GMC - L2L Agreement

REGISTERED WITH THE BANK
PARTNERSHIP AGREEMENT
FOR INVESTMENTS VIA LEDGER TO LEDGER CASH TRANSFER
AGREEMENT № GMC/ARTOMED-L2L-100/DB2DB16062023-1
TRANSACTION CODE: GMC-ARTOMED-16062023-10B-DB2DB DATE:16.06.2023
THIS AGREEMENT FOR DELIVERY OF CASH FUNDS FOR INVESTMENTS (HEREINAFTER REFERRED TO AS THE
"AGREEMENT") BECOMES LEGALLY EFFECTIVE AS OF 16 JUNE, 2023, WHICH IS ENTERED INTO BY AND
BETWEEN THE FOLLOWING PARTIES:
COMPANY NAME GMC Global Management Consulting GmbH

COMPANY ADDRESS Buedesheimer Ring 8a, 63452 Hanau, Germany
COMPANY NUMBER HRB 95361
REPRESENTED BY MR. Alexander Marcel Froese
POSITION CEO
PASSPORT Nº C789KJ6ZV
DATE OF ISSUE 15.11.2016
DATE OF EXPIRY 14.11.2026
BANK NAME DEUTSCHE BANK
BANK ADDRESS An den Dominikanern 11-27, 50587 Köln, Germany
SWIFT CODE DEUTDEDBKOE
ACCOUNT NUMBER DE80370700240106694300
ACCOUNT NAME GMC Global Management Consulting GmbH
BANK OFFICER MICHAELA UHLMANN
BANK OFFICER PHONE +496991010039
BANK OFFICER E-MAIL michaela.uhlmann@db.com
WITH FULL LEGAL AND CORPORATE AUTHORITY TO SIGN THIS AGREEMENT, HEREINAFTER REFERRED TO
AS THE "PARTY A" OR THE “INVESTOR”, AND
COMPANY NAME: ADLERSECURITY&SERVICEGMBH

COMPANY ADDRESS: Industriering 44, 441751 ViersenGerman
REGISTRATION NO.: HRB20747
REPRESENTED BY: Nikola Anthopoulos /C.E.O.
PASSPORT Nº: CGP84GW57
DATE OF ISSUE: 10/08/2022
DATE OF EXPIRY: 09/08/2028
PLACE OF ISSUE GERMANY
BANK NAME: DEUTSCHEBANK AG
BANK ADDRESS GK Beratungscenter Nordwest,45361Essen.Germany
CLIENT NAME: Adler Security & Service GmbH
ACCOUNT NUMBER/IBAN: Account 0819306200 / IBAN DE35314700040819306200
SWIFT CODE: DEUTDEDD314
BANK OFFICER: Ms.Britta Flesch
BANK OFFICER TEL.: (+49) 2018224291
BANK OFFICER EMAIL: britta.flesch@db.com
hereinafter referred to as the "PARTY B" or the “PARTNER “, hereinafter REFERRED AS PARTIES jointly referred
to as the “PARTIES”.
INVESTOR Page 1 of 18 PARTNER

WHEREAS the PARTIES join and bind together, for mutual benefit and protection and mutually recognize
the financial benefit for both parties concerned, therefore conclude the present Agreement for
the purpose of joint activity for receiving income through (but not limited to) financial
operations and other transactions, using financial bank operation and/or other possibilities for
financing/raising funds, investments or documentary operations organized and arranged from
PARTY-B for the purposes of the joint financing of projects.
WHEREAS the INVESTOR is entitled and is ready and able to invest good, clean, clear, and of non-criminal
origin funds into various PROJECTS and the PARTNER are ready and able to receive and to accept
these Investment funds in EUR for the use of projects 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. SUBJECT AND PURPOSE OF AGREEMENT

1.1. Under present Agreement Parties have agreed that INVESTOR is willing to invest via L2L CASH TRANSFER
to the above-named PARTNER the agreed amount of investment on Foreign Direct Investment Act,
Alternative Investment Funds, Collective Investment Scheme Act of European Union. The Amount of
Investment funds is subject of Appendices of the present agreement.
1.2. Places of Business - As the PARTNER may locate its place or places of business at any place or places as he
must determine and identify to the INVESTOR. The initial places of business shall be at its principal office
location.
2. CAPITAL CONTRIBUTION
2.1. The INVESTOR grants investment under the procedure (§5) of the present Agreement to the PARTNER for
Re-Distribution and financing of future’s projects
2.2. The INVESTOR hereby warrants and assures to PARTNER 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, М0, clean, and cleared, of non-criminal or terrorist origin
and totally free of any encumbrances, costs, charges, liens, litigation, mortgages, taxes of any kind or nature
whatsoever.
2.3. The INVESTOR hereby irrevocably agrees to transfer the investment funds via L2L CASH TRANSFER, and
the tranches of the Investment Funds to be transferred to the PARTNER bank accounts details designated
herein.
2.4. The full amount will be transferred in one, two or more agree tranches. The time of transfer of each tranche
must be agreed separately.
2.5. Each tranche of Investment under the present Agreement will be transferred to the above stated bank
accounts of the PARTNER via L2L CASH TRANSFER from the INVESTOR’s bank
2.6. The PARTNER will manage the investments funds on behalf of the INVESTOR as the terms of this
Agreement.
2.7. After each transfer of funds into each separate INVESTOR´s Projects, the PARTNER immediately provides
a copy statement of his account to the INVESTOR to verify the acceptance of the funds for the investment.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES
The INVESTOR irrevocably undertakes to:
3.1. Grant to the PARTNER Investment in amount and on conditions specified above and if it necessary in the
Appendixes of the present Agreement
3.2. Make transfer of Investment from clean and clear M0 cash funds of non-criminal origin, free of liens and
encumbrances via L2L CASH TRANSFER VIA SWIFT.COM.
3.3. Control the usage of Investment funds.
3.4. With the transfer of the investment funds into the Receiving Bank Account determined by PARTNER and
the provision of the security passcodes in each separate tranche, the obligations of the INVESTOR under
this contract are considered fulfilled.
THE PARTNER IRREVOCABLY UNDERTAKES TO:

3.5. To provide the contract to the PARTNER's Bank and to organize the unimpeded receipt of the Investment
Funds.
3.6. Receive and accept Investment sent by the Investor in accordance with the terms of present Agreement.
3.7. In any and every case, do not use directly or indirectly the Investment funds 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. LEDGER TO LEDGER PROCEDURE EXPOSITION

4.1. It is a cash internal swap operated by Deutsche Bank itself. By Ledger-to-Ledger internal swap transfer,
operated for sending payments till the receiver’s floating balance followed by adding security passcodes
(Link & Channel Codes) that has to be actively inputted/digitized from receiver's bank officer (to be
aware and accept the incoming cash funds) for posting in the commercial account of the beneficiary and
consolidation the incoming cash funds. A direct Bank Officer to Bank Officer written communication is
available by internal Bank chat screen in case of technical and mode incompatibility.
TRANSACTION’S DESCRIPTION
TRANSACTION’S STATUS DIRECT FOREIGN INVESTMENT. LEGAL BASE: COLLECTIVE INVESTMENT SCHEME ACT,
FOREIGN DIRECT INVESTMENT ACT, ALTERNATIVE INVESTMENT ACT, TRADE SECRET
ACT
TRANSFER TYPE LEDGER TO LEDGER
CURRENCY EURO
DISBURSEMENT SWIFT MT103 / WIRE TRANSFER (SAME DAY SETTLEMENT), SEPA INSTANT OR TT FED
WIRE
PURPOSE PROJECT FINANCING IN THE EU, UK, USA AND MIDDLE EAST
FIRST TRANCHE €10,000,000,000.00 (TEN BILLION EURO)
TOTAL AMOUNT €500,000,000,000.00 (FIVE HUNDRED BILLION EURO) WITH ROLS AND EXT.
FUNDS STATUS WORKING CAPITAL UNDER PROJECT FINANCING WITHIN THE B.O.T & AGAINST TO
CASH BACKED FINANCIAL SECURITIES
CONTROL BY APPOINTED WORLD RATED AUDITOR
This Agreement FOR PROJECTS FINANCING is executed by LEDGER-TO-LEDGER TRANSFER, the funding
attribute is M0. When the funds arrive at the receiving bank, Subject to the official inspection of the receiving
bank, if non-M0 cash with the attribute of funds, the PARTNER and the PARTNER’s Bank have the right to choose
to continue to settle or refuse to settle or return or renegotiate the ratio with Sender

TRANSACTION PROCEDURE
1 Investor and Receiver execute, sign and seal this Agreement transfer and with the distribution of the funds,
which thereby automatically becomes a full commercial recourse contract.
2 AFTER COMMUNIKATION BEGIN RECEIVERS BANK OFFICER REGISTER ALL AGREEMENTS IN THE BANK
AND SAME DAY SENDRS BANK OFFICER ISUE OFFICIALY MT 199 "PREADVICE" IN STANDART FORM TO
CONFIRM AVAILABILITY AND READINESS TO TRANSFER THE FUNDS.
3 Each of the parties will register the signed and sealed agreement with their banks.
4 The Bank Officer of Party-A (Investor’s) contacts the Officer of Party-B (Partner’s) by e-mail to confirm that
they are willing, ready and able to transfer the cash M0 funds via Ledger-To-Ledger Transaction. The Bank
officer of Party-B (Partner’s) contacts the Officer of Party-A (Investor’s) by e-mail to confirm that they are
ready and able to accept the cash M0 funds via Ledger-To-Ledger Transaction.
5 Party-A (Investor’s) Bank Officer mutually verifies with the Party-B (Partner’s) Bank Officer the Investor’s
Ledger cash M0 funds its readiness to execute a Ledger-To-Ledger Transaction.
6 The Party-B (Partner) and his Third Party (Co-Partner’s) conclude and sign the reinvestment agreement.
7 Within one (1) international banking days upon receipt of verify of cash M0 funds and its readiness to Ledger-
To-Ledger Transaction, the Party-B (Partner’s) bank shall send to Co-Partner’s bank Swift MT799 BPU (Bank
Payment Undertaking), according to the provisions of clause 3.3 of this Agreement, confirmation of readiness
to pay according to Appendix 2. The original Swift MT799 must be sent from the issuing bank (Partner’s)
from the bank officer's email to the receiving bank officer's email (Co-Partner’s) and a copy to Investor’s and
Co-Partner’s companies email.
8 Within Three (3) international banking days upon successful verification and authentication of BPU
(Attached to this Agreement and indicating the amounts and the Bank accounts specified by the Partners for
further reinvestment).
9 After the investor’s and Co-Partner’s banks of verification and accepts a bank payment undertaking (BPU)
under SWIFT MT799, investor performs book transfer of the cash M0 funds from Party-A (Investor’s) account
to Party-B (Partner’s) account via ledger to ledger between both parties’ bank officers (codes are transmitted
and this transaction is closed).
10 Within 48 hours the Partner distributes the funds as per disbursement order for re-investment purposes to
the Bank accounts designated by Co-Partner’s, agreed using with Investor, as per the terms of this Agreement.
BANKING. AUTHORITY OF BANK OFFICERS.

THE PARTIES HERETO CONFIRM THAT THEIR RESPECTIVE BANK OFFICERS ARE FULLY AWARE OF THE
PROCEDURE OF THE TRANSACTION, AND ARE READY TO ADHERE TO, AND PROCEED WITH THE TERMS AND
TIME-FRAMES THEREOF, AND ACKNOWLEDGE THAT SAID BANK OFFICERS ARE, UPON
REPRESENTATIONS BY THE OTHERS, DULY AUTHORIZED AND CAPABLE OF FULFILLING ALL THE
PROCEDURE OBLIGATIONS OF THE PRESENT AGREEMENT.
5. NON-SOLICITATION

5.1. The PARTNER hereby confirms and declares that the INVESTOR (Sender), its shareholders, associates,
representatives, any person or persons on its behalf, have never solicited him, its shareholders,
associates and representatives in any way whatsoever that can be construed as a solicitation for this or
any future transaction.
5.2. Any delay in or failure of performance by either Party of their respective obligations under this
Agreement shall constitute a breach here under and will give rise to claims for damages if, and to the
extent that such delays or failures in performance are not caused by an event of Force Majeure
circumstance beyond the control of such party.
5.3. The term of "Beyond the Control of Such Party”, include Act of War, Rebellion, Fire, Flood, Earthquake
and other natural disasters, or any other cause not within the control of such party or which is by
exercise of reasonable diligence the party is unable to foresee or prevent or remedy.
6. REPRESENTATIONS AND WARRANTIES

6.1. REPRESENTATIONS, ORGANIZATION: Each Party 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 here under and conduct the present business of the Investment
Program and to develop projects as mutually agreed herein.
6.2. ENFORCE ABILITY: This Agreement constitutes the legal, valid and binding obligation of such party
enforceable in accordance with its terms.
6.3. PARTY-B / PARTNER’S STATEMENT: PARTY-B hereby irrevocably confirms and guarantees with full
corporate, personal and legal responsibility under penalty of perjury, that have already all the needed
authorizations of receiver country banking and monetary and governmental authorities to perform as
qualified general tender developer for this commitment contractual transaction.
6.4. 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 and granted.
6.5. 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 nor contravene the provisions of its
organizational documents, nor any other agreement or instrument by which it or its properties or assets
are bound by any law, rule, regulation, order or decree to which it or its properties or assets are-subject.
6.7. PARTIES AFFIDAVIT: Both Parties confirm that they have been afforded the opportunity to seek and rely
upon the advice of its/their own attorneys, accountants, and other professional advisers in connection
with the execution of this Agreement. In addition, both Parties understand and accept the whole content
of the present Agreement and shall honor its written conditions.
7. MISCELLANEOUS NOTICE(S) AND WARRANTIES

7.1. Modifications, amendments, addendums and/or extensions to the present transaction/contract, if any,
shall be executed by the two (2) authorized signatory Parties, respectively. Such document/agreement,
when signed and referenced to this agreement, whether received by mail or facsimile transmission, as
well as all and any facsimile, e- mail or photocopies of the true original documents certified by both
Parties hereto and/or Public Notary, shall be considered as an original, both legally binding and
enforceable for the term of this Agreement.
8. SPECIFIC PERFORMANCE AND OTHER RIGHTS

8.1. 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.
9. PRIOR AGREEMENTS, CONSTRUCTION AND ENTIRE AGREEMENT

9.1. 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 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.
10. AMENDMENTS
10.1. This Agreement may not be amended, altered, or modified except upon the unanimous by instrument in
writing and signed by each of the PARTIES.
11. SEVERABILITY
11.1. 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.
12. COUNTERPARTS
12.1. 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 other parties.
13. APPLICABLE LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Paris. The Parties
consent to the exclusive jurisdiction of the Paris shall 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 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.
14. TAXES
14.1. All Parties are liable for their corporate/ individual taxation in the relevant jurisdiction(s).
15. WAIVER OF JURY TRIAL

15.1. 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.
16. ARBITRATION
16.1. 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

all 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.
17. SURVIVAL
17.1. 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.
18. HEADINGS
18.1. 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.
19. CURRENCY
19.1. Any exchange of funds between the INVESTOR and the PARTNER shall be made in the same currency in
which the Sender transferred the investment funds. In addition, all calculations, and procedures
pursuant to this Agreement, and any joint venture agreement directly or indirectly related to this
transaction, shall be based on ICC regulations in Paris, France.
20. DISPUTES
20.1. Disputes and the disagreements arising at the Contract execution, whenever possible, should be solved
by negotiations between the Parties.
20.2. Should no AGREEMENT be reached by the parties, any claim shall be brought for final settlement before
the arbitrage and by one (or more) arbitrator (s) appointed in accordance with ICC rules. The arbitrators
ruling shall be binding and without recourse in the parties. Place of arbitration: Zurich, Switzerland.
CHOICE OF LAW
The Parties have agreed that before to address to any international Court, they will try to look for solutions to
conflict of interests and misunderstandings thru negotiations process. In this case, Parties, have agreed that
International Centre for Settlement of Investment Disputes The establishment in 1965 of the International
Centre for Settlement of Investment Disputes (ICSID) will be first stage for any legal dispute under the present
Investment Agreement, as Discussions on the standard of investment protection in multilateral fora.
The Parties mutually confirm that, the ICSID is not a permanent arbitral tribunal; rather it provides a legal and
organizational framework for the arbitration of disputes between Partner and Investor(s) who qualify as
nationals of other Partner. The ICSID Convention makes the agreement to arbitrate an investment dispute before
the ICSID a treaty obligation.
Arbitration under the ICSID is subject to four conditions:
(1) the parties must have agreed to submit their dispute to dispute settlement under the ICSID;
(2) the dispute must be between a Partner to the ICSID (or a subdivision or agency of that state) and
the national of another Partner;
(3) the dispute must be a legal dispute; and
(4) the dispute must arise directly out of an investment made in the host Partner
Mutually confirm that International Court of Justice (ICJ) has played a minimal role in resolving foreign
investment disputes and in the development of jurisprudence on substantive standards of foreign investment
protection, which also can be used by Parties that to find solution to "conflict of interests "and
misunderstandings, created within realizing agreement's conditions

The Parties agree that also that this Agreement shall be deemed to have been executed, and shall be governed,
enforceable and construed in accordance with the laws of Switzerland. However, in the event when Lender and
Borrower are a legal entity in a country other than the country of the jurisdiction hereunder, or in which the
Borrower’s and Lender’s head office, securities and assets are domiciled, then Lender and Borrower nonetheless
submit to the jurisdiction of the Zurich/Switzerland Court and undertake to abide by their rulings.
21. CONFIDENTIALITY
(a) 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 Program(s) shall be
deemed the property of the Joint Ventures or Subsidiaries as determined by the BENEFICIARY in its sole
discretion unless this AGREEMENT has been terminated, (ii) Investment Program(s) that are no longer
Active shall be deemed the property of the BENEFICIARY, and (iii) client lists, financial and analytical
models, processes and procedures utilized or developed by Investment Program in connection with the
business of the Investment Program, any Joint Venture or any Subsidiary shall be deemed the property of
the BENEFICIARY, but only to the extent they are different than the client lists, models, processes and
procedures currently used by the ASSET OWNER and/or its affiliates.
(b) No Proprietary Information owned solely by one Party or by the Joint Ventures or the Subsidiaries 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 or the
Subsidiaries' or Joint Ventures' Proprietary Information to any third Party. Each Party shall advise its
employees to whom the other Party’s, the Subsidiaries or Joint Ventures' Proprietary Information is
disclosed of these obligations of confidentiality.
(c) The Parties agree that the following information shall not constitute Proprietary Information under this
AGREEMENT:
(i) Information available from public sources at any time before or after it is disclosed to a Party hereto by
the other Party hereto; and
(ii) Information obtained from a third Party who obtained such information, directly or indirectly, from a Party
other than a Party to this AGREEMENT; and
(iii) 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.
(d) 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.
22. UNDERSTANDING OF AGREEMENT

Both Parties hereto have had a reasonable period sufficient to study, understand and consider this AGREEMENT;
they have had an opportunity to consult with counsel of their choice, to read this AGREEMENT and understand
all of its terms; so that they are entering into and signing this AGREEMENT knowingly and voluntarily, and that

in doing so, they are not relying upon any statements or representations by the other Party or its Officers,
Employees, Agents or Lawyers. FAX and scanned email receipt of the executed agreements are acceptable.
23. WAIVER AND SEVERABILITY

No provision of this AGREEMENT will be waived and no breach excused unless the waiver or consent is in
writing and is signed by the party that is claimed to have waived or consented. If any provision of this
AGREEMENT is determined to be invalid or unenforceable, in whole or in part, the remaining provisions will
continue in full force and effect as if the AGREEMENT had been executed without the invalid portion.
24. TERMS AND CONDITIONS

This Contract Is Valid for The Following Period: One (1) Year and One (1) Day.
24. FORCE MAJEURE

24.1. Force-major means all reasons and events, not dependent on any Party which reasonably it is impossible
to provide or avoid, and having place after the conclusion of the present AGREEMENT and if the reasons
or events prevent or detain carrying out of the obligations of one of the Parties under the present
AGREEMENT.
24.2. Any of the Parties does not bear responsibility before other Party for default of obligations under the
present AGREEMENT, caused by action of force major circumstances, i.e. extreme and unavoidable
circumstances under the given conditions, including the declared or actual war, civil excitements,
epidemics, blockade, embargo, fires, earthquakes, flooding and other natural disasters, and also the
edition of acts of the state bodies of the countries participants of the present AGREEMENT.
24.3. The circumstances releasing the Parties from the responsibility for full or partial default of the present
AGREEMENT should be certified by the appropriate competent organizations of the Parties.
AGREEMENT should be certified by the appropriate competent organizations of the Parties.
AGREEMENT should be certified by the appropriate competent organizations of the Parties. In case of
approach of force-major circumstances, the Parties will lead immediately consultations for development
of the common decision on this question.
24.6. If force major circumstances operate during 3 (three) consecutive months, the present AGREEMENT can
be terminated by any of the Parties by a direction of the notice in writing to the other Party.
25. EDT-ELECTRONIC DOCUMENT TRANSMITTAL & COUNTERPARTS

25.1. This AGREEMENT may be executed in multiple copies at different times and places, each being
considered an original and binding. All facsimile /electronic transmittal/communications, including
electronic signature, relating to this AGREEMENT and which are mutually accepted by the Parties, shall
be deemed legally binding and enforceable documents for the duration of the transaction. 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);
26. ANTI – CORRUPTION TERMS

26.1. While performing their obligations under this AGREEMENT, the Parties, their affiliates, employees or
agents shall neither pay, nor offer, nor permit the payment of any funds or assets, directly or indirectly,
to any persons in order to influence the actions or decisions of such persons for the purpose of obtaining
any undue preferences or for other undue purposes.
26.2. While performing their obligations under the AGREEMENT, the Parties, their affiliates, employees or
agents shall not carry out any actions defined by the legislation applicable to the AGREEMENT as
giving/taking a bribe, corrupt business practices and actions violating the requirements of applicable
legislation and international acts on money laundering.
26.3. Each of the Parties hereunder shall desist from inciting the employees of the other Party in any way,
including by offering money or gifts, performing gratuitous work (services) for them and by other means
not named in this paragraph of making this employee captive and directing this employee to perform
any actions in favor of the inciting Party. The following shall be understood as an employee’s actions
performed in favor of the inciting Party:
• Offering undue advantages compared to other contracting parties;

• Providing any guarantees;
• Accelerating existing procedures;
• Any actions performed by the employee within the scope of his duties but contrary to the principles of
transparency and openness of relations between the Parties.
26.4. If any Party has suspicions that any of the anti- corruption terms have been or may be violated, said Party
shall notify the other Party of this in writing. After sending the written notice, the corresponding Party
shall be entitled to suspend performance of obligations hereunder until confirmation is received that no
violation has occurred or will occur. This confirmation shall be sent within 5 (five) business days from
the sending date of the written notice.
26.5. The Party shall refer in the written notice to the facts or provide materials that adequately confirm or
give grounds to believe that any provisions of these terms have been or may be violated by a contracting
party, its affiliates, employees or agents, which is expressed in any actions defined by the applicable
legislation as giving or taking a bribe, corrupt business practices and actions violating the requirements
of applicable legislation and international acts on money laundering.
22.6. The Parties to this AGREEMENT validate the anti- corruption procedures and shall monitor observation
thereof. In so doing, the Parties shall make reasonable efforts to minimize the risk of business relations
with contracting parties who may be involved in corrupt practices and shall provide mutual assistance
to one another to prevent corruption. The Parties shall also implement due diligence procedures to
prevent risks of the Parties being involved in corrupt practices.
26.7. The Parties acknowledge that their possible undue actions and violation of the anti-corruption terms of
this AGREEMENT may result in adverse consequences, from a downgrade of the contracting party’s
reliability rating to material constraints on interaction with the contracting party up to cancellation of
this AGREEMENT.
26.8. The Parties guarantee due examination of evidence presented in execution of this AGREEMENT, while
observing the principles of confidentiality and use of effective measures to eliminate practical difficulties
and prevent possible conflicts.
26.9. The Parties guarantee complete confidentiality in fulfilling the anti-corruption terms of this
AGREEMENT and the absence of adverse consequences for the petitioning Party as a whole and for
specific employees of the petitioning Party reporting evidence of violations.
27. 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 II and I.
28. MUTUAL OBLIGATIONS

PARTNER HAS OBLIGED TO USE the received the investment funds only for to finance THE LEGAL NON-
MILITARY PROJECTS within local and international norms, under Third Anti-Money Laundering Directive,
accordance to the ICC, UCC norms and rules. Investment funds, cannot be used under the trade for any personnel
needs, military purposes, buy-sell double standard strategic products.
 PARTIES MUTUALLY have obliged to realize the conditions of the present agreement accordance to the
Directive2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the
prevention of the use of the financial system for the purpose of money laundering and terrorist financing,
AND Regulation No. 994/2007 on the transposition of Commission Regulation (EC) No 1287/2006 of 10
August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as
regards record-keeping obligations for investment firms, transaction reporting, market
transparency, admission of financial instruments to trading, and defined terms for the purpose of
that Directive, also according to financial due diligence under financial requests
➢ Due Diligence procedure accordance to the Basel Committee Principles
INVESTOR undertakes to give the agreed investment funds as WORKING CAPITAL, accordance to the contract
obligations using its experience and possibilities in the international monetary market within international
financial operations norms under the legal base of the present agreement. TERM OF WORKING CAPITAL WILL
BE AGREED WITH SEPERATELY CONTRACT AS AN INTEEGRAL PART OF THE PRESENT AGREEMENT.
29. Termination and Liquidation

The present Agreement comes into force as from the date of its signing by the Parties thereto, and shall stay
valid until complete fulfilment by Parties of their obligations hereunder. Upon mutual agreement of the Parties,
this Agreement can be extended for a mutually agreed borrowing period from twelve to maximum thirty six
months period, having the same terms and conditions as this Agreement, providing that all of the Parties hereof
submit their written request to the other Parties by no later Forty Five (45) working days prior to the expiry 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.
***CONTINUE WITH SIGNATURE PAGE ON NEXT PAGE***

SIGNATURE PAGE
Two Parties hereby acknowledge that they have read and accepted the terms and conditions contained in this
AGREEMENT and by their initials on each page and signatures on this page hereby agree and acknowledge that
it is a criminal offence for either Party to fail to fulfil their obligations under the terms and conditions of this
AGREEMENT which they have voluntarily entered into and executed on
This FRIDAY 16.06.2023.
FOR AND ON BEHALF OF “INVESTOR” FOR AND ON BEHALF OF “PARTNER”

GMC Global Management Consulting GmbH “ ”
____________________________________________ __________________________________________
MR. Alexander Marcel Froese MR. Nikola Anthopoulos /C.E.O.
PASSPORT NUMBER: C789KJ6ZV PASSPORT NUMBER: CGP84GW57
COUNTRY OF ISSUE: GERMANY COUNTRY OF ISSUE: GERMANY
DATE OF ISSUE: 15.11.2016 DATE OF ISSUE: 10/08/2022
DATE OF EXPIRY: 14.11.2026 DATE OF EXPIRY: 09/08/2028

APPENDIX 1
COPYES OF PASSPORTS AND REGISTRATION CERTIFICATES OF BOTH PARTIES
INVESTOR’S PARTY “A” PASSPORT COPY

INVESTOR’S PARTY “A” CERTIFICATE INCORPORATION

PARTNER’S PASSPORT COPY

PARTNER’S CERTIFICATE INCORPORATION

APPENDIX
BPU SWIFT MT 799
SWIFT MT 799 BANK PAYMENT UNDERTAKING
IRREVOCABLE CONDITIONAL BANK PAYMENT UNDERTAKING no.: ………………. to be issued in the form of HARD
COPY and to be confirmed by SWIFT MT799
VERBIAGE OF ICBPU TO BE SENT VIA SWIFT MT-799
IRREVOCABLE CONDITIONAL BANK PAYMENT UNDERTAKING
DATE:
SWIFT OUTPUT: MT799, IBGPU MESSAGE
SENDING BANK: DEUTSCHE BANK AG
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT NO.:
BIC / SWIFT CODE:
RECEIVING BANK:
BANK ADDRESS:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO:
IBAN:
WE, THE DEUTSCHE BANK AG (GERMANY), LOCATED AT .................................... WITH FULL BANK
RESPONSIBILITY, HEREBY IRREVOCABLY CONFIRM THAT THE AMOUNT OF EUR ….000,000,000.00 (…..BIILLION
EUROS), AGREEMENT NO. ………………………, FROM 13 JUNE 2023, SIGNED BY OUR CLIENT COMPANY (NAME OF
COMPANY) HAS BEEN DEPOSITED, BLOCKED AND RESERVED IN THE ACCOUNT №…………………………..:
1. WE FURTHER CONFIRM THAT WITHIN 5 (FIVE) BANKING DAYS THE BLOCKED AMOUNT OF EUR ….,000,000.00
WILL BE TRANSFERRED VIA SWIFT MT103/WIRE TRANSFER TO THE BENEFICIARY UPON CONDITIONS SET IN
AGREEMENT NO……………FROM ……….2023.
2. TO SWIFT TRANSFER A PRINCIPAL AMOUNT OF € EUR …..000,000,000.00 (…. BLLION EUROS), WITHIN 5(FIVE)
BANKING DAYS TO THE COMPANY _____________, AFTER SUCCESSFULLY ARRANGED A TRANSFER OF THE ECASH
COLLATERAL IN THE VOLUME OF EUR X,000,000,000.00 (_______EUROS) AND HANDOVER ALL CODES FOR THE
SETTLEMENT. WE FURTHER CONFIRM THAT THE CASH IN THE ABOVE-MENTIONED ACCOUNT IS FREE AND CLEAN
OF ANY LIENS AND ENCUMBRANCES, AND THE FUNDS ARE GOOD, CLEAN AND CLEAR AND OF NON – CRIMINAL
ORIGIN.
THIS PAYMENT UNDERTAKING IS IRREVOCABLE, DIVISIBLE, ASSIGNABLE, TRANSFERABLE AND IS VALID FOR 30
(THIRTY) BANKING DAYS FROM __________JUNE.2023 AND UNTIL ___________FEB. 2023.
THIS CONFIRMATION OF ICBPU IS A FULLY OPERATIVE BANK INSTRUMENT IS SUED IN ACCORDANCE WITH THE
I.C.C. PUBLICATIONS, LATEST REVISION, SERIES 500/600. THIS INSTRUMENT IS A BINDING AND FULLY
PERFORMED INSTRUMENT AND IS VERIFIABLE ONLY BY BANK RESPONSIBLE INQUIRY VIA SWIFT. FOR AND ON
BEHALF OF DEUTSCHE BANK AG (GERMANY) (ADDRESS)
AUTHORIZED OFFICER 1: MR. ………………, ……..XYZ OFFICER (PIN ............ )
AUTHORIZED OFFICER 2: MR. ………………, ……..XYZ OFFICER (PIN ............ )

BANK ENDORSEMENT AND ACKNOWLEDGEMENT
WE, D E U T S C H E B A N K A G , 20079 HAMBURG, GERMANY, AND THE BANK OFFICERS, WHO HAVE AFFIXED THEIR NAMES
AND CONTACT DETAILS HERETO, HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY AND WITH FULL LEGAL LIABILITY,
THAT THIS PAYMENT GUARANTEE LETTER HAS BEEN LODGED WITH US AND WILL BE EXECUTED AS PER INSTRUCTIONS ABOVE
MENTIONED.
WE, THE UNDERSIGNED CONFIRM THAT WE ARE READY WILLING AND ABLE TO RECEIVE FUNDS AND WE WILL ISSUE
UNCONDITIONAL PAYMENT ORDER VIA SWIFT MT103 / 202 TO ALL ABOVE NOMINATED ACCOUNTS WITHIN, A MAXIMUM OF
72 (SEVENTY-TWO HOURS) HOURS - AFTER SUCCESSFUL DOWNLOADING AND SUCCESSFUL RELEASE OF THE FUNDS - IN THE
RECEIVER´S ACCOUNT OF OUR BANK TO OUR “BANK CAPITAL” CLIENT ACCOUNT INSIDE OUR BANK.
THE UNDERSIGNED BANK OFFICERS HEREBY GUARANTEE WITH FULL BANK RESPONSIBILITY AND AUTHORITY UPON CLOSING
OF EACH AND EVERY FOLLOWING CASH FUNDS TRANSFERS IN RELATION TO THE ABOVE REFERENCED TRANSACTION, TO WIRE
TRANSFER PAYMENTS TO THE HEREIN MENTIONED BANK ACCOUNT AS HAD BEEN AGREED UPON IN THIS AGREEMENT FOR
DELIVERY OF CASH FUNDS FOR INVESTMENTS AND TO PAY THE RELEVANT BENEFICIARY (IES) THE ENTITLEMENT HEREIN
STATED.
WE FURTHER GUARANTEE THAT ALL PAYMENTS BE DONE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE
SENDER`S INVESTMENT AGREEMENT HOLDING THE FOLLOWING NUMBER AND CODES:
WITHOUT ANY CHANGES WITHIN A MAXIMUM OF 3 (THREE) BANKING DAYS TO ALL NOMINATED ACCOUNTS AS GIVEN IN THE
AGREEMENT AND IN THE HEREIN ABOVE TABLE(S).
THIS ACKNOWLEDGEMENT IS CONFIRMED AND VALID UPON COMMENCEMENT OF THE TRANSACTION HEREIN STATED AND
SHALL REMAIN VALID AND ENFORCEABLE FOR THE FULL TERM OF THIS TRANSACTION AND SHALL APPLY TO ANY AND ALL
RENEWALS, EXTENSIONS, ROLL-OVERS, ADDITIONS OR NEW AGREEMENTS BETWEEN THE HEREIN LISTED PARTIES AND/OR
ASSIGNEES.
FOR AND ON BEHALF OF D E U T S C H E B A N K A G ,

ADDRESS: 20079 HAMBURG, GERMANY
19 JUNE 2023
SIGNED BY:
SIGNATURE: ………………………………………….. SIGNATURE: …………………………………………..

<BANK OFFICER NO. I FULL NAME> <BANK OFFICER NO. II FULL NAME>
<TITLE / PIN CODE> <TITLE / PIN CODE>
<BANK OFFICER`S BANK PHONE NUMBER> <BANK OFFICER`S BANK PHONE NUMBER>
<BANK OFFICER`S BANK EMAIL ADDRESS> <BANK OFFICER`S BANK EMAIL ADDRESS>
********** END OF AGREEMENT *********

GMC - L2L Agreement

Uploaded by

Copyright:

Available Formats

GMC - L2L Agreement

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

GMC - L2L Agreement

Uploaded by

Copyright:

Available Formats

REGISTERED WITH THE BANK

COMPANY NAME GMC Global Management Consulting GmbH

COMPANY NAME: ADLERSECURITY&SERVICEGMBH

INVESTOR Page 1 of 18 PARTNER

1. SUBJECT AND PURPOSE OF AGREEMENT

INVESTOR Page 2 of 18 PARTNER

THE PARTNER IRREVOCABLY UNDERTAKES TO:

4. LEDGER TO LEDGER PROCEDURE EXPOSITION

INVESTOR Page 3 of 18 PARTNER

BANKING. AUTHORITY OF BANK OFFICERS.

INVESTOR Page 4 of 18 PARTNER

6. REPRESENTATIONS AND WARRANTIES

7. MISCELLANEOUS NOTICE(S) AND WARRANTIES

8. SPECIFIC PERFORMANCE AND OTHER RIGHTS

INVESTOR Page 5 of 18 PARTNER

9. PRIOR AGREEMENTS, CONSTRUCTION AND ENTIRE AGREEMENT

13. APPLICABLE LAW AND JURISDICTION

15. WAIVER OF JURY TRIAL

INVESTOR Page 6 of 18 PARTNER

INVESTOR Page 7 of 18 PARTNER

22. UNDERSTANDING OF AGREEMENT

INVESTOR Page 8 of 18 PARTNER

23. WAIVER AND SEVERABILITY

24. TERMS AND CONDITIONS

24. FORCE MAJEURE

25. EDT-ELECTRONIC DOCUMENT TRANSMITTAL & COUNTERPARTS

26. ANTI – CORRUPTION TERMS

INVESTOR Page 9 of 18 PARTNER

• Offering undue advantages compared to other contracting parties;

27. CONFORMITY WITH INTERNATIONAL REGULATIONS

INVESTOR Page 10 of 18 PARTNER

28. MUTUAL OBLIGATIONS

29. Termination and Liquidation

***CONTINUE WITH SIGNATURE PAGE ON NEXT PAGE***

INVESTOR Page 11 of 18 PARTNER

FOR AND ON BEHALF OF “INVESTOR” FOR AND ON BEHALF OF “PARTNER”

INVESTOR Page 12 of 18 PARTNER

INVESTOR’S PARTY “A” PASSPORT COPY

INVESTOR Page 13 of 18 PARTNER

INVESTOR’S PARTY “A” CERTIFICATE INCORPORATION

INVESTOR Page 14 of 18 PARTNER

PARTNER’S PASSPORT COPY

INVESTOR Page 15 of 18 PARTNER

PARTNER’S CERTIFICATE INCORPORATION

INVESTOR Page 16 of 18 PARTNER

INVESTOR Page 17 of 18 PARTNER

FOR AND ON BEHALF OF D E U T S C H E B A N K A G ,

SIGNATURE: ………………………………………….. SIGNATURE: …………………………………………..

********** END OF AGREEMENT *********

INVESTOR Page 18 of 18 PARTNER

You might also like

Pfad - The Proxy pFad of © 2024 Garber Painting. All rights reserved.

CONTINUE WITH SIGNATURE PAGE ON NEXT PAGE

** END OF AGREEMENT *