AGREEMENT No: GUL-CQL-MT-103-02112023

TRANSACTION CODE: 3812DEUTAG398547

DATE: December 09,2023

ASSIGNMENT AGREEMENT

This ASSIGNMENT AGREEMENT made on this day December 09, 2023 by and between

HEREINAFTER REFERRED TO AS “ASSIGNOR” OR SENDER OR PARTY A

COMPANY NAME: GCUBE UNDERWRITING LIMITED
COMPANY ADDRESS: 155 FENCHURCH ST, LONDON, EC3M 6AL, UNITED KINGDOM
REGISTRATION NUMBER: 6245947
REPRESENTED BY: MR. Wilhelm Soller /CEO
PASSPORT NUMBER: C23YZ6F76
DATE OF ISSUE: 12.01.2021
DATE OF EXPIRY: 11.01.2031
ISSUING COUNTRY: GERMANY
BANK COORDINATES
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS: Taunusanlage 12, Frankfurt AM Main, 60524, GERMANY
ACCOUNT NAME: GCUBE UNDERWRITING LIMITED
IBAN: DE31500700107818852334
SWIFT CODE: DEUTDEFFXXX
BANK OFFICER: Mr. STEFAN SCHMIDT-WINKEL
BANK OFFICER PHONE/E-mail Tel.: +49 30 656 60 10 Fax: +49 30 656 60 20
[email protected]
And

HEREINAFTER REFERRED TO AS “ASSIGNEE” OR PARTY B

COMPANY NAME:

COMPANY ADDRESS:
REGISTRATION NUMBER:

REPRESENTED BY:
PASSPORT NUMBER:
DATE OF ISSUE:
DATE OF EXPIRY:
ISSUING COUNTRY:
BANK COORDINATES
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:

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 AGREEMENT No: GUL-CQL-MT-103-02112023
TRANSACTION CODE: 3812DEUTAG398547
DATE: December 09,2023

ACCOUNT NUMBER(IBAN):

SWIFT CODE:
BANK OFFICER:
BANK OFFICER PHONE/E-mail

Hereinafter Jointly Named as „Parties”

In consideration of the mutual covenants herein contained and other good and valuable
consideration, the sufficiency of which is hereby acknowledged and witnessed:

WHEREAS, Assignor entered into a Contract with Assignee, identified as agreement on delivery of
cash funds in amount of €3,000,000,000,000.00 (Three trillion euro) for investments transferred
via swift MT103 CASH TRANSFER, AGREEMENT NUMBER: GUL-CQL-MT-103-02112023,
TRANSACTION CODE: 3812DEUTAG398547, signed on dated 02.11.2023, hereinafter “Contract”;
WHEREAS, Assignee herewith confirm that he received from Assignor, copy of Private Investment
AGREEMENT NUMBER: GCB-MDV/3T/MT103CT/130922(TM), TRANSACTION CODE:
3812DEUTAG398547, signed on dated 10.09.2022, MESSAGE OUTPUT REFERENCE:
20220913DEUTDEDB101672327573767818852334, TRANSACTION REFERENCE NUMBER:
658249782158902, by and between GCUBE UNDERWRITING LIMITED, as Investor and MEDEVI
GMBH as Service Provider as well as copy of SWIFT transfer of subject funds issued by Deutsche
Bank AG. Assignor verified successfully the above mentioned documents and funds and confirm he is
ready and able to accept the subject funds in Deutsche Bank according to the present Agreement.

WHEREAS, Assignor confirm and guarantee that the subject funds have never been downloaded by
above mentioned Service Provider and are in Deutsche Bank AG under his control. Assignor is legal
owner of FINAL ACCES CODES.

WHEREAS, Assignor assigns all of its rights and obligations under the Contract to Assignee;
WHEREAS, the Contract requires the prior written consent of the parties.

NOW THEREFORE, Assignor and Assignee agree as follows:

1. With the present Assignment Agreement, Assignor hereby assigns all its right, title and interest
and delegate all its obligations, responsibilities and duties for the subject folder in Deutsche
Bank AG, Frankfurt-am-Main, Germany in and according to the Contract, to Assignee.
2. After signing of the present Agreement Assignee will sign re-investment Agreements and The
BANK PAYMENT GUARANTEE LETTER with bank acceptance and after that Assignor will
provide a message in the Final Access Codes for transfer of funds from one account to another
inside Deutsche Bank.
3. Assignee hereby accepts the assignment of all of Assignor’s obligations responsibilities and
duties under the Contract and all of Assignor’s right, title and interest for the subject folder in
Deutsche Bank AG, TAUNUSANLAGE 12, FRANKFURT AM MAIN, GERMANY, in and according to
the Contract.
4. Notwithstanding the foregoing, Assignor agrees to defend and indemnify assignee from any and
all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorneys’
fees and other costs of defences and damages, resulting from Assignor’s performance prior to
the assignment of the contract and resulting from Assignee’s performance after the assignment

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 AGREEMENT No: GUL-CQL-MT-103-02112023
TRANSACTION CODE: 3812DEUTAG398547
DATE: December 09,2023

of the Contract, provided however, that after the assignment of the AGREEMENT NUMBER:
GCB-MDV/3T/MT103CT/130922(TM), TRANSACTION CODE: 3812DEUTAG398547, signed
on dated 10.09.2022, MESSAGE OUTPUT REFERENCE:
20220913DEUTDEDB101672327573767818852334, TRANSACTION REFERENCE
NUMBER: 658249782158902, shall first look to Assignee to satisfy all claims, actions,
judgments, liabilities, proceedings and costs, including reasonable attorneys’ fees and other
costs of defences and damages resulting from Assignee’s performance.
5. Assignee agrees to indemnify Assignor from any and all claims, actions, judgments, liabilities,
proceedings and costs, including reasonable attorneys’ fees and other costs of defences and
damages, resulting from Assignee’s performance after the assignment of the Contract.
6. Assignee in executing its consent to this Assignment, does not release Assignor from any claims
or remedies it may have against Assignor under the Contract.
7. Procedure for exchange of Final Access Codes and folder/funds as well as issuing of BPGL
with bank acceptance will be agreed by separate Protocol.

IN WITNESS WHEREOF, the parties set their hands and seals as of the date first above written by
their duly authorized representatives.

For and on behalf of PARTY-A / ASSIGNOR Company: GCUBE UNDERWRITING LIMITED

NAME: MR. Wilhelm Soller /CEO

POSITION: CEO
PASSPORT Nº: C23YZ6F76 ……………………………………………
ISSUING COUNTRY: GERMANY Signature and Corporate Stamp
DATE OF ISSUE: 12.01.2021
DATE OF EXPIRY: 11.01.2031
DATE OF SIGNATURE: 09-12.2023

For and on behalf of PARTY-B / ASSIGNEE Company:

NAME:
POSITION: ……………………………………………
PASSPORT Nº: Signature and Corporate Stamp

ISSUING COUNTRY:
DATE OF ISSUE:
DATE OF EXPIRY:
DATE OF SIGNATURE:

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 AGREEMENT No: GUL-CQL-MT-103-02112023
TRANSACTION CODE: 3812DEUTAG398547
DATE: December 09,2023

application: Protocol to the ASSIGNMENT AGREEMENT

MT103 CASH TRANSFER PROCEDURES (GENERAL):

1- PARTY A/ ASSIGNOR and PARTY B/ ASSIGNEE, execute, sign and seal this contract which
thereby automatically becomes a full commercial recourse contract on the date of the signing by
both parties.

2- Immediately following the completion of all fields in this contract and its signing by THE
PARTIES, whereas Party A guarantee that the euro funds are good, clean, able to be transferred
freely and of non-criminal origin, derived from legitimate business, without any liens or
encumbrances. The funds belonging to the provider shall be remitted through Deutsche Bank
internal swift MT103 CASH TRANSFER.

3- After signing of the present Agreement Assignee will sign re-investment Agreements and The
Irrevocable Pay Order letter, Sender Bank sends SWIFT MT199 redirection to receiver Bank
Coordinates. Receiver issues bank endorsed PGL in exchange for Final Access Codes for transfer
of funds from one account to another inside Deutsche Bank.

4- And resulting from Party B's performance after the assignment of the Contract, provided
however, that after the assignment of the AGREEMENT NUMBER:
GCB-MDV/3T/MT103CT/130922(TM), TRANSACTION CODE: 3812DEUTAG398547, signed
on dated 10.09.2022, MESSAGE OUTPUT REFERENCE:
20220913DEUTDEDB101672327573767818852334, TRANSACTION REFERENCE
NUMBER: 658249782158902 , shall first look to Assignee to satisfy all claims, actions,
judgments, liabilities, proceedings and costs, including reasonable attorneys’ fees and other
costs of defences and damages resulting from Assignee’s performance.

5- This is an internal cash swap operated by Deutsche bank itself, by internal swift MT103 CASH
TRANSFER. Transferal of funds are sent to the receiver’s floating balance and then the Deutsche
bank security codes and passwords are added (link and channel codes). These codes have to be
actively inputted/digitized by the receiver’s bank officer to accept the incoming cash funds,
(posting in the commercial account of the beneficiary), then consolidate the incoming cash
funds. A direct bank officer to bank officer writ a communication is available by internal
Deutsche bank chat screen in case of technical difficulty.

6- Whereas, Party A, as the provider, coordinates with the receiver the execution of this transaction
until it is successfully completed and monitors that all parties involve shall comply with the
procedures, terms, and conditions specified in this contract.

7- After processing and receiving funds, Party B will immediately transfer the rates written in the
payment guarantee letter owners of right, from the time of receipt the cash via swift MT103
CASH TRANSFER, In consideration of the mutual covenants herein contained and other good and
valuable consideration, the sufficiency of which is hereby acknowledged and witnessed.

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 AGREEMENT No: GUL-CQL-MT-103-02112023
TRANSACTION CODE: 3812DEUTAG398547
DATE: December 09,2023

For and on behalf of PARTY-A / ASSIGNOR Company: GCUBE UNDERWRITING LIMITED

NAME: MR. Wilhelm Soller /CEO

POSITION: CEO
PASSPORT Nº: C23YZ6F76
ISSUING COUNTRY: GERMANY
DATE OF ISSUE: 12.01.2021
DATE OF EXPIRY: 11.01.2031
DATE OF SIGNATURE: 09-12.2023
……………………………………………
Signature and Corporate Stamp

For and on behalf of PARTY-B / ASSIGNEE Company:

NAME:
POSITION:
PASSPORT Nº:

………………………………………
Signature and Corporate Stamp
ISSUING COUNTRY:
DATE OF ISSUE:
DATE OF EXPIRY:
DATE OF SIGNATURE:

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 AGREEMENT No: GUL-CQL-MT-103-02112023
TRANSACTION CODE: 3812DEUTAG398547
DATE: December 09,2023

IRREVOCABLE DISBURSEMENT UNDERTAKING

(AN INTEGRAL PART OF THE MAIN BEARING AGREEMENT NO. GUL-CQL-MT-103-02112023
TRANSACTION CODE: 3812DEUTAG398547 )
I, Mr….. ……., holder of …………. Passport No…….., the undersigned, legally representing,
……………………………………RECEIVER (PARTY-B), acting with full responsibility, hereby irrevocably and
unconditionally, without protest or notification, without prejudice, recourse, or delay guarantee to
pay to the beneficiaries listed on the final Irrevocable Master Disbursement & Pay order Agreement
(IMDPA) that will be attached to the Irrevocable Payment Guarantee letter (IPGL), via Wire transfer,
at the time of settlement of each tranche of the transaction.

I, Mr.. …………………..authorised signatory of ………… shall disburse the payments as agreed and given in the
Irrevocable Master Disbursement and Pay Order Agreement attached to the IPGL, which is an integral
part of this agreement, recipients in Euro as below stated, for the total of as in this agreement for
each and every tranche(s) delivered, including rolls and extensions (if any).

[a] Within three (3) banking days after Receiver’s (Party-B) bank’s receipt, authentication and credit of
the transferred funds to our account, to transfer or cause the receiving bank to transfer to the Investor
(party-A) and their consultants, payments equal to FIFTY PERCENT (50%) of the face value of each
tranche transfer.

[b] Within three (3) banking days after Receiver’s (Party-B) bank’s receipt, authentication and credit of
the transferred funds to our account, to transfer or cause the receiving bank to transfer or cause to be
provided to ALL consultants/beneficiarie on RECEIVER SIDE (Party-B), payments equal to TEN PERCENT
(10%) of the face value of each tranche transfer.

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 ICC laws.

This undertaking with the main agreement shall be lodged in our bank and a copy will be
forwarded to all beneficiaries.

Accepted without change.

For and on behalf of PARTY-B / ASSIGNEE Company:

NAME:
POSITION: ……………………………………………
PASSPORT Nº: Signature and Corporate Stamp

ISSUING COUNTRY:

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 AGREEMENT No: GUL-CQL-MT-103-02112023
TRANSACTION CODE: 3812DEUTAG398547
DATE: December 09,2023

DATE OF ISSUE:
DATE OF EXPIRY:
DATE OF SIGNATURE:

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 AGREEMENT No: GUL-CQL-MT-103-02112023
TRANSACTION CODE: 3812DEUTAG398547
DATE: December 09,2023

ANNEX A

INVESTOR PASSPORT COPY

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 AGREEMENT No: GUL-CQL-MT-103-02112023
TRANSACTION CODE: 3812DEUTAG398547
DATE: December 09,2023

ANNEX B

INVESTOR CERTIFICATE OF INCORPORATION

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 AGREEMENT No: GUL-CQL-MT-103-02112023
TRANSACTION CODE: 3812DEUTAG398547
DATE: December 09,2023

ANNEX C

RECEIVER PASSPORT COPY

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 AGREEMENT No: GUL-CQL-MT-103-02112023
TRANSACTION CODE: 3812DEUTAG398547
DATE: December 09,2023

ANNEX D

RECEIVER CERTIFICATE OF INCORPORATION

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 AGREEMENT No: GUL-CQL-MT-103-02112023
TRANSACTION CODE: 3812DEUTAG398547
DATE: December 09,2023

ELECTRONIC SIGNATURE IS VALID AND

ACCEPTED AS HAND SIGNATURE EDT
(ELECTRONIC DOCUMENT TRANSMISSIONS)
EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any
provisions of this Contract. As applicable, this Agreement shall be:
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. Electronic Commerce Agreement (ECE/ TRADE/257, Geneva, May 2000) adopted by the United
Nations Centre for Trade Facilitation and Electronic Business(UN/CEFACT).
3. EDT 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.

ELECTRONIC TRANSMISSIONS: Each party is to sign and initial this Agreement and send copies to the
other party via Electronic Mail and shall 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 all Parties. The parties consent and agree to be bound contractually 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) electronically to each other, in generally-acceptable business formats
(such as, but not limited to, Microsoft Excel PowerPoint). Both Parties specifically agree to do business
with each other electronically.
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.

  END THE AGREEMENT  

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