New DOA 400M (OPEN)

SWIFT MT103 CASH WIRE TRANSFER PARTNERSHIP DEED
OF AGREEMENT FOR INVESTMENT
Agreement No.: ECC.___-HSBC.UBS-CWT-XT-230529 DATE:

2023-05-29 Transaction Code: ******************
ANNEX: ***********************
This partnership agreement on investment and financial co-operation no.: hereinafter referred to as the “agreement”
with total amount of investment €1,000,000,000.00 (ONE BILLION EURO) concluded this __________________
2023 by and between the following parties:
(CREDITOR's Name &

Address) ECLIPS CORPORATION (UK) LTD
COMPANY NAME: 92 Kingston Road, Portsmouth, Hants, PO2
COMPANY 7PA 3167131
ADDRESS: Mr. David Paul Bamber -
REGISTRATION CEO 551927570
No.: REPRESENTED 19.04.2018
BY: PASSPORT NO.: 19.09.2028
ISSUE DATE: Great
MATURETY DATE: Britian
NATIONALITY: HSBC BANK PLC-LONDON
BANK NAME: International Branch 60 Fenchurch Street London EC3M 4BA United
BANK ADDRESS: Kingdom HBUKGB4B
BIC/SWIFT 401276
CODE: SORT GB43HBUK40127669998520
CODE: IBAN: 69998520
ACCOUNT ECLIPS CORPORATION (UK) LTD Mr. John Flint
NUMBER: John.flint@hsbc.com +44 2079918888
ACCOUNT NAME:
Bank Officer’s Name:
Bank Officer’s Email:
Bank Officer’s Phone:
(Herein after referred to as the “CREDITOR”)
AND
(Herein after referred to as the “Developer”)
COMPANY NAME: INMOBILIARIA E INVERSIONES 2G LTDA

COMPANY ADDRESS: DE LO MATERIAL 74,COND. SANTA SOFIA MACHALI‐ RANCAGUA,CHILE
REG. NUMBER: 73.352.434-5
REPRESENTED BY: PEDRO AGUSTIN PEREZ RAMIREZ

PASSPORT NUMBER: C3JO1ZH81
PLACE OF ISSUE: GERMANY
DATE OF ISSUE: 04.03.2016
DATE OF EXPIRY: 03.03.2026
BANK NAME: CANADIAN IMPERIAL BANK OF COMERCE (CIBC)
BANK ADDRESS: 3131 BLVD, COTE VERTU OUEST, SAINT-LAURENT,QUEBEC, H4R1Y8
BANK SWIFT: CIBCCATT
Party A: Creditor:_________
Party B: Developer: _________________
ACCOUNT NUMBER IBAN CC01011310494615
ACCOUNT NAME: CANADIAN INC
BANK OFFICER NAME BELLSY CUEVAS

BANK OFFICER TEL/FAX/EMAIL bellsy.cuevas@cibc.com

ANNEX: ***********************
❖PREAMBLE:
• WHEREAS, in consideration of the promises, mutual covenants, warranties, terms and conditions herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Parties agree and state that they wish to enter into this Agreement for the
joint development of the commercially sound solar, wind and renewable energy, as well as other
infrastructure and humanitarian, ecological and investment projects and programs; under the following
terms and conditions:
• The Parties hereto desire to enter into this Agreement for investing in legal commercial activities annual
benefit only. • The Parties hereto warrant that the currencies to be transacted herein are good, clean and
cleared funds of non-criminal origin, without any traces of illegality or unlawfulness whatsoever, subject to the
corresponding assurances
of the involved banks.
• The Parties confirm that their respective bank officers have been informed and are ready, as much as
necessary, to manage the referenced transaction, as well as are ready to adhere to and proceed within the
terms and conditions of this Agreement. In addition, the Parties shall have this executed Agreement
deposited with their respective transaction banks handling the said investment and financial transaction.
• This Financial Investment Transaction is an Electronic Fund Transfer (EFT) via SWIFT MT103 CASH
WIRE TRANSFER only using this Agreement Procedure as guidelines for the investment settlement.
❖SUBJECT AND PURPOSE OF AGREEMENT:
• Under the present Agreement Parties have agreed that CREDITOR agrees to invest via SWIFT MT103
CASH WIRE TRANSFER only to the above-named DEVELOPER a sum in the aggregate amount of
€1,000,000,000.00 (ONE BILLION EURO) with possible rolls and extensions, to be agreed additionally, for
the purpose specified in the Clause II of this Agreement and DEVELOPER irrevocably agrees to receive and
accept Investment and utilize it according to the purposes specified in Clause II of this Agreement.
• Developer: AGREEMENT NO.: ECC.___-HSBC.UBS-CWT-XT-****** / TRANSACTION CODE: MDMJ-
ECC.___-HSBC.UBS-CWT-XT-****** AND ANNEX: MDMJ-ECC.___-HSBC.UBS-CWT-XT******. Date:
2023-****.
• Places of Business - as the DEVELOPER may locate its place or places of business at any place or places as he
may from time to time determine and identify to the CREDITOR. The initial place of business shall be at
its principal office location.
• DEVELOPER shall have full power and authority to supervise and direct the Investment Funds, including
the power and authority to effect transactions in any project, the environment, construction,
research, technology, infrastructure and others without consultation with CREDITOR, for the amount of
100% (One Hundred percent) of the total investment.
❖CAPITAL CONTRIBUTION:
• The CREDITOR grants investment under the present Agreement to the DEVELOPER for the financing of
projects as follows but not limited to:
• Investment in the project for the development and installation for green energy and waste management.
• Investment in projects for the development of alternative energy. Development of several companies to work
with, in the field of imports and exports in Western and Eastern US etc. Consulting services for the
support and implementation of credit lines.
• And at any other place DEVELOPER finds as suitable.
• CREDITOR hereby warrants and assures to DEVELOPER under penalty of perjury that the Investment
funds are derived from legal sources and not from any other criminal activity. Further, the CREDITOR
warrants and confirms that the funds are good, clean, and cleared, of non-criminal origin and totally free of
any terrorist activities, free from any costs, charges, encumbrances, liens, litigation, mortgages, taxes of any
kind or nature whatsoever.

ANNEX: ***********************
• CREDITOR hereby irrevocably agrees to transfer the aggregate sum of €1,000,000,000.00 (ONE BILLION
EURO) with rolls and extensions, with the first tranche of €TBD,000,000,000.00 (TBD ________ EURO) of
the Investment. Funds to be transferred to the DEVELOPER bank accounts details designated herein.
• These amounts can be transferred in one or in agreed tranches. The time of transfer of each tranche has to be
agreed separately.
• Each tranche of Investment under this Agreement will be transferred to the stated bank accounts of the
DEVELOPER via SEPA INSTANT CREDIT TRANSFER only from CREDITOR.
❖DESCRIPTION OF TRANSACTION:
TYPE OF PAYMENT: SWIFT MT103 CASH WIRE TRANSFER
CURRENCY: EURO (€)
TOTAL FACE VALUE: €400.000.000 (FOUR HUNDRE MILLION EURO)
FIRST TRANCHE: €TBD,000,000,000.00 (TBD ________ EURO)
SECOND TRANCHE: €TBD,000,000,000.00 (TBD ________ EURO)
THIRTH TRANCHE: €TBD,000,000,000.00 (TBD ________ EURO)
ROLL & EXTENSION: To be agreed between parties in a separate Drawdown Notice
WITHDRAWAL: SWIFT MT103 CASH WIRE TRANSFER
PAYMENTS: Cash Wire transfer SWIFT MT103 / GPI / SEPA
SETTLEMENT TIME PER PAYMENT WITHIN 24 TO 96 HOURS AFTER THE DOWNLOAD

TRANCHE:
❖PROCEDURES:
1. THE CREDITOR AND THE DEVELOPER EXECUTE, SIGN AND SEAL THIS INVESTMENT
AGREEMENT INCLUDING FULL BANKING DETAILS WITH DISTRIBUTION OF RECEIVED
CASH FUNDS BETWEEN THE PARTICIPANTS OF PROJECT INVESTMENTS.
2. THE DEVELOPER IS OBLIGATED TO PROVIDE TO THE CREDITOR THE ALL-NECESSARY
DETAILS FOR INVESTMENT (ACCOUNT, BENEFICIARY CODES, BANK COORDINATES ETC).
3. THE CREDITOR SHALL TRANSFER €1,000,000,000.00 (ONE BILLION EURO) ON TIMELY BASIS
WITH R&E TO THE DEVELOPER’S ACCOUNT.
4. AFTER EACH SUCCESSFUL TRANCHE TO THE DEVELOPER’S ACCOUNT, CREDITOR SHALL
SEND THE BANK TRANSFER SLIP COPIES TO THE DEVELOPER BY EMAIL AND THE
DEVELOPER WILL CHECK TO CONFIRM WHETHER THE SAID FUNDS IS RECEIVED.
5. UPON CONFIRMATION BY THE DEVELOPER THAT THE SAID FUND IS RECEIVED THEN
AFTER 96 HOURS THE DEVELOPER WILL MAKE VARIOUS PAYMENTS IN ACCORDANCE
TO ANNEX: MDMJ-ECC.___-HSBC.UBS-CWT-XT-****** (IMFPA) OF THIS INVESTMENT
AGREEMENT.
6. SUCH TRANSFERS OF CASH FUNDS SHALL BE EXECUTED VIA SEPA OR SWIFT MT103 CASH
TRANSFERS WITH “URGENT, SAME DAY WIRE” MODE TO THE DESIGNATED BANK
ACCOUNTS, AS PER AGREED TERMS AND CONDITIONS IN THIS AGREEMENT AND IMFPA
BELOW.
7. CREDITOR CONFIRMS UNDER PENALTY OF PERJURY, WITH FULL CORPORATE AND
INDIVIDUAL RESPONSIBILITY, HEREBY IRREVOCABLY, THAT THE CASH FUNDS SENT FROM
CREDITOR TO DEVELOPER ARE CLEAN, CLEAR FUNDS, FREE OF ANY LEVY, LIENS OR
ENCUMBRANCES AND OF NONCRIMINAL ORIGIN.

ANNEX: ***********************
8. DEVELOPER CONFIRMS UNDER PENALTY OF PERJURY, WITH FULL CORPORATE AND

INDIVIDUAL RESPONSIBILITY, HEREBY IRREVOCABLY, THAT THE CASH FUNDS PAYMENT
FROM DEVELOPER TO THE CREDITOR’S BENEFICIARY ARE CLEAN, CLEAR FUNDS, FREE OF
ANY LEVY, LIENS OR ENCUMBRANCES AND OF NON-CRIMINAL ORIGIN.
NOTE: ONLY A BANK TRANSFER SLIP COPY EVIDENCING THE SUCCESSFUL TRANSFER IS THE
PRIMARY AND SOLE DOCUMENTS CONFIRMING THE FUNDS TRANSFER SHALL BE EMAILED
TO RECEIVER .
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.
❖INVESTMENT PERIOD:
• Period of the Investment is 5 Weeks or to be agreed between the parties.
• The first investment tranche will be in the amount of €TBD,000,000,000.00 (TBD ________ EURO) of
the total investment amount of €1,000,000,000.00 (ONE BILLION EURO) which will be transferred by the
CREDITOR into the account of the developer upon signature of this agreement. The right to developer the
fund allocated for the investment by the developer is conferred on him by the mandate document which is
signed on the side of the CREDITOR.
❖RIGHTS AND OBLIGATIONS OF THE PARTIES:
• CREDITOR irrevocably undertakes to:
• Grant to the DEVELOPER Investment in amount and on the conditions specified above and if it’s
necessary in the Addendums of this Agreement.
• Make transfer of Investment from clean and clear funds of non-criminal origin, free of liens and
encumbrances. • Control the usage of Investment funds.
• CREDITOR must approve all Investment Project(s) and additional contracts. The decision on whether to
invest or not, can only be confirmed by the DEVELOPER. No Party hereto shall have the right, directly or
indirectly, by operation of law or otherwise, to assign, sell, mortgage, encumber or otherwise transfer all or
any portion of the Investment funds. Only the DEVELOPER is authorized by CREDITOR to manage
the Investment Funds and to execute any contract(s) or other agreement(s) or document(s) for Investment
Service with prior written notice to the CREDITOR.
❖DEVELOPER IRREVOCABLY UNDERTAKES TO:
• Lodge present contract in DEVELOPER’S receiving bank and arrange reception of
Investment. • Receive and accept Investment sent by the CREDITOR.
• Utilize Investment according to the conditions of granting of the Investment. In any and every case, do not
use directly or indirectly Investment, profit received from investment or reinvestment for all and any illegal
activity, including but not limited to weapons and warfare trade, illegal drug trade, criminal and/or terrorist
activity, slavery, piracy, etc.
• Subject to the other terms of this Agreement, the business and affairs of the Project shall be managed solely
and exclusively by the DEVELOPER which represents and warrants that it is not deemed a "professional
financial advisor" as defined under the Investment Advisors Act of 1940 of the United States of America, as
amended, or as defined by the laws, rules, and regulations of any other country or jurisdiction.

ANNEX: ***********************
• At CREDITOR’S request, DEVELOPER will provide, or instruct its affiliates to provide reports as to the
status of the Investment Funds and SERVICE. CREDITOR hereby acknowledges and agrees that
DEVELOPER will not be responsible for the accuracy of any information disclosed in any such report that
may be provided by a third party.
❖RESPONSIBILITY OF PARTIES:
• Party, having breached its obligation under this Agreement, is obliged to immediately inform other Party and
make all effort to remedy the breach and to eliminate all future breaches.
• Parties carry sole responsibility for their obligations to third persons, if other is not stipulated hereto and
in the Addendums to this Agreement.
❖EXPENSES AND LOSSES OF PARTIES; INDEMNITY; TAXES:
• For the losses, caused by non-fulfillment or/and untimely fulfillment of obligations by any Party, suffered
Party have right to claim compensation for the really originated and documentary confirmed losses.
• DEVELOPER does not guarantee the future performance of any Investment Project(s), which it may
present to CREDITOR from time to time and CREDITOR approves.
CREDITOR understands that any decisions made by DEVELOPER are subject to various markets, currency,
economic, political and business risks, and that those investment decisions will not always be profitable.
DEVELOPER will not be liable to CREDITOR for:
• Any loss that CREDITOR may suffer by reason of any investment decision made or other action taken or
omitted in good faith by DEVELOPER with that degree of care, skill, prudence, and diligence under the
circumstances that a prudent person acting in a fiduciary capacity would use;
• Any loss arising from force majeure such as the short term and/or long-term consequences of war, terrorist
attacks, natural disasters and/or global economic crisis that shall, in any way influence negatively the market
and its assets.
• The Parties shall indemnify each other during the term of this Agreement against all claims, causes of action,
suits, damages, liabilities and expenses (including reasonable attorneys’ fees) which may be directed against
any Party, or for which it may be liable or compelled to pay in any action or claim against it as a director in
direct result of any of its investments. Each Party agrees to defend such claim, suit, action or proceeding at its
sole expense;
• (b)The Parties shall be responsible for the payment of their respective taxes, impost, levies, duties, charges
and any institutional costs or fees levied upon them by any financial institution or government relative to the
execution of their obligations under this Agreement. In this regard, each Party shall indemnify and hold the
other harmless for any and all liabilities of the other Party.
• Both Parties hereto individually and separately accept liability of taxes, imposts, levies, duties or charges
that may be applicable in the execution of their respective roles in this transaction.
❖PENALTY CLAUSE FOR NON-PERFORMANCE:
The only party allowed to make a claim under this Agreement, if any, is either Party-A or Party-B. And any claim
must be first proven by the Injured Party and invoice settled by the Party-in-Default within10 (ten) calendar
days, or else the Injured Party can file a legal claim against the Party-in- Default in any court of jurisdiction
within the US European Union.
❖LAW AND ARBITRATION:
• This Agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction
of the countries where this transaction is effectuated, and any dispute is to be resolved under the ICC rules for
arbitration, unless the Injured Party takes legal action in a court of jurisdiction under US European Union
law which shall govern the interpretation, construction, enforceability, performance, execution, validity
and any other such matter regarding this Agreement.
• The Parties hereto acknowledge and agree that any discrepancy and/or dispute in the application of this
Agreement will be solved amicably. If it is not possible, the arbitration procedures are to be followed.

ANNEX: ***********************
• 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 remainder part of this Agreement shall not be affected (if
agreed by both Parties) and shall be enforced to the greatest extend permitted by law.
❖NON-DISCLOSUREAND NON-CIRCUMVENTION:
Both Parties are to be bound and to abide by the Non-Circumvention Non-Disclosure (NC/ND) rules of all issues of
the ICC, PARIS/GREAT BRITIAN, with latest edition to apply in this transaction for a period of five (5)
Years, no matter whether direct or indirect.
❖FORCE-MAJEURE:
The "Force Majeure" exception clause of the International Chamber of Commerce (ICC Publication No. 421)
is hereby incorporated in and made an integral part of this Agreement. Party cannot be held in default if a
reason is caused by Force Majeure, as the case may be and when executed by both Parties.
❖WARRANTIES AND CONFIRMATIONS:
The Parties by signing this Agreement warrant and confirm, with full legal and corporate responsibility, that
all funds transacted in this Agreement shall not be used for:
• Achievement of politics and espionage
purposes; • Financial speculations and money
laundering;
• Direct or indirect transactions that may damage the economy of the U.K, Germany, Hong Kong, U.A.E,
U.S.A, Liechtenstein, Switzerland or any other member country of the US, European Union and/or other
State/Nation;
• Purchase of weapons, financing of any wars or terrorist activity;
nor • Any other illegal and criminal transactions.
❖CONFORMITY WITH INTERNATIONAL REGULATIONS:
The Parties declare to one another that the funds used in this transaction do not contravene any of the following
laws or any other illegal or criminal activity:
• Intergovernmental the Drug Trafficking Act of
1986; • Intergovernmental the Criminal Act of 1988;
• Intergovernmental the Prevention of Terrorism (Temporary Provisions) Act of
1989; • Intergovernmental the Criminal Justice (International Cooperation) Act of
1990;
• Intergovernmental the Criminal Justice Act of 1993;
• Intergovernmental the Anti-Terrorism Act, and the Patriot Act I and II.
❖FURTHER REPRESENTATIONS:
• It is understood that Party-A, as the CREDITOR, is the legal owner of and in full control over the US
DOLLARS investment funds described herein and Party-B, as the DEVELOPER, has various
commercial and humanitarian projects, environmental projects, construction, research, technology,
infrastructure and others, and ready to proceed under the terms & conditions of this Agreement.
• Both Parties acknowledge and understand that each signatory Party must have either notarized Power of
Attorney or Board Resolution of Appointment issued by the organization on behalf of which they are acting,
in good and due form, and that any misrepresentation made by themselves is subject to a PENALTY OF
PERJURY pursuant to the FEDERAL ORGANIZED CRIME CONTROL ACT OF 1970 and subject to
damages under the RACKETEER INFLUENCED CORRUPT ORGANIZATION section1964 RICO ACT.
SWIFT MT103 CASH WIRE TRANSFER PARTNERSHIP
DEED OF AGREEMENT FOR INVESTMENT

ANNEX: ***********************
❖TERMS OF AGREEMENT:
This contractual agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction
of the US European Union that shall govern the interpretation, enforceability, performance, execution,
validity and any other such matter of this Agreement, which shall remain in full force and effect until
completion of the said transaction, and it is legally binding upon the Parties signatories, their heirs,
successors and assigns, agents, principals, attorneys and all associated partners involved in this
Agreement/contract/ transaction.
❖CODES OF IDENTIFICATION:
The Parties to this Agreement agree that all documents related to this transaction shall indicate the same transaction
and/or security codes, as indicated herein. These codes shall not be changed during the term of this
transaction, including during any and all rollovers, renewals, extensions and additions.
❖UNAUTHORIZED BANK COMMUNICATION:
Neither Party is allowed to contact the bank of the other Party without the written authorization for that of the Party
whose bank is to be contacted. Any unauthorized contact of either Party of this Agreement is considered a
breach of this transaction and shall cause this Agreement immediate cancellation, and transaction becomes
null and void.
❖CONFIDENTIALITY:
• General: It is expected that the Parties shall disclose to each other during the Term of this certain information
which is confidential or proprietary and which may include technology, products, trade secrets,
processes, programs, technical know-how, customers, distributors, costs, pricing, business operations and
other business information ("Proprietary Information"). All Proprietary Information owned solely by
either Party, any Joint Venture or any Subsidiary and disclosed to any Party shall remain solely the
property of the disclosing Party, and its confidentiality shall be maintained and protected by the party to
whom the information was disclosed with the same degree of care used to protect its own Proprietary
Information of a similar nature; provided, however, that (i) Investment Project(s) shall be deemed the
property of the Joint Ventures or Subsidiaries as determined by the DEVELOPER in its sole discretion
unless this Agreement has been terminated, (ii) Investment Project(s) that are no longer Active shall be
deemed the property of the DEVELOPER, and (iii) client lists, financial and analytical models,
Processes and procedures utilized or developed by Investment Project in connection with the business of the
Investment, any Joint Venture or any Subsidiary shall be deemed the property of the DEVELOPER, but only
to the extent they are different than the client lists, models, processes and procedures currently used by the
CREDITOR and/or its affiliates.
• No Proprietary Information owned solely by one party shall be used by any Party except in furtherance of the
terms and provisions of this Agreement. Except to the extent permitted under this Agreement or as
required by law or court order, the parties shall in all circumstances exercise reasonable care not to allow to
be published or disclosed the other Party's Information to any third party. Each party shall advise its
employees to whom the other Party's, their Subsidiaries, or Joint Ventures' Proprietary Information is
disclosed of these obligations of confidentiality.
• The parties agree that the following information shall not constitute Proprietary Information under this
Agreement: • Information available from public sources at any time before or after it is disclosed to a party
hereto by the other
party hereto;
• Information obtained from a third party who obtained such information, directly or indirectly, from a
party other than a party to this Agreement; and
• Information independently developed by the party against whom enforcement of this provision is sought
without the use of information provided by the party seeking such enforcement.
Notwithstanding any provision of this Agreement to the contrary, any person (and each employee, representative, or
other agent of such person) may disclose to any and all other persons, without limitation of any kind, (i) the
tax treatment and tax structure of any transaction contemplated or consummated pursuant to this
Agreement, (ii) all materials of any kind (including any opinions or other tax analysis) that are provided to
such person relating to the tax treatment and tax structure of any such transaction and (iii) any information
required to be disclosed or obtained by law or court order.

ANNEX: ***********************
❖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 Program and the Subsidiaries.
• Enforceability: This Agreement constitutes the legal, valid and binding obligation of the Parties,
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 actions 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.
• Legal Advice: The Parties have been afforded the opportunity to seek and rely upon the advice of their
respective attorneys, accountants or other professional advisors in connection with the execution of this
Agreement.
❖TERM OF VALIDITY OF AGREEMENT AND AGREEMENT TERMINATION:
• Present Agreement is valid and coming in full legal force from the date of signing by both Parties. The
Agreement shall remain in full force and effect for the period of One (1) year and can be extended for
another year if mutually agreed by the Parties, unless this Agreement is terminated sooner in
accordance with the provisions of this Agreement. This Agreement shall apply to any and all renewals,
extensions, rollovers, additions or any agreements between the Agreement and any third parties or their
assignee’s.
• Normal termination of this Agreement will occur with the conclusion of all financial transactions covered
under the terms and conditions herein unless otherwise extended in writing by the Parties Mutual Agreement.
• The Parties agree that if the Investment Funds transfer is not completed, as per Sections 2.3.and 3.3. herein,
then this Agreement will be effectively null and void, whereby the Parties only remedy to each other is to
terminate this Agreement without further recourse.
• The Parties agree that any Party can terminate this Agreement if it can show evidence that any other Party
has NOT fulfilled its obligations as described herein, unless extended in writing by all of the other Parties,
and if terminated, the Party in breach shall be deemed in DEFAULT and all of the other Parties, collectively
or separately, shall have the right to pursue any and all legal remedies to which they are entitled against the
Party in breach, under the laws of the Canton of Zurich, Switzerland with full prejudice and or the laws of
Germany.
❖MISCELLANEOUS:
• Notice(s): Any modifications, amendments, addendums or follow-on contracts must be executed by the
Parties 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.
• Specific Performance: Other Rights. The Parties recognize that 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 between 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.

ANNEX: ***********************
• 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 Parties.
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 circumstances shall not have the effect of
rendering any other provision or provisions herein contained invalid, inoperative or unenforceable, at which
point, 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 terms and provisions herein.
• Applicable Law/ Jurisdiction: This Agreement shall be governed by and construed in accordance with the
laws of Switzerland.
• 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 and the Parties hereby agree to arbitration in Zurich, Switzerland or
Dortmund, Germany and the decision of which the Parties shall consider to be final and binding.
• No Rights of Third Parties: (i) 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 Person whatsoever shall have any rights, interest, or
claims hereunder or been titled 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 the Parties shall be made in currencies of the US European
Union (US DOLLARSs). In addition, all calculations pursuant to this Agreement and any Joint Venture
Private Investment Agreement shall be based on ICC regulations in Paris.
• Alterations: Any written Alterations, Annexes and Appendices to this Agreement are considered valid if
they are made in written form and signed by the Parties. All Annexes and Appendices duly signed shall be an
integral part of this Agreement.
IN WITNESS WHEREOF, the undersigned Parties have read this document and have taken legal advice of
its legality, and after understanding the content of this Agreement written in English language, by knowledge
of the language or by professional translation to the party’s language, initialed all the pages of this
Agreement (including its Annexes) and fully understand and agree that its execution constitutes an
acceptance of all of its mutually protective covenants, terms, conditions, procedures and is lawfully
binding upon both Parties, their legal heirs, successors, representatives and assignees.

ANNEX: ***********************
❖THIS AGREEMENT NO.: ECC.___-HSBC.UBS-CWT-XT-****** / TRANSACTION CODE: MDMJ-ECC.___-

HSBC.UBS-CWT-XT-****** AND ANNEX: MDMJ-ECC.___-HSBC.UBS-CWT-XT-****** AND ANNEX:
MDMJ-ECC.___-HSBC.UBS-CWT-XT-******, AGREED AND ACCEPTED BY THE PARTIES.
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 ARE READY TO PROCEED WITH THIS TRANSACTION.
CREDITOR's DEVELOPER´s
Name: Mr. DAVID PAUL BAMBER Name: Pedro Agustin Perez Ramirez
Company Name: INMOBILIARIA E INVERSIONES 2G LTDA

Company Name: ECLIPS CORPORATION (UK) LTD
Corporate Title: Director Corporate Title: EXECUTIVE DIRECTOR
Passport Nº : 551927570 Passport Nº:C3JO1ZH81
Date of Issue: 14-10-2019 Date of Issue:04.03.2016
Date of Expiry: 13-10-2029 Date of Expiry:03.03.2026
Date: 2023-05-29 Date: 2023-08-15

ANNEX: ***********************
CREDITOR's PASSPORT COPY
Agreement No.: ECC.___-HSBC.UBS-CWT-XT-230116 DATE: 2023-01-

18 Transaction Code: MDMJ-ECC.___-HSBC.UBS-CWT-XT-230116
ANNEX: MDMJ-ECC.___-HSBC.UBS-CWT-XT-230116
CREDITOR's COMPANY REGISTRATION CERTIFCATE
SWIFT MT103 CASH WIRE TRANSFER
PARTNERSHIP DEED OF AGREEMENT FOR INVESTMENT

ANNEX: ***********************
DEVELOPER PRINCIPAL PASSPORT COPY

ANNEX: ***********************
DEVELOPER COMPANY REGISTRATION CERTIFCATE
THIS PAGE INTENTIONALLY LEFT BLANK
******************
END OF CONTRACT
***********************************************************

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SWIFT MT103 CASH WIRE TRANSFER PARTNERSHIP DEED

OF AGREEMENT FOR INVESTMENT

Agreement No.: ECC.___-HSBC.UBS-CWT-XT-230529 DATE:

(CREDITOR's Name &

(Herein after referred to as the “Developer”)

COMPANY NAME: INMOBILIARIA E INVERSIONES 2G LTDA

REG. NUMBER: 73.352.434-5

REPRESENTED BY: PEDRO AGUSTIN PEREZ RAMIREZ

BANK OFFICER NAME BELLSY CUEVAS

Agreement No.: ECC.___-HSBC.UBS-CWT-XT-230529 DATE:

Agreement No.: ECC.___-HSBC.UBS-CWT-XT-230529 DATE:

TYPE OF PAYMENT: SWIFT MT103 CASH WIRE TRANSFER

CURRENCY: EURO (€)

TOTAL FACE VALUE: €400.000.000 (FOUR HUNDRE MILLION EURO)

FIRST TRANCHE: €TBD,000,000,000.00 (TBD ________ EURO)

SECOND TRANCHE: €TBD,000,000,000.00 (TBD ________ EURO)

THIRTH TRANCHE: €TBD,000,000,000.00 (TBD ________ EURO)

ROLL & EXTENSION: To be agreed between parties in a separate Drawdown Notice

WITHDRAWAL: SWIFT MT103 CASH WIRE TRANSFER

PAYMENTS: Cash Wire transfer SWIFT MT103 / GPI / SEPA

SETTLEMENT TIME PER PAYMENT WITHIN 24 TO 96 HOURS AFTER THE DOWNLOAD

Agreement No.: ECC.___-HSBC.UBS-CWT-XT-230529 DATE:

8. DEVELOPER CONFIRMS UNDER PENALTY OF PERJURY, WITH FULL CORPORATE AND

Agreement No.: ECC.___-HSBC.UBS-CWT-XT-230529 DATE:

Agreement No.: ECC.___-HSBC.UBS-CWT-XT-230529 DATE:

Agreement No.: ECC.___-HSBC.UBS-CWT-XT-230529 DATE:

Agreement No.: ECC.___-HSBC.UBS-CWT-XT-230529 DATE:

Agreement No.: ECC.___-HSBC.UBS-CWT-XT-230529 DATE:

Agreement No.: ECC.___-HSBC.UBS-CWT-XT-230529 DATE:

❖THIS AGREEMENT NO.: ECC.___-HSBC.UBS-CWT-XT-****** / TRANSACTION CODE: MDMJ-ECC.___-

Company Name: INMOBILIARIA E INVERSIONES 2G LTDA

Corporate Title: Director Corporate Title: EXECUTIVE DIRECTOR

Passport Nº : 551927570 Passport Nº:C3JO1ZH81

Date of Issue: 14-10-2019 Date of Issue:04.03.2016

Date of Expiry: 13-10-2029 Date of Expiry:03.03.2026

Date: 2023-05-29 Date: 2023-08-15

Agreement No.: ECC.___-HSBC.UBS-CWT-XT-230529 DATE:

Agreement No.: ECC.___-HSBC.UBS-CWT-XT-230116 DATE: 2023-01-

CREDITOR's COMPANY REGISTRATION CERTIFCATE

Agreement No.: ECC.___-HSBC.UBS-CWT-XT-230529 DATE:

Agreement No.: ECC.___-HSBC.UBS-CWT-XT-230529 DATE:

DEVELOPER COMPANY REGISTRATION CERTIFCATE

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❖THIS AGREEMENT NO.: ECC._-HSBC.UBS-CWT-XT-****** / TRANSACTION CODE: MDMJ-ECC._-