ภาพถ่ายหน้าจอ 2566-10-13 เวลา 11.34.48
ภาพถ่ายหน้าจอ 2566-10-13 เวลา 11.34.48
ภาพถ่ายหน้าจอ 2566-10-13 เวลา 11.34.48
Transaction: MP615ZYZBEU3UXPYFY54
Reference No.: UID075995
18 September 2023
DTC
TRANSACTION
AND
This Investment Agreement, hereinafter referred to as the Agreement, is made and entered into the force on
18 September 2023 by and between:
IBAN GB43HBUK40127669998520
UNIQUE MP615ZYZBEU3UXPYFY54
TRANSACTON
REFERENCE (UTR)
COMMON ACCOUNT NO. 69998520
DTC 114216
DTC / EC 2462
WHEREAS, the INVESTOR is entitled and is ready and able to invest funds into various SERVICE
PROVIDERS and such SERVICE PROVIDERS are ready and able to receive and to accept these
Investment funds in EUR or USD for the use of PROJECTS and SERVICES under the guidelines set forth
herein.
NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained
in this AGREEMENT, and for the other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the PARTIES hereby agree as follows:
1.1. Under present AGREEMENT, the PARTIES have agreed that INVESTOR agrees to invest via
UNCONDITIONAL DTC TRANSFER to the above-named SERVICE PROVIDER a sum in the
aggregate amount of the $27,000,000,000,000 (TWENTY-SEVEN TRILLION USD) with rolls
and extensions, in Investment tranches, to be agreed additionally, for the purpose specified as
follows: First tranche amount of $900,000,000 (NINE HUNDRED MILLION USD) to
$1,000,000,000 (ONE TRILLION USD) with rolls and extensions total to be determined by the
PARTIES. The Investment tranches, to be agreed additionally, for the purpose specified in clause
2.1 of this AGREEMENT, and the SERVICE PROVIDER irrevocably agrees to receive and accept
the investment and to utilize it according to the purposes specified in paragraph 2.1 of this
AGREEMENT.
.
1.2. Places of Business – As the SERVICE PROVIDER 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 INVESTOR. The
initial places of business shall be at its principal office location.
1.3. SERVICE PROVIDER shall have full power and authority to supervise and direct the
INVESTMENT FUNDS, including the power and authority to effect transactions in any project,
construction, research, technology, infrastructure and others after consultationwith INVESTOR.
2.1. The INVESTOR grants investment under this AGREEMENT to the SERVICE PROVIDER
for the financing of approved projects.
2.2. INVESTOR hereby warrants and assures to SERVICE PROVIDER under penalty of perjury that
the INVESTMENT FUNDS are derived from legal sources and not from any other criminal activity.
Further, the INVESTOR warrants and confirms that the fund 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.
2.3. INVESTOR hereby agrees to transfer portions of the total aggregate sum of USD
$27,000,000,000,000 (TWENTY-SEVEN TRILLION USD), based on mutual agreement and
continued performance of the SERVICE PROVIDER, with rolls and extensions, in INVESTMENT
TRANCHES, to be determined by the Parties mutual agreement, and the tranches of the
INVESTMENT FUNDS to be transferred to the SERVICE PROVIDER bank accounts details
designated herein. The INVESTOR hereby agrees that the first tranche shall be for an amount of
$900,000,000 (NINE HUNDRED MILLION USD) to $1,000,000,000 (ONE TRILLION USD)
upon receipt of acceptable Bank Endorsed Payment Guarantee Letter and during scheduled Window
Time. Said Payment Guarantee Letter must be in-force for the 1st Tranche and all subsequent
Tranches.
2.4. These amounts can be transferred in one or in agreed tranches. The time of transfer of each tranche
has to be agreed separately by the PARTIES. After receipt of the first tranche, the EUR- amount
should be transferred within Three (3) banking days as described in the Payment Guarantee Letter.
2.5. Each tranche of INVESTMENT under this AGREEMENT will be transferred to the below stated
bank accounts of the SERVICE PROVIDER via UNCONDITIONAL DTC TRANSFER from the
INVESTOR’s bank.
2.5.1. The SERVICE PROVIDER will manage the INVESTMENTS FUNDS on behalf of INVESTOR to
the INVESTOR ´ s Projects as instructed by the INVESTOR.
2.6. Financing and implementation of each separate INVESTOR’s Projects will be agreed and accepted by the
PARTIES in writing as an appendix to the present AGREEMENT and forms an integral part of this
AGREEMENT.
2.6.1. After each transfer of funds into each separate INVESTOR´s Projects, the SERVICE PROVIDER immediately
provides a copy statement of his account to the INVESTOR in order to verify the acceptance of the funds for
the investment.
3.2. Grant to the SERVICE PROVIDER an Investment in amount and on conditions specified above
and if it necessary in the Appendixes of this AGREEMENT.
3.3. Make transfer of Investment from clean and clear funds of non-criminal origin, free of liens and
encumbrances.
3.5. INVESTOR must approve all INVESTMENT PROJECT (s) and additional contracts. The decision
on whether to invest or not, can only be confirmed by the SERVICE PROVIDER. No PARTY hereto
shall have the right, directly or indirectly, by operation of law orotherwise, to assign, sell, mortgage,
encumber or otherwise transfer all or any portion of the INVESTMENT FUNDS. Only the SERVICE
PROVIDER is authorized by INVESTOR to manage the INVESTMENT FUNDS and to execute
any contract(s) or other agreement(s) or document(s) for the INVESTMENT PROJECTS with prior
written notice to the INVESTOR.
4.4. 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 terroristic activity, slavery,
piracy etc.
4.5. The SERVICE PROVIDER shall be entitled to pay for the services
4.6. Subject to the other terms of this AGREEMENT, the business and affairs of the PROJECT / s shall
be managed solely and exclusively by the SERVICE PROVIDER 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.
4.7. At INVESTOR’s request, SERVICE PROVIDER will provide, or instruct its affiliates to provide,
reports as to the status of the INVESTMENT FUNDS and the PROJECTS. INVESTOR hereby
acknowledges and agrees that SERVICE PROVIDER will not beresponsible for the accuracy of any
information disclosed in any such report which may be provided by a third party.
4.8. DISTRIBUTION OF FUNDS. Once each Tranche is executed by both PARTIES (as delineated in
this AGREEMENT), the aforementioned Funds will be disbursed within 3-4 business days per the
instructions of the Bank Endorsed Payment Guarantee Letter; furthermore, NO funds will be
withheld for any purpose whatsoever. NOTE: Due to the size of the TRANSACTION, tranches may
be employed to send funds to the designated Accounts per the Bank Endorsed Payment Guarantee
Letter instructions.
5.2. The PARTIES carry sole responsibility for their obligations to third persons or parties, if other is not
stipulated hereto and in the Addendums to thisAGREEMENT.
6.2. SERVICE PROVIDER does not guarantee the future performance of any INVESTMENT
PROJECT(s) which it may present to INVESTOR from time to time and INVESTOR approves.
INVESTOR understands that any decisions made by SERVICE PROVIDER are subject to various
markets, currency, economic, political and business risks and that thoseinvestment decisions will
not always be profitable. SERVICE PROVIDER will not be liable to INVESTOR for:
(a) Any loss that INVESTOR may suffer by reason of any investment decision made or other action
taken or omitted in good faith by SERVICE PROVIDER with that degree of care, skill, prudence,
and diligence under the circumstances that a prudent person acting in afiduciary capacity would
use—with the exception of failing to comply with the instructions of the aforementioned Payment
Guarantee Letter;
(b) 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.
(c) With the exception of clear refusal to comply with the terms and conditions of this AGREEMENT
by either of the PARTIES, the PARTIES shall indemnify each other during the term of this
AGREEMENT against all claims, causes of action, suits, damages, liabilities andexpenses (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 direct or indirect result of any of its
investments.
(d) The PARTIES shall be responsible for the payment of their own 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 thisAGREEMENT. In this regard,
each PARTY shall indemnify and hold the other harmless for any and all liabilities for which the
counterparty are themselves responsible.
ARTICLE 7.CONFIDENTIALITY
7.1. General. It is expected that the PARTIES shall disclose to each other during the Term of this
Agreement 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 of either PARTY, as determined by mutual agreement
of both PARTIES, (ii) INVESTMENT PROJECT (s) that are no longer Active shall be deemed the
property of the PARTY mutually agreed upon by both PARTIES, 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 PARTY mutually agreed upon by both PARTIES.
7.2. No Proprietary Information owned solely by one PARTY shall be used by either 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 or the
Subsidiaries' or Joint Ventures' Proprietary Information is disclosed of these obligations of
confidentiality.
7.3. 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 aPARTY hereto by the other PARTY hereto;
(i) Information obtained from a third party who obtained such information, directly or indirectly, from
a party other than a PARTY to this AGREEMENT; and
(ii) 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.
7.4. 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 is) 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.
8.2. Enforceability. This AGREEMENT constitutes the legal, valid and binding obligation of thePARTIES,
enforceable in accordance with its terms.
8.3. 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 AGREEMENTand the consummation of the
transactions contemplated hereby by such PARTY, have been duly taken.
8.4. 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.
8.5. 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.
9.2 Normal termination of this AGREEMENT will occur with the conclusion of all financialtransactions
covered under the terms and conditions herein unless otherwise extended in writing by the
PARTIES mutual AGREEMENT.
9.3. The PARTIES agree that if the INVESTMENT FUNDS transfer is not completed, as per Sections2.6 and 2.7
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.
9.4. The PARTIES agree that any PARTY can terminate this AGREEMENT if it can show evidence that either PARTY
has NOT fulfilled its obligations as described herein, unless extended in writing by both PARTIES, and if
terminated, the PARTY in breach shall be deemed in DEFAULT and the other PARTY, 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.
ARTICLE 10.MISCELLANEOUS
10.1. Not((Notices). 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 here to shall be considered as an original, both
legally binding and enforceable for the term of thisAGREEMENT.
10.2 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.
10.3 Prior Agreements; Construction; Entire Agreement. This AGREEMENT, including theExhibits
and other documents referred to herein (which form a part hereof), constitutesthe 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 hereinand shall not survive the execution and delivery
hereof.
10.4 Amendments. This AGREEMENT may not be amended, altered or modified except upon the unanimous by
instrument in writing and signed by each of the PARTIES.
10.5 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, at which
point, this AGREEMENT shall be construedas 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.
10.6 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 effectivewhen one or more such counterparts
have been signed by each of the parties and delivered to each of the other parties.
10.7 Applicable Law; Jurisdiction. This AGREEMENT shall be governed by and construed inaccordance with the
laws of the Canton of Zurich, Switzerland.
10.8 Waiver of Jury Trial. The PARTIES here by irrevocably and unconditionally waive trial by Jury in any legal
action or proceeding relating to this AGREEMENT and for any counterclaim therein.
10.9 Arbitration. Every attempt shall be made to resolve disputes arising from unintended or in advertent
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 the Canton of Zurich,
Switzerland and the decision of which the Parties shall consider to be final and binding.
10.10 No Rights of Third Parties. This AGREEMENT is made solely and specifically between and for the benefit of
the PARTIES hereto and their respective members, successors and assigns subject to the express provisions
hereof relating to successors and assigns, and 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 with the exception of the Beneficiaries/Consultants indicated in the Payment Guarantee Letter.
10.11 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.
10.12 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.
10.13 Currency. Any exchange of funds between the PARTIES shall be made in currency of the European Union
(Euros). In addition, all calculations pursuant to this AGREEMENT and any Joint Venture Agreement shall be
based on ICC regulations in Paris.
OBJECTIVE:
The objective of this Agreement is to set up a framework for the relationship between the identified Funds
Receivers and the Funds SENDER, who have agreed to collaborate and to Follow to the Receivers in any
Profitable Financial Transactions for which the Funds & The Sources SENDER, is providing a substantial amounts
of cash Funds placed in DEUTSCH BANK AG (hereinafter called as “DEUTSCH BANK”) to download via Grey Screen
Server To Server -Web Link Interbank System into The Identified Receivers Account (s) in his receiving bank (s).
These cash Funds is to be use by the Social Economic, Social Organization and to development: Agricultural,
Mining, Industrial, Energy, Tele- communications, Transport, Foods, Medicine, Forestry, Animals Human
Shareholders, Homes and Construction, Social & Governments Human Collaboration. Privates and sensitive
one, To Save: The Key Code of The LIFE Last - The Woman (s) Children’s, Families Human Right and His Nature
Patrimonial Property Intelligent Saved end Nature Organization.
The parties recognize that this Agreement will set the process & procedures of collaboration in order to create a rational possible
Venture that will lead to the mutual possibilities, Terms and Conditions herein, and other Good and Valuable Honest
and Professional Considerations, the receipt and sufficiency of which is hereby acknowledged by the Parties hereto.
PROOF OF FUNDS
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Registration Number: 03167131 C. ATKINSON LIMITED Correspondence address: Blue Moon House, 92 Kingston
Road, Website: http:/ / eclips-uk.com
JOEY'S INNOVATIONS LTD.
Portsmouth, Hants, PO2 7PA
Role ACTIVE Secretary
Appointed on: 4 March 1996
Nationality: United Kingdom
Occupation: Director
BANK TELEPHONE NO. /EMAIL: + 442079918888 / [email protected]
Balance Reporting
A snippet of the balance sheet
Date: october 3, 2022 Start
Time: 01:45:10 AM
Reference No. : UID075995 Transaction: MP615ZYZBEU3UXPYFY54
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WHERE OF, the PARTIEs here to agree to all of the terms and conditions of this AGREEMENTand in
acknowledgement thereof have set their hands on the date first written above.
FOR AND BEHALF OF THE PARTY A / FOR AND BEHALF OF THE PARTY B / PARTNER
INVESTOR
ECLIPS CORPORATION (UK) LTD. VKPCOM SAI GON INVESTMENT JOINT STOCK COMPANY
EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions
of this Contract, and as applicable, this Agreement shall incorporate:
• U.S. Public Law 106-229 , Electronic Signatures in Global and National Commerce Act’ ‘or such other
applicable law conforming to the UNCITRAL Model Law on Electronic Signatures ( 2001).
• ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/ 257 , Geneva, May 2000) adopted by the United
Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT); and
• DT documents shall be subject to European Community Directive No. 95/46/ EEC, as applicable.
Either Party may request hard copy of any document that has been previously transmitted by
electronic means provided however, that any such request shall in no manner delay the Parties
from performing their respective obligations and duties under EDT instruments.
IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon this
Agreement as of this date of Date: 18 September, 2023