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0% found this document useful (0 votes)
214 views22 pagesMerged 2021 12 23 21-56-55
investment agreement
Uploaded by
Morris RubioCopyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF or read online on Scribd
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INVESTMENT AGREEMENT
STP MODE MANUAL DOWNLOAD
Transaction Code:
Agreement No: 12232021STP
This Agreement No.{12232021STP | on delivery of cash funds for investments transferred, hereinafter
referred to as Agreement, is made and effective on this date, 23 December 2021 by and between:
PARTY-A OR INVESTOR
COMPANY NAME: PT. JAYA BERKAT SINERGI PRIMA
‘ADDRESS: ‘SOHO CAPITAL CENTRAL PARK LT.32 # 3207
JL. LETJEN S. PARMAN KAV 28, JAKARTA BARAT, DKI
JAKARTA, INDONESIA 11470
JAKARTA SELATAN 12160.INDONESIA,
REPRESENTED BY: | DJUMARLIN
PASSPORT NO.: 6927626
COUNTRY OF ISSUE: _| INDONESIA
DATE OF ISSUE: 24.08.2020
DATE OF EXPIRY: 24.08.2025
NAME OF BANK: PT. BANK NEGARA INDONESIA (PERSERO) TBK
‘And PARTY-B OR PARTNER
COMPANY NAME: —_| STE. TRADIMIS.A.R.L
‘ADDRESS: N* 24 BIS BOUHAMID EL FOUKANI 52450 MY ALI CHERIF
ER- RISSANI MAROC (MOROCCO).
REPRESENTED BY: _| MR.ZAID TAGHLAOUI
PASSPORT NO.: NJO615274
COUNTRY OF ISSUE: _| MOROCCO
DATE OF ISSUE: (02.08.2020
DATE OF EXPIRY: (02.08.2025
NAME OF BANK: BANK OF AFRICA (EX « BMCE BANK »)
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SENDER:
RECEIVER :Page 1 of22 INVESTMENT AGREEMENT
‘STP MODE MANUAL DOWNLOAD
Transaction Code:
‘Agreement No: 12232021STP
The Investor and the Partner are jointly known as the Parties.
With full legal and corporate authority to sign this Agreement, in consideration of the premises and the
mutual promises and covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.
WHEREAS:
1. __ Investor agrees to send/place € 50,000,000,000.00 (Fifty Billion EURO) via STP Mode/protocol (see
ANNEX 7) from his account at PT. BANK NEGARA INDONESIA (PERSERO) TBK to Partner for Investment in
REAL ESTATE.
2. Partner is ready, willing and able to receive the above instrument/funds via stipulated mode/protocol
and also guarantees and has personally verified under his responsibility that its receiving banks authorized
by Central Bank pertaining to receive/download these funds via STP Mode/protocol, said cash funds into its
designated account and to execute the distribution and transfer of said received funds to designated parties
and local bank accounts via bank wire transfer or draft cheques, in accordance to the terms and conditions
in this Agreement:
3. Partner Agrees to invest 50% (_FIFTY___ PERCENT) of the funds into projects benefiting the
Investor and yielding better than market average results. 10% (Ten Percent) of the received funds will be
allocated to the administrators and intermediaries for the projects. And 40% (FORTY Percent) will be
allocated for future use to be determined strictly by Investor and ready and available within 72 hours from
receipt of these funds which will be placed in holding accounts designated by the investor.
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RECEIVER :Page2of22
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oom Prana] ‘STP MODE MANUAL DOWNLOAD
Transaction Code:
‘Agreement No: 12232021STP
INVESTMENT AGREEMENT
NOW THEREFORE, THE PARTIES AGREED AS FOLLOWS:
A. Investor represents and warrants that it has full corporate responsibility permission to enter into this
‘Agreement. It hereby declares 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.
B. Investor represents and warrants that it is giving to Partner and its di
authority to download said cash funds via STP MODE/PROTOCOL MT103 MANUAL DOWNLOAD and
distribute and transfer cash funds via wire bank transfer, as per agreed terms and conditions in this
Agreement.
C. Details of the transaction:
TRANSACTION:
TOTAL FACE VALUE: ‘€ 50,000,000,000.00 (FIFTY BILLION EURO) R&E
FIRST TRANCHE € 10,000,000.00 (TEN MILLION EURO)
SECOND TRANCHE ‘€ 100,000,000.00 (ONE HUNDRED MILLION EURO)
THIRD TRANCHE TBA
SUBSEQUENT TRANCHES _| As agreed between both parties
SENDING BANK: PT. BANK NEGARA INDONESIA (PERSERO) TBK
PAYOUT RATI PARTY “A” — 50% (incl. sender commissions
Intermediaries and Administrators - 10%
PARTY “B”— 40% (incl receiver commissions)
DELIVERY: BY MT103 (STP MODE/PROTOCOL)
PAYMENT: BY MT103
DURATION OF PAYMENT:
PAYMENT WITHIN 48 hours BANKING HOURS AFTER
DOWNLOAD OF THE INVESTOR FUND'S TO THE BENEFICIARIES
[AS PER ANNEX 5 IMFPA.
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SENDER:
Pray
RECEIVER :Page 3 of22
nated Trustees 1 and 2, full legal INVESTMENT AGREEMENT
‘STP MODE MANUAL DOWNLOAD
Transaction Code:
Agreement No: 12232021STP
PARTY-A OR INVESTOR
COMPANY NAME:
PT. JAVA BERKAT SINERGI PRIMA
‘ADDRESS:
‘SOHO CAPITAL CENTRAL PARKLT.32 #3207
JL. LETJEN S. PARMAN KAV 28, JAKARTA BARAT,DKI
JAKARTA, INDONESIA 11470
JAKARTA SELATAN 12160.INDONESIA
REPRESENTED BY DJUMARLIN
PASSPORT NO.: 6927626
COUNTRY OF ISSUE: INDONESIA,
DATE OF ISSUE: 24.08.2020
DATE OF EXPIRY: 24.08.2025
NAME OF BANK: PT. BANK NEGARA INDONESIA (PERSERO) TBK
BANK ADDRESS: JL. MELAWAI RAYA NO.1 MELAWAI KEBAYORAN
BARU, JAKARTA SELATAN, INDONESIA 12160.
‘Account Number 846941311
‘ACCOUNT NAME: PT. JAVA BERKAT SINERGI PRIMA
SWIFT CODE: BNINIDJA
‘BANK OFFICERS: MUHAMMAD
PARTY-B OR PARTNER
COMPANY
STE. TRADIMIS.A.R.L
REPRESENTED BY MR.ZAID TAGHLAOUI
NATIONALITY MmoROCCO.
PASSPORT NUMBER 1NJ0615274
DATE OF ISSUE 02.08.2020
DATE OF EXPIRATION 02.08.2025
REGISTRATION NO. 11737
REGISTERED OFFICE IM. TARIK
BANK NAME BANK OF AFRICA (EX « BMCE BANK »)
GANK CORPORATE ADDRESS | AV MY ISMAILI" 48 ERFOUD MOROCCO
SWIFT CODE eMCEMAMOOD
ACCOUNT NUMBER: 11219000001230000920440
BAN NUMBER: ‘MAstou.1218000001210000820040
ACCOUNT NAME / Beneficiary STE. TRADIMI S.A.R.L
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‘SENDER: RECEIVER :Page 4 of22 INVESTMENT AGREEMENT
‘STP MODE MANUAL DOWNLOAD
Transaction Code:
‘Agreement No: 12232021STP
E, Procedures for the transfer of funds:
2
BOTH PARTIES SIGN THIS AGREEMENT AND LODGE IT IN THE RECEIVING BANK
RECEIVING BANK SIGNS AND ENDORSED A PGL WHICH WILL BE SUPPLIED BY THE
INVESTOR
RECEIVING BANK NOTIFIES INVESTOR OF WINDOW TIME FOR DOWNLOAD
INVESTOR WILL HAVE NEW FRESH CODES GENERATED AND THROUGH HIS
|ANDATE SUPPLY THE CODES TO 1 ANK OFFICER OF THE RECEIVING BANK
DIRECTLY
THE INVESTOR INSTRUCTS HIS BANK TO PLACE/TRANSFER THE FUNDS BY MT103
MANUAL DOWNLOAD BY STP MODE (PLEASE REFER TO ANNEX 7 ATTACHED).
UPON ACKNOWLEDGEMENT FROM THE PARTNER'S BANK THAT IT IS READY, THE
INVESTOR INSTRUCTS HIS BANK TO ISSUE/PLACE THE FUNDS IN FAVOR OF THE
PARTNER VIA,
SWIFT MT 103 MANUAL DOWNLOAD AND DELIVERS TO THE PARTNER THE ACCESS
CODE AND TRN THROUGH HIS DIRECT MANDATE. (THE ACCESS CODE WILL SHOW
SCREEN OF UPLOADED FUNDS)
THE RECEIVING BANK, WITHIN 24 (TWENTY-FOUR) HOURS OF RECEIPT THE ABOVE,
WILL DOWNLOAD FROM THE SWIFT UPPER RING THE “MT 103 MANUAL DOWNLOAD”
AND PLACE THE FUNDS INTO THE BANK'S COMMON ACCOUNT AND SEND TO THE
PARTNER THE DOWNLOAD PROOF. INVESTOR RELEASES THE FINAL CODE
THE PARTNER SENDS THE SCHEDULED PAYMENTS BY WIRE BANK TRANSFERS
ACCORDING TO DETAILS IN ANNEX 5 IMFPA ATTACHED AT THE END OF THIS
AGREEMENT.
Partner hereby confirms and declares that Investor, 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 can 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 breach 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 disasters. Any other cause not within the control of such party or which is by exercise of reasonable
diligence, the party will be unable to foresee or prevent or remedy. E.
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SENDER:
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nya
RECEIVER :Page 5 of22 INVESTMENT AGREEMENT
‘STP MODE MANUAL DOWNLOAD
Transaction Code:
‘Agreement No: 12232021STP
REPRESENTATIONS AND WARRANTIES:
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.
Enforceability
This Agreement constitutes the legal, valid and binding obligation of such party enforceable in accordance
with its terms.
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.
No Conflict
The execution and delivery of this Agreement by it and the consummation of the transa
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.
It has been afforded the opportunity to seek and rely upon the advice of its own attorney, accountant or
other professional advisor in connection with the execution of this Agreement. The Parties shall do so in
respect of each other and under this Agreement written conditions.
MISCELLANEOUS
Notice(s): The two authorized signatories will execute any modifications, amendments, and addendums or
follow-on contracts 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
the Parties hereto shall be considered as an original, both legally binding and enforceable for the term of
this Agreement,
Specific Performance; Other Rights: The Parties recognize that several of 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.
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 agreements and 6 understandings are merged herein and
shall not survive the execution and delivery hereof. In the event of any conflict between the provisions of
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SENDER: RECEIVER :Page 6 of22 INVESTMENT AGREEMENT
‘STP MODE MANUAL DOWNLOAD
Transaction Code:
‘Agreement No: 12232021STP
this Agreement and those of any joint venture’s agreement, the provisions of the applicable joint venture
agreement shall control,
‘Amendments: This Agreement may not be amended, altered or modified except (i) upon the unanimous by
instrument in writing and signed by each of Investor and Partner.
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 Waiver
of Jury Trial: 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: 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 according to the principal of the ICC as above indicated.
Where judicial resolution is not thereby achieved, this matter shall be settled by 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: 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.
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.
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.
Currency: Any exchange of funds between Investor and Partner shall be made in the same currency in which
Investor transferred the investment fund (Article III; Section 3.0.5.; (b)). In addition, all calculations pursuant
to this Agreement and any joint venture agreement shall be based on ICC regulations.
WHERE OF, the Parties here to agree to all of the terms and conditions of this Agreement and in
acknowledgement thereof have set their hands on the date first written above.
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SENDER: RECEIVER :Page 7 of22 INVESTMENT AGREEMENT
‘STP MODE MANUAL DOWNLOAD
Transaction Cod
Agreement No: 12232021STP
FOR AND BEHALF OF THE PARTY A / INVESTOR
PT. JAVA BERKAT SINERGI PRIMA
FOR AND BEHALF OF THE PARTY B / PARTNER
Prt] T
REPRESENTED BY: DJUMARLIN.
REPRESENTED BY: MR.ZAID TAGHLAOUI
PASSPORT NUMBER: C6927626
PASSPOT NUMBER: NJO615274
DATE OF ISSUE: 24.08.2020
DATE OF ISSUE: 02.08.2020
DATE OF EXPIRY: 24.08.2025
DATE OF EXPIRY: 02.08.2025
COUNTRY OF ISSUE: INDONESIA
(COUNTRYOF ISSUE: MOROCCO
Electronic Document Transmissions
EDTs shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement
shall: Incorporate U.S. Public Law106-229, “Electronic Signatures in Global and National Commerce Act” or such other
applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted « by the United Nations Centre
for Trade Facilitation and Electronic Business (UN/CEFACT). * EDT documents shall be subject to European
Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has
been previously transmitted by electronic means provided however, that any such request shall in no manner delay
the parties from performing their respective obligations and duties under EDT instruments.
ELECTRONIC TRANSMISSIONS: Each party is to sign and initial this Agreement and send copies to the other party via.
Electronic Mainland shall be considered the same as an original. When each party has completed copies of this
Electronic Mail from the other party, the Agreement is considered to be finalized by all parties. The parties consent
land agree to be bound contractually by electronic communications relative to the matters addressed in this
‘Agreement. By executing this Agreement both parties acknowledge that they have the hardware and software
required to receive and transmit communications (emails and mail attachments) electronically to each other, in
sgenerally- acceptable business formats (such as, but not limited to, Microsoft Excel PowerPoint). Both parties
specifically agree to do business with each other electronically, The Parties hereto covenant and agree that each of
them will execute such other and further instruments and/or documents as may become reasonably necessary so as
to effectuate the purpose of this Agreement. In Witness whereof, the Parties have executed this Agreement the date
first above
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RECEIVER :Page 8 of22 INVESTMENT AGREEMENT
‘STP MODE MANUAL DOWNLOAD
Transaction Code:
‘Agreement No: 12232021STP
ANNEX 1 — SENDER’S PASSPORT COPY
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SENDER: at RECEIVER :Page 9 of22 ji INVESTMENT AGREEMENT
STP MODE MANUAL DOWNLOAD
Transaction Code:
Agreement No: 12232021STP
ANNEX 2 — SENDER’S COMPANY REGISTER COPY
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RECEIVER Page 10 0122
SENDER: INVESTMENT AGREEMENT
STP MODE MANUAL DOWNLOAD
Transaction Code:
Agreement No: 12232021STP
ANNEX 3 — RECEIVER’S PASSPORT COPY
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