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INVESTMENT AGREEMENT NUMBER:

REFERENCE NO.:

DATE: June 10th, 2021

PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-


OPERATION
This Partnership agreement on investment and financial co-operation (hereinafter referred to as the
Agreement №: volume of investments: € 49.000.000,00 (forty–nine Million EURO)
with rolls and extensions, are into this June 10th, 2021 by and between the following parties:

(Hereinafter referred to as the “Investor” or Party “A”)


COMPANY NAME GJL REAL ESTATE GMBH
COMPANY ADDRESS YOUCO 24 BUSINESS CENTER, KENNEDYALLEE 109, 60596
FRANKFURT- GERMANY
REPRESENTED BY GORDON JAMES LASCHINGER
PASSPORT NUMBER HC184341
COUNTRY OF ISSUE CANADA

BANK NAME DEUTSCHE BANK GERMANY AM FRANKFURT


BANK ADDRESS TAUNUSANILAGE 12, 60325 FRANKFURT, GERMANY
ACCOUNT NAME GJL REAL ESTATE GMBH
ACCOUNT NUMBER/IBAN DE34500700100956712410

SWIFT CODE DEUTDEDBFRA

SEPA CREDIT ID DE32ZZZ00001043302

And

(Hereinafter referred to as the “Developer” or “Party-B”)

COMPANY NAME:
COMPANY ADDRESS:
COMPANY REG.NUMBER:
REPRESENTED BY:
ID NUMBER:
BANK NAME:
BANK ADDRESS:
BANK BIC / SWIFT CODE:
BANK ACCOUNT NAME:

Investor or “Party-A”: Developer or “Party-B “:


INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021

IBAN (EUR):
SEPA CREDIT IDENTIFIER (CID) NUMBER:

Hereinafter Party-A and Party-B referred together to as the Parties.

PREAMBLE :

WHEREAS, in consideration of the promises, mutual covenants, warranties, terms and conditions
herein contained, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned Parties agree and state that they wish to enter into this
Agreement for the joint development of the commercially sound solar, wind and renewable energy, as
well as other infrastructure and humanitarian, ecological and investment projects and programs; under
the following terms and conditions:
➢ The Parties hereto desire to enter into this Agreement for investing in legal commercial
activities anual benefit only.
➢ The Parties hereto warrant that the currencies to be transacted herein are good, clean and
cleared funds of non-criminal origin, without any traces of illegality or unlawfulness whatsoever,
subject to the corresponding assurances of the involved banks.
➢ The Parties confirm that their respective bank officers have been informed and are ready, as
much as necessary, to manage the referenced transaction, as well as are ready to adhere to and
proceed within the terms and conditions of this Agreement. In addition, the Parties shall have this
executed Agreement deposited with their respective transaction banks handling the said investment
and financial transaction.
➢ This Financial Investment Transaction is an Electronic Fund Transfer (EFT) via SEPA SDD B2B
NON RECALLABLE CASH TRANSFER, using this Agreement Procedure as guidelines for the investment
settlement.

I. SUBJECT AND PURPOSE OF AGREEMENT:

1. Under present Agreement Parties have agreed that INVESTOR agrees to invest via SEPA
SDD B2B
NON RECALLABLE CASH TRANSFER to the above named DEVELOPER a sum in the aggregate
amount of€ 49.000.000,00 (forty –nine Million EURO) with possible rolls and extensions, in
Investment tranches with a first tranche of € 125,000 (One Hundred Twenty Five Thousand
EURO), to be agreed additionally, for the purpose specified in the Clause II. of this
Agreement and DEVELOPER irrevocably agrees to receive and accept Investment and utilize
it according to the purposes specified in the Clause II of this Agreement.

Investor or “Party-A”: Developer or “Party-B “:


INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021

2. Places of Business - As the DEVELOPER 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.

3. DEVELOPER shall have full power and authority to supervise and direct the Investment
Funds, including the power and authority to effect transactions in any project, the
environment, construction, research, technology, infrastructure and others without
consultation with INVESTOR, for the amount of 100% (One Hundred percent) of the total
investment.

II. CAPITAL CONTRIBUTION:

2.1. The INVESTOR grants investment under the present Agreement to the DEVELOPER for the
financing of projects as follows but not limited to:

1.1.1. Investment in the project for the development and installation for green energy
and waste management.
1.1.2. Investment in projects for the development of alternative energy.
1.1.3. Development of several companies to work with, in the field of imports and
exports in Western and Eastern Europe etc. Consulting services for the support
and implementation of credit lines.
1.1.4. And at any other place DEVELOPER finds as suitable.
1. INVESTOR hereby warrants and assures to DEVELOPER 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.

1. INVESTOR hereby irrevocably agrees to transfer the aggregate sum of € 49.000.000,00 (forty
–nine Million EURO) with rolls and extensions, in Investment Tranches, with a First tranche of €
€ 125,000 (One Hundred Twenty Five Thousand EURO) and subsequent tranches to be
determined by the Parties mutual agreement, and the tranches of the Investment Funds to be
transferred to the DEVELOPER bank accounts details designated herein.

2. These amounts can be transferred in agreed tranches. The time of transfer of each tranche has
to be agreed separately.
INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021

3. Each tranche of Investment under this Agreement will be transferred to the stated bank
accounts of the DEVELOPER via SEPA/SDD/B2B NON RECALLABLE CASH DOWNLOAD from Developer.

1.a.i.I. DESCRIPTION OF TRANSACTION :

TRANSACTION TYPE: Private investment


TRANSFER MODE: From Investor’s (Party-A) bank irrevocably and unconditionally,
Electronic Fund Transfer (EFT) via SEPA/SDD/B2B NON
RECALLABLE CASH TRANSFER to Developer’s (Party-B) bank
account.
INVESTMENT CURRENCY: Euro (€ EUR).
TOTAL INVESTMENT: € 49,000,000.00 (forty –nine Million EURO)) with Rolls and
Extensions.
1ST TRANCHE: 125,000 (One Hundred Twenty-Five Thousand EURO) with Rolls
and Extensions.
2ND TRANCHE : 125,000 (One Hundred Twenty-Five Thousand EURO) with Rolls
and Extensions
SPECIAL INSTRUCTION: ALL TRANSFER INSTRUCTIONS SHALL STATE: FUNDS ARE CLEAN
AND CLEAR, OF NON-CRIMINAL ORIGIN.

1.a.i.I. TRANSACTION PROCEDURE :

1. After signing agreement Party-B completes a request from SEPA/SDD/B2B payment


request from their internet banking SEPA Portal and send Generated Invoice/draw down
letter and fund status page’s screenshot to Party-A.

2. Party-B will with draw the money and release the money with the mandate code party A
will give him. First tranche in the amount of € 125,000 (One Hundred Twenty-Five
Thousand EURO) NON RECALLABLE CASH TRANSFER through SEPA Direct Debit B2B
system and send Screenshot of Transfer page to Party A. Total contract amount set to be
€ 49.000.000,00 (forty –nine Million EURO) with rolls and extensions.

3. Party-A will check and approve the funds to be released to party B

Investor or “Party-A”: Developer or “Party-B “:


INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021

4. Disbursement according to terms and conditions in this agreement. REMAINDER OF THIS


PAGE LEFT BLANK INTENTIONALLY.

V. INVESTMENT PERIOD:

1. Period of the Investment is 6 (six) years.

2. The first tranche of investment, in the amount of € 125,000 (One Hundred Twenty-Five
Thousand EURO) to be download by the developer in his account immediately upon
signing of this Agreement. The right of downloading the money from developer is given to
him by the Mandate document which is sign from Investor side.

VI. RIGHTS AND OBLIGATIONS OF THE PARTIES:

6.1. INVESTOR irrevocably undertakes to:

1.1.1. Grant to the DEVELOPER Investment in amount and on conditions specified above
and if it necessary in the Addendums of this Agreement.
1.1.2. Make transfer of Investment from clean and clear funds of non-criminal origin,
free of liens and encumbrances.
1.1.3. Control the usage of Investment funds.
1.1.4. INVESTOR must approve all Investment Project(s) and additional contracts. The
decision on whether to invest or not, can only be confirmed by the DEVELOPER.
No Party hereto shall have the right, directly or indirectly, by operation of law or
otherwise, to assign, sell, mortgage, encumber or otherwise transfer all or any
portion of the Investment funds. Only the DEVELOPER is authorized by INVESTOR
to manage the Investment Funds and to execute any contract(s) or other
agreement(s) or document(s) for Investment Service with prior written notice to
the INVESTOR.

6.2. DEVELOPER irrevocably undertakes to:

1.1.1. Lodge present contract in DEVELOPER’S receiving bank and arrange reception of
Investment.
1.1.2. Receive and accept Investment sent by the INVESTOR.
6.3.3. Utilize Investment according to the conditions of granting of the Investment.
INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021

1.1.1. 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.
1.1.1. Subject to the other terms of this Agreement, the business and affairs of the Project
shall be managed solely and exclusively by the DEVELOPER 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.
1.1.2. At INVESTOR’S request, DEVELOPER will provide, or instruct its affiliates to provide,
reports as to the status of the Investment Funds and SERVICE. INVESTOR hereby acknowledges
and agrees that DEVELOPER will not be responsible for the accuracy of any information
disclosed in any such report that may be provided by a third party.

VII. RESPONSIBILITY OF PARTIES:

1. Party, breached its obligation under this Agreement, is obliged immediately inform other Party
and make all depending to eliminate all breaches.

2. Parties carry sole responsibility for their obligations to third persons, if other is not stipulated
hereto and in the Addendums to this Agreement.

VIII. EXPENSES AND LOSSES OF PARTIES; INDEMNITY; TAXES:

1. For the losses, caused by non-fulfillment or/and untimely fulfillment of obligations by any Party,
suffered Party have right to claim compensation for the really originated and documentary confirmed
losses.

2. DEVELOPER 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 DEVELOPER are subject to various markets, currency, economic, political and
business risks, and that those investment decisions will not always be profitable. DEVELOPER 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 DEVELOPER with that degree of care, skill, prudence, and diligence
under the circumstances that a prudent person acting in a fiduciary capacity would use;
(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.

Investor or “Party-A”: Developer or “Party-B “:


INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021

8.3. (a) The Parties shall indemnify each other during the term of this Agreement against all claims,
causes of action, suits, damages, liabilities and expenses (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. Each Party agrees to defend such
claim, suit, action or proceeding at its sole expense;
(b) The Parties shall be responsible for the payment of their 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 this Agreement. In this regard, each Party shall
indemnify and hold the other harmless for any and all liabilities of the other Party.

8.4. Both Parties hereto individually and separately accept liability of taxes, imposts, levies, duties or
charges that may be applicable in the execution of their respective roles in this transaction.

I. PENALTY CLAUSE FOR NON-PERFORMANCE:

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 the Party-in-Default in any
court of jurisdiction within the European Union.

I. LAW AND ARBITRATION:

10.1. This Agreement is a full recourse commercial commitment enforceable under the laws of the
jurisdiction of the countries where this transaction is effectuated, and any dispute is to be resolved
under the ICC rules for arbitration, unless the Injured-Party takes legal action in a court of jurisdiction
under European Union law which shall govern the interpretation, construction, enforceability,
performance, execution, validity and any other such matter regarding this Agreement.

10.2. The Parties hereto acknowledge and agree that any discrepancy and/or dispute in the application
of this Agreement will be solved amicably. If it is not possible, the arbitration procedures are to be
followed.

10.3. This Agreement is intended to be performed in accordance with, and only to the extent permitted
by all applicable laws of jurisdiction, ordinances, rules and regulations. If any provision of this
Agreement be considered invalid or unenforceable, then, the remainder part of this Agreement shall
not be affected (if agreed by both Parties) and shall be enforced to the greatest extend permitted by
law.

I. NON-DISCLOSURE AND NON-CIRCUMVENTION:


INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021

Both Parties are to be bound and to abide by the Non-Circumvention Non-Disclosure (NC/ND) rules of
all issues of the ICC, PARIS/FRANCE, with latest edition to apply in this transaction for a period of five
(5) years, no matter whether direct or indirect.

I. FORCE-MAJEURE:
The "Force Majeure" exception clause of the International Chamber of Commerce (ICC Publication
No. 421) is hereby incorporated in and made an integral part of this Agreement. Party cannot be
held in default if a reason is caused by Force Majeure, as the case may be and when executed by
both Parties.

II. WARRANTIES AND CONFIRMATIONS:

The Parties by signing this Agreement warrant and confirm, with full legal and corporate responsibility,
that all funds transacted in this Agreement shall not be used for:
➢ Achievement of politics and espionage purposes;
➢ Financial speculations and money laundering;
➢ Direct or indirect transactions that may damage the economy of the U.K, Germany, Hong
Kong, U.A.E, U.S.A, Liechtenstein, Switzerland or any other member country of the
European Union and/or other State/Nation;
➢ Purchase of weapons, financing of any wars or terrorist activity; nor ➢ Any other
illegal and criminal transactions.

XIV. 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 I and II.

XV. FURTHER REPRESENTATIONS:

Investor or “Party-A”: Developer or “Party-B “:


INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021

15.1. It is understood that Party-A, as the INVESTOR, is the legal owner of and in full control over the
EURO investment funds described herein and Party-B, as the DEVELOPER, is various commercial and
humanitarian project's developer, projects the environment, construction, research, technology,
infrastructure and others, and ready to proceed under the terms & conditions of this Agreement. 15.2.
Both Parties acknowledge and understand that each signatory Party must have either notarized Power
of Attorney or Board Resolution of Appointment issued by the organization on behalf of which they are
acting, in good and due form, and that any misrepresentation made by themselves is subject to a
PENALTY OF PERJURY pursuant to the FEDERAL ORGANIZED CRIME CONTROL ACT OF 1970 and subject
to damages under the RACKETEER INFLUENCED CORRUPT ORGANIZATION section 1964 RICO ACT.

1.a.I. TERMS OF AGREEMENT:

This contractual agreement is a full recourse commercial commitment enforceable under the laws of
the jurisdiction of the European Union that shall govern the interpretation, enforceability,
performance, execution, validity and any other such matter of this Agreement, which shall remain in
full force and effect until completion of the said transaction, and it is legally binding upon the Parties
signatories, their heirs, successors and assigns, agents, principals, attorneys and all associated partners
involved in this Agreement/contract/transaction.

1.a.I. CODES OF IDENTIFICATION:

The Parties to this Agreement agree that all documents related to this transaction shall indicate the
same transaction- and/or security codes, as indicated herein. These codes shall not be changed during
the term of this transaction, including during any and all rollovers, renewals, extensions and additions.

1.a.II. UNAUTHORIZED BANK COMMUNICATION:

Neither Party is allowed to contact the bank of the other Party without the written authorization for
that of the Party whose bank is to be contacted. Any unauthorized contact act of either Party of this
Agreement is considered a breach of this transaction and shall cause this Agreement immediate
cancellation, and transaction becomes null and void.

1.a.III. CONFIDENTIALITY:

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,
INVESTMENT AGREEMENT NUMBER:
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DATE: June 10th, 2021

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 as determined by the
DEVELOPER in its sole discretion unless this Agreement has been terminated, (ii) Investment Project (s)
that are no longer Active shall be deemed the property of the DEVELOPER, 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 DEVELOPER, but only to the extent they are different than the client lists, models,
processes and procedures currently used by the INVESTOR and/or its affiliates.

2. No Proprietary Information owned solely by one party 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 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.

3. 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;
(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.

19.4. 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) 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.

XX. REPRESENTATIONS AND WARRANTIES:

Investor or “Party-A”: Developer or “Party-B “:


INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021

1. 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 Program and the Subsidiaries.

2. Enforceability. This Agreement constitutes the legal, valid and binding obligation of the Parties,
enforceable in accordance with its terms.

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 Agreement and the consummation of
the transactions contemplated hereby by such party, have been duly taken.

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.

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.

XXI. TERM OF VALIDITY OF AGREEMENT AND AGREEMENT TERMINATION:

1. Present Agreement is valid and coming in full legal force from date of signing by both Parties.
The Agreement shall remain in full force and effect for the period of One (1) year and can be extended
for another year if mutually agreed by the Parties, unless this Agreement is terminated sooner in
accordance with the provisions of this Agreement. This Agreement shall apply to any and all renewals,
extensions, rollovers, additions or any agreements between the Agreement and any third parties or
their assignee’s.

2. Normal termination of this Agreement will occur with the conclusion of all financial transactions
covered under the terms and conditions herein unless otherwise extended in writing by the Parties
Mutual Agreement.

3. The Parties agree that if the Investment Funds transfer is not completed, as per Sections 2.3.
and 3.3. 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.
INVESTMENT AGREEMENT NUMBER:
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DATE: June 10th, 2021

4. The Parties agree that any Party can terminate this Agreement if it can show evidence that any
other Party has NOT fulfilled its obligations as described herein, unless extended in writing by all of the
other Parties, and if terminated, the Party in breach shall be deemed in DEFAULT and all of the other
Parties, 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 and or the laws of Germany.

XXII. MISCELLANEOUS:

1. Notice(s). 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 hereto shall be considered as an original, both legally binding
and enforceable for the term of this Agreement.

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.

3. 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
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 herein and shall not survive the execution and delivery hereof.

4. Amendments. This Agreement may not be amended, altered or modified except (i) upon the
unanimous by instrument in writing and signed by each of the Parties.
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 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 terms and provisions herein.

6. Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance
with the laws of Switzerland.

Investor or “Party-A”: Developer or “Party-B “:


INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021

7. Arbitration. 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 and the Parties hereby agree to
arbitration in Zurich, Switzerland or Dortmund, Germany and the decision of which the Parties shall
consider to be final and binding.

8. No Rights of Third Parties. (i) 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 (ii) no other Person whatsoever shall
have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this
Agreement as a third party beneficiary or otherwise.

9. 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. 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.

11. 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
Private Investment Agreement shall be based on ICC regulations in Paris.

12. Alterations. Any written Alterations, Annexes and Appendices to this Agreement are considered
valid if they are made in written form and signed by Parties. All Annexes and Appendices duly signed
shall be an integral part of this Agreement.

XXIII. ATTACHMENTS TO THE AGREEMENT:

1. Annex No. 1: Copy of Certificate of Incorporation of the Party-A;


2. Annex No. 2: Copy of Passport of the Signer from the Party-A;
3. Annex No. 3: Copy of Passport of the Signer from the Party-B;
4. Annex No. 4: Copy of Certificate of Incorporation of the Party-B;

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
INVESTMENT AGREEMENT NUMBER:
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DATE: June 10th, 2021

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.
AGREED AND ACEPTED BY THE PARTIES
FURTHERMORE, WE, THE UNDERSIGNED PARTIES, HEREBY SWEAR UNDER THE INTERNATIONAL LAWS
OF PERJURY AND FRAUD THAT THE INFORMATION PROVIDED BY US HEREIN IS ACCURATE AND TRUE,
AND ARE READY PROCEED WITH THIS TRANSACTION.

XXIV. PARTIES SIGNATURES:

INVESTOR: DEVELOPER:

NAME: GORDON JAMES LASCHINGER NAME:


COMPANY: GJL REAL ESTATE GMBH COMPANY:

Corporate Title: Corporate Title:


CEO
Passport Number: HC184341 ID Number:
Date: 19 JUKY 2021 Date:

“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.a.i.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

1.a.i.2. Electronic Commerce Agreement (ECE/ TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade
Facilitation and Electronic Business (UN/CEFACT).

1.a.i.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.

Investor or “Party-A”: Developer or “Party-B “:


INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021

ELECTRONIC SIGNATURE IS VALID AND LEGALLY – BINDING AS AN ORIGINAL IF


TRANSMITTED IN SECURE AND CERTIFIED *. PDF FORMAT

ANNEX NO. 1: INVESTOR / PARTY A - ID COPY:


INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021

ANNEX NO. 2: CERTIFICATE OF INCORPORATION OF PARTY A

Investor or “Party-A”: Developer or “Party-B “:


INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021


INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021

ANNEX NO. 3: DEVELOPER / PARTY B- PASSPORT COPY:

Investor or “Party-A”: Developer or “Party-B “:


INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021

ANNEX NO. 4: CERTIFICATE OF INCORPORATION OF PARTY B


INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021

INVESTOR: DEVELOPER:

NAME: FRANZ ROTTER NAME:


COMPANY: VOESTALPINE HIGH PERFORMANCE METALS COMPANY:
GMBH
Corporate Title: Corporate Title:
Passport Number: ID Number:
Date: Date:

“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.a.i.4. 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

1.a.i.5. Electronic Commerce Agreement (ECE/ TRADE/257, Geneva, May 2000) adopted by the United Nations Centre
for Trade Facilitation and Electronic Business (UN/CEFACT).

Investor or “Party-A”: Developer or “Party-B “:


INVESTMENT AGREEMENT NUMBER:
REFERENCE NO.:

DATE: June 10th, 2021

1.a.i.6. 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 SIGNATURE IS VALID AND LEGALLY – BINDING AS AN ORIGINAL IF
TRANSMITTED IN SECURE AND CERTIFIED *. PDF FORMAT

*** THE END OF THE AGREEMENT ***

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