INVESTMENT AGREEMENT №.

# 20190205-1001

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INVESTMENT AGREEMENT №# 20190205-1001

THIS AGREEMENT IS SIGNED/EXECUTED ON THE Thursday, 27 June 2019, BY
AND BETWEEN:

PARTY-A, MR. SEYED REZA MOUSA VI JAZA YERI, HEREINAFTER REFERRED ALSO AS
INVESTOR, ON THE ONE SIDE,

INVESTOR NAME: MR. SEYED REZA MOUSA VI JAZA YERI

ADDRESS: SCHAUMAINKAI, 60594 FRANKFURT AM MAIN, GERMANY
PASSPORT NO. 439155755
ISSUED DATE 18/02/15
DATE OF EXPIRY 17/02/25
ISSUED PLACE USA
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS: FRANKFURT AM MAIN GERMANY
BANK OFFICER/S ANTHONI WIX
BANK FAX NO: + 49 7621 98180
ACCOUNT NUMBER: 672323573767818852334
ACCOUNT NAME: SEYED REZA MOUSAVI JAZA YERI
SWIFT CODE: DEUTDEFFXXX

AND-

PARTY-B, ONE EMJJ REALTY BUILDERS & SUPPLY, INC., COMPANY REG. NO.
CS201422194, 4961 GUERRERO STREET, POBLACION, MAKATI CITY: REPRESENTED
BY ENGR. OSCAR F. NUÑEZ, HEREINAFTER REFERRED ALSO AS PARTNER, ON THE
OTHER SIDE,

BANK NAME: PHILIPPINE NATIONAL BANK (PNB)

BANK ADDRESS: 2233 CHINO ROCES AVENUE, MAKATI CITY
BANK OFFICER: CRISTINA D. RAGAS
SWIFT: PNBPHMM
IBAN :
ACCOUNT NAME: ONE EMJJ REALTY BUILDERS & SUPPLY, INC.
TELEPHONE: 02-813-4012
FAX: 02-893-9206
BANK OFFICER E-MAIL: pmobro@pnb.com.ph / pmosso1@pnb.com.ph
COMPANY NUMBER: 0917 638 9787 / 0908 120 1711

Investor:
Partner:
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1. Matter of Agreement.

1.1. Under present Agreement Parties have agreed that Investor as charity humanitarian
organization irrevocably agrees to invest to the Partner sum, specified in the p.2.2. of
the present Agreement for the purpose specified in the p.2.1.of the present Agreement
(further summary – “Investment), and Partner irrevocably agrees to receive and accept
Investment and utilize it according to the purposes specified in the p.2.1. of the
present Agreement.

2. Conditions of Investment.

2.1. Investments, according to the present Agreement, are passed by the Investor to the
Partner to finance projects/programs of promotion at the discretion of the Partner.
2.2. Total amount of investment under the present Agreement is €50,000,000.00 (Fifty
million Euros).Total amount of Investment under the present Agreement will be
transferred to the Partner’s banking account specified in the present Agreement by first
tranches €3,000,000.00 (Three million Euro)via SWIFT MT 910 from the Investor’s
bank.
2.2. Each tranche of the Investment under the present Agreement will be sent by the
Investor to Partner’s designated bank in term of 3 (three) banking days from the moment
of SWIFT MT 104 issue by the Partner’s bank.
2.3. The investment will be made by clean and clear money funds of non-criminal origin,
free of liens and encumbrances.
2.4. Partner bears full responsibility for appropriate utilization of investment.

3. Rights and obligations of the Parties.

3.1. Investor irrevocably undertakes to:

3.1.1. Grant to the Partner Investment in amount and on conditions specified in the chapter
2 of the present Agreement.
3.1.2. Transfer Investment onto the Partner’s banking account via the SWIFT wire transfer
according to the conditions of Investment specified in the chapter 2 (two) of the present
Agreement.
3.1.3. Make transfer of Investment from clean and clear money funds of non-criminal origin,
free of liens and encumbrances.

3.2. Partner irrevocably undertakes to:

3.2.1. To issue first tranche SWIFT MT 104 by Partner’s bank within 3 (three) banking days
after the present Investment Agreement is signed by both Parties.
3.2.2. Receive and accept Investment sent by the Investor.
3.2.3. Utilize Investment according to the conditions of granting of the Investment.
3.2.4. In any and every case, to not use directly or indirectly Investment, profit received from
investment or reinvestment for all and any illegal activity, including but not limited to
the: weapons and warfare trade, illegal drug and narcotics trade, criminal and/or
terroristic activity, slavery, piracy etc.

Investor:
Partner:
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4. Expenses and losses of Parties.

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

5. Term of validity of Agreement and termination of Agreement.

5.1.Present Agreement is valid from moment of its signing.

5.2. Present Agreement shall be considered as finished after successful completing by Parties
its respective obligations under present Agreement and settle all payments.
5.3. Present Agreement can be terminated by mutual written decision of all Parties of present
Agreement.

6. Responsibility of Parties.

6.1. Party, breached it’s obligation under present Agreement, is obliged immediately inform
about such fact other Party and make all depending from it to eliminate all breaches.
6.2. Parties carry sole responsibility for their obligations to third persons, if other is not
stipulated in additional agreements about responsibility to third persons.

7. Disputes settlement.

7.1. All disputes and disagreements, arising from present Agreement or connected with it are
settled, if possible, by negotiations between Parties.
7.2. In case if Parties are failed to settle all disagreements in negotiations, than matter will
be settled in court in legal order.

8. Changing conditions of Agreement.

8.1. Conditions of present Agreement are obligatory to all Parties of Agreement and can be
changed only with mutual agreement of all Parties of Agreement, made on written.
Parties will insert all changes and additions in Appendices to the present Agreement,
which are integral part of present Agreement, in order, specified in present Agreement.
8.2. No Party has right to transfer its rights under present to third person without written
permission of other Parties of Agreement.

9. Penalty clause for non-performance:

9.1. Should any of the Parties fail to perform in this Agreement, once its being signed/sealed
and the term of validity thereof had expired, and excluding any banks default or delays
in processing wire transfers, the Party-in-Default indemnifies and guarantees to all
present contractual parties a total penalty fee of (against an official claim and invoice) 1%
(one percent) of the face value of this Agreement.
9.2. The only party allowed to make a claim under this Agreement, if any, is either Party-A or
Party-B. And, any claim must be first proven by the Injured-Party and invoice settled by
the Party-in-Default within 10 (ten) calendar days, or else the Injured-Party can file a
legal claim against Party-in-Default in any court of jurisdiction of their choice.

Investor:
Partner:
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10. Other conditions.

10.1. In all questions, connected with force–majeure circumstances, Parties of the present
Contract are directed by terms and regulations of INCOTERMS – 2018.
10.2. Only those workers of Parties, directly connected with performing of work under
present Agreement, can be acquaint with granted information.
10.3. Present Agreement is concluded in 4 (four) hardcopies all have equal juridical force.
10.4. Present Agreement signed in electronic form has equal juridical force as original.

27 June 2019

Signatures of Partiers

INVESTOR ___________________________________

Name: SEYED REZA MOUSA VI JAZA YERI

Passport No.: 439155755
Issue date: 18/02/ 15
Expiry date: 17/02/25

PARTNER ___________________________________

Name: ENGR. OSCAR F. NUÑEZ

Title: PRESIDENT/CEO
Company: ONE EMJJ REALTY BUILDERS & SUPPLY, INC.
Passport: P1718155A
Issue date: 25 JAN 2017
Expiry date: 24 JAN 2022

Investor:
Partner:
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PASSPORT COPY OF INVESTOR

Investor:
Partner:
 INVESTMENT AGREEMENT №. # 20190205-1001

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PASSPORT COPY OF PARTNER REPRESENTATIVE

Investor:
Partner:
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Investor:
Partner:
 INVESTMENT AGREEMENT №. # 20190205-1001

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The Investor: details & Lender Banking Details:

The Investor: details & Lender Banking Details (62.5 % sixty two and a half percent):

ACCOUNT NAME AND OWNER: MICHAEL FUSSEL/ TEZIST HOLDING

BANK: STADTSPARKASSE WUPPERTAL

BANK ADDRESS: ISLANDUFER 15, 42130 WUPPERTAL, GERMANY

IBAN: DE77330500000000882464

SWIFT CODE: WUPSDE33XXX

BANK OFFICER: CHRISTOPHER FUDICKAR

EMAIL: CHRISTOPHER-FUDICKAR@SPARKASSE-WUPPERTAL.DE

TELEFON: +49 202 4885610

FAX: +49 202 4887610

«END OF DOCUMENT»

Investor:
Partner: