CORPORATE AGREEMENT FOR SWIFT GPI MT103 VIA BANK TO BANK COMUNICATION

DEED OF AGREEMENT NO. GPI-240TI-GCUBE-052023

TRANSACTION ID:76985s1432659869425135978DYV8097

This Corporate Agreement via SWIFT GPI MT103 and the attached Annexes (further designated as the
Agreement) are entered on this , THURSDAY, JULY 07th , 2023, by and between:

INVESTOR or PARTY “A”

SENDER INFORMATION:
COMPANY NAME: GCUBE UNDERWRITING LIMITED
COMPANY ADDRESS: 155 FENCHURCH ST, LONDON, EC3M 6AL, UNITED KINGDOM
REPRESENTED BY: MCLACHLAN FRASER GRAHAM
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS: TAUNUSANLAGE 12 60325 FRANKFURT AM MAIN, GERMANY
SWIFT CODE: DEUTDEFF
ACCOUNT NAME: GCUBE UNDERWRITING LIMITED
ACCOUNT No. (EURO): 672327573767818852334
IBAN: TBA
BANK OFFICER NAME: JAMES VON MOLTKE
BANK OFFICER EMAIL: [email protected]
BANK OFFICER TEL: +49 69910-00
CLIENT’SNATIONALITY: GREAT BRITAIN
PASSPORT NUMBER: 099051795
DATE OF ISSUANCE: 23/APR/2013
DATE OF EXPIRATION: 23/APR/2023

(Hereinafter referred to as the “First Party”):

And

Initials: PAGE 1 OF 16 Initials:

 PARTY-B / RECEIVER

COMPANY NAME: SKYREACH RELOCATIONS GMBH

COMPANY ADDRESS: Koningin Wilhelminaplein 370 1062 KS Amsterdam
The Netherlands
REPRESENTED BY: R MANMATH REDDY (RAJ)

COMPANY REGN NO. 34323802

BANK NAME: DEUTSCHE BANK PRIVAT-UND GESCHAEFTSKUNDEN AG
BANK ADDRESS: Lindenallee 29 45127 Essen, Germany

GPI CODE: DEUTDEDBESS

ACCOUNT NAME: SKYREACH RELOCATIONS GMBH
ACCOUNT No. (EURO): DE70360700240076170000
BANK OFFICER NAME: ASHWIN DINAKARAN
CLIENT’SNATIONALITY: NETHERLANDS
PASSPORT NUMBER: NU7486446
DATE OF ISSUANCE: 30 JAN 2018
DATE OF EXPIRATION: 30 JAN 2028

RECEIVER is licensed and must abide by GPI Banking Laws and Regulations, set through compliance and due
diligence requirements for GPI International Banking / Business / Commodity transactions worldwide. RECEIVER
has Approvals to accept large deposits / a sum of monies from around the World, RECEIVER has Bank Approvals to
accept / conclude large International / Global Business Transactions.

(Hereinafter referred to as the “Second Party”):

WHEREAS: The Party- B is ready and able to receive this Pay Order as a joint venture investments for GPI
parties herein for the execution of various infrastructure development projects, & Part- B is ready willing and
able to receive said CASH TRANSFERS up to €240,000,000,000,000.00 ( Two hundred and fourty Trillion
Euro) with rollover and extension VIA the SWIFT.COM MT-103/GPI[CASH TRANSFER] from Party-A, these
funds will be invested/disbursed by Party-B as per PAYOUT LIST instructions.

WHEREAS: The Party-A represents and warrants, with full corporate and legal responsibility, that he has
permission to enter into this Joint Venture Investment Agreement, as well as declares under penalty of perjury
that the funds as per Party A bank statement hereby noted as Annexure are good, clean, clear, and free of non-
criminal origin, are free and clear of GPI liens, encumbrances and third parties interests.

Initials: PAGE 2 OF 16 Initials:

 WHEREAS: The Party-B is ready will and able to Receive €240,000,000,000,000.00 ( Two hundred and
Fourty Trillion Euro) by way of Cash Transfer via SWIFT.COM MT-103/GPI, which will be disbursed in
accordance with the PAYOUT LIST instructions.

III. DESCRIPTION OF TRANSACTION

Sender’s Instrument SWIFT.COM Transfer MT-103/GPI
Total nominal face value: €240,000,000,000,000.00 ( Two Fourty Trillion Euro) with R&E.
Each Instrument nominal: €240,000,000,000,000.00
Subsequent Tranches TBA BY THE BOTH PARTIES
Remittance by: VIA SWIFT.COM MT-103/GPI CASH TRANSFER

Payment by: Wire Transfer (TT) SWIFT MT103 Within 1 Banking Day
Special remarks: It Is Understood That the Exact Amount and Timing of Tranches Are Defined Between
Bank-Officers.
Total Profits Receiving: AS PER PAYMENT RATIOS INDICATED HEREIN
Profits Ratio:

1. CASH TRANSFER VIA SWIFT.COM MT-103/GPI

The procedure of the transaction.

1. Sender and Receiver agree on the working percentage, signed the DOA. Firstly The receiver
Notarized the PGL, DOA/MOU and returned the notarized documents to the sender.

2. Sender release original black and white slips of transfer made to Receiver , Siko in Germany, that
should be used to locate the funds and negotiate with government to release it to the new Receiver
team.

3. Then, New Receiver will give us bank signed PGL that should move the sender to release all the
original documents to Receiver that will enable him to work on payment as agreed on the PGL to
all stipulated account.

4. The all 6 documents can be updated to a new Receiver details if he wishes with a new date , but
the codes and all accessible codes remain the same, nothing to change as transfer is already done
to the first Receiver, nothing like making a new transfer to the new Receiver.

5. Sender preferred this deal should be internal transaction, done in Germany, and payment
successful done at the same location.

5. No BO2BO, MT199 for this transaction was done as nonekyc. But the BO can assist for

Initials: PAGE 3 OF 16 Initials:

 documentation, but no sending documents via Banking emails to the Receiver Channel.

6. Thirdly when the new receiver gets every document on the name of the new receiver, the
receiver along with the receiver's bank, will approach all relevant authorities such as including
Interpol security, the German government where the funds are now ,which was transferred to
SIKO. And along with the Central Bank, Ministry Of Finance Of receiver's country where the new
receiver operates will be involved so that the transaction will be closed successfully without hitch
before the receiver and receiver's bank will make payments to the stakeholders/beneficiaries as
on the notarized PGL after the interest of the Central Bank, Ministry Of Finance etc in the country
where receiver operates received their interest from the sixty(60) percent given to the receiver's
side in this transaction.

2. NON-SOLICITATION

Receiver hereby confirms and declares that its associates or representatives, or any other person(s) on its
behalf, has/have never been solicited by any party, its shareholders or associates or representatives in any way
whatsoever that can be construed as a solicitation for this future transactions. Any delay in or failure of
performance by either party of their respective obligations under this Agreement shGPI constitute a breach
hereunder and will give rise to claims for damages if, and to the extent that such delay(s) or failure(s) in
performance is(are) not caused by event(s) or circumstance beyond the control of such party in default.

The term Beyond the Control of Such Party include Act of War, Rebellion, Fire, Flood, Earthquake or other
natural disasters, and any other cause not within the control of such nonperforming party, or which the non-
performing party by exercise of reasonable diligence is unable to foresee or prevent or remedy.

3. REPRESENTATIONS AND WARRANTIES

(a) Organization. It is duly organized, validly existing and in good standing under the laws of its
jurisdiction of formation with GPI requisite power and authority to enter into this Agreement, to perform its
obligations hereunder and to conduct the business of this transaction.

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

(c) Consents and Authority. No consents or approvals are required from any of the governmental
authority or other person for it to enter into this Agreement. GPI actions on the part of such acting party
necessary for the authorization, execution and delivery of this Agreement, and the consummation of the
transactions contemplated hereby by such party, have been duly taken.

(d) No Conflict. The execution and delivery of this Agreement by it and the consummation of the
transactions contemplated hereby by it do not conflict with or contravene the provisions of its organizational
documents or any agreement or instrument by which it or its properties or assets are bound or any law, rule,

Initials: PAGE 4 OF 16 Initials:

regulation, order or decree to which it or its properties or assets are subject.

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

4. MISCELLANEOUS

(a) Notice(s). The two authorized signatories will execute any modifications, amendments, and
addendums or follow on contracts respectively. When signed and referenced to this Agreement, whether
received by mail or facsimile transmission as GPI and any facsimile or photocopies certified as true copies of
the originals by both Parties hereto shGPI be considered as an original, both leg GPI binding and enforceable
for the term of this Agreement.

(b) Specific Performance; Other Rights. The Parties recognize that several of the rights granted under
this Agreement are unique and, accordingly, the Parties shGPI 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.
(c) Prior Agreements; Construction; Entire Agreement. This Agreement, including the Exhibits and
other documents referred to herein (which form a part hereof), constitutes the entire agreement of the Parties
with respect to the subject matter hereof, and supersedes GPI prior agreements and understandings between
them as to such subject matter and GPI such prior agreements and understandings are merged herein and
shGPI 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 shGPI control.

(d) Amendments. This Agreement may not be amended, altered or modified except (i) upon the
unanimous by instrument in writing and signed by each of the Investor and Asset Manager.

(e) (e) Severability. If any provision of this Agreement shGPI be held or deemed by a final order of a
competent authority to be invalid, inoperative or unenforceable, such circumstance shGPI not have the effect
of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable, but this
Agreement shGPI be construed as if such invalid, inoperative or unenforceable provision had never been
contained herein so as to give full force and effect to the remaining such terms and provisions.

(f) Counterparts. This Agreement may be executed in one or more counterparts, GPI of which shGPI be
considered one and the same agreement and shGPI become effective when one or more such counterparts have
been signed by and delivered to each of the Parties.

(g) Applicable Law; Jurisdiction. This Agreement shGPI be governed by and construed in accordance
with the laws of the Paris. The Parties consent to the exclusive jurisdiction of the Paris shGPI be preceded with
the according to the principal of the ICC, with any civil action concerning any controversy, dispute or claim
arising out of or relating to this Agreement, or any other agreement contemplated by, or otherwise with respect

Initials: PAGE 5 OF 16 Initials:

to, this Agreement or the breach hereof, unless such court would not have subject matter jurisdiction thereof,
in which event the Parties consent to the jurisdiction of the ICC as above indicated. The Parties hereby waive
and agree not to assert in any litigation concerning this Agreement the doctrine of forum non- convenient.

(h) Waiver of Jury Trial. The Parties Hereto Hereby Irrevocably and Unconditioned GPIy Waive Trial By
Jury In Any Legal Action Or Proceeding Relating To This Agreement And For Any Counterclaim Therein.

(i) No Rights of Third Parties. This Agreement is made solely and specific GPIy 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 shGPI have any rights,
interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third
party beneficiary or otherwise.

(j) Survival. The covenants contained in this Agreement which, by their terms, require performance after
the expiration or termination of this Agreement shGPI be enforceable notwithstanding the expiration or other
termination of this Agreement.
(k) Headings. Headings are included solely for convenience of reference and if there is any conflict
between headings and the text of this Agreement, the text shGPI control.

(l) No Broker. Each of Investor and Asset Manager represent and warrant that it has not dealt with any
broker in connection with this Agreement and agrees to indemnify, defend and hold harmless each other party
hereto and it’s Affiliates from
13GPI claims
th May, and/or damages as a result of this representation and warranty being
2021
false.

(m) Currency. Any exchange of funds between Sender and Receiver shGPI be made in the same currency
in which the Sender transferred the investment fund. In addition, GPI calculations pursuant to this Agreement
and any Joint Venture Agreement shGPI be based on ICC regulations in Paris.

5. ARBITRATION
(a) GPI 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 this Agreement shGPI be settled by the arbitration in accordance
with the arbitration laws of the ICC, Paris, France.

(b) Every attempt shGPI 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 shGPI be preceded with according to the principal of the ICC as above indicated. Where judicial
resolution is not thereby achieved, this matter shGPI be settled by the ICC itself and the decision of which GPI
Parties shGPI consider to be final and binding. No State court of any nation shGPI have subject matter
jurisdiction over matters arising under this Agreement.

(c) This Agreement contains the entire agreement and understanding concerning the subject matter hereof
and supersedes and replaces GPI prior negotiations and proposed agreements, written or oral. Neither of the

Initials: PAGE 6 OF 16 Initials:

 Parties may alter, amend, nor modify this Agreement, except by an instrument in writing signed by both Parties.

(d) This Agreement will be governed by and construed in accordance with the laws of United Kingdom. In
the event that either party shGPI be required to bring any legal actions against the other in order to enforce
any of the terms of this Agreement the prevailing party shGPI be entitled to recover reasonably attorney fees
and costs.

(e) GPI Communications will take place on the account to account only. No exceptions, e-mail, attachments
of this document, when duly executed are to be considered originals and binding documents.

(f) This Agreement once executed by both Parties will become effective as of the date first written above.
Any official notice(s) exchanged by the Parties hereto, shGPI be sent to the first mentioned address(s) herein
or as may be attached by addenda hereto. A facsimile or electronic GPIy transferred copy of this Agreement,
duly signed by both Parties, shGPI be deemed original.

6. EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT (Electronic document transmissions) shGPI be deemed valid and enforceable in respect of any
provisions of this Contract, and as applicable, this Agreement shGPI incorporate:

● U.S. Public Law 106-229,Electronic Signatures in Global and National Commerce Act'' or such
other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001);
● ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the
United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT); and
● EDT documents shGPI 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
shGPI in no manner delay the Parties from performing their respective obligations
and duties under EDT instruments.

IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon this
Agreement as of this 13th day of May, 2021.

AGREED AND ACCEPTED FOR AND ON BEHALF OF PARTY-A:

______________________________

SIGNATURE:
Signed & Accepted by the Sender

Initials: PAGE 7 OF 16 Initials:

For and on behalf of: Signed & Accepted by the Sender For and on
behalf of:
GCUBE UNDERWRITING LIMITED
GCUBE UNDERWRITING LIMITED
155 FENCHURCH ST, LONDON, EC3M 6AL, UNITED KINGDOM
MCLACHLAN FRASER GRAHAM (PIN: 103)
SIGNATORY NAME:MCLACHLAN FRASER GRAHAM
TITLE: CEO
NATIONALITY: BRITISH
PASSPORT NUMBER: 099051795
ISSUED DATE: 23/APR/2013
EXPIRATION DATE:23/APR/2023
ISSUED BY COUNTRY: GREAT BRITAIN
DATE OF BIRTH: 14/DEC/1966

AGREED AND ACCEPTED FOR AND ON BEHALF OF PARTY-B:

______________________________
SIGNATURE:
For and on behalf of:
SIGNATORY NAME: R MANMATH REDDY (RAJ)
TITLE: CEO
NATIONALITY: NETHERLANDS
PASSPORT NUMBER: NU7486446
ISSUED DATE: 30 JAN 2018
EXPIRATION DATE: 30 JAN 2028
ISSUED BY COUNTRY:
NETHERLANDS
DATE OF BIRTH: 02 SEP 1976

Initials: PAGE 8 OF 16 Initials:

IRREVOCABLE FEE PROTECTION AGREEMENT (IFPA)

DESCRIPTION OF THE INSTRUMENT(S):

Instrument:
Total nominal face value: €240,000,000,000,000.00 (Two hundred and fourty Trillion Euro) with
R&E.
Each Instrument nominal: €240,000,000,000,000,00 ( Two hundred and fourty Trillion Euro)
First tranche €240,000,000,000,000.00
Payment: Wire Transfer (TT). SWIFT MT103
Duration of payment: Within 72 banking ours upon Instrument’s SWIFT MT103
receive and authentication on interbank screen.
Payer:
I, , as a Payer, hereby irrevocably and unconditionally, without protest, demand or delay, promise and guarantee to
pay Consultancy Fees as indicated below of the face value of the instruments, for the benefit of the consultants being
hereinafter called collectively the “Beneficiaries” and individually a “Beneficiary”.

The said consultancy fee shall be paid upon the successful closing of each and every tranche concurrently with each
payment of the instruments purchased by us. Further, the said consultancy fees shall be paid in good, clean clear and
unencumbered Euros/Dollars and delivered, via Wire Transfer, to your designated trust/bank account coordinates.

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 not 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 divided 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 of 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 Agreement.
Irrevocable Fee Protection Agreement for Consultancy Fees as indicated below of the face value from each and every
bank instrument of this transaction, including any rolls or extensions, to be paid by Payer as follow:

Initials: PAGE 9 OF 16 Initials:

 SENDER’S PASSPORT COPY:

Initials: PAGE 10 OF 16 Initials:

Initials: PAGE 11 OF 16 Initials:
 RECEIVER
PASSPORT COPY – PARTY B

Initials: PAGE 12 OF 16 Initials:

 RECEIVER
CORPORATE LICENSED
CERTIFICATE OF INCORPORATION

Initials: PAGE 13 OF 16 Initials:

 # ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS MANUSCRIPT SIGNATURE
# EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT (Electronic document transmissions) shGPI be deemed valid and enforceable in respect of any provisions of this
Contract. As applicable, this agreement shGPI: -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 -2- Incorporated ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257,
Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business
(UN/CEFACT). -3- As its EDT documents are 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 shGPI in no manner delay the parties from performing their respective
obligations and duties under EDT instruments. Electronic Transmission: Each party is to sign and initial this
Agreement and send copies to the other party via Electronic Mail and shGPI 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 GPI parties. The parties’ consent and agree to be bound contract GPIy 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) electronic GPIy to each other, in generGPIy acceptable business formats (such as, but not limited to,
Microsoft Excel PowerPoint). Both parties specific GPIy agree to do business with each other electronic GPIy. 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 purpose of this Agreement.
# Electronic signature is valid and accepted as hand signature #
# GPI Due Diligences is the responsibility of the respective Senders & Receivers Parties. The Mandatories,
Intermediaries, Agents, Platforms will not be liable for anything such as loss or forged Agreements, false Shippers,
Consignees Senders, Receivers, Sellers, Buyers, Intermediaries...

******END OF DOCUMENT******

Initials: PAGE 14 OF 16 Initials: