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Deeds of Agreement
Deeds of Agreement
CONFIDENTIAL
BETWEEN
MACIEJ MICHALIK
POLAND
PARTY A / AS INVESTOR / SENDER
&
Financial co-operation agreement on delivery of cash funds for investments via WEXFORDREMIT.COM online bank in
amount of ONE HUNDRED MILLION DOLLARS - $ 100,000,000.00 with the possibility of expansion with transfer in
tranches, hereinafter referred to as agreement, is made and effective on this date____________ 2023 by and between
the following parties:
THE PARTY A - the SENDER / INVESTOR:
COMPANY NAME: MM GLOBAL CAPITAL INVESTMENTS LTD
ADDRESS: FRUCHTALLEE 9 STW.EG.20259 HAMBURG, GERMARY
REGISTER NUMBER: 11906700
REPRESENTED BY: MACIEJ MICHALIK
PASSPORT NUMBER: EU4055792
COUNTRY OF ISSUE: POLAND
DATE OF ISSUE: 05/02/2021
DATE OF EXPIRY: 05/02/2031
BANK NAME: DEUTSCHE BANK AG
Party A 1/14Party
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/ZZX2023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/557
Date: ______________ 2023
CONFIDENTIAL
And
The PARTY B - the RECEIVER / DEVELOPER:
COMPANY NAME:
ADDRESS:
REGISTER NUMBER:
REPRESENTED BY:
PASSPORT NUMBER:
COUNTRY OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRY:
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT IBAN:
SWIFT NUMBER:
BANK OFFICER:
WITH FULL LEGAL AND CORPORATE AUTHORITY TO SIGN THIS AGREEMENT, HERE IN AFTER REFERRED TO AS THE
"PARTY A" OR THE “RECEIVER / DEVELOPER”
DEED OF AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION VIA WEXFORDREMIT.COM
The Investor with full legal and corporate authority to sign this Agreement (hereinafter referred to as Party-A and
Receiver with full legal and corporate authority to sign this Agreement (hereinafter referred to as Party — B) on the
other hand, both to get here and individually here in after referred to as the "Parties" conclude an agreement of such
content, hereinafter referred to as the "Agreement":
Party A 2/ 14Party B
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/ZZX2023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/557
Date: ______________ 2023
CONFIDENTIAL
WHEREAS:
Whereas the Parties hereto are desirous of entering into this Agreement for the purpose of developing own
investment projects contemplated herein for the mutual benefit only and not for other purposes whatsoever.
Whereas both Parties hereto warrant that the currencies to be transacted, for making the investments, are all good,
clean and cleared funds of non-criminal origin, without any traces of illegality or unlawfulness whatsoever.
Whereas each Party hereto declares that it is legally empowered, fully authorized to execute and accept this
agreement, as well as agrees to be bound by its terms and conditions under the penalty and other consequences.
Whereas Investor through its WEXFORDREMIT.COM online bank, where the final agreements will be lodged in and
assigned to, confirms and warrants that it has the financial capacity of dollar funds and euro funds to transact under
this Agreement.
Whereas the Parties hereto with full corporate responsibility, under the penalty of perjury, declare that they will upon
the execution of this Agreement complete the transaction contemplated herein, except on circumstances of force
manure and government sanctions, if such appear. The parties hereto shall not be liable for any failure to perform
under the force manure provisions of the ICC, Paris.
Whereas, The Parties hereto are desirous of entering into this Agreement for the purpose of developing own and
common investment in preparation and production of project documentation and implementation and realization of
projects in the field of agriculture for the production of organic food, engagement of renewable energy sources,
construction projects of special importance and housing, development of information technology and humanitarian
purposes in projects contemplated herein for the mutual benefit only and not for other purposes whatsoever; and full
legal and corporate authority to sign this Agreement hereinafter referred to as Receiver or Project Asset manager.
Whereas that the Parties have agreed, Receiver will make new investments and reinvestments exclusively on the
Investor's order, but not more than 50% together with the included costs for associates and intermediaries, while the
remaining 50% will be retained by Receiver for its projects, costs and commission for associates and intermediaries.
Whereas both Parties herein agree that each party has the full right to use and choose whatever company more
suitable to carry out this assignment, to successfully complete the present transaction.
1. SUBJECT OF AGREEMENT:
In accordance with the provisions of this Agreement and general principles and regulations of the management of the
financial resources the Investor instructs, and the Developer undertakes to manage investment plans accepted by
parties and invested by Investor by this Agreement;
The Investor's financial resources made available to the Developer hereinafter referred to as the
"Investments";
According to the laws of and for execution of the Law of About the regime of foreign international investing for two
parties, the subject of this Agreement is a joint investment activity of the Partners, which is not connected with
creation of new legal entities, on the following directions: investments in commercial sphere, social, innovative
projects etc.;
The High Contracting "Parties", in order to strengthen bilateral friendly international relations are intended to
cooperate in the following make own projects at the expense of own funds and financial opportunities as well as
attracting involving partners:
Promoting involvement in the real economy, and private regional priority investment projects;
Promoting a balanced and sustainable growing system of financial support for projects and programs in priority areas;
Minimizing investment and commercial risks involved in the implementation of projects. And also can carry out
reinvestment in the objects of the primary investment and other objects of investment and reinvestment.
ty A 3/ 14Party B
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/ZZX2023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/557
Date: ______________ 2023
CONFIDENTIAL
CONFIDENTIAL
Attracts other legal entities and individuals for realization of the investment programs under the present Agreement;
Attracts investments and financial assets, including CASH and loan facilities of residents and not residents
aimed on execution of investment activity.
Party A 5/ 14Party B
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/ZZX2023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/557
Date: ______________
CONFIDENTIAL
4.1.2.2 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 from FOLDER MO are good, 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.
4.1.2.3. INVESTOR hereby irrevocably agrees to make a transfer the total sum of $ 100,000,000.00 (ONE HUNDERD
MILLION DOLLARS) via WEXFORDREMIT.COM online SWIFT GPI MT103 CASH TRANSFER (FOLDER M0) and the parties
agreed that the First Tranche would be in amount to $ 1,000,000.00 (ONE MILLION DOLLARS), and the tranches of the
Investment Funds to be transferred to the PARTNER WEXFORDREMIT.COM BANK accounts details designated herein.
4.1.2.4. The full amount will be transferred in one, two or more agreed tranches. The time of transfer of each tranche
must be agreed separately.
4.1.2.5. Each tranche of Investment under the present Agreement will be transferred to the above stated bank
accounts of the PARTNER via WEXFORDREMIT.COM SWIFT GPI MT103 CASH TRANSFER (FOLDER MO) from the
INVESTOR’s B!NK; The P!RTNER will manage the investments funds on behalf of INVESTOR as the terms of this
Agreement.
4;1;2;6; !after each transfer of funds into each separate INVESTOR’s Projects, the P!RTNER immediately
provides a copy statement of his account to the INVESTOR to verify the acceptance of the funds for the investment
4.2.2 The Party-A, delivers the first tranche of funds via WEXFORDREMIT.COM GPI SWIFT MT103 CASH TR!NSFER into
receiver’s WEXFORDREMIT.COM Online bank than receiver withdraws to his/her common account and the Party-A
sends below documents to the Party-B’s;
? SWIFT Message Copy
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4.2.3. Within Five (5) banking days, the Party-B’s bank officer delivers “Bank Endorsed Payment Guarantee Letter”
(PGL) for current tranche to the Party -!’s Paymaster Bank officer via email; (Signed and stamped manually with wet
blue ink by two bank officers)
4.2.4. After The Party-!’s Paymaster bank officer confirmed the bank endorsed PGL, The Party -A will send the UETR
CODE, The Party-B's bank complete the transaction and is fully responsible for blocking funds at the Party-B's account
for full redistribution for re-investment purposes via SWIFT MT103(T/T) full payment within three (3) banking days
after transfer the funds of cash, according to the conditions of the Agreement.
Party A 6/ 14Party B
4.2.5. Within three (3) banking days the Party-B’s bank remits re-investment to the Party-A's and
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/ZZX2023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/557
Date: ______________
CONFIDENTIAL
Intermediaries nominated bank accounts on IMPD! and based on “Bank Endorsed Payment Guarantee Letter” issued
by the party-B’s bank; upon completion of the distribution of funds through the bank wire transfers to the respective
receiving beneficiary accounts stated in IMDPA, the Party -B shall then send the transfer proof (copy SWIFT) via email
to all beneficiaries.
4.2.6. Next tranche shall be repeated from article No.2.2 to No.2.5. All subsequent tranches will be based on this
procedure until collateral or funds become exhausted.
4.2.7. Any Unauthorized Bank Calls, Probes or Communications, Or an Improper Solicitation or Disclosure Involving
Any of The Banks Concerned in This Transaction Will Result Immediate Cancellation of This Transaction and Subject
the Violating Party to Damages.
5.1. NO WAY OF COMMUNICATION BETWEEN BANK OFFICERS IS ALLOWED BEFORE SIGNING AND REGISTRATION OF
THE AGREEMENT IN THE RECIPIENT'S BANK, AND AFTER REGISTRATION OF THE
AGREEMENT, THE ONLY WAY OF COMMUNICATION IS ON ACCORDANCE WITH THE AGREEMENT PROCEDURE IS
SWIFT. IF ANY PARTY FAILS TO COMPLY WITH THIS CLAU SE 5.1 THE AGREEMENT WILL BE TERMINATED IMMEDIATELY
CANCELLED AND PROCLAIMED INVALID.
7.1 In connection with present Agreement, the Parties will provide each other with the information concerning
the designated fiduciary banks originating in writing by each Party and is designated as confidential which the Parties
hereby agree to treat as “confidential information”; The Parties understand and agree that any confidential
information disclosed pursuant to this Agreement is secret, proprietary and of great value to each Party which value
may be impaired if the secrecy of such information is not maintained.
7.2 The Parties further agree that they will take reasonable security measures to preserve and protect the secrecy
of such; “confidential information” and will hold such information in trust and not to disclose such information, either
directly or indirectly to any person or entity during the term of this Agreement or any time following the expiration
or termination hereof; provided, however, that the Parties may disclose the confidential information to an assistant,
agent or employee who has agreed in writing to keep such information confidential and to whom disclosure is
necessary for the providing of services under this Agreement.
7.3 Separate introductions made through different intermediary chains may result in other transactions between
the Parties will not constitute a breach of confidential information, provided
ty A 7/ 14Party B
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/ZZX2023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/557
Date: ______________
CONFIDENTIAL
such new chains were not created for purposes of circumvention of the first introducing chain. Copy and
paste signatures are not allowed.
7.3 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 as a breach of this Agreement and shall cause
this Agreement immediate cancellation, and transaction becomes null and void. 4 CODES OF
IDENTIFICATION:
The Parties agree that all documents related to the transactions bear the codes listed on page 01 of this
Agreement and that the said codes remain unchangeable within this Agreement duration, including all
rollovers, extensions and additions.
5 COMMUNICATION:
Communication with banks will be limited to those between the Investor’s bank and Developer’s bank and
only by between authorized bank officers/representatives, including principals of the Investor and the
Developer, 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. 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. 6 VALIDITY:
Once this Agreement is signed by both Parties the transaction shall begin sooner, including Saturdays and
Sunday and any bank holidays.
7 FULL UNDERSTANDING:
The latest edition/signature of this Agreement, executed by each party in originals, represents the full
understanding between the Parties and supersedes all other undertakings, whether verbal or written. All
statements and representations are made without any omission of material fact and with full corporate and
legal responsibility under penalty of perjury.
The Parties hereto accept that should the present Agreement partially or in full be found invalid or
unenforceable pursuant to judicial decree or by virtue of any international regulations related to bank
confirmation of USD/EUR validity, this Agreement shall be reconstructed upon mutual consent and
agreement of both Parties to this commercial Agreement.
Until the physical exchange of original hard copies, the acknowledged fax and/or e-mail copies of this
Agreement shall be deemed original.
The commission payable under this Agreement is to be distributed in accordance with the Irrevocable Fee
Protection Agreement.
8 ASSIGNMENT:
Each Party to this Agreement may assign this Agreement or its total or partial performance hereof to any
other company which assumes the obligations of the assigning party under the terms of the
Party A 8/ 14Party B
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/ZZX2023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/557
Date: ______________
CONFIDENTIAL
assignment. Formal notice of the assignment shall be rendered to the other party to this Agreement
expressly indicating there on the assigner's full contact particulars.
9 TERM OF AGREEMENT:
This Agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of
EC, Switzerland or any other member country of the European Union as it applies. And, said law shall govern
the interpretation, enforce ability, 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.
CONFIDENTIAL
WHEREAS Investor is holding an account with cash funds to be transferred to Partner designated account from one of
the AGREED INSTRUMENTS as listed in TYPE OF INSTRUMENT AVAILABLE in clause DETAILS OF TRANSACTION aiming
at investments: and
WHEREAS Partner is ready, willing, and able to receive said cash funds into its designated account from one of the
AGREED INSTRUMENTS as listed in TYPE OF INSTRUMENT AVAILABLE in clause DETAILS OF TRANSACTION and to
execute the distribution and transfer of said received funds to designated parties and bank accounts via
WEXFORDREMIT.COM SWIFT MT103, in accordance with the terms and
conditions in this Agreement: and
WHEREAS Partner 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 Partner and Facilitator shall authorize
and instruct their designated Trustee to receive said funds and proceed on the agreed distribution and transfer of
cash funds, in accordance with the terms and conditions in this Agreement.
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.
SIGNATURES:
Agreed and accepted by both Parties
INVESTOR OR» PARTY A» DEVELOPER OR “P!RTY B”:
This Master fee protection agreement covers the initial contract and sall include any renewals ,extensions, rollovers, additions or
any new transfer contract any how originated from this transaction because of the above intermediaries or changing codes of
the initial contract entered into between the receiver and seller .
This Master fee protection agreement and any subsequently issue pay orders shall be assignable ,transferable and divisible shall
not be amended without the express written and notarized consent of the receiving beneficiary .All parties agree neither to
circumvent nor to attempt circumvent either for the transaction of this current contract or in the future for period of five (3)years
from the date of the execution of this fee protection agreement. This document binds all parties , their employees, associates
transfers and assigness or designates
Party A 10/ 14Party B
Agreement Number: MCA-RRL-50B-GPIMT103CT-DB-BB/ZZX2023
Transaction Code: DB-GPI-CTS50B-30012023-MCA-RRL-BB/557
Date: ______________
CONFIDENTIAL
All fazes and or emailed signatures shall be considered as original signatures for the purposes of binding
all parties to this agreement. This document may be signed & in any number of counterparts all of which
shall be taken together and shall constitute as being one &same instrument.
Any party may enter into this document and the agreement constituted thereby signing any counterpart
any time ,date or period mention in any provision of this document shall only be amended by agreement
in writing and signed off by the parties concerned.
furthermore ,we agree that any all commissions due shall be paid it the beneficiary as a result of any
extensions or rolls of the contract and that we shall effect all necessary documentation with our bank
without any undue delays to ensure such commissions and paid within the terms of the agreement.
PARTIAL INVALIDITY:
The illegality, invalidity and non enforceable provision of this document under the laws of any jurisdiction
shall not affect it's illegality, validity or enforceability under the law of any other jurisdiction or provision.
CONFIDENTIAL
CONFIDENTIAL