investing purpose from one the AGREED
INSTRUMENT as listed in TYPE OF INSTRUMENT AVAILABLE in clause 4.1.1 DETAILS OF TRANSACTION and sends sanitized
SWIFT Copy and PGL (or IMFPA) to Receiver.
4.2.5 Receiver/Receiving Bank trace the Funds by using TRN & UETR CODE.

5.1PLEASE NOTE: There is no provider’s bank officer investments at any stages of the download. No
phone or screen verification at all. The only possibility is to verify after the download finished, and the
Partner account is credited. Please make sure that bank of Partner of Partner officer will not be provided

Investor or Party “A” Page 5 of 16 Receiver or Party “B”


(DOA) DEED OF AGREEMENT NO. STUDIO/490/AUG/GPI/XXXXXXXX DATE: XX AUGUST 2021
by any authorization or contact with provider's bank officer.

6.TARGETED USE OF THE FUNDS THEIR DISTRIBUTION.


5.1Investment in the projects
5.2 Development of several companies to work with, in the field of exports and imports in Western and Eastern
Europe etc. Consulting services for the support and implementation of credit lines.
5.3All the necessary documents on the distribution of funds, will be an integral part of this Agreement, and will.
be additions to the granting of this Agreement.

7. CONFIDENTIAL INFORMATION AND SECURITY.


7.1In connection with present Agreement, the Parties will provide 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.
7.2 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.
7.3Separate 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.
7.5Unauthorized 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.

8.CODES OF IDENTIFICATION.
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.

9.COMMUNICATION.
9,.1Communication with banks will be limited to those between the Investor’s bank and Partner’s bank and only by
between authorized bank officers/representatives, including principals of the Investor and the Partner, 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.
9.2 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 legally purpose.

10. VALIDITY.
10.1 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.

11. FULL UNDERSTANDING.


11.1 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.
11.2 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
Investor or Party “A” Page 6 of 16 Receiver or Party “B”
(DOA) DEED OF AGREEMENT NO. STUDIO/490/AUG/GPI/XXXXXXXX DATE: XX AUGUST 2021
validity, this Agreement shall be reconstructed upon mutual consent and agreement of both Parties to this commercial
Agreement.

11.3 Until the physical exchange of original hard copies, the acknowledged fax and/or e-mail copies of this Agreement
shall be deemed original.
11.4 The commission payable under this Agreement is to be distributed in accordance with the Irrevocable Fee
Protection Agreement.

12. ASSIGNMENT.
12.1 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.

13. TERM OF AGREEMENT.


13.1 This agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of
EURO, Liechtenstein, Switzerland, Lugano 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 effectors 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.

14. LAW AND ARBITRATION.


14.1 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.

15.2. All disputes and disagreements, which can arise during execution of the present agreement or in connection with
it, will be solved by negotiation between the Parties. In case the Parties will not come to the agreement, the disputes
and disagreements are to be settled by The London Court of International Arbitration (UK) made up by one arbitrator.

15.3 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.

15.4 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.

16.1 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” Page 7 of 16 Receiver or Party “B”


(DOA) DEED OF AGREEMENT NO. STUDIO/490/AUG/GPI/XXXXXXXX DATE: XX AUGUST 2021

17. SIGNATURES OF THE PARTIES:


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 Investor is holding an account with cash funds to be transferred to Partner designated account from one of
the AGREED INSTRUMENT as listed in TYPE OF INSTRUMENT AVAILABLE in clause 4.1.1 DETAILS OF TRANSACTION
aiming at investments: and

WHEREAS Partner is ready, willing and able to receive said cash funds into its designated account from one of the
AGREED INSTRUMENT as listed in TYPE OF INSTRUMENT AVAILABLE in clause 4.1.1 DETAILS OF TRANSACTION and to
execute the distribution and transfer of said received funds to designated parties and bank accounts via SWIFT Message
MT103/202, in accordance with 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 with the terms and conditions in this Agreement.

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

STUDIOVERKET HOLDING AB XXXXXXXXXXXXXXXXXX

REPRESENTED BY: MR. CHARBEL KHALIL NADER REPRESENTED BY:


PASSPORT NUMBER: LR 1196308 PASSPORT NUMBER:
DATE OF ISSUE 12/13/2018 DATE OF ISSUE:
DATE OF EXPIRY: 12/12/2028 DATE OF EXPIRY:
COUNTRY OF ISSUE: LEBANESE COUNTRY OF ISSUE:

Investor or Party “A” Page 8 of 16 Receiver or Party “B”


(DOA) DEED OF AGREEMENT NO. STUDIO/490/AUG/GPI/XXXXXXXX DATE: XX AUGUST 2021

18. IRREVOCABLE MASTER FEE PROTECTION AGREEMENT


IRREVOCABLE FEE PROTECTION AGREEMENT (IFPA) FUNDS DISBURSEMENT AGREEMENT PAYMENT ORDER PROTECTION AGREEMENT
IRREVOCABLE CORPORATE PAY ORDER UNDERTAKING IN REFERENCE TO AGREEMENT ON DELIVERY OF CASH FUNDS FOR INVESTMENTS
TRANSFER VIA one of the AGREED INSTRUMENT as listed in TYPE OF INSTRUMENT AVAILABLE in clause 4.1.1 DETAILS OF
TRANSACTION
The Party-B/PARTNER the undersigned Payer and authorized legal signatory of corporate account acting with full personal and corporate
responsibility, do hereby confirm irrevocably and unconditionally, without protest or notification, without prejudice, recourse or delay,
guarantee to make all pay outs to Beneficiary will be listed in IMFPA forming part of PGL which has been executed separately, by wire transfer
via SWIFT MT-103/MT103-202/TT, at the time of settlement of each and every tranche of the transaction. The said PGL/IMFPA shall remain an
integrate part of this Agreement between Receiver and Investor. said PGL/IMFPA 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 agreement shall be
settled by the arbitration in accordance with arbitration laws of ICC.
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 none 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 duded 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 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 effect within two (2) banking days only after each transaction value of the agreement will happen and only
after the Investor, would have already made the transfer related to the first and subsequent investment to designated bank account of
company nominated of: The Receiver should do Disbursement to “Party-A” and its Consultants designated Bank Accounts according to this PGL
(Payment Guarantee Letter) via SWIFT MT103/202, upon full clearance of said transferred funds, Receiver authorized, and instructed trustee
distributes and transfers cash funds for investments via SWIFT MT103/MT103-202/TT/SWIFT gpi with “Urgent, The Same Day Wire” mode to
designated bank accounts, as per agreed terms and conditions in this agreement and IMFPA below.

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 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.

We/I, Party-B/PARTNER, hereby agree that the disbursement of funds to Agents and Intermediaries of Parties referred are as follows. Required
message: All transfer instructions shall state “Funds are clean, cleared and are not of criminal origin and are payable in cash immediately upon
receipt by Beneficiary bank”.

19. 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.

Investor or Party “A” Page 9 of 16 Receiver or Party “B”


(DOA) DEED OF AGREEMENT NO. STUDIO/490/AUG/GPI/XXXXXXXX DATE: XX AUGUST 2021
20. 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:
20.1. 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
20.2. ELECTRONIC COMMERCE AGREEMENT (ECE/ TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED NATIONS CENTRE FOR TRADE FACILITATION AND
ELECTRONIC BUSINESS (UN/CEFACT).
20.3. 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.

TECHNICAL PROCEDURE OF FUND LOCATION & EXTRACTION –


USING SWIFT GLOBAL INTERNATIONAL SCREEN GPI SYSTEM
NOTE: SAME PROCESS FOR FOLLOWING TRANSFERS

SWIFT MT104 GPI | SWIFT GPI MT103 DIRECT CASH TRANSFER | SWIFT GPI MT103 SEMI-AUTOMATIC /
WITH UETR CODE | SWIFT GPI MT103.202 MANUAL DOWNLOAD

A. Qualification of the BO & SYSTEM REQUIREMENT: First of all, the Receiver’s Bank Officer in charge of the
transaction must have the appropriate system credentials (i.e., he must be a 14th + level bank officer) and he
should have access to GLOBAL SWIFT INTERNATIONAL SYSTEM in the SWIFT ROOM/SERVER ROOM of the
BENEFICIARIES Bank – Preferably at BANK HEAD OFFICE OR AT CENTRAL SERVER/SWIFT ROOM of the Bank
Head Office.

B. INFORMATION REQUIRED TO LOCATE: All information of the Transfer is with the receiver in the Transfer he
got from the sender through the SWIFT/WIRE TRANSFER SLIP and find the wire transfer amount remitted to
the receiver. The information needed for the download to take place are in the delivery slip. No other
document will be provided as none will be required.

C. LOCATE BY TRN Code: Different mode of transfer identifies TRN codes differently, in most of the case codes
on FIELD F20 or codes on the TRACK CODE are considered to be TRN. In some cases, UETR code also act as
TRN.
Note: "GPI" stands for "Global Payments Innovation", the most efficient Swift platform to administer
cross borders payments. GPI SWIFT Codes are: Alphanumeric (hexadecimal characters) Generated by the
System and registered in the MT103/202 Swift Copy Under the “UETR” Column or “Tracking code” or code
under “Field F20”, separately or independently called “TRN”.

D. TO LOCATE THE TRANSFER: The TRN identifies a financial transaction consisting in a wire transfer. The BO
must start by first accessing the Global Swift International system, NOT the GPI Facility that is meant to be a
pure downloading device to be used only to input the funds amount manually in the right place under the
hereinafter described circumstances!! The BO should locate the funds and track the TRN peripherally (i. e.
within Global Swift International) First.

E. SEMI AUTO PROCESS TECHNICAL PROCESS : Once the wire transfer amount has been located successfully on
Global Swift International system in the SWIFT ROOM/SERVER ROOM , then bank officer needs to enter into
the GPI "Pending" folder, and input the TRN and / or the UETR again which was sent to the receiver, to his

Investor or Party “A” Page 10 of 16 Receiver or Party “B”


(DOA) DEED OF AGREEMENT NO. STUDIO/490/AUG/GPI/XXXXXXXX DATE: XX AUGUST 2021
banking coordinates (i. e. the bank account number/IBAN and the Swift Code/BIC of the branch from which
the bank account is operated), and simply position the funds manually onto the Receiver's bank account field.
IMPORTANT NOTICE: The Receiver’s Bank Officer must be perfectly aware that his task is to carry out a
transaction which is NOT AUTOMATIC , that’s why it’s called SEMI-AUTO, as part of the process to be done
Manually by the BO, the “Compensation” needs to projected and set up before even entering into the GPI
facility and must be accomplished after positioning the wire transfer amount onto the bank account field and
before leaving the GPI facility.

F. The wire transfer amount must then be inputted manually onto the account field of the receiver's bank
account before the bank officer exits the GPI IT facility and credited thereafter to the receiver himself.
Note: BO cannot locate anything unless he has access to GLOBAL SWIFT INTERNATIONAL SYSTEM from the
SWIFT ROOM/SERVER ROOM of the BENEFICIARIES Bank – Preferably at Bank Head Office or at Central
Server/Swift Room of the Bank Head Office. Again, the funds cannot be downloaded from an external server
that will never work it must be done in the swift room of the bank!

G. The Bank Officer should not quit the Swift GPI interface before crediting the cash amount to the RECEIVER's
bank account, otherwise the TRN may lose its connection with the associated funds then becoming utterly
useless.

H. To make sure the Bank Officer may enjoy the highest chances for concluding the transaction successfully, he
should track the funds peripherally in Global Swift and input them to the RECEIVER’s bank account through
the GPI system on the same day and seamlessly, i.e., without any break between the two operational stages.

SWIFT MT103-202 MANUAL DOWNLOAD

The Process of Fund Location follow the Same Process as above i.e. A, B, C, D.
Alternatively following simple Process can also be followed.

A) Track TRN in SWIFT manual Room via FTP MODE


Don’t use STP or SSP to track TRN, transaction can be blocked. After tracked will be visible only TRN
without funds. Only after inserted KEY CODE on download page, funds will be visible.

B) Insert KEY CODE and start download on receiving bank common account.

C) Make a block funds of amount downloaded and fix this amount on beneficiary account with release code.

D) Don’t make interruption during steps from A to C and Transaction will be performed as well done.

Disclaimer: The above technical guideline are purely suggestive/indicative Guidelines only, Sender take no
responsibility of loss of fund if process is not followed correctly. Moreover, Many Banks has different setup &
different software versions as such the Receiver may/must consult his Bank Officer before requesting any of the

Investor or Party “A” Page 11 of 16 Receiver or Party “B”


(DOA) DEED OF AGREEMENT NO. STUDIO/490/AUG/GPI/XXXXXXXX DATE: XX AUGUST 2021
Investment fund offered under this contract, Moreover RECEIVER MUST HAVE, SPECIAL GLOBAL INVESTMENT BANK
ACCOUNT, OPEN CREDIT LINE OR OWN FUNDS TO ACTIVATE CLEARING PROCEDURE, ALL NECESSARY APROVALS FROM
LOCAL CENTRAL BANK, ECB, ECONOMIC OR HUMANITARIAN PROJECTS ETC.

21 COPY PASSPORT INVESTOR OR PARTY “A”:

Investor or Party “A” Page 12 of 16 Receiver or Party “B”


(DOA) DEED OF AGREEMENT NO. STUDIO/490/AUG/GPI/XXXXXXXX DATE: XX AUGUST 2021

for, STUDIOVERKET HOLDING AB

Signed by: : CHARBEL KHALIL NADER


Passport No. : LR1196308
Country : LEBANESE
DOI | DOE : 13.12.2018 | 12.12.2028\

Investor or Party “A” Page 13 of 16 Receiver or Party “B”


(DOA) DEED OF AGREEMENT NO. STUDIO/490/AUG/GPI/XXXXXXXX DATE: XX AUGUST 2021

22 COPY CERTIFICATE OF CORPORATION INVESTOR OR PARTY “A”

Investor or Party “A” Page 14 of 16 Receiver or Party “B”


(DOA) DEED OF AGREEMENT NO. STUDIO/490/AUG/GPI/XXXXXXXX DATE: XX AUGUST 2021

23 COPY PASSPORTS PARTNER OR PART Y “B”:

Investor or Party “A” Page 15 of 16 Receiver or Party “B”


(DOA) DEED OF AGREEMENT NO. STUDIO/490/AUG/GPI/XXXXXXXX DATE: XX AUGUST 2021

24 COPY CERTFICATE PARTNER OR PART Y “B”:

END OF DOCUMENT

Investor or Party “A” Page 16 of 16 Receiver or Party “B”

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