Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
Page 1 of 19
AGREEMENT ON DELIVERY OF CASH FUNDS FOR INVESTMENTS
TRANSFER VIA IP/IP CODE SERVER
No.: EUR 40B/04/IPIP/BARC-DB/2019
This Agreement on Delivery of Cash Funds for Investments Transfer via IP/IP Code Server No.: XXXXXXX, Transacti
on Code EUR 40B/04/IPIP/BARC-DB/2019 becomes legally effective as of May 6th, 2019 or becomes null and void a
utomatically if Receiver's all missing Codes and Permits listed in Article III are not submitted for verification to and
approval by Sender, which is entered into by and between the following Parties:
PARTY-A / SENDER / PROVIDER:
COMPANY NAME
COMPANY ADDRESS
REGISTRATION NUMBER
REPRESENTED BY
PASSPORT NUMBER
PLACE OF ISSUE
PASSPORT ISSUE DATA
PASSPORT EXPIRY DATA
BANK NAME
BANK ADDRESS
ACCOUNT NAME
BANK SWIFT CODE
ACCOUNT NUMBER IBAN (EUR)
BANK OFFICER
BANK TELEPHONE / FAX
SIMS GBR MIRCEA PAKAY & BUDESCU IOAN
A.D. VOGELHARDT 8 D-76149 GERMANY
201700002022
Mr. MIRCEA PAKAY & Mr. IOAN BUDESCU, CEO
C8RZ2XFLH & MZ 023033
GERMANY & ROMANA
03.07.2014 & 04.11.2011
03.07.2024 & 02.11.2021
DEUTSCHE BANK PRIVAT UND GESCHÄFTSKUNDEN AG
KAISERSTRAßE 90, D-76133 KARLSRUHE, GERMANY
SIMS GBR MIRCEA PAKAY & BUDESCU IOAN
DEUTDEDB660
DE51660700240097750400
MR. CHRISTIAN SEWING
+49 721 13080, +49 69 910-00 / +49 69 910-34 225
(HEREINAFTER REFERRED TO AS THE "FIRST PARTY" OR "SENDER / PARTY-A"),
And
COMPANY NAME
COMPANY ADDRESS
REGISTRATION NUMBER
REPRESENTED BY
PASSPORT NUMBER
PLACE OF ISSUE
PASSPORT ISSUE DATA
PASSPORT EXPIRY DATA
BANK NAME
BANK ADDRESS
ACCOUNT NAME
BANK SWIFT CODE
ACCOUNT NUMBER IBAN (EUR)
BANK OFFICER
BANK TELEPHONE / FAX
“SECOND PARTY” with full legal and corporate authority to sign this Agreement, hereinafter referred to as “SERVICE PRO
VIDER / RECEIVER” / PARTY-B", ON THE OTHER SIDE:
PARTY-B / RECEIVER / SERVICE PROVIDER:
(HEREINAFTER REFERRED TO AS THE "SECOND PARTY" OR "SERVICE PROVIDER / RECEIVER" / PARTY-B"),
PARTY A _________________________
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
Page 2 of 19
HEREINAFTER JOINTLY REFERRED TO AS “THE PARTIES”, with full legal and corporate authority to sign this Agreeme
nt.
WHEREAS, are individually known as First Party/or Sender and Second Party/or Receiver and jointly known as Parties; and
WHEREAS, Sender is holding an account at BANK with cash funds to be transferred to Second Party’s designated Accoun
t via IP/ IP Code Server aiming at investments; and
WHEREAS, Receiver is ready, willing and able to receive said cash funds into its designated account via IP/IP Code Serve
r and to execute the distribution and transfer of said received funds to designated parties and bank accounts via SWIFT Mes
sage MT103, in accordance to the terms and conditions in this Agreement; and
WHEREAS, 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 authorise and instruct their de
signated Trustee to receive said funds and proceed on the agreed distribution and transfer of cash funds, in accordance to t
he terms and conditions in this Agreement;
NOW, THEREFORE, it is agreed as follows:
First Party’s Statement
Sender represents and warrants that it has full corporate responsibility permission to enter into this Agreement. It hereby dec
lares 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.
By signing this Agreement, Sender represents and warrants that it is giving to Receiver and its designated parties, full legal
authority to receive said cash funds via IP/IP Code Server and distribute and transfer cash funds via SWIFT Message MT10
3, as per agreed terms and conditions in this Agreement.
DETAILS OF TRANSACTION INSTRUMENT: via IP/IP
INSTRUMENT
TOTAL
FIRST TRANCHE
EACH FOLLOWING TRANCH
E
PAYMENT
NOTE
IP SPECIAL TRANSFER SWIFT
€40,000,000,000.00 (FORTY BILLION EUROS)
€100,00.00 (ONE HUNDRED MILLION EUROS)
TO BE AGREED
SWIFT MT103/202 SAME DAY SETTLEMENT
PAYMENT WITHIN SEVENTY TWO (72) HOURS AFTER THE TRANSFER VIA IP/IP
RECEIVER’S PROJECT
CONSULTANT FEES RECEIVER
CONSULTANT FEES INTERMEDIARY
CONSULTANT FEES SENDER
SENDER’S PROJECT
40% (FORTY PERCENT) OF TOTAL CONTRACT VALUE
5% (FIVE PERCENT) OF TOTAL CONTRACT VALUE
5% (FIVE PERCENT) OF TOTAL CONTRACT VALUE
5% (FIVE PERCENT) OF TOTAL CONTRACT VALUE
45% (FORTY FIVE PERCENT) OF TOTAL CONTRACT VALUE
PARTY А / SENDER'S DESIGNATED BANK ACCOUNT DETAILS:
COMPANY NAME:
COMPANY ADDRESS:
COMPANY REG. NUMBER:
REPRESENTED BY:
PASSPORT NUMBER:
PASSPORT ISSUE DATE:
PASSPORT EXPIRY DATE:
COUNTRY OF ISSUE:
PARTY A _________________________
SIMS GBR MIRCEA PAKAY & BUDESCU IOAN
A.D. VOGELHARDT 8 D-76149 GERMANY
201700002022
MIRCEA PAKAY & IOAN BUDESCU
C8RZ2XFLH and MZ 023033
03.07.2014 and 04.11.2011
03.07.2024 and 02.11.2021
GERMANY and ROMANIA
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
BANK INSTITUTION
BANK ADDRESS
TRANSACTION CODE
CLIENT NAME:
ACCOUNT NUMBER / IBAN:
BIC / SWIFT CODE:
BANK OFFICER NAME:
BANK OFFICER TEL.:
CLEARING HOUSE CODE:
GLOBAL SERVER IP:
GLOBAL SERVER ID:
IDENTITY CODE:
UTR:
TRANSACTION CODE ID:
REFERENCE NO.:
UNIQUE TRANSACTION NO. (UTR):
REFERENCE NO.:
COMMON ACCOUNT NO.:
IDENTITY CODE:
SORT CODE:
RECEIVING SERVER IP:
FARM:
CLIENT NAME:
USER NAME:
USER ID:
PERMIT ARRIVAL MONEY N:
WTS SERVER:
LOGON DOMAIN:
LOGON SERVER:
FARM NAME:
USER NAME:
USER ID:
AGREEMENT AMOUNT:
FIRST TRANCHE:
Page 3 of 19
DEUTSCHE BANK PRIVAT- UND GESCHAFTSKUNDEN AG
KAISERSTRAßE 90, D-76133 KARLSRUHE, GERMANY
14-88/BFH/08/03L-13M
SIMS GBR MIRCEA PAKAY & BUDESCU IOAN
DE51660700240097750400
DEUTDEDB660
MR. CHRISTIAN SEWING, CHIEF FINANCIAL OFFICER
+49 69 910-00 / +49 69 910-34 225
DEUT-HEBA37890672
27C DB FR DE 17BEH
DEUT997856743216
090512DEUTDEFFXXX886479
DEUT997856743216
DEUT997856743216
DEUT997856743216
947259564
27C DE FR DE 17BEH 27C
FARM 42 / 107
SIMS GBR MIRCEA PAKAY & BUDESCU IOAN
DEUBA
FRAESWDBEP 21
FARM 42 / 107
493069K1
FGN470
€40,000,000,000.00 (FORTY BILLION EUROS)
€100,000,000.00 (ONE HUNDRED MILLION EUROS)
PARTY B / RECEIVER'S DESIGNATED BANK ACCOUNT DETAILS:
COMPANY NAME:
COMPANY ADDRESS:
COMPANY REG. NUMBER:
REPRESENTED BY:
PASSPORT NUMBER:
PASSPORT ISSUE DATE:
PASSPORT EXPIRY DATE:
COUNTRY OF ISSUE:
BANK INSTITUTION
BANK ADDRESS
TRANSACTION CODE
CLIENT NAME:
PARTY A _________________________
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
ACCOUNT NUMBER / IBAN:
BIC / SWIFT CODE:
BANK OFFICER NAME:
BANK OFFICER TEL.:
CLEARING HOUSE CODE:
GLOBAL SERVER IP:
GLOBAL SERVER ID:
IDENTITY CODE:
UTR:
TRANSACTION CODE ID:
REFERENCE NO.:
UNIQUE TRANSACTION NO. (UTR):
REFERENCE NO.:
COMMON ACCOUNT NO.:
IDENTITY CODE:
SORT CODE:
RECEIVING SERVER IP:
FARM:
CLIENT NAME:
USER NAME:
USER ID:
PERMIT ARRIVAL MONEY N:
WTS SERVER:
LOGON DOMAIN:
LOGON SERVER:
FARM NAME:
USER NAME:
USER ID:
SORT CODE
WTS SERVER
AGREEMENT AMOUNT:
FIRST TRANCHE:
Page 4 of 19
€40,000,000,000.00 (FORTY BILLION EUROS)
€100,000,000.00 (ONE HUNDRED MILLION EUROS)
PROCEDURES:
1. SENDER AND RECEIVER EXECUTE, SIGN AND SEAL THIS DEED OF AGREEMENT WITH THE DISTRIBUTION OF
THE FUNDS AS STATED COMMISSIONS, WHICH THEREBY AUTOMATICALLY BECOMES A FULL COMMERCIAL
RECOURSE CONTRACT.
2. RECEIVER IS OBLIGATED TO PROVIDE THE SENDER WITH NECESSARY DETAILS (ACCOUNT, BENEFICIARY
CODES, PASSWORD, ID CODE ETC) FOR THE UPLOAD OF THE FUNDS TO THE COMMON ACCOUNT BY THE
SENDER'S BANK OFFICER.
3. THE SENDER WILL PROVIDE TO THE RECEIVER A SECURE COPY OF THE SERVER SLIP WITH THE DETAILS
OF THE TRANSFER (ACCOUNT, BENEFICIARY, AMOUNT, ID CODE, TRANSACTION CODE ETC). THIS SCREEN WILL
BE HAVING THE FOLLOWING CODES BUT MISSING THE FINAL CODES FOR COMPLETE THE DOWNLOAD OF THE
FUNDS INTO THE RECEIVER'S CORPORATE ACCOUNT:
● FINAL CODE
● INTERBANK BLOCKING CODE
● SORT CODE
● RELEASE CODE
● ACCESS CODE
PARTY A _________________________
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
●
●
●
●
●
Page 5 of 19
TRANSACTION CODE
DEPOIST CODE
FED CODE
FINAL BLOCKING CODE
TRANSFER CODE
4. RECEIVER BANK LOCATE AND BLOCK THE FUNDS IN FAVOUR OF THE RECEIVER AND PROVIDE SENDER
WITH AUTHENTIC SCREENSHOT CONFIRMING THAT THE FUNDS ARE LOCATED AND BLOCKED IN FAVOUR OF THE
RECEIVER. ALSO, RECEIVER BANK ENDORSES THE PAYMENT GUARANTEE LETTER(S)- (PGLs).
5. UPON RECEIPT AND VERIFICATION OF THE PROVIDED SCREENSHOT AND PGLs, THE SENDER PROVIDES
THE FINAL CODE TO RECEIVER.
6. RECEIVER’S BANK OFFICER DOWNLOADS THE FUNDS INTO THE BANK LEDGER ACCOUNT, REMITS TO
RECEIVER ACCOUNT AND THEN RE-DISTRIBUTE, FOR RE-INVESTMENT PURPOSES, THE FUNDS VIA SWIFT
MT103/202, FEES PAID BY THE RECEIVER ACCORDING TO PRE-ISSUED AND ENDORSED PAYMENT GUARANTEE
LETTER(S)-PGLs.
NOTE: THE RECEIVER HEREBY CERTIFIES THAT THE DOCUMENTS MENTIONED IN THE ARTICLES 3 AND 4 OF TH
IS PROCEDURE IS NECESSARY AND CONDITIONS ARE SUFFICIENT FOR THE SUCCESSFUL COMPLETION OF TH
E TRANSACTION. THE PARTIES SHALL NOT NOMINATE ADDITIONAL REQUIREMENTS FOR SUBMISSION OF DOC
UMENTATION AND OTHER BANK CONFIRMATIONS.
Please note: there is no Sender’s bank officer involvement at any stages of the download. No phone or screen verification a
t all. Please make sure that receiver’s bank officer will not be provided by any authorisation or contact with Sender's bank of
ficer. The Receiver hereby agrees and confirms that the Sender is to provide him with a copy of server slip only. No any othe
r documents will be required by the Receiver from the Sender during fulfilment hereof.
SPECIAL CONDITIONS
1) The Sender must provide the ATV (Authorisation to Verify) addressed to the Receiver. It's for the file only and not to be us
ed by the Receiver. The ATV must be wet and original signature and not digital signature of the Sender.
2) Upon first tranche sent by the Sender the full Transmission Slips of MT103/202 (with full download codes and full unblocki
ng codes) must be provided immediately.
3) In some cases the Sender must additionally provide of black screen shots (if this will be required by the Receiver's separa
te request).
NON-SOLICITATION
Receiver hereby confirms and declares that Sender, its associates or representatives or any person or persons on its behalf
has/have never been solicited by any party, its shareholders or associates or representatives in any way whatsoever that ca
n be construed as a solicitation for this transaction or for future transactions.
Any delay in or failure of performance by either party of their respective obligations under this agreement shall constitute a b
reach 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, Flood, Earthquake or other natural disast
ers. Any other cause not within the control of such party or which is by exercise of reasonable diligence, the party will be una
ble to foresee or prevent or remedy.
REPRESENTATIONS AND WARRANTIES
Organisation It is duly organised, validly existing and in good standing under the laws of its jurisdiction of formation with all r
equisite power and authority to enter into this Agreement, to perform its obligations hereunder and to conduct the business o
f the Program and the Subsidiaries. This Agreement constitutes the legal, valid and binding obligation of such party enforcea
ble in accordance with its terms.
PARTY A _________________________
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
Page 6 of 19
Consents and Authority No consents or approvals are required from any governmental authority or other Person for it to e
nter into this Agreement. All action on the part of such party necessary for the authorisation, execution and delivery of this A
greement and the consummation of the transactions contemplated hereby by such party, have been duly taken.
No Conflict The execution and delivery of this Agreement by it and the consummation of the transactions contemplated her
eby by it do not conflict with or contravene the provisions of its organisational 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 asset
s are subject.
Receiver It has been afforded the opportunity to seek and rely upon the advice of its own attorney, accountant or other profe
ssional advisor in connection with the execution of this Agreement. The Parties shall do so in respect of each other and unde
r this Agreement written conditions.
Miscellaneous Notice(s) Any modifications, amendments, addendum or follow on contracts will be executed by the two aut
horised signatories respectively. When signed and referenced to this Agreement, whether received by mail or facsimile trans
mission as all and any facsimile or photocopies certified as true copies of the originals by the Parties hereto shall be conside
red as an original, both legally binding and enforceable for the term of this Agreement.
Specific Performance; Other Rights The Parties recognise that several of the rights granted under this Agreement are uni
que and, accordingly, the Parties shall, in addition to such other remedies as may be available to them at law or in equity, ha
ve 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 agreements and understandings between them as to such subject `matter and all such prior agree
ments and understandings are merged herein and shall not survive the execution and delivery hereof. In the event of any co
nflict between the provisions of this Agreement and those of any joint ventures agreement, the provisions of the applicable jo
int venture agreement shall control. This Agreement may not be amended, altered or modified except (i) upon the unanimou
s by instrument in writing and signed by each of Sender and Receiver.
Sever-ability If any provision of this Agreement shall be held or deemed by a final order of a competent authority to be invali
d, inoperative or unenforceable, such circumstance shall not have the effect of rendering any other provision or provisions h
erein 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 s
ame agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties a
nd delivered to each of the Parties. This Agreement shall be governed by and construed in accordance with the laws of the
UK. 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.
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 w
ay relating to this agreement shall be settled by the arbitration in accordance with the arbitration laws of the ICC. This agree
ment contains the entire agreement and understanding concerning the subject matter hereof and supersedes and replaces a
ll prior negotiations and proposed agreements, written or oral. Neither of the parties may alter, amend, nor modify this agree
ment, except by an instrument in writing signed by both parties. This agreement will be governed by and construed in accord
ance with the laws of United Kingdom. In the event that either party shall be required to bring any legal actions against the ot
her in order to enforce any of the terms of this agreement the prevailing party shall be entitled to recover reasonably attorney
fees and costs.
PARTY A _________________________
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
Page 7 of 19
Every attempt shall be made to resolve disputes arising from unintended or inadvertent violation of this contractual agreeme
nt as far as possible amicably. In the event that adjudication is required local legal process shall be preceded with according
to the principal of the ICC as above indicated. Where judicial resolution is not thereby achieved, this matter shall be settled b
y 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.
No Rights of Third Parties (i) This Agreement is made solely and specifically between and for the benefit of parties hereto
and their respective members, successors and assigns subject to the express provisions hereof relating to successors and a
ssigns, and (ii) no other Person whatsoever shall have any rights, interest, or claims here-under or be entitled to any benefits
under or on account of this Agreement as a third party beneficiary or otherwise.
Survival The covenants contained in this Agreement which, by their terms, require performance after the expiration or termi
nation of this Agreement shall be enforceable notwithstanding the expiration or other termination of this Agreement.
Currency Any exchange of funds between Sender and Receiver shall be made in the same currency in which Sender transf
erred the investment fund (Article III; Section 3.0.5.; (b)). In addition, all calculations pursuant to this Agreement and any join
t venture agreement shall be based on ICC regulations.
IN WITNESS WHEREOF, the Parties have hereto executed this Agreement on this April 25, 2019.
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 docu
ment, and any other related documents, shall be all deemed equally valid as the original of this document.
AGREED AND ACCEPTED FOR AND ON BEHALF OF PARTY-A AND PARTY-B:
“SENDER” OR “PARTY A”
“RECEIVER” OR “PARTY B”
Company: SIMS GBR MIRCEA PAKAY & BUDESCU IOAN Company:
Company Name:
SIMS GBR MIRCEA PAKAY & BU
DESCU IOAN
Company Name
:
Represented By:
Mr. MIRCEA PAKAY &
Mr. IOAN BUDESCU, CEO
C8RZ2XFLH & MZ 023033
Represented By
:
Passport Numb
er:
Country of Issu
e:
Date of Issue:
Date of Expiry:
Date:
Passport Numbe
r:
Country of Issue
:
Date of Issue:
Date of Expiry:
Date:
GERMANY & ROMANA
03.07.2014 & 04.11.2011
03.07.2024 & 02.11.2021
6th of March 2019
PARTY A _________________________
6th of March 2019
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
Page 8 of 19
“ACCEPTED AND AGREED WITHOUT CHANGE”
"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 & National Commerce Act’’ or such o
ther applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001)
2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United N
ations 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. Eithe
r Party may request hard copy of any document that has been previously transmitted by electronic means provid
ed however, that any such request shall in no manner delay the parties from performing their respective obligati
ons and duties under EDT instruments.
SENDER’s PASSPORT COPY:
PARTY A _________________________
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
Page 9 of 19
SENDER’s REGISTRATION DOCUMENT:
PARTY A _________________________
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
Page 10 of 19
RECEIVER PARTY’s PASSPORT COPY:
PARTY A _________________________
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
Page 11 of 19
RECIVER’s REGISTRATION DOCUMENT:
PARTY A _________________________
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
Page 12 of 19
ANNEX-1 IRREVOCABLE MASTER FEE PAYMENT AGREEMENT
I, the undersigned, NAME OF THE RECEIVER (hereinafter referred to as the Receiver and Payer of the present
fees, acting with full corporate and legal responsibility, hereby irrevocably and unconditionally, without protest or
notification, without prejudice, recourse or delay guarantee to make the split and disburse the total of 60% of
the transaction face-value for every tranche as per the below bank accounts designated by each below
beneficiaries group Master Paymaster of this Agreement dated March 29th, 2019 upon each and every
investment tranche received.
This IMFPA shall remain in effect until this transaction, including any renewals, extensions and additions are fully
completed.
Both Parties have decided to invest mainly in companies and projects that are acting in the fields of global charity,
real estate and infrastructure, mining as well as producing renewable energy, with either the installation of photovoltaic power plants or micro-hydro power plants world-wide, and not only.
This Fee Agreement (the IMFPA), if and when transmitted by facsimile or electronic mail shall be considered an
original, legally enforceable document. Generally recognized International Standards of Non-Circumvention and
Non-disclosure are applicable for a period of Five (5) Years from the date of this document or the last date of the
contract, including any renewals, extensions and additions when fully completed and executed, and we agree
to respect those.
We hereby declare that we are fully aware that the information received from you is in direct response to our
request and is not in any way considered or intended to be a solicitation of funds of any sort, or any type of
offering, and is intended for our general knowledge only. We hereby affirm, under penalty of perjury, that we
have requested information from you and your organization by our free choice and will, and that you have not
solicited us in any way. Intermediaries and Master Paymasters are NOT Advisors of any kind.
The Parties to this Fee Agreement are independent contractors and all contemplated payments and/or
disbursements hereunder are divided interests. Nothing in this Fee Agreement construes or creates a
partnership or employer/employee relationship between or among the Parties hereto. All taxes, federal, state,
canton or other are the independent responsibility of each of the beneficiary of the funds hereto.
The above stated Codes and any other identification data shall remain the same and shall not be changed until
this transaction is fully completed, including any renewals, extensions and additions. The above Transaction
Code may be amended only by mutual consent of the both Parties hereto. This transmission via e-mail will be
accepted as an original and I confirm that I have the authority to execute this Fee Agreement.
This Fee Agreement shall be lodged into our bank and a copy of it shall be confirmed and forwarded by
responsible bank-officer directly to each beneficiary groups representing Master Paymaster (designated herein
below) via e-mail.
This Fee Agreement, once executed by both Parties, becomes effective as of the date first written above. Any
and all official notice(s) exchanged by the Parties hereto shall be send to the first mentioned address (es) herein
or as may be time-to-time provided by separate addenda hereto.
Receiver/Payer, upon investment funds being cleared and credited to its account, is entitled to retain the total of
40% (FORTY PERCENT) investments received on its own account or can transfer them to wherever it wants
and disburses the balance of 60% (SIXTY PERCENT) of the total investments, funds received to Master
Paymasters accounts in accordance with this Fee Agreement. This Fee Agreement shall be lodged into our bank
and a copy of it shall be forwarded to each Master Paymaster via e-mail. And, we agree to the above Fee
Agreement in its entirety. A facsimile or electronically transmitted copy of this duly executed document by both
Parties shall be deemed original.
PARTY A _________________________
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
Page 13 of 19
NOTE: WITHIN THREE (3) BANKING DAYS AFTER TRANSFER VIA IP/IP CODE SERVER, TRANSFER OF
FUNDS TO THE RECEIVING ACCOUNTS, RECEIVER WILL SEND 60% (SIXTY PERCENT) OF FACE VALUE
TO FUNDS THE FOLLOWING DESIGNATED ACCOUNTS VIA SWIFT MT 103/202 ACCORDING TO THE
GIVEN IMFPA IN ANNEХ 1.
PARTY-“A” FUNDS PROVIDER SIDE: 45% ( FORTY PERCENT) OF DOWNLOADED AMOUNT AFTER
BANK CHARGES: (CLOSED)
BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
SWIFT
BANK OFFICER
BANK TELEPHONE
BANK FAX
PARTY-“A” CONSULTANTS FEES PROVIDER SIDE: 5% (FIVE PERCENT) OF DOWNLOADED AMOUNT
AFTER BANK CHARGES: (CLOSED)
BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
SWIFT
BANK OFFICER
BANK TELEPHONE
BANK FAX
PARTY-“C” CONSULTANTS FEES INTERMEDIARY: 5% (FIVE PERCENT) OF DOWNLOADED AMOUNT
AFTER BANK CHARGES: (CLOSED)
BANK NAME
DBS BANK (H.K.) LIMITED
BANK ADDRESS
11th Floor, The Center, 99 Queen’s road, Central, HONG KONG SAR CHINA
ACCOUNT NAME
ACCOUNT NUMBER
SWIFT
BRANCH CODE
BANK OFFICER
BANK EMAIL
BANK TELEPHONE
DERIN FRANCO MARIO GIUSEPPE
000137376
DHBKHKHH
991
TERESA M.S. FUNG
teresamsfung@dbs.com
PARTY-“B” FUNDS RECIEVER SIDE: 40% (FORTY PERCENT) OF DOWNLOADED AMOUNT AFTER BANK
CHARGES: (OPEN)
BANK NAME
PARTY A _________________________
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
Page 14 of 19
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
SWIFT
BANK OFFICER
BANK TELEPHONE
BANK FAX
PARTY-“B” CONSULTANTS FEES RECIEVER SIDE: 5% (FIVE PERCENT) OF DOWNLOADED AMOUNT
AFTER BANK CHARGES: (OPEN)
BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
SWIFT
BANK OFFICER
BANK TELEPHONE
BANK FAX
EACH ABOVE-NAMED MASTER PAYMASTER RESERVES THE RIGHT TO CHANGE ITS BANKING
COORDINATES AT ANY TIME AND WHENEVER NECESSARY BY SENDING TO PAYER AT LEAST 24
HOURS PRIOR WRITTEN NOTICE WITH ALL NEW BANKING COORDINATES.
ALL PARTIES, INCLUDING EACH PROJECT MANAGER, MASTER PAYMASTER, AND ANY PARTY LINKED
TO THIS TRANSACTION, AGREES NOT TO CIRCUMVENT, AVOID, BYPASS OR OBVIATE EACH OTHER
DIRECTLY OR INDIRECTLY, TO AVOID PAYMENTS IN ANY TRANSACTION PENDING OR IN THE FUTURE,
FOR AS LONG AS THE PRIVATE INVESTMENT AGREEMENT REMAINS IN FORCE BETWEEN THE
CONTRACTUAL PARTIES, OR FOR A PERIOD OF FIVE (5) YEARS FROM THE DATE OF EXECUTION OF
THIS IPO SHOULD NO CONTRACT RESULT.
AT NO TIME SHALL ANY PARTY DISCLOSE OR OTHERWISE REVEAL TO ANY THIRD PARTY ANY
CONFIDENTIAL DATA, CODE OR REFERENCE, AND/OR ANY SUCH OTHER INFORMATION ADVISED TO
THE OTHER PARTY AS BEING CONFIDENTIAL OR PRIVILEGED WITHOUT THE FORMAL WRITTEN
PERMISSION OF THE OTHER PARTY.
THIS DOCUMENT INCLUDES THE STANDARD INTERNATIONAL NON-CIRCUMVENTION AND
NONDISCLOSURE (NC/ND) AGREEMENT, AS SET FORTH BY THE INTERNATIONAL CHAMBER OF
COMMERCE (ICC 500/600) AND SHALL BE ADHERED BY ALL PARTIES INVOLVED.
THE UNDERSIGNED DOES HEREBY IRREVOCABLY GUARANTEE WITH FULL LEGAL AUTHORITY
AND CORPORATE RESPONSIBILITY, AND UNDER PENALTY OF PERJURY, TO PROVIDE SUBJECT TO
THE TERMS AND CONDITIONS OF THIS FEE AGREEMENT A NON-RECOURSE PROJECT FUNDING AND
INVESTMENT FUNDS PROTECTION FOR A TOTAL FACE VALUE OF THE ABOVE PRIVATE INVESTMENT
AGREEMENT, WITH POSSIBLE ROLLOVERS AND EXTENSIONS.
THIS IPO DOCUMENT IS A FULL RECOURSE COMMERCIAL COMMITMENT BY THE PAYER THAT IS
PARTY A _________________________
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
Page 15 of 19
CONCLUDED IN ENGLISH LANGUAGE UNDER THE SWISS LAW, WHICH JURISDICTION SHALL GOVERN
THE CONSTRUCTION, INTERPRETATION, EXECUTION, VALIDITY, ENFORCEABILITY, PERFORMANCE
AND ANY OTHER MATTERS RELATED TO THE ABOVE REFERENCED PRIVATE INVESTMENT
AGREEMENT, INCLUDING AGREEMENT BREACH OR CLAIM BREACH THEREOF.
THE PARTIES AGREE TO HAVE ANY SUCH MATTER ARBITRATED UNDER THE RULES OF THE ZURICH
COURT OF INTERNATIONAL ARBITRATION, IN SWITZERLAND, IN ACCORDANCE WITH THE RULES AND
PROCEDURE OF THE SAID COURT.
JUDGMENT UPON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF,
AND THE PREVAILING PARTY SHALL RECOVER HIS ATTORNEYS FEES, EXPENSES, COSTS AND
TREBLE DAMAGES, TOGETHER WITH PREJUDGMENT INTEREST, COMPOUNDED ANNUALLY AT THE
RATE OF 5% (FIVE PERCENT).
THE PARTIES HERETO FURTHER HEREBY WAIVE ANY CLAIM AGAINST OR OBJECTION TO IN
PERSONS JURISDICTION AND VENUE IN THE COURTS OF CITY OF ZURICH. THE SIGNING PARTIES
HEREBY ACCEPT SUCH SELECTED JURISDICTION AS THE EXCLUSIVE VENUE.
EACH PROJECT MANAGER/BENEFICIARY SHALL HAVE A LEGAL LIEN-RIGHT ON EACH AND EVERY
FUND TRANSACTED HEREIN, THAT ARE THE SUBJECT OF THIS TRANSACTION AND/OR WHICH
AMOUNT IS DUE FOR PAYMENT, IN THE EVENT THE PAYOR IS IN DEFAULT AND HAS NOT MADE THE
DISBURSEMENT PAYMENTS, AS COMMITTED/UNDERTAKEN HEREIN, UPON UNBLOCKING/
DOWNLOADING OF THE FUNDS.
UNDER NO CIRCUMSTANCES WHATSOEVER MAY THE PAYOR WITHDRAW THIS IMFPA/IPO OR
OTHERWISE INSTRUCT HIS BANK TO DISHONOUR ANY PRESENT PAYMENT DUE OR DEMAND
HEREUNDER BY ANY PROJECT MANAGER/BENEFICIARY, ONCE THE IMFPA/IPO IS LODGED WITH THE
PAYING BANK FOR THE COMPLIANCE AND SETTLEMENT.
THE PROJECT MANAGERS/BENEFICIARIES TO THIS AGREEMENT ARE ALL THIRD PARTY
BENEFICIARIES, WHOSE FUNDS SETTLEMENT ARE HANDLED EXCLUSIVELY VIA MASTER
PAYMASTERS ACCOUNTS DESIGNATED HEREIN ABOVE.
AS AN ACCEPTANCE OF THE TERMS AND CONDITIONS TO THE UNDERLYING FINANCIAL
TRANSACTION, THE PRIVATE INVESTMENT AGREEMENT, ENTERED INTO BY AND BETWEEN THE
PARTY-A/SENDER/INVESTOR AND PARTY-B/RECEIVER/PAYER OF THE PRESENT FEES.
“SENDER” OR “PARTY A”
“RECEIVER” OR “PARTY B”
Company: SIMS GBR MIRCEA PAKAY & BUDESCU IOAN Company:
Company Name:
SIMS GBR MIRCEA PAKAY & BU
DESCU IOAN
Company Name
:
Represented By:
Mr. MIRCEA PAKAY &
Mr. IOAN BUDESCU, CEO
Represented By
:
PARTY A _________________________
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
Passport Numbe
r:
Country of Issue
:
Date of Issue:
Date of Expiry:
Date:
C8RZ2XFLH & MZ 023033
GERMANY & ROMANA
03.07.2014 & 04.11.2011
03.07.2024 & 02.11.2021
6th of March 2019
Page 16 of 19
Passport Numb
er:
Country of Issu
e:
Date of Issue:
Date of Expiry:
Date:
6th of March 2019
“ACCEPTED AND AGREED WITHOUT CHANGE”
"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 & National Commerce Act’’ or such o
ther applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001)
2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United N
ations 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. Eithe
r Party may request hard copy of any document that has been previously transmitted by electronic means provid
ed however, that any such request shall in no manner delay the parties from performing their respective obligati
ons and duties under EDT instruments.
SENDER’s PASSPORT COPY:
PARTY A _________________________
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
Page 17 of 19
SENDER’s REGISTRATION DOCUMENT:
PARTY A _________________________
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
Page 18 of 19
RECEIVER PARTY’s PASSPORT COPY:
PARTY A _________________________
PARTY B __________________________
Investment Agreement No.: SIM/MORECLA/IPIP/05/2019
Transaction Code No.: EUR 40B/04/IPIP/BARC-DB/2019
Date: May 6th, 2019
Page 19 of 19
RECIVER’s REGISTRATION DOCUMENT:
*** END OF DOCUMENT ***
PARTY A _________________________
PARTY B __________________________