Agreement number: MPI/SAC/5B/082024

Transaction code: MPI/SAC/5B/082024

Date: August 20, 2024

AGREEMENT ON DELIVERY OF CASH FUNDS

FOR INVESTMENTS VIA IP-IP SPECIAL TRANSFER SERVER

THIS AGREEMENT NO: MPI/SAC/5B/082024 ON DELIVERY OF CASH FUNDS WITH TRANSACTION

CODE: MPI/SAC/5B/082024 - IN SIGNED ON August 20, 2024, FOR INVESTMENT VIA IP/IP
TRANSFER (HEREINAFTER REFERRED TO AS AGREEMENT) BECOMES LEGALLY EFFECTIVE ON THE
ABOVE - MENTIONED DATE, WHICH IS ENTERED INTO BY AND BETWEEN THE FOLLOWING
PARTIES:

PARTY A (SENDER)

Name: MUNDRU PHANINDRA

Represented by: MUNDRU PHANINDRA

Passport No.: S1937469

Country of Issuance: INDIAN

Date of issue: 07/06/2018

Date of Expiry: 06/06/2028

Bank: ICICI BANK LTD

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Bank Address: ICICIBANK LTD, Ground Floor, South Towers, East Wing, Bandra-Kurla

Server IP: 103.167.202.0

Server ID: AS17G67

Global Server IP: 203.171.210.180

Global Server ID: ICI903NF

Account name: MUNDRU PHANINDRA

Swift Code: ICICINBBNRI

Micr Code: 400229028

Account No (EURO/USD): 007501589053144631

Bank Officier Name: NISHAT TAHIR HUSSAIN

Bank Officier E-mail: [email protected]

HEREINAFT ER REFERRED TO AS “PARTY A (SENDER)”

AND

SENDER RECEIVER
Agreement number: MPI/SAC/5B/082024
Transaction code: MPI/SAC/5B/082024
Date: August 20, 2024

PARTY B (RECEIVER)

COMPANY DETAILS:
REPRESENTED NAME

NATIONALITY

COMPANY ADDRESS

DATE OF BIRTH

PASSPORT NUMBER

PASSPORT ISSUE DATE

PASSPORT EXPIRY DATE

PASSPORT COUNTRY

BANK NAME

BANK ADDRESS

BANK ACCOUNT REPRESENTED

COMPANY NAME

ACCOUNT BANK COMMON ACCOUNT

ACCOUNT NAME 2
BANK ACCOUNT NAME

SWIFT CODE

RECEIVER LOG ON SERVER

RECEIVER GLOBAL SERVER IP

RECEIVER GLOBAL SERVER ID

RECEIVER COMMON SERVER IP

BANK OFFICE PHONE

BANK OFFICER NAME

BANK OFFICER E-MAIL

HEREINAFT ER REFERRED TO AS “PARTY B (RECEIVER)”

WITH FULL LEGAL AND CORPORATE AUTHORITY TO SIGN THIS AGREEMENT, (HEREINAFTER REFERRED TO AS THE FIRST
PARTY AND/OR SENDER), WITH FULL LEGAL AND CORPORATE AUTHORITY TO SIGN THIS AGREEMENT (HEREINAFTER
REFERRED TO AS THE SECOND PARTY AND/OR RECEIVER).

BOTH TRUST PARTNERS HEREBY CONFIRM WITH THEIR SIGNATURES, THAT THEIR, HERE DECLARED STATEMENT IS
VALID FOR THIS THIS AGREEMENT ON DELIVERY OF CASH FUNDS FOR INVESTMENTS VIA IPIP

SENDER RECEIVER
Agreement number: MPI/SAC/5B/082024
Transaction code: MPI/SAC/5B/082024
Date: August 20, 2024

HEREINAFTER JOINTLY REFERRED TO AS “THE PARTIES”, WITH FULL LEGAL AND CORPORATE AUTHORITY TO SIGN THIS
AGREEMENT
WHEREAS THE RECEIVER IS READY, WILLING AND ABLE TO RECEIVE SAID CASH FUNDS INTO ITS DESIGNATED ACCOUNT VIA
IPIP SERVER TRANSFER AND TO EXECUTE THE DISTRIBUTION AND TRANSFER OF SAID RECEIVED FUNDS TODESIGNATED
PARTIES AND BANK ACCOUNTS VIA SWIFT MT103 DIRECT, IN ACCORDANCE TO THE TERMS AND CONDITIONS STATED IN
THIS AGREEMENT;

AND

WHEREAS, THE RECEIVER HAS FURTHER MADE ARRANGEMENT WITH A THIRD PARTY (HEREINAFTER REFERRED TO AS
FACILITATOR), TO FACILITATE THE EXECUTION OF THE SAID DELIVERY OF CASH FUNDS FOR INVESTMENTS AND RECEIVER
AND FACILITATOR SHALL AUTHORIZE AND INSTRUCT THEIR DESIGNATED TRUSTEE TO RECEIVE SAID FUNDS AND PRECEDE
ON THE AGREED DISTRIBUTION AND TRANSFER OF CASH FUNDS, IN ACCORDANCE WITH THE TERMS AND CONDITIONS IN
THIS AGREEMENT;

WHEREAS ALL THE PARTIES HERETO ARE DESIROUS OF ENTERING INTO THIS AGREEMENT FOR THE PURPOSE OF
DEVELOPING THEIR OWN INVESTMENT PROJECTS IN HUMANITARIAN, GREEN ECONOMY, SOCIAL-ECONOMIC AND
INDUSTRIAL INVESTMENT PROJECTS IN WORLDWIDE CONTEMPLATED HEREIN FOR THE MUTUAL BENEFIT ONLY AND
NOT FOR OTHER PURPOSES WHATSOEVER.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

FIRST PARTY’S (SENDER’S) STATEMENT:

THE SENDER REPRESENTS AND WARRANTS THAT IT HAS FULL CORPORATE RESPONSIBILITY PERMISSION TO ENTER INTO
THIS AGREEMENT. IT HEREBY DECLARES UNDER PENALTY OF PERJURY THAT THE FUNDS ARE GOOD, CLEAN, CLEAR, AND
FREE OF NON-CRIMINAL ORIGIN, AND ARE FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES AND THIRD-PARTY INTEREST.
FURTHER THE SENDER CONFIRMS THAT HE IS A LEGAL PROVIDER OF THE FUNDS AND HE IS AUTHORIZED TO TRANSFER
3
THE FUNDS TO THE RECEIVER ON THE BASIS OF THIS AGREEMENT.
BY SIGNING THIS AGREEMENT, THE SENDER REPRESENTS AND WARRANTS THAT IT IS GIVING TO THE RECEIVER AND ITS
DESIGNATED PARTIES, FULL LEGAL AUTHORITY TO DOWNLOAD SAID CASH FUNDS VIA IPIP CODE SERVER AND DISTRIBUTE
AND TRANSFER CASH FUNDS VIA SWIFT MESSAGE MT103, AS PER AGREED TERMS AND CONDITIONS IN THIS AGREEMENT.

SECOND PARTY’S (RECEIVER’S) STATEMENT:

THE RECEIVER UNDERSTANDS AND CONFIRMS THAT:

1. THIS TYPE OF TRANSFER IS NOT A REGULAR CUSTOMER MONEY PAYMENT AND REQUIRES MANUAL
PROCESSING BY THE RECEIVING BANK OFFICER;
2. THE RECEIVING BANK OFFICER MUST HAVE THE APPROPRIATE LEVEL OF QUALIFICATIONS AND CAN HANDLE
SUCH TRANSACTIONS;
3. THE PARTY B (RECEIVER) MUST HAVE A FULL SET OF PERMITS, ENSURING THE LEGALITY OF THE ACCEPTANCE
OF THIS TYPE OF FUNDS. THE PACKAGE OF DOCUMENTS (PERMITS) MUST INCLUDE, BUT NOT LIMITED TO, AT LEAST THE
FOLLOWING:

A. THIS AGREEMENT, AGREED WITH THE RECEIVING BANK;

B. THE ECONOMIC PROJECT(S) IN THE RECEIVING COUNTRY AGREED AND APPROVED BY THE GOVERNMENT AND
RELATED AUTHORITIES

C. FINANCIAL REGULATOR - CENTRAL BANK QUOTA (SPECIAL PERMIT) TO ENTER INTO THE COUNTRY THE
FOREIGN DIRECT INVESTMENT. THIS PERMIT WILL BE REQUIRED FOR THE CLEARING PROCEDURE.

SENDER RECEIVER
 Agreement number: MPI/SAC/5B/082024
Transaction code: MPI/SAC/5B/082024
Date: August 20, 2024

4. THE RESULT OF THE RECEIPT PROCESSING OF THE PAYMENT BY THE RECEIVING BANK OFFICER AND THE FINAL
STEP OF THE TRANSACTION WILL BE THE CREDITING ON THE ACCOUNT OF THE RECEIVING BANK.

5. THE PARTY B (RECEIVER) MUST MAKE A PAYMENT IN ACCORDANCE WITH THE TRANSACTION PROCEDURE TO
THE ACCOUNTS OF THE COMPANY «XXXXXXXXXX» AND THE COMPANY «XXXXXXXXXXXXXXXXXXXXXX» UL.
XXXXXX XXXXX XXXXX XXXXXXXXXXXXX XXXXXXXXXXX XXXX (REGISTER: XXXXXXXXXXXXX) PROVIDED BY THE
PARTY A (SENDER) IN ACCORDANCE WITH THE INVESTMENT AGREEMENTS.

DETAILS OF TRANSACTION
INSTRUMENT: IPIP CASH TRANSFER

FIVE BILLION EUROS (€5,000,000,000.00)

TOTAL AMOUNT:
RECEIVER IS AUTHORIZED

FIRST TRANCHE: €45,000,000.00 (FORTY-FIVE MILLION EUROS)

PAYMENT: VIA SWIFT MT103 DIRECT

IT'S UNDERSTOOD THAT THE AMOUNT AND TIMING OF TRANCHES ARE DEFINED
NOTE:
BETWEEN THE BANKS AND SET BY THE EURO-ZONE BANKING RULES AND REGULATIONS.

IP-IP SPECIAL AGREEMENT PROCEDURE

1. THE RECEIVER SUBMITS SIGNED AND SEALED AGREEMENT, FULL BANKING DETAIL, CIS, IMFPA, CLEAR LARGE COLOR 4
PASSPORT COPY AND COMPANY REGISTRATION TO THE SENDER WITH UNDERTAKING FOR DISTRIBUTION OF
DOWNLOADED CASH FUNDS BETWEEN THE PARTICIPANTS FOR PROJECT INVESTMENTS. AFTER SUCCESSFUL DUE
DILIGENCE, THE RECEIVER RETURNS THE AGREEMENT TO THE SENDER WITHIN SEVEN (7) BANKING DAYS WHICH
THEREBY AUTOMATICALLY BECOMES A FULL COMMERCIAL RECOURSE CONTRACT.

2. THIS AGREEMENT SHOULD BE REGISTERED IN THE RECEIVER’S BANK.

3. THE RECEIVER IS OBLIGATED TO PROVIDE FOR THE SENDER NECESSARY DETAILS (ACCOUNT, BENEFICIARY CODES,
TRANSACTION CODE, IP CODE AND OTHER APPLICABLE SERVER DATA ETC.) FOR THE UPLOAD OF THE FUNDS TO THE
RECEIVER`S ACCOUNT BY THE SENDER. THE SENDER IS OBLIGATED TO PROVIDE FOR THE RECEIVER NECESSARY
DETAILS (ACCOUNT, BENEFICIARY CODES, PASSWORD, IP CODE AND OTHER APPLICABLE DATA ETC.).

4. FOR THE TRANCHE REMITTED UNDER THIS AGREEMENT, WHICH THE RECEIVER’S BANK OFFICER CAN CHECK ON THE
BANK’S SERVER, THE RECEIVING BANK RESPONDS TO THE SENDING BANK.

5. THE SENDER WILL UPLOAD THE FOLDER OF FUNDS TO THE RECEIVER'S BANK ACCOUNT COORDINATES FOR THE
INITIAL AMOUNT OF €45,000,000.00 ( F O R T Y - F I V E M I L L I O N E U R O S ). AFTER THE FULL UPLOADING OF THE
FUNDS TO THE RECEIVER'S ACCOUNT, THE SENDER WITHIN MAXIMUM TWENTY-FOUR (24) HOURS PROVIDES
MULTISCREEN SHOTS (BLACK, BLUE AND WHITE SCREENSHOTS (TRANSFER SLIPS), FINAL DOWNLOADING CODES.

6. RECEIVER WILL ISSUE BANK PAYMENT UNDERTAKING BPGL AS OFFICIAL BANK GUARANTEE OF PAYMENT

7. THE RECEIVER'S BANK OFFICER IS FULLY RESPONSIBLE FOR BLOCKING FUNDS AT THE RECEIVER'S ACCOUNT FOR
ALLOCATION AND RE-DISTRIBUTION FOR RE-INVESTMENT PURPOSES VIA SWIFT MT103 DIRECT WITHIN FIVE (5)
BANKING DAYS BY FIRST TRANCHCE (IF NEEDED) AFTER FINAL DOWMLOADING DONE, ACCORDING TO THE
SENDER RECEIVER
 Agreement number: MPI/SAC/5B/082024
Transaction code: MPI/SAC/5B/082024
Date: August 20, 2024

CONDITIONS OF THE AGREEMENT, WITH THE ACCOUNTS SPECIFIED BY THE PAYERS OF BOTH PARTIES ACCORDING TO
THE IMFPA (IF NEEDED) AND BASED ON DOCUMENTS, ISSUED BY THE RECEIVER FOR THIS TRANCHE. THE
AMOUNTS AND TRANCHES QUANTITY ARE AGREED BY THE PARTIES ADDITIONALLY.
8. SWIFT MT103 DIRECT MUST BE TRANSMITTED BY THE SWIFT.COM SYSTEM. THE COPIES OF THESE SWIFT MESSAGES
MUST BE SENT TO THE SENDER AND ALL BENEFICIARIES VIA E-MAIL IMMEDIATELY AFTER EXECUTION AND/OR
TRANSMISSION OF SETTLEMENT AND/OR PAYMENT INCLUDING.
9. THE RECEIVER CONFIRMS UNDER PENALTY OF PERJURY, WITH FULL CORPORATE AND INDIVIDUAL RESPONSIBILITY,
HEREBY IRREVOCABLY, THAT THE CASH FUNDS PAYMENT FROM THE RECEIVER TO THE SENDER’S BENEFICIARY AND
INTERMEDIARIES WILL BE CLEAN, CLEAR FUNDS, FREE OF ANY LEVY, LIENS, OR ENCUMBRANCES AND OF NON-
CRIMINAL ORIGIN.
10. DURING THIS PROCEDURE OFFICERS OF BOTH BANKS COULD COMMUNICATE, ONLY IF DEEMED NECESSARY.

IMPORTANT NOTE

1. THE SENDER AND RECEIVER HEREBY CERTIFY THAT THE DOCUMENTS MENTIONED IN THIS PROCEDURE ARE
NECESSARY AND SUFFICIENT FOR THE SUCCESSFUL COMPLETION OF THE TRANSACTION. THE PARTIES SHALL NOT
NOMINATE ADDITIONAL REQUIREMENTS FOR SUBMISSION OF DOCUMENTATION AND OTHER BANK
CONFIRMATIONS OTHER THAN THIS AGREEMENT, THREE SCREEN SHOTS AND BANK PAYMENT UNDERTAKING (SWIFT
MT760 or MT799).

2. THE RECEIVER IS OBLIGED TO INFORM THE RECEIVING BANK OFFICER OF THE FOLLOWING CHANGES IN THE
TECHNICAL CONDITIONS FOR ACCEPTING (DOWNLOADING) THE FUNDS TRANSFERRED:

A. THE TRANSFER PROCESSING COULD BE SETTING OR SCHEDULED DUE THE INTERNATIONAL BANK REGULATION,
AND AUTHORITIES. THE RECEIVING BANK OFFICER MUST IMMEDIATELY RESERVE THE FUNDS TRANSFERRED FOR HIS 5
PIN AND IMMEDIATELY START THE PROCESS OF DOWNLOADING THE FUNDS IN THE APPROPRIATE WAY. SUCH
PROCESSING MUST BE COMPLETED BY THE RECEIVING BANK OFFICER WITHIN ONE SESSION A MAXIMUM OF 24
HOURS ACCORDING TO THE BANKING RULES.

B. THE RECEIVING OFFICER SHOULD APPROACH THE PROCESSING OF RECEIVING THE FUNDS WITH ALL
ATTENTION AND RESPONSIBILITY, AS HIS MISTAKES MAY LEAD TO FURTHER NON-FULFILMENT OF THE CONTRACT BY
THE SENDER.

REPRESENTATIONS AND WARRANTIES NON-SOLICITATION

THE RECEIVER HEREBY CONFIRMS AND DECLARES THAT SENDER, ITS ASSOCIATES OR REPRESENTATIVES OR
ANYPERSON 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.

FORCE MAJEURE
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, AND 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 FOR ESEE OR PREVENT OR REMEDY. WITH
ROLLS AND EXTENSIONS (R&E) PER MUTUAL AGREEMENT!
NON- CIRCUMVENTION/NON- DISCLOSURE (NCND)
THE PARTIES AGREE THAT THE NON-CIRCUMVENTION / NON-DISCLOSURE (NCND) RULES OF ALL ISSUES FROM THE
(INTERNATIONAL CHAMBER OF COMMERCE) ICC UP TO AND INCLUDING THE LATEST EDITION APPLY AND SHALL REMAIN
SENDER RECEIVER
Agreement number: MPI/SAC/5B/082024
Transaction code: MPI/SAC/5B/082024
Date: August 20, 2024

EFFECTIVE FOR A PERIOD OF FIVE YEARS FROM THE DATE OF EXECUTION OF THIS AGREEMENT. ALL INFORMATION
CONTAINED HEREIN INCLUDING BANKING INFORMATION AND CODES ARE PRIVILEGED INFORMATION AND REPRESENT
THE SOLE PROPERTY OF THE PARTY FROM WHICH THEY ORIGINATE.

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 INVESTMENT PROGRAM AND TO DEVELOP
PROJECTS AS MUTUALLY AGREED HEREIN.

ENFORCEABILITY
THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH PARTY ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS.

CONSENTS AND AUTHORITY

NO CONSENTS OR APPROVALS ARE REQUIRED FROM ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON FOR IT TO
ENTER INTO THIS AGREEMENT. ALL ACTION ON THE PART OF SUCH PARTY NECESSARY FOR THE AUTHORIZATION,
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY BY SUCH PARTY, HAVE BEEN DULY TAKEN AND GRANTED.

NO CONFLICT
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY IT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY IT DO NOT CONFLICT WITH NOR CONTRAVENE THE PROVISIONS OF ITS ORGANIZATIONAL
DOCUMENTS, NOR 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.

PARTIES AFFIDAVIT
BOTH PARTIES CONFIRM THAT THEY HAVE HAS BEEN AFFORDED THE OPPORTUNITY TO SEEK AND RELY UPON THE 6
ADVICE OF ITS/THEIR OWN ATTORNEYS, ACCOUNTANTS OR OTHER PROFESSIONAL ADVISORS IN CONNECTION WITH
THE EXECUTION OF THIS AGREEMENT. AND BOTH PARTIES UNDERSTAND AND ACCEPT THE WHOLE CONTENT OF THE
PRESENT AGREEMENT AND SHALL HONOR ITS WRITTEN CONDITIONS.

MISCELLANEOUS NOTICE(S) AND WARRANTIES

ANY 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 THE PARTIES HERETO AND/OR PUBLIC NOTARY, SHALL BE CONSIDERED AS AN ORIGINAL,
BOTH LEGALLY BINDING AND ENFORCEABLE FOR THE TERM OF THIS AGREEMENT.

COMMUNICATION
COMMUNICATION WITH BANKS WILL BE LIMITED TO THOSE BETWEEN THE INVESTOR’S BANK AND PARTNER’S
BANK AND ONLY BY BETWEEN AUTHORIZED BANK OFFICERS/REPRESENTATIVES, INCLUDING PRINCIPALS OF THE
INVESTOR AND THE PARTNER, IN THE COURSE OF COMPLETION OF THIS TRANSACTION. NO COMMUNICATION BY ANY
OTHER PARTY IS PERMITTED WITHOUT PRIOR WRITTEN CONSENT OF THE NAMED ACCOUNT HOLDERS.
ANY NOTICE TO BE GIVEN HEREUNDER FROM EITHER PARTY TO THE OTHER SHALL BE IN WRITING AND SHALL BE
DELIVERED BY FAX TO THE TELEFAX NUMBER OR BY E-MAIL-TO-E-MAIL ADDRESS OF THE RESPECTIVE PARTY AS
PROVIDED HEREIN. THE PARTIES AGREE THAT ACKNOWLEDGED E-MAIL OR TELEFAX COPIES ARE TREATED AS LEGALLY
BINDING ORIGINAL DOCUMENTS. E-MAIL COPIES SCANNED AND SENT ON E-MAIL AS PHOTO, OF THIS AGREEMENT
AND EXCHANGE OF CORRESPONDENCE DULY SIGNED AND/OR EXECUTED SHALL BE DEEMED TO BE ORIGINAL AND
SHALL BE BINDING AND ARE REGARDED AS ORIGINAL AND GOOD FOR ANY LEGAL PURPOSE.
SPECIFIC PERFORMANCE; OTHER RIGHTS
THE PARTIES RECOGNIZE THAT SEVERAL OF THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE UNIQUE AND,
ACCORDINGLY, THE PARTIES SHALL, IN ADDITION TO SUCH OTHER REMEDIES AS MAY BE AVAILABLE TO THEM AT LAW OR

SENDER RECEIVER
Agreement number: MPI/SAC/5B/082024
Transaction code: MPI/SAC/5B/082024
Date: August 20, 2024

IN EQUITY, HAVE THE RIGHT TO ENFORCE THEIR RIGHTS UNDER THIS AGREEMENT BY ACTIONS FOR INJUNCTIVE RELIEF
AND SPECIFIC PERFORMANCE.

PRIOR AGREEMENTS; CONSTRUCTION: ENTIRE AGREEMENT

THIS AGREEMENT, INCLUDING THE EXHIBITS AND OTHER DOCUMENTS REFERRED TO HEREIN (WHICH FORM A PART
HEREOF), CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,
AND SUPERSEDES ALL PRIOR AGREEMENT AND UNDERSTANDINGS BETWEEN THEM AS TO SUCH SUBJECT MATTER
AND ALL SUCH PRIOR AGREEMENT 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.

AMENDMENTS
THIS AGREEMENT MAY NOT BE AMENDED, ALTERED OR MODIFIED EXCEPT UPON THE UNANIMOUS BY INSTRUMENT IN
WRITING AND SIGNED BY EACH OF THE SENDER AND THE RECEIVER.

SEVERABILITY
IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD OR DEEMED BY A FINAL ORDER OF A COMPETENT
AUTHORITY TO BE INVALID, INOPERATIVE OR UNENFORCEABLE, SUCH CIRCUMSTANCE SHALL NOT HAVE THE EFFECT
OF RENDERING ANY OTHER PROVISION OR PROVISIONS HEREIN CONTAINED INVALID, INOPERATIVE OR
UNENFORCEABLE, BUT THIS AGREEMENT SHALL BE CONSTRUED AS IF SUCH INVALID, INOPERATIVE OR
UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED HEREIN SO AS TO GIVE FULL FORCE AND EFFECT TO THE
REMAINING SUCH TERMS AND PROVISIONS.

COUNTERPARTS
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE
AND THE SAME AGREEMENT AND SHALL BECOME EFFECTIVE WHEN ONE OR MORE SUCH COUNTERPARTS HAVE BEEN
SIGNED BY EACH OF THE PARTIES AND DELIVERED TO EACH OF THE PARTIES. 7

APPLICABLE LAW; 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 AGREENOT TO ASSERT IN ANY LITIGATION CONCERNING THIS AGREEMENT THE
DOCTRINE OF FORUM NO CONVENIENT.

ARBITRATION
ALL 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 SHALL BE SETTLED BY THE
ARBITRATION IN ACCORDANCE WITH THE ARBITRATION LAWS OF THE ICC. THIS AGREEMENT CONTAINS THE ENTIRE
AGREEMENT AND UNDERSTANDING CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES AND REPLACES
ALL PRIOR NEGOTIATIONS AND PROPOSED AGREEMENTS, WRITTEN OR ORAL. NEITHER OF THE PARTIES MAY
ALTER, AMEND, NOR MODIFY THIS AGREEMENT, EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY BOTH PARTIES.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF PARIS.
IN THE EVENT THAT EITHER PARTY SHALL BE REQUIRED TO BRING ANY LEGAL ACTIONS AGAINST THE OTHER IN ORDER
TO ENFORCE ANY OF THE TERMS OF THIS AGREEMENT THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER
REASONABLY ATTORNEY FEES AND COSTS.

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

SENDER RECEIVER
Agreement number: MPI/SAC/5B/082024
Transaction code: MPI/SAC/5B/082024
Date: August 20, 2024

LOCAL LEGAL PROCESS SHALL BE PRECEDED WITH ACCORDING TO THE PRINCIPAL OF THE ICC AS ABOVE INDICATED.
WHERE JUDICIAL RESOLUTION IS NOT THEREBY ACHIEVED, THIS MATTER SHALL BE SETTLED BY THE ICC ITSELF AND
THE DECISION OF WHICH THE 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.

PENALTY CLAUSE FOR NON-PERFORMANCE:

SHOULD OF THE PARTIES FAIL TO PERFORM IT THIS AGREEMENT, ONCE IT’S BEING SIGNED/SEALED AND THE TERM OF
VALIDITY THEREOF HAD EXPIRED, AND EXCLUDING ANY BANKS DEFAULT OR DELAYS IN PROCESSING WIRE TRANSFERS,
THE PARTY-IN-DEFAULT INDEMNIFIES AND GUARANTEES TO ALL PRESENT CONTRACTUAL PARTIES A TOTAL PENALTY
FEE OF (AGAINST AN OFFICIAL CLAIM AND INVOICE) 0,1% (ZERO POINT ONE PERCENT) FROM THE TOTAL FACE VALUE.
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 WITHIN
10 (TEN) CALENDAR DAYS, OR ELSE THE INJURED PARTY CAN FILE A LEGAL CLAIM AGAINST PARTY –INDEFAULT IN ANY
COURT OF JUDISDICTION OF THEIR CHOICE.

TAXES
ALL PAYMENTS TO BE MADE BY PAYOR TO EACH MASTER PAYMASTER, SHALL BE ALL EXEMPT AND FREE OF ANY
TAXES, AND ANY AND ALL TAXES SHALL BE THE SOLE RESPONSIBILITY OF THE PAYOR ONLY.

WAIVER OF JURY TRIAL

THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

NO RIGHTS OF THIRD PARTIES

THIS AGREEMENT IS MADE SOLELY AND SPECIFICALLY BETWEEN AND FOR THE BENEFIT OF THE PARTIES HERETO
AND THEIR RESPECTIVE MEMBERS, SUCCESSORS AND ASSIGNS SUBJECT TO THE EXPRESS PROVISIONS HEREOF
RELATING TO SUCCESSORS AND ASSIGNS.
NO OTHER PERSON WHATSOEVER SHALL HAVE ANY RIGHTS, INTEREST, OR CLAIMS HEREUNDER OR BE ENTITLED TO 8
ANY BENEFITS UNDER OR ON ACCOUNT OF THIS AGREEMENT AS A THIRD-PARTY BENEFICIARY OR OTHERWISE.

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 SENDER AND THE RECEIVER SHALL BE MADE IN THE SAME CURRENCY IN
WHICH THE SENDER TRANSFERRED THE INVESTMENT FUND. IN ADDITION, ALL CALCULATIONS 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.

SIGNATURES OF THE PARTIES

AS FREE EXPRESSION OF MY WILL, I HEREBY AFFIX BELOW MY SIGNATURE ON THIS DOCUMENT. A FACSIMILE
AND/OR E- MAIL COPY OF THIS DOCUMENT, AND ANY OTHER RELATED DOCUMENTS, SHALL BE ALL DEEMED
EQUALLY VALID AS THE ORIGINAL OF THIS DOCUMENT:

IN WITNESS WHERE OF, THE PARTIES HAVE HERETO EXECUTED THIS AGREEMENT MPI/SAC/5B/082024, ON Date August
20, 2024, AGREED AND ACCEPTED FOR AND ON BEHALF OF PARTY-A AND PARTY-B:

AGREED AND ACCEPTED FOR AND ON BEHALF OF “SENDER” OR “PARTY A”:

MUNDRU PHANINDRA
SENDER RECEIVER
Agreement number: MPI/SAC/5B/082024
Transaction code: MPI/SAC/5B/082024
Date: August 20, 2024

____________________
NAME: MR. MUNDRU PHANINDRA

PASSPORT NO: INDIAN (IND) - S1937469

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AGREED AND ACCEPTED FOR AND ON BEHALF OF RECEIVER” OR PARTY-B:

COMPANY RECEIVER

____________________
NAME: MR.

PASSPORT NO:
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ANNEX 1 – SENDER’S PASSPORT COPY

SENDER RECEIVER
Agreement number: MPI/SAC/5B/082024
Transaction code: MPI/SAC/5B/082024
Date: August 20, 2024

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ANNEX 3 – RECEIVER’S PASSPORT COPY

SENDER RECEIVER
Agreement number: MPI/SAC/5B/082024
Transaction code: MPI/SAC/5B/082024
Date: August 20, 2024

ANNEX 4 - RECEIVER’S CERTIFICAT E OF INCORPORAT ION COPY

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SENDER RECEIVER