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54B Hdhnord-Trust

This Investment Agreement, effective April 13, 2025, outlines the terms between Party A (HDH-Nord-Bau GmbH) and Party B (Tamir Trust GmbH) for a transaction involving €54,298,428,000.00 via SSH transfer. Both parties affirm the legality of the funds and agree to various terms including non-solicitation, representations, and dispute resolution through ICC arbitration. The agreement is governed by Paris law and includes provisions for amendments, severability, and the validity of electronic signatures.

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0% found this document useful (1 vote)
2K views17 pages

54B Hdhnord-Trust

This Investment Agreement, effective April 13, 2025, outlines the terms between Party A (HDH-Nord-Bau GmbH) and Party B (Tamir Trust GmbH) for a transaction involving €54,298,428,000.00 via SSH transfer. Both parties affirm the legality of the funds and agree to various terms including non-solicitation, representations, and dispute resolution through ICC arbitration. The agreement is governed by Paris law and includes provisions for amendments, severability, and the validity of electronic signatures.

Uploaded by

prish4life
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
You are on page 1/ 17

INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

This Agreement on the Delivery of Funds through SSH for Investments (hereinafter
referred to as the "Agreement"), becomes legally effective as of APRIL 13ST, 2025,
which is entered into by and between the following Parties:
BY AND BETWEEN:
PARTY-A / SENDER / PROVIDER:

NB In accordance with Articles two (2) through five (5) of the Due
Diligence Convention and the Federal Marketing Commission Circular
of December 1998, concerning the prevention of money laundering, the
following information may be supplied to banks
and/or other Federal Institutions for purposes of verification.
1 DATE: : 1 JULY 2024
2 CLIENT NAME (SIGNATORY) : MR. ILJA DIDUR /DIRECTOR
3 RESIDENCE : GERMANY
4 PASSPORT NUMBER : C1TPW5F6G
5 PASSPORT ISSUE /EXPIRE : DATE OF ISSUE:
DATE 11.01.2018 DATE OF
EXPIRY: 10.01.2028

6 BUSINESS NAME : HDH-NORD-BAU GMBH


7 BUSINESS ADDRESS : KORACHSTRASSE 33, 21031 HAMBURG,
DEUTSCHLAND
8 REGISTRATION NUMBER : HRB 179290

9 BANK NAME : DEUTSCHE BANK AG


10 BANK ADDRESS : ALTE HOLSTENSTRAßE 59, 21029 HAMBURG
11 ACCOUNT NAME : HDH-NORD-BAU GMBH
12 ACCOUNT SIGNATORY NAME : MR. ILJA DIDUR
13 IBAN NUMBER : DE58 2007 0000 0582 5054 00
14 SWIFT CODE : DEUTDEHHXXX
15 BANK OFFICER NAME : MR. KLAUS WINKER
16 TELEPHONE NUMBER(S) : +49-69-910-10000
17 BANK OFFICER EMAIL : klaus.winker@db.com;
deutsche.bank@db.com

With full legal and corporate authority to sign this Agreement, hereinafter referred
to as the "FIRST PARTY",
PARTY-B / RECEIVER / ASSET MANAGER:

13. April 2025 1


PARTY “A” INITIA LS PARTY “B” INITIALS
INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

PARTY B – THE PRINCIPAL “RECEIVER”


PERSONAL INFORMATION:
NAME MS NAWARANTH KLANGSATHON
ADDRESS 21 Moo 14 Banned Sub-District
Muang District, Khonkean
DATE OF BIRTH 27.09.1976
PASSPORT NUMBER AC3143111
PLACE OF ISSUE Thailand
DATE OF ISSUE 18.05.2022
DATE OF EXPIRY 17.05.2032

COMPANY DATA:
COMPANY NAME Tamir Trust GmbH
COMPANY ADDRESS Kapellenweg 21, 79415 Bad
Bellingen, Germany
COMPANY REGISTRATION NUMBER HRB 729476
POSITION EXECUTIVE DIRECTOR

ACCOUNT BANK DATA EURO:


BANK NAME DEUTSCHE BANK AG
BANK ADDRESS TAUNUSANLAGE 12, D-60254
FRANKFURT AM MAIN/ GERMANY
ACCOUNT NAME Tamir Trust GmbH
IBAN EURO IBAN DE70 5307 0024 0097 9534 00
BIC/SWIFT DEUTDEDBFRA
BANK OFFICER Matthias Langstein
BANK OFFICER EMAIL matthias.langstein@db.com
BANK OFFICER TEL +496618395-431

Hereinafter referred to as “PARTY B” or the “RECEIVER “


and PARTY B BANK DETAILS OF PARTY-B/MANAGEMENT:

With full legal and corporate authority to sign this Agreement, hereinafter referred
to as the "SECOND PARTY".
Hereinafter jointly referred to as “THE PARTIES”.

13. April 2025 2


PARTY “A” INITIA LS PARTY “B” INITIALS
INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

WHEREAS, Party-A hereby declares, under penalty of perjury, that the funds engaged in
this transaction are good, clean, clear, and of non-criminal origin, are free and
clear of all liens and third-party interest.

1. DESCRIPTION OF TRANSACTION:
TYPE OF INSTRUMENT SSH to ENDPOINT
TOTAL FACE VALUE €54,298,428,000.00 (FIFTY FOUR BILLION TWO HUNDRED NINTY-EIGHT
(TFV) MILLION FOUR HUNDRED TWENTY-EIGHT THOUSAND EURO) with R.& E.
FIRST TRANCHE €54,298,428,000.00 per SSH
SHARE RATIO AS CONTAINED IN PGL / AS PER BANK ENDORSED PGL
DELIVERY METHOD SSH Transfer to ENDPOINT
PAYMENT DURATION HOURS AFTER THE DOWNLOAD OF FUNDS INTO THE ACCOUNT

2. BANKING COORDINATES:
2.1. PARTY A’S BANKING COORDINATES:
1 1. Endpoint: https://ethmainnet.g.alchemy.com/v2/aJzk9SrFcrepgVFyqegq9cqCEzqNub_z
2. Wallet Address (USDT/ERC20): 0x379Bb0c61e416BF9F62B0f0F420Db8B1Ed425fD7
3. API Key: aJzk9SrFcrepgVFyqegq9cqC
2 JSON has to be uploaded via Swift***

3. NON-SOLICITATION:
3.1. Receiver hereby confirms and declares that Sender, its shareholders,
associates, representatives, any person, or persons on its behalf, have never
solicited him, its shareholders, associates and representatives in any way
whatsoever that can be construed as a solicitation for this or any future
transaction.
3.2. Any delay in or failure of performance by either Party of their
respective obligations under this Agreement shall constitute a breach here
under and will give rise to claims for damages if, and to the extent that such
delays or failures in performance are not caused by an event of Force Majeure
circumstance beyond the control of such party.
3.3. The term of "Beyond the Control of Such Party", include Act of War,
Rebellion, Fire, Flood, Earthquake and other natural disasters, or any other
cause not within the control of such party or which is by exercise of
reasonable diligence the party is unable to foresee or prevent or remedy.
4. REPRESENTATIONS AND WARRANTIES:
4.1. REPRESENTATIONS, ORGANIZATION: Each Party 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 here under and conduct the present business of the
Investment Program and to develop projects as mutually agreed herein.
4.2. ENFORCE ABILITY: This Agreement constitutes the legal, valid, and binding
obligation of such party enforceable in accordance with its terms.
4.3. CONSENTS AND AUTHORITY: No consents or approvals are required from any
governmental authority or other person for it to enter into this Agreement.
All actions on the part of such party necessary for the authorization,
execution

13. April 2025 3


PARTY “A” INITIA LS PARTY “B” INITIALS
INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

and delivery of this Agreement, and the consummation of the transactions


contemplated hereby by such party, have been duly taken and granted.
4.4. 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 nor contravene the provisions of its organizational documents, nor any
other agreement or instrument by which it or its properties or assets are
bound by any law, rule, regulation, order or decree to which it or its
properties or assets are-subject.
4.5. PARTIES AFFIDAVIT: Both Parties confirm that they have been afforded the
opportunity to seek and rely upon the advice of its/their own attorneys,
accountants, and other professional advisers in connection with the execution
of this Agreement. In addition, both Parties understand and accept the whole
content of the present Agreement and shall honour its written conditions.
5. MISCELLANEOUS NOTICE(S) AND WARRANTIES: Modifications, amendments, addendums
and/or extensions to the present transaction/contract, if any, shall be executed
by the two (2) authorized signatory Parties, respectively. Such
document/agreement, when signed and referenced to this agreement, whether received
by mail or facsimile transmission, as well as all and any facsimile, e- mail or
photocopies of the true original documents certified by both Parties hereto and/or
Public Notary, shall be considered as an original, both legally binding and
enforceable for the term of this Agreement.
6. SPECIFIC PERFORMANCE AND 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.
7. PRIOR AGREEMENTS, CONSTRUCTION AND 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 understandings are merged
herein and shall not survive the execution and delivery hereof. In the event of
any conflict between the provisions of this Agreement and those of any Joint
Ventures Agreement, the provisions of the applicable Joint Venture Agreement shall
control.
8. AMENDMENTS: This Agreement may not be amended, altered, or modified except upon
the unanimous by instrument in writing and signed by each of Sender and Receiver.
9. 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, 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.
10. COUNTERPARTS: This Agreement may be executed in one or more counterparts,
all of which shall be considered one and the same agreement and shall become
effective when one or more such counterparts have been signed by each of the
parties and delivered to each of the other parties.
11. APPLICABLE LAW AND JURISDICTION: This Agreement shall be governed by and
construed in accordance with the laws of the Paris. The Parties consent to the
exclusive jurisdiction of the Paris shall be preceded with the according to the
principal of the ICC, with any civil action concerning any controversy, dispute or

13. April 2025 4


PARTY “A” INITIA LS PARTY “B” INITIALS
INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

claim arising out of or relating to this Agreement, or any other agreement


contemplated by, or otherwise with respect to, this Agreement or the breach
hereof, unless such court would not have subject matter jurisdiction thereof, in
which event the parties consent to the jurisdiction of the ICC as above indicated.
The Parties hereby waive and agree not to assert in any litigation concerning this
Agreement the doctrine of forum non- convenient.
12. TAXES: All payments to be made by Payor to each Master Paymaster, as per ANNEX-
1 shall be all exempt and free of any taxes, and all taxes shall be the sole
responsibility of the Payor only.
13. 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.
14. 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 all 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.
15. 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.
16. 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.
17. CURRENCY: Any exchange of funds between Sender and Receiver shall be made
in the same currency in which the Sender transferred the investment funds. In
addition, all calculations, and procedures pursuant to this Agreement, and any
joint venture agreement directly or indirectly related to this transaction, shall
be based on ICC regulations in Paris, France.

13. April 2025 5


PARTY “A” INITIA LS PARTY “B” INITIALS
INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

ACKNOWLEDGED, CONFIRMED AND ACCEPTED BY BOTH PARTIES ON


APRIL 13st, 2025
FOR AND ON BEHALF OF:
AGREED AND ACCEPTED ON BEHALF OF PARTY-A/INVESTOR/SENDER:

FOR AND ON BEHALF:

HDH-NORD-BAU GMBH

COMPANY NAME: HDH-Nord-Bau GmbH


PASSPORT NO: C1TPW5F6G
SIGNATORY NAME: MR. ILJA DIDUR TITTLE: DIRECTOR
DATE OF ISSUE: 11.01.2018
DATE OF EXPIRY: 10.01.2028
COUNTRY OF ISSUE: GERMANY
AGREED AND ACCEPTED ON BEHALF OF PARTY-B/PROVIDER/RECEIVER:

Company Name: Tamir Trust GmbH


Represented By: MS NAWARANTH KLANGSATHON
Passport Number: AC3143111
Country of Issue: Thailand
Date of Issue: 18.05.2022
Date of Expiry: 17.05.2032
“ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE”

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 and National Commerce Act’’ or such other
applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and 2) Electronic Commerce AGREEMENT (ECE/ TRADE/257,
Geneva, May 2000) adopted by the United Nations 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. 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

13. April 2025 6


PARTY “A” INITIA LS PARTY “B” INITIALS
INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

PARTY “A” SIGNATORY PASSPORT COPY:

13. April 2025 7


PARTY “A” INITIA LS PARTY “B” INITIALS
INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

13. April 2025 8


PARTY “A” INITIALS PARTY “B” INITIALS
INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

PARTY “A” CORPORATE REGISTRATION COPY:

13. April 2025 9


PARTY “A” INITIA LS PARTY “B” INITIALS
INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

13. April 2025 10


PARTY “A” INITIALS PARTY “B” INITIALS
INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

PARTY “B” SIGNATORY PASSPORT COPY

13. April 2025 11


PARTY “A” INITIA LS PARTY “B” INITIALS
INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

13. April 2025 12


PARTY “A” INITIALS PARTY “B” INITIALS
INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

13. April 2025 13


PARTY “A” INITIALS PARTY “B” INITIALS
INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

13. April 2025 14


PARTY “A” INITIALS PARTY “B” INITIALS
INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

13. April 2025 15


PARTY “A” INITIALS PARTY “B” INITIALS
INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

13. April 2025 16


PARTY “A” INITIALS PARTY “B” INITIALS
INVESTMENT AGREEMENT THROUGH SSH FOR PROJECTS

AGREEMENT NUMBER: 13042025/1


TRANSACTION CODE: SSH13042025/1
DATE: April 13th, 2025

««« END DOCUMENT »»»

13. April 2025 17


PARTY “A” INITIA LS PARTY “B” INITIALS

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