AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS VIA S2S MD TRANSFER

AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025

TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54

PRIVATE AND CONFIDENTIAL

AGREEMENT ON DELIVERY OF CASH FUNDS

FOR INVESTMENTS VIA SERVER TO SERVER MANUAL DOWNLOAD

TRANSFER
AGREEMENT №: EC/SDC/S2S- MD- 10Q- 26022025

Between

ECLIPS CORPORATION (UK) LTD

(The Sender)

And

RECEIVER NAME

SABBRA DI COSTA S.A. DE C.V.

Dated: 26 February, 2025

Sender Initial: Receiver Initial:

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AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS VIA S2S MD TRANSFER
AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025
TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54

THIS AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS | VIA S2S

MD TRANSFER AGREEMENT № EC/SDC/S2S- MD- 10Q- 26022025 AND
TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54, (HEREINAFTER REFERRED TO
AS AGREEMENT) IS MADE AND EFFECTIVE ON THIS FEBRU ARY 26, 2025.

Between

PARTY “A” – THE SENDER

COMPANY NAME: ECLIPS CORPORATION (U K) LTD.

COMPANY ADDRESS: 92 KINGSTON ROAD, PORTSMOU TH, HANTS, PO2 7PA

COMPANY REG. Nº: 3167131

REPRESENTED BY: MR. DAVID PAU L BAMBER

POSITION: CEO
PASSPORT Nº: 551927570

COU NTRY ISSU ED: UK

DATE OF ISSU E: 19.04.2018

DATE OF EXPIRY: 19.09.2028

BANK NAME: HSBC BANK PLC- LONDON

BANK ADDRESS: INTERNATIONAL BRANCH 60 FENCHU RCH STREET LONDON EC3M 4BA U NITED KINGDOM
SW IFT CODE: HBU KGB4B

ACCOU NT NU MBER: 69998520

IBAN NU MBER: GB43HBU K40127669998520

ACCOU NT NAME: ECLIPS CORPORATION (U K) LTD.

Hereinafter referred to as “ The Party A” also as “ The Sender” And

PARTY “ B” – THE RECEIVER

COMPANY NAME: SABBRA DO COSTA S.A. DE C.V.

COMPANY ADDRESS:
5 SAVILE ROW / AV. PROLONGACION PASEO DE LA
REFORMA 215 OF 1203, SANTA FE CP. 01330, MEXICO
COMPANY REG. Nº: 09.03.1.46.93355

REPRESENTED BY: MR. CESAR OSWALDO NERIO ALANIS

POSITION: CEO
PASSPORT Nº: G24210141

COU NTRY ISSU ED: MEXICO

DATE OF ISSU E: 01.03.2017

DATE OF EXPIRY: 01.03.2027

BANK NAME: U NICREDIT BANK CZECH REPU BLIC AND SLOVAKIA A.S.

BANK ADDRESS:
PRAHA 4 – MICHLE, ZELETAVSKA 1525/1 PSC 140 92,
PRAQU E,
SECTION B, FILE NO. 3608
SW IFT CODE: BACXCZPP

BANK OFFICER’S NAME: MR. MICHAEL BATEH

Sender Initial: Receiver Initial:

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AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS VIA S2S MD TRANSFER
AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025
TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54
BANK OFFICER’S PIN: 21809990

BANK OFFICER’S TEL: +420 221 210 031

BANK OFFICER’S EMAIL: beth- michael@ unicreditbank.cz

ACCOU NT NU MBER: 0013 8793 5322

IBAN NU MBER: CZ61 2700 0000 0013 8793 5322

ACCOU NT NAME: GLPB / CESAR OSWALDO NERIO ALANIS

Hereinafter referred to as “ The Party B” also as “ The Receiver” , on the other side,

With full legal and corporate authority to sign this Agreement, (hereinafter referred to
as First Party and/or Sender), with full legal and corporate authority to sign this
Agreement, (hereinafter referred to as Second Party and/or Receiver).

WHEREAS, ECLIPS CORPORATION (U K) LTD are individually known as Party- A and/or

Sender and SABBRA DI COSTA S.A. DE C.V. as Party- B and/or Receiver and jointly
known as The Parties; and

WHEREAS, Sender is holding an account at HSBC BANK (U K) with cash funds to be

transferred to Second Party’s designated account via DTC Server to Server Transfer for
further investments; and

WHEREAS, Receiver is ready, willing and able to receive said cash funds into its
designated account via DTC Server to Server Transfer and to execute the distribution
and transfer of said received funds to designated parties and bank accounts via SWIFT
MT103, in accordance to the terms and conditions stated in this Agreement; and

WHEREAS, Receiver 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 Receiver 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 to the terms and conditions in this Agreement;

NOW, THEREFORE, it is agreed as follows:

PARTY- A’ S STATEMENT

Sender represents and warrants that it has full corporate responsibility permission to
enter into this Agreement. It hereby declares under penalty of perjury that the funds
are good, clean, clear, and free of non- criminal origin, and are free and clear of all liens,
encumbrances and third party interest.

By signing this Agreement, Sender represents and warrants that it is giving to Receiver
and its designated parties, full legal authority to download said cash funds via ID/IP
Code Server and distribute and transfer cash funds via SWIFT Message MT103, as per
agreed terms and conditions in this Agreement.

Sender Initial: Receiver Initial:

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AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS VIA S2S MD TRANSFER
AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025
TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54

DESCRIPTION OF THE TRANSACTION

1 INSTRU MENT SERVER TO SERVER MANU AL DOWNLOAD IN ONE SINGLE
SHOT
2 TOTAL FACE $10,000,000,000,000,000.00 U SD (TEN QU ADRILLION U SD)
VALU E
3 FIRST TRANCHE $100,000,000,000.00 U SD (ONE HU NDRED BILLION U SD)
4 SECOND $1,000,000,000,000.00 U SD (ONE TRILLION U SD)
TRANCHE
5 FU RTHER TBC
TRANCHES
6 SENDER AS PER SEPARATE BANK ENDORSED PGL
7 RECEIVER AS PER SEPARATE BANK ENDORSED PGL
8 DELIVERY SERVER- TO- SERVER MANU AL DOWNLOAD U SING CODES
PROVIDED
NO BO2BO or BANK2BANK COMMU NICATION ALLOWED
9 PAYMENT VIA SWIFT MT103 WIRE TRANSFER

1 NOTE IT'S U NDERSTOOD THAT THE AMOU NT AND TIMING OF

0 TRANCHES ARE DEFINED BY RECEIVER’ S BANK OFFICERS,
AND SET BY THE EU RO- ZONE BANKING RU LES AND
REGU LATIONS.

A TRANCHE SCHEDU LE MU ST BE ISSU ED BY THE

RECEIVER’ S BANKER AND IT MU ST BE ATTACHED IN THIS
DOA ON THE BANK’ S LETTERHEAD OR ENDORSED BY TWO
BANKERS

PROCEDU RES

1. The Sender and the Receiver execute, sign and seal this agreement with distribution
of received cash funds between the participants for project investments and send back
the PGL on the Receiver’s Letterhead, signed and Stamped, which thereby
automatically becomes a full commercial recourse contract.
2. The Receiver must also send back a Corporate RWA.

3. The Receiver must also include the Approval Letter with Number from ECB (European
Central Bank) and their CB (Central Bank) to receive and settle the amount.

4. Within 24 hours the Sender will provide to the Receiver a current dated Screenshot of
the uploaded fund in Sender name in Sender Bank Server for Receiver Bank Officer to
verify if indeed the uploaded said fund is available in Sender Bank Server.

Sender Initial: Receiver Initial:

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AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS VIA S2S MD TRANSFER
AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025
TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54

5. Within 24 hours of successful verification of said fund in Sender Bank Server by

Receiver Bank Officer, the Receiver Bank Officer will use the ACCESS and RELEASE
CODES provided in the fund uploaded Screenshot to DOWNLOAD the full amount of
the said fund to Receiver Bank Server / Common account. U pon successful download
Receiver must provide a download confirmation to Sender via a Server Download Slip
or Screenshot .

6. Within 24 hours upon receipt of the Download confirmation from Receiver, Sender will
issue the Payment Guarantee Letter (PGL) for return on investments to Receiver to get
the PGL endorsed by Receiver Bank to guarantee payments on return on investments
to Sender and all concerned beneficiaries.

7. Within 24 hours of receipt of the Bank endorsed PGL from Receiver, Sender will
provide the full fund uploaded Screenshot with the Final code for Receiver Bank Officer
to Release and Clear the full amount of the said fund into Receiver Bank account for
payout / disbursement.

8. The Receiver’s Bank Officer has the responsibility to block the funds and to share them
in accordance to this Payment Guarantee Letter (PGL).

9. There is no telegraphic transfer or swift involved. This service is for bank customers
who require confidentiality. No telephone or zoom calls, no fax or email or any
communication between both Banks.

10. U pon receipt of the Server Download Slip or Screenshot of the Downloaded fund and
the full clearance of funds, within Three (3) Banking days Receiver will transfer AS PER
ACCEPTED SEPARATE BANK ENDORSED PGL of the amount received to the accounts
designated by the Sender and other payments for facilitators’ specified in this
agreement.

11. U pon full clearance of said transferred funds, Receiver's authorized and instructed
trustee distributes and transfers cash funds for investments via Swift message
MT103/202 with “ urgent, the same day wire” mode to designated bank accounts, as
per agreed terms and conditions in this agreement and IMFPA below.

12. Receiver confirms under penalty of perjury, with full corporate and individual
responsibility, hereby irrevocably, that the cash funds payment from Receiver to
Sender’s beneficiary are clean, clear funds, free of any levy, liens or encumbrances and
of non- criminal origin.

13. The following procedure must be strictly adhered to, as well as agreed, by the Sender
and/or the Receiver to work out the transaction. This is the procedure that must be
followed: this is a Server to Server Transaction only. There will be no contact with or
between the banks or the bank officers of both parties. No faxes, no letters, no e- mails,

Sender Initial: Receiver Initial:

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AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS VIA S2S MD TRANSFER
AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025
TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54

no telephone calls and no swifts in this transaction.

ALL COMMU NICATIONS WILL TAKE PLACE ON THE SERVER SCREENS ONLY. NO
EXCEPTIONS. E- MAIL ATTACHMENTS OF THIS DOCU MENT, WHEN DU LY EXECU TED ARE
TO BE CONSIDERED ORIGINALS AND BINDING DOCU MENTS.

COMMU NICATION PROCEDU RE

1. After the receiver gives the window time, then Twelve (12) hours prior to window time
the Sender would provide required codes to Verify & Download Fund into Receiver
common account.

2. The sender’s bank shall proceed to send funds to the receiver’s bank. After download,
receiver must provide immediately and without delay the copy of the screen shot or
slipping check of the executed transfer .

3. Within 48 hours after download, receiver must provide the copy of the bank statement of
the executed transfer .

4. Receiver has to send for each swift MT103/202, the copy to the Emails provided in the
PGL.

NON- SOLICITATION

Receiver hereby confirms and declares that Sender, its associates or representatives or
any person or persons 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 transaction or for future transactions.

Any delay in or failure of performance by either party of their respective obligations

under this agreement shall constitute a breach hereunder and will give rise to claims for
damages if, and to the extent that such delays or failures in performance are not caused
by events or circumstance beyond the control of such party.

The term “ Beyond the Control of Such Party” includes Act of War, Rebellion, Fire, Flood,
Earthquake or other natural disasters. Any other cause not within the control of such party
or which is by exercise of reasonable diligence, the party will be unable to foresee or
prevent or remedy.

REPRESENTATIONS AND WARRANTIES

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 hereunder and to conduct the business of the

Sender Initial: Receiver Initial:

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AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS VIA S2S MD TRANSFER
AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025
TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54

Program and the Subsidiaries.

Enforceability This Agreement constitutes the legal, valid and binding obligation of such
party enforceable in accordance with its terms.

Consents and Authority No consents or approvals are required from any governmental
authority or other Person for it to enter into this Agreement. All action on the part of such
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.

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.

Receiver It has been afforded the opportunity to seek and rely upon the advice of its own
attorney, accountant or other professional advisor in connection with the execution of this
Agreement. The Parties shall do so in respect of each other and under this Agreement
written conditions.

MISCELLANEOU S NOTICE(S)

Any modifications, amendments, addendums or follow- on contracts will be executed

by the two authorized signatories 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 the Parties hereto shall be
considered as an original, both legally binding and enforceable for the term of this
Agreement.

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.

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

Sender Initial: Receiver Initial:

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AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS VIA S2S MD TRANSFER
AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025
TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54

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.

Amendments

This Agreement may not be amended, altered or modified except (i) upon the
unanimous by instrument in writing and signed by each of Sender and Receiver.

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.

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 each of the Parties and delivered to each
of the Parties.

Applicable Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the
Kingdom of England.

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.

Arbitration

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 the

Sender Initial: Receiver Initial:

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AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS VIA S2S MD TRANSFER
AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025
TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54

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.

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.

No other 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.

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.

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.

Currency

Any exchange of funds between Sender and Receiver shall be made in the same
currency in which Sender transferred the investment fund. In addition, all calculations
pursuant to this Agreement and any joint venture agreement shall be based on ICC
regulations.

SIGNATU RE PAGE

IN WITNESS OF THE FOREGOING, Both parties have duly executed this Agreement
through their duly authorized signatories under seal as of the February 26, 2025 This
Agreement shall be effective commencing upon execution of same herein and shall be
enforced immediately with effect from the date.

WITHNESSED BY:

On behalf of Party A (Sender): ECLIPS CORPORATION (U K) LTD

Sender Initial: Receiver Initial:

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AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS VIA S2S MD TRANSFER
AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025
TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54

………………………………
Name: Mr. David Paul Bamber
TitleCEO
Passport No.: 551927570
Country Issued: U nited Kingdom
Issued Date: 19 APR 2018
Expiry Date: 19 SEPT 2028
Date Signed: 26 February, 2025

On behalf of Party B (Receiver):

_________________________________________________
COMPANYSABBRA DI COSTA S.A. DE C.V
REPRESENTED BYMR. CESAR OSWALDO NERIO ALANIS
TITLEMANAGING DIRECTOR
PASSPORT NoG24210141
COU NTRY ISSU EDMEXICO
ISSU E DATE01.03.2017
EXPIRY DATE01.03.2027
DATE SIGNEDFEBRU ARY 14, 2025

APPENDIXES:

1. APPENDIX- 1:

2. APPENDIX- 2:

3. APPENDIX- 3:

4. APPENDIX- 4:

5. APPENDIX- 5:

Sender Initial: Receiver Initial:

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AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS VIA S2S MD TRANSFER
AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025
TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54

6. APPENDIX- 6:
7. APPENDIX- 11:
8. APPENDIX- 12:

9. APPENDIX- 6:
10. APPENDIX- 7:
11. APPENDIX- 8:
12. APPENDIX- 9:

All Exhibits, Appendices and Amendments, which are listed above, as well as those to be
made in the process of performance of the present Agreement, are to be considered as
integral parts of the present Contract if participants duly sign them.

<<<<<<< The Remainder of Page Is Left Blank Intentionally >>>>>>>>

APPENDIX- 1:

APPENDIX- 2:

APPENDIX- 3:

Sender Initial: Receiver Initial:

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AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS VIA S2S MD TRANSFER
AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025
TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54

APPENDIX- 4:
Sender Initial: Receiver Initial:

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AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS VIA S2S MD TRANSFER
AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025
TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54

APPENDIX- 5:

Sender Initial: Receiver Initial:

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AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS VIA S2S MD TRANSFER
AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025
TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54

APPENDIX- 6:
We, U NICREDIT BANK CZECH REPU BLIC AND SLOVAKIA A.S., Located at: PRAHA 4 - MICHLE, ZELETAVSKA 1525/1 PSC 140 92, PRAGU E, SECTION B, FILE NO. 3608,
hereby confirm with full banking responsibility and liability that MR. CESAR OSWALDO NERIO ALANIS, is the signatory of the account at: U NICREDIT BANK CZECH
REPU BLIC AND SLOVAKIA A.S, Address: PRAHA 4 - MICHLE, ZELETAVSKA 1525/1 PSC 140 92, PRAGU E, SECTION B, FILE NO. 3608, with IBAN Number: CZ61 2700 0000
0013 8793 5322 (EU RO) and Account Name: GLPB / CESAR OSWALDO NERIO ALANIS and is a corporate client of this bank with good standing relationship.

Furthermore, we confirm that Agreement with AGREEMENT NO: EC/SDC/S2S-

MD- 10Q- 26022025, is lodged with our Bank.

Furthermore, we confirm that we are Ready, Willing and Able to receive fund in our
common account via SERVER- TO- SERVER (S2S) from your partners for the Total
amount of $10,000,000,000,000,000.00 U SD (TEN QU ADRILLION U NITED STATES
DOLLAR), in favour of GLPB / CESAR OSWALDO NERIO ALANIS with, IBAN Number:
CZ61 2700 0000 0013 8793 5322, and is authorized to receive these funds via S2S
DIRECT CASH TRANSFER, aiming at investment in approved projects.

Furthermore, we, U NICREDIT BANK CZECH REPU BLIC AND SLOVAKIA A.S., are
accepting incoming transfer of funds that are clean, unencumbered and of non-
criminal origin only.

Furthermore, in their actions, we will adhere to all recommendations given to us on

behalf of your company and we guarantee not to block your account and received
funds from your investor.

Please request an Authorization Letter to receive these funds and Proof of Funds from
your Partner.

We will be able to pay according to the Payment Guarantee Letter which will be
endorsed by our bank.

__________________________________
Banker’s Name:

Banker’s Pin:

Banker’s Tel:

Banker’s Email: beth- michael@ unicreditbank.cz

Transaction Code: MP615ZYZBEU 3U XPYFY54

Agreement No:EC/SDC/S2S- MD- 10Q/26022025/
Sender Initial: Receiver Initial:

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AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS VIA S2S MD TRANSFER
AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025
TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54

__________________________________
Banker’s Name- 2:
Banker’s PIN:
Banker’s Tel:
Banker’s Email:

APPENDIX- 7:
(MU ST BE PROVIDED BY RECEIVER BANK AS IT WILL BE RESPOSIBLE FOR FU ND
DISBU RSEMENT).

Tranche Date: Disbursement Balance:

No: Amount
1.
2.
3.
4.
5.

APPENDIX- 8:
Sender Initial: Receiver Initial:

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AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025
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APPENDIX- 9:

APPENDIX- 10:

APPENDIX- 11:

APPENDIX- 12:

Party- A / SENDER and Party- B / RECEIVER agree that both Parties' Agents are entitled to
commission each on the tranche face value Cash Server down load transfer less bank fees.
Party B and its agents retain the payment AS PER ACCEPTED SEPARATE BANK ENDORSED
PGL of the Total face value of the S2S cash funds – and Party B pays to Party A and its agents
AS PER ACCEPTED SEPARATE BANK ENDORSED PGL of the face value of the DTC cash funds
and distribute and transfer via MT103/202 within Three (3) Banking days to the issuer Group
and all Parties within the Contract shall be paid as per this IMFPA.

The Parties agree that the commission fees stated are compensation for services rendered
and are irrevocably and unconditionally guaranteed to be paid by Party B to both Party’s
Agents and intermediaries listed in this IMFPA by electronic transfer MT103/202.

The commission fees will be free of legal impediment and free of any deductions, excluding
bank transfer fees, for this and all subsequent transactions between the Parties.

In consideration of the mutual benefits to be derived by the associated or affiliated

individuals, agents, companies, trustees or executors, it is understood and agreed that the
Parties hereto are mutually desirous of effecting this business transaction in co- operation with
one another for their mutual benefit and all signatory Parties agree to abide by the following
terms and conditions:

1. Each Party agrees that they will not make any contact with, deal with or be involved with
individuals, trader and investor introduced by another signatory without specific
permission of the introduced signatory for the investor.

2. The signatory agrees to keep as confidential, the identity of and all contacts so provided
by any other signatories.

3. The Parties hereto agree that all commissions or fees as agreed by the Parties shall be
paid in full at the end of every transaction.

4. This Agreement shall be legally binding on the Parties hereto, their principals, employees,
Sender Initial: Receiver Initial:

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TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54

representatives, agents and assign in all countries of the world.

The Parties hereto affirm that in every case they will act with the highest standards of ethics
and honesty in all their dealings. This Agreement shall be respected and honored at all times,
unless otherwise mutually agreed upon and any Party will permit no attempt or hint of
circumvention.

Each of the above Parties agrees and understands that any overt or covert action of
circumvention prescribed by this Agreement shall be a fraudulent act against the other Party
and will be subject to judicial action, recompense for damages, possible punitive damages
and injunctive relief imposed by the legal process.
TOTAL INVESTMENT FU NDS, Irrevocable Pay order for Consultants Fees from each and every
tranche of this transaction, including any rolls or extensions, to be shared between consultants
equally as follows:

EDT ELECTRONIC DOCU MENT TRANSMISSIONS

EDT’s shall be deemed valid and enforceable in respect of any provisions of this Contract. As
applicable, this agreement shall: Incorporate U .S. Public Law 106- 229, ‘ ‘ Electronic Signatures
in Global and National Commerce Act’ ’ or such other applicable law conforming to the
U NCITRAL Model Law on Electronic Signatures (2001) and ELECTRONIC COMMERCE
AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the U nited Nations Centre for
Trade Facilitation and Electronic Business (U N/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.

ELECTRONIC TRANSMISSIONS: Each party is to sign and initial this Agreement and send
copies to the other party via Electronic Mail and shall be considered the same as an original.
When each party has completed copies of this Electronic Mail from the other party, the
Agreement is considered to be finalized by all parties. The parties consent and agree to be
bound contractually by electronic communications relative to the matters addressed in this
Agreement. By executing this Agreement both parties acknowledge that they have the
hardware and software required to receive and transmit communications (emails and email
attachments) electronically to each other, in generally- acceptable business formats (such as,
but not limited to, Microsoft Excel PowerPoint). Both parties specifically agree to do business
with each other electronically.

The Parties hereto covenant and agree that each of them will execute such other and further
instruments and/or documents as may become reasonably necessary so as to effectuate the

Sender Initial: Receiver Initial:

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AGREEMENT ON DELIVERY OF CASH FU NDS FOR INVESTMENTS VIA S2S MD TRANSFER
AGREEMENT No: EC/SDC/S2S- MD- 10Q- 26022025
TRANSACTION CODE: MP615ZYZBEU 3U XPYFY54

purpose of this Agreement. In witness whereof, the Parties have executed this Agreement the
date first above

============END OF DOCU MENT=============

Sender Initial: Receiver Initial:

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