MORNACH INVESTMENTS INTERNATIONAL LIMITED
A MEMBER OF MONARCH GROUP
25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, KY1-1104
CONTRACT & MEMORANDUM of AGREEMENT (MOA).
MORNACH INVESTMENTS INTERNATIONAL LIMITED.
PRIVATE AND PROPRIETARY
MORNACH INVESTMENTS INTERNATIONAL LTD. -
1Pa Signed by Party One
© 2021
ge Signed by Party Two
MORNACH INVESTMENTS INTERNATIONAL LIMITED
A MEMBER OF MONARCH GROUP
25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, KY1-1104
MEMORANDUM OF AGREEMENT
This MEMORANDUM OF AGREEMENT (“Agreement “) dated and effective as of Monday June 27, 2022(the
“Effective Date“), is entered into by and between the following two Parties:
Party One
COMPANY NAME JBI GROUP LIMITED
COMPANY ADDRESS UNIT D S/F INFOTECH CENTRE, 21 HUNG TO ROAD, KWUN TONG, KOWLOON HK
COMPANY REGISTRATION Nº 7131182400010202 | 2887504 30 10 2019
REPRESENTED BY MR. JI ZOUDA CEO
PASSPORT Nº EJ4852281 CHINA
DATE OF ISSUE JULY 29 2021
DATE OF EXPIRY JULY 28 2031
BANK NAME DEUTSCHE BANK AG
BANK ADDRESS TAUNUSANLAGE 12, 60325, FRANKFURT AM MAIN, GERMANY
SWIFT CODE DEUTDEFF
ACCOUNT NUMBER 100953172400
IBAN : DE93 5007 0010 0953 1724 00
ACCOUNT NAME JBI GROUP LIMITED
BANK OFFICER MONICA JACKSON
BANK OFFICER PHONE PHONE: +49 69 910-00 FAX: +49 69 910-34225
BANK OFFICER E-MAIL monica.jac@db.com
HEREINAFTER REFERRED TO AS “PARTY-ONE” AND
PARTY TWO
COMPANY NAME MORNACH INVESTMENTS INTERNATIONAL LTD
COMPANY ADDRESS 66 Rollesby Way, London, England, SE28 8LR
COMPANY REGISTRATION Nº 10037544 02 03 2016
REPRESENTED BY MR. RAYMOND J. BAROUD CEO
PASSPORT Nº 491033631 USA
DATE OF ISSUE JAN 05, 2022
DATE OF EXPIRY JAN 04, 2032
BANK NAME ROYAL BANK OF CANADA (CAYMAN) LTD
BANK ADDRESS 24 SHEDDEN ROAD, GEORGE TOWN, GRAND CAYMAN ISLANDS
SWIFT CODE ROYCKYKYKYQ
ACCOUNT NUMBER ROYCKYKYKYQ
IBAN : MORNACH INVESTMENTS INTERNATIONAL LTD
ACCOUNT NAME 2011759
BANK OFFICER STEVE CHENG
BANK OFFICER PHONE steve_cheng@rbc2.rf.gd
BANK OFFICER E-MAIL +1 833 798 1557
HEREINAFTER REFERRED TO AS “PARTY-TWO” AND
PRIVATE AND PROPRIETARY
MORNACH INVESTMENTS INTERNATIONAL LTD. -
2Pa Signed by Party One
© 2021
ge Signed by Party Two
MORNACH INVESTMENTS INTERNATIONAL LIMITED
A MEMBER OF MONARCH GROUP
25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, KY1-1104
Role of Party Two: Mr. Raymond J. Baroud representing MORNACH INVESTMENTS INTERNATIONAL LTD
signatory of account in the name of MORNACH INVESTMENTS INTERNATIONAL LTD at Royal Bank of
Canada, Cayman Islands Mr. Raymond Baroud shall provide the copy of the SWIFT NET MT103 GPI to Party
One.
RECITALS:
WHEREAS, Party Two shall arrange the SWIFT NET MT103 GPI transaction via the SWIFT NET MT103 SWIFT
NET MT103 GPI in the Sum of Five Hundred Million Euros (€200,000,000.00).
WHEREAS, the Parties desire to enter into this Contract.
WHEREAS, both Parties reserve the right to cancel this Agreement in the event of non performance as
determined by either Party
NOW THEREFORE, in consideration of the foregoing recitals, the mutual convents and consideration
contained herein and for other goods and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
ARTICLEI
Definitions
1.1 “AGREEMENT” means this Agreement as amended or supplemented from time to time.
1.2 “BUSINESS” means the pursuit of this Agreement for business collaboration.
1.3 “BUSINESS DAY “means a day other than Saturday, Sunday or any other day on which national or
international banks are obligated to close.
1.4 “PARTIES” or “Principals” are defined in the opening paragraph of this Agreement and are identified by
their signatures to this Agreement.
1.5 “COLLABORATION” means the mutual cooperation of both “Parties”.
1.6 “AFFILIATES” shall mean any corporation or other business entities of “Parties”.
1.7 “ACCOUNTING” shall mean Generally Accepted Accounting Principals (GAAP).
1.8 “CONFIDENTIALITY” shall mean information that is marked “Confidential Information”.
1.9 “DISPUTE RESOLUTION” shall mean any disputes between the parties as it relates to the Euro market
Leverage Funding Syndicate with our related banking relationship and further defined in Article10.3.
1.10 “LEVERAGE INVESTMENT” shall mean the banking or Asset Management relationship and
Leverage structure that are being introduced by either Party.
PRIVATE AND PROPRIETARY
MORNACH INVESTMENTS INTERNATIONAL LTD. -
3Pa Signed by Party One
© 2021
ge Signed by Party Two
MORNACH INVESTMENTS INTERNATIONAL LIMITED
A MEMBER OF MONARCH GROUP
25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, KY1-1104
1.11 RECEIVER’S BANK DETAILS: The DEVELOPER:
BANK NAME: DEUTSCHE BANK AG
BANK ADDRES: TAUNUSANLAGE 12, 60254 FRANKFURT AM MAIN, GERMANY
BANK BRANCH/SORT CODE: 89022
BANK CODE (ACCOUNT SUB): 86
ACCOUNT NAME: JBI GROUP LIMITED
IBAN NUMBER: DE93 5007 0010 0953 1724 00
SWIFT CODE: DEUTDEFF
BANK OFFICER NAME: MS. MONICA JACKSON, OPERATIONS
BANK OFFICER TEL: +49 69 910-00/+49 69 910-00 / Fax: +49 69 910-34 225
BANK OFFICER EMAIL: monica.jac@db.com
ARTICLE II
Purpose, Collaboration Program
2.1 PURPOSE
The Parties hereby agree to simultaneously join themselves in this Agreement, which relationship shall
have, as its purpose, collaboration on establishing an opportunity for Party One`s transactions on the €200
Million Euro via the SWIFT NET MT103 GPI.
BASIC PROVISIONS
The transaction structure consists of the use by Party One in his business transaction(s).
2.2 DISCLOSURE
One purpose of this Agreement is to facilitate full disclosure to the Parties as it pertains to the transaction,
without limitations,byprovidinganyandalldataandinformationthatisdeliveredto any party. Parties agree to
be 100% transparent to one another to aid and facilitate a successful transaction.
2.3 C-OPERATION
Each Party shall co-operate and assist the other in the performance of the Agreement and shall keep all
confidential information except to disclose to third parties who shall exchange information and materials as
necessary to carry out the agenda.
PRIVATE AND PROPRIETARY
MORNACH INVESTMENTS INTERNATIONAL LTD. -
4Pa Signed by Party One
© 2021
ge Signed by Party Two
MORNACH INVESTMENTS INTERNATIONAL LIMITED
A MEMBER OF MONARCH GROUP
25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, KY1-1104
ARTICLE III
Initial Contributions
3.1 RESPONSIBILITY
Party One has the full authority to confirm that they are able to Utilize Party Two`s the SWIFT NET MT103
GPI for Investments.
ARTICLE IV
Distributions
4.1 TRANSACTION PROCEDURE
PROCEDURE
THE PARTIES 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.
1) THE PARTY ONE GUARANTEE UNDER ITS FULL LEGAL RESPONSIBILITY THAT ITS RECEIVING BANK AGREES TO
ACCEPT AND BE ABLE TO DO SWIFT NET MT103 GPI.
2) BANK OFFICER LOGIN IN SWIFT GPI SYSTEM USING USER ID AND USER PASSWORD.
3) INPUT IN THE FIELD * UETR NO* THE UETR CODE (WHICH IT IS IN THE SWIFTCOPY MT103) AND CLICK ENTER.
4) THERE THE SYSTEM WILL SHOW THE FUNDS.
5) THE BANK OFFICER “DRAG” THE ELECTRONIC FIGURE “THE AMOUNT: €200,000,000.00” AND DROP IT INTO
THE “CREDIT SEQUENCE”.
6) NOW THE BANKING SYSTEM WILL GENERATE A “SEQUENCE NUMBER” WITHIN 5 MINUTES.
7) ONCE THE “CREDIT SEQUENCE” ENDS THE FUNDS WILL AUTOMATICALLY CONVERT INTO LOCAL CURRENCY
(IF REQUIRED). THIS WILL TAKE MAXIMUM OF 24 HOURS.
8) AFTER ABOVE SEQUENCE, NOW THE FUNDS CAN BE MANUALLY CREDITED INTO BENEFICIARY ACCOUNT BY
“DRAG AND DROP” FROM THE CURRENCY CONVERSION INTO BENEFICIARY ACCOUNT.
9) ONCE THE AMOUNT CREDITED IN THE BENEFICIARY ACCOUNT WITH CLEAR REFLECTED AMOUNT, THE
PROCESS IS DONE.
10) UPON CONFIRMATION OF FUNDS RECEIVED IN ACCOUNT OF PARTY ONE, THE RECEIVER THEN COMPLETES
THE PAYOUTS OF THE FUNDS TO THE PARTIES INDICATED IN THIS FPA.
11) ANY UNAUTHORIZED COMMUNICATION OR PROBING FOR INFORMATION TO ANY OF THE INVOLVED BANKS
IN THIS TRANSACTION BY ANY PARTY OR ITS RESPECTIVE REPRESENTATIVES, AFFILIATES, OR ATTORNEYS IS
STRICTLY PROHIBITED. A BREACH OF THIS RULE WILL LEAD TO THE IMMEDIATE TERMINATION OF THIS
CONTRACT.
ARTICLE V
5.1 TAXES IN GENERAL
Each Party under this Agreement shall be responsible for the payment of all their own applicable income taxes or customs
duties, due from distributions made hereunder.
Accounts and Accounti
PRIVATE AND PROPRIETARY
MORNACH INVESTMENTS INTERNATIONAL LTD. -
5Pa Signed by Party One
© 2021
ge Signed by Party Two
MORNACH INVESTMENTS INTERNATIONAL LIMITED
A MEMBER OF MONARCH GROUP
25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, KY1-1104
ARTICLE VI
Transfer of Venture Interest
6.1 INDEMNIFICATION OF PARTIES To the maximum extent permitted by law, the Parties shall
indemnify and hold harmless one another from and against any and all liabilities and/or activities which
fall under the terms of this Agreement except under the circumstance of any acts of willful misconduct
or negligence on the part of either of the Parties. Termination and Liquidation
7.1 EVENTS DISSOLUTION OF THIS AGREEMENT
Agreement will dissolve, liquidate and its business will not be continued upon the full implementation of
the Contract.
ARTICLE VIII
Warranties and Representations
8.1 CORPORATE AUTHORITY
In addition to the warranties and representations set forth in Section Article 3.1 above, the Parties warrant
and represent to one another the following:
1. That they each have the power and authority to execute, seal and deliver this Agreement
2. That they each have the power and authority to consummate the transactions contemplated by this
Agreement.
3. That they each have the power and authority to take all other actions required to be taken pursuant to
the provisions of the Agreement;
4. ThatthisAgreementisvalidandbindinguponeachPartyinaccordancewithitsterms.
5. Neither the execution, sealing and delivering of this Agreement, nor the consummation of the
transactions hereby contemplated will constitute any violation nor breach of the article of incorporation
or the laws of either Party or any provision of any contract, document or instrument to which a party is
bound or by which any of the assets or property of a “Venture” may be affected or secured, or an order,
writ, injunction, decree, statue, rule or regulation.
6. That each party will be 100% transparent with regards to its business conduct and the undertaking of this
Agreement.
8.2 WAIVER OFCLAIM
It is understood that the Parties shall have no claim against each other in the event of nonperformance or
unintentional act of omission from either Party. The intent of this Agreement is that both Parties are acting
in good faith to fulfill their obligations of this Agreement. There shall be no Waiver of Claim in the event of
gross negligence or with willful misconduct by either of the Parties.
PRIVATE AND PROPRIETARY
MORNACH INVESTMENTS INTERNATIONAL LTD. -
6Pa Signed by Party One
© 2021
ge Signed by Party Two
MORNACH INVESTMENTS INTERNATIONAL LIMITED
A MEMBER OF MONARCH GROUP
25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, KY1-1104
ARTICLE IX
Confidential information
9.1 PROPRIETARYINFORMATION
In accordance with the Confidentiality/Non-Disclosure/Non-Circumvention Agreement signed between the
Parties, all information marked confidential & submitted in writing or oral by either “Project” shall be
considered as “Confidential Information.” They agree that the receiving Party shall not publish or otherwise
disclose this proprietary information. Disclosure to any third party is not permissible except to the extent
that it can be established by the Receiving Party by competent proof that such information;
a. Was already known to the Receiving Party, other than under an obligation of confidentiality at the
time of disclosure;
b. Was generally available to the public or otherwise part of the public domain at the time of its
disclosure to the Receiving Party;
c. Became generally available to the public or otherwise part of the public domain after its
disclosureandotherthanthroughanyactoromissionoftheReceivingPartyinbreachofthis agreement;
9.2 PERMITTED USE ANDDISCLOSURE
Each Party may use information disclosed to one another, to the extent that such information is included in
the Agreement which shall include all documentation confidential in compliance with international banking
and government regulation requirements.
9.3 PUBLICATION
All information, manuscript, abstract, contractual forms, shall be classified with held information
andisproprietaryinformationwhichcannotbedisclosedorpublishedwithoutwrittenapproval from the “Parties”
to this Agreement.
ARTICLE X
Miscellaneous Provision
10.1 TERM
The term of the Agreement shall continue in full force and effect as described in Section VII.
10.2 NOTICES
Any notice, request, instruction or other documents to be given hereunder shall be deemed valid if given in
writing, sent by e-mail and delivered personally, sent by courier, or sent by certified mail , postage prepaid,
return receipt requested in which event it shall be deemed received on the third business day following
mailing, as follows
PRIVATE AND PROPRIETARY
MORNACH INVESTMENTS INTERNATIONAL LTD. -
7Pa Signed by Party One
© 2021
ge Signed by Party Two
MORNACH INVESTMENTS INTERNATIONAL LIMITED
A MEMBER OF MONARCH GROUP
25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, KY1-1104
If to Party One:
PARTY ONE
Name : JBI GROUP LIMITED IN TRUST FOR OXFORD GLOBAL FZCO THE
BNEFICIARY & partners, successors, associates, assigns, assignees, or nominees.
Represented by : MR. JI ZOUDA
Address : UNIT D S/F INFOTECH CENTRE, 21 HUNG TO ROAD, KWUN TONG,
KOWLOON. HONG KONG
Passpor Nationality/Number : CHINA/ EJ4852281
PARTY TWO
Name : MORNACH INVESTMENTS INTERNATIONAL LTD
Represented by : Raymond J. Baroud
Company address : 25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, KY1-1104
Passport Nationality/Number: USA /491033631
Date : 06 – 25 – 22.
10.3 DISPUTE RESOLUTION
The Parties shall cooperate in an effort to limit the issues for consideration in such manner as narrowly and
reasonably practicable. In the event the Parties in this Agreement are unable to resolve within 30 business
days a dispute involving the contracted transaction, then the item or items will be given to the International
Chamber of Commerce in Geneva office for a solution and plan to resolving the dispute.
10.4 AMMENDMENT
This Agreement may not be altered or amended without the express written consent of all Parties.
10.5 WAIVER
This Agreement shall be in full force and effect unless one party notifies the other party of its intent to
waive all or a portion of this Agreement in writing. But no such waiver shall be effective unless duly
executed by the party such term or condition.
10.5 PRESENT & FUTURE AGREEMENTS &INSTRUMENTS
The Parties agree that should any other agreements or instruments be required to effectuate and to carry
out the terms and conditions of this Agreement, the Parties will cooperate with one another to achieve a
successful transaction. The Parties covenant and agree that they may also elect to pursue future
transactions based upon elected parameters. Any and all future agreements must be in writing between
the Parties.
PRIVATE AND PROPRIETARY
MORNACH INVESTMENTS INTERNATIONAL LTD. -
8Pa Signed by Party One
© 2021
ge Signed by Party Two
MORNACH INVESTMENTS INTERNATIONAL LIMITED
A MEMBER OF MONARCH GROUP
25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, KY1-1104
10.6 APPLICABLE LAW
This Agreement shall be interpreted in accordance with the laws of the United Kingdom.
10.7 SEVEREBILITY
If any provision of this Agreement or the application of such provision to any person or circumstances shall
be held invalid, the remainder of the Agreement, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be affected thereby.
10.7 E
This Agreement constitutes the entire agreement between the Parties. It supersedes any prior agreement
or understanding among them, and it may not be amended or modified unless done so in writing between
the Parties.
10.8 HEADINGS
The descriptive headings of the several articles and paragraphs of this agreement are inserted for
convenience only and do not constitute a part of this agreement.
10.9 COUNTERPARTS
This agreement may be executed in multiple counterparts, each of which shall constitute an original, but all
of which taken together shall constitute one and the same agreement.
10.10 E
This Agreement constitutes the entire agreement between the Parties. It supersedes any prior agreement
or understanding among them, and it may not be amended or modified unless done so in writing between
the Parties.
10.11 HEADINGS
The descriptive headings of the several articles and paragraphs of this agreement are inserted for
convenience only and do not constitute a part of this agreement.
10.12 COUNTERPARTS
This agreement may be executed in multiple counterparts, each of which shall constitute an original, but all
of which taken together shall constitute one and the same agreement.
LEFT BLANK INTENTIONALLY
PRIVATE AND PROPRIETARY
MORNACH INVESTMENTS INTERNATIONAL LTD. -
9Pa Signed by Party One
© 2021
ge Signed by Party Two
MORNACH INVESTMENTS INTERNATIONAL LIMITED
A MEMBER OF MONARCH GROUP
25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, KY1-1104
IN WITNESS HEREOF THE PARTIES HEREBY AGREE TO THIS AGREEMENT ON
THE FIRST DAY WRITTEN ABOVE:
COMPANY NAME JBI GROUP LIMITED MORNACH INVESTMENTS INTERNATIONAL LTD
REPRESENTED BY MR. JI ZOUDA CEO REPRESENTED BY MR. RAYMOND J. BAROUD CEO
PASSPORT Nº EJ4852281 CHINA PASSPORT Nº 491033631 USA
DATE OF ISSUE JULY 29 2021 DATE OF ISSUE JAN 05, 2022
DATE OF EXPIRY JULY 28 2031 DATE OF EXPIRY JAN 04, 2032
For and on behalf of the Party One 1 / the Investor For and on behalf of the Party One 2/ the developer
OXFORD GLOBAL FUNDING INC PARJZ GLOBAL TRUST OXFORD GLOBAL FUNDING INC
Signatory Name: MR. JOSEPH YUN Signatory Name: Mr RICHARD RAGHUNATH
Title: CFO Tittle CEO/TRUSTEE
PASSPORT NUMBER: 663920254 PASSPORT NUMBER: 312633612
EXPIRATION DATE: 27 Feb 2021 EXPIRATION DATE: 01/27/2020
ISSUED BY COUNTRY: USA ISSUED BY COUNTRY: USA
DATE: JUNE 26, 2022 DATE: JUBE 26, 2022
PRIVATE AND PROPRIETARY
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10 Signed by Party One
© 2021
Signed by Party Two
Pa
ge
MORNACH INVESTMENTS INTERNATIONAL LIMITED
A MEMBER OF MONARCH GROUP
25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, KY1-1104
LEFT BLANK INTENTIONALLY
PRIVATE AND PROPRIETARY
MORNACH INVESTMENTS INTERNATIONAL LTD. -
1P0a Signed by Party One
© 2021
Signed by Party Two
ge
MORNACH INVESTMENTS INTERNATIONAL LIMITED
A MEMBER OF MONARCH GROUP
25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, KY1-1104
PARTY ONE PASSPORT COPY
PRIVATE AND PROPRIETARY
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© 2021
Pa
ge Signed by Party One Signed by Party Two
MORNACH INVESTMENTS INTERNATIONAL LIMITED
A MEMBER OF MONARCH GROUP
25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, KY1-1104
PARTY TWO PASSPORT COPY
PRIVATE AND PROPRIETARY
12 MORNACH INVESTMENTS INTERNATIONAL LTD. -
© 2021
Pa
ge Signed by Party One Signed by Party Two
MORNACH INVESTMENTS INTERNATIONAL LIMITED
A MEMBER OF MONARCH GROUP
25 Thompson Shipping Bldg, Eastern Ave., Grand Cayman, KY1-1104
PARTY ONE -1 beneficiary ‘s PASSPORT COPY
PRIVATE AND PROPRIETARY
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ge Signed by Party One Signed by Party Two
