Partnership Agreement On Delivery of Cash Funds For Investments Transfer Via Point of Service Via Business Card Visa No
Partnership Agreement On Delivery of Cash Funds For Investments Transfer Via Point of Service Via Business Card Visa No
1KG-0522
TRANSACTION CODE: VPAKDB0522.02.1KG
MAY 16th, 2022 Strictly Private & Confidential
This Partnership Agreement on “Delivery of Cash Funds for Investments/ Transfer using the Payment Point Of
Service, through System “VISA” (Hereinafter referred to as the “Agreement”) of total investments
€70,000,000.00 (Seventy million Euros), is made and effective on this May 16th, 2022, by and between
the following parties:
COMPANY/Einzelfirma NAME: ADOMAS TAUJENIS
COMPANY ADDRESS: 24211, PREETZ, SCHELLHORNER STR., 29, GERMANY
REGISTRATION No./OCCUPATION: 1057062
REPRESENTED BY/TITLE: Mr. Adomas Taujenis, CEO
PASSPORT NUMBER: 25377584 LTU
PLACE OF ISSUE (COUNTRY): Lietuva
PASSPORT OF ISSUE DATA: 19.08.20
PASSPORT OF EXPIRY DATE: 19.08.30
BANK NAME: Deutsche Bank AG
BANK ADDRESS: Rathausplatz 1, Kiel, 24011, Germany
SWIFT CODE: DEUTDEDB210
ACCOUNT NAME: ADOMAS TAUJENIS
ACCOUNT NUMBER ( EUR)/IBAN: DE89 2107 0024 0024 2461 00
BUSINESS CARD No.: 5355 0407 1503 7657
ACCOUNT SIGNATORY NAME: Mr. Adomas Taujenis
(Hereinafter referred to as the “Investor” or “Party-A”, with full legal and corporate authority to sign this
Agreement).
AND
COMPANY NAME/BENEFICIARY NAME: Kirkov and Co. Ltd.
COMPANY ADDRESS: Bvld. 6Th, September 125, Plovdiv, Bulgaria
COMPANY REG. No. 204228918
REPRESENTED BY/TITLE: Ms. Irena Vasileva Kirkova, CEO
PASSPORT №: 387976673 BGR
PLACE OF ISSUE (COUNTRY): BULGARIA
PASSPORT OF ISSUE DATA: 31.12.21
PASSPORT OF EXPIRY DATE: 31.12.26
BANK NAME: DSK Bank
BANK ADDRESS: Ul. Stefan Botev 14, 4003 Karshiyaka, Plovdiv, Bulgaria
SWIFT CODE/BIC: STSABGSF
ACCOUNT NUMBER ( EUR)/IBAN: BG64 STSA 9300 0027 8392 96
ACCOUNT NAME: Kirkov and Co. Ltd.
BUSINESS CARD VISA No.: 4796 8740 0712 4454
ACCOUNT SIGNATORY NAME: Ms. Irena Vasileva Kirkova
(Hereinafter referred to as the “Receiver/Asset Manager” or “Party-B”, with full legal and corporate
authority to sign this Agreement ).
Both together and individually hereinafter referred to as the "Parties", conclude an agreement of such
content, hereinafter referred to as the "Agreement":
WHEREAS, are individually known as Investor and Receiver and jointly known as Parties; and
WHEREAS, Investor is holding an account with cash funds to be transferred to Receiver designated account
via wire transfer Western Union (Global Pay) – aiming at investments; and
By signing Agreement, Investor represents and warrants that it is giving to Receiver and its designated
parties, full details of the operation, bank details, people direct contact details in order that the receiver has
full legal authority to download cash funds via wire transfer Western Union (Global Pay) - and distribute and
transfer cash funds, as per agreed terms and conditions in this Agreement.
1. SUBJECT OF AGREEMENT
1.1. Under present Agreement Parties have agreed that Investor as charity humanitarian organization irrevocably
agrees to invest to the Asset Manager the sum, specified in the p.1.5. of the present Agreement for the purpose
specified in p.1.4 of present Agreement (further summary – Investment), and Asset Manager irrevocably agrees to
receive and accept Investment and utilize it according to purposes specified in p.1.4 of the present Agreement.
In accordance with the provisions of this Agreement and general principles and regulations of the management of
the financial resources the Investor instructs, and the “Receiver/Asset Manager ” undertakes to manage investment
plans accepted by parties and invested by Investor by this Agreement.
1.2. The Investor's financial resources made available to the “Asset Manager” hereinafter referred to as the
"Investments".
1.3. According to the laws of and for execution of the Law of About the regime of foreign international investing for
two parties, under present Agreement both Parties have agreed that Investor agrees to invest an amount of money
to a Joint Venture Project for any Projects involving the development of energy facilities, power equipment and
technologies( Projcts Alternative (green) Energy ) and Projects for the provision of digital services and solutions,
high-speed Internet and television access services, telecommunication services for users of all levels, and any New
startup innovation (by the Partner’s choice) for taking profit from the activity of this New startup innovation,
social, innovative projects.
1.4. The High Contracting "Parties", in order to strengthen bilateral friendly international relations are intended to
cooperate in the following make own projects at the expense of own funds and financial opportunities as well as
attracting partners.
1.4.1. Investments in projects for placement in securities of European Union companies. Consulting services for the
support and implementation of investments in commercial sphere, social, innovative projects.
1.4.2. Promoting involvement in the real economy, and private regional priority investment projects.
And also, can carry out reinvestment in the objects of the primary investment and other objects of investment and
reinvestment.
1.5. Investor makes their material investments, total amount of investment under the present Agreement is
€70’000’000.00 (Seventy Million Euros) with rolls and extensions.
Full amount of investment under the present Agreement will be transferred to the Party B bank account/Card
Business VISA, specified in the present Agreement, via the wire transfer from the Investor’s bank.
1.5.1. Agreed First tranches amount of Investment under the Agreement will be sent by the Investor in term of 5
( five) banking days from the moment of signing of present Agreement and rest of amounts, according agreed
schedule.
Sum of the investment is not a subject to return.
Investor has no right to claim transferred investment amount back from Party B under no circumstances and also
has no right for any indemnification in regards of the interests or lost profit. Investment will be made by clear
money funds of non-criminal origin, free of liens and encumbrances.
1.5.2. Party B bears full responsibility for appropriate utilization of investment. Terms of fulfillment and utilizing of
the investment funds are not to be scheduled and are to be defined based on sensible terms for fulfillment of the
projects. Party B notifies the Investor about investment projects and these investment projects were fully approved
by Investor and accepted for investment process. Investing the funds, Investor had fully agreed with objectivity,
reasonability and significance of the investment projects. Terms of utilizing the investment funds of the first
tranche should have no restriction and impact on the increase of investments amount and should have no influence
on further tranches.
2.1. . INSTRUCTIONS "FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE
IN CASH IMMEDIATELY UPON RECEIPT BY BENEIFICIARY'S BANK." TEXT MESSAGE: THE S.W.I.F.T. OR
CLEARS TREAM TEXT MESSAGE COVERING ALL REMITTANCES SHALL CLEARLY STATE THE
FOLLOWING: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL
CONSULTING FEES.
2.2. CONFORMITY WITH INTERNATIONAL TEGULATIONS.
The Parties declare to one another that the funds used in this transaction do not contravene any of the following laws or
any other illegal or criminal activity:
Intergovernmental the Drug Trafficking Act of 1986;
Intergovernmental the Criminal Act of 1988;
Intergovernmental the Prevention of Terrorism (Temporary Provisions) Act of 1989;
Intergovernmental the Criminal Justice (International Cooperation) Act of 1990;
Intergovernmental the Criminal Justice Act of 1993;
Intergovernmental the Anti-Terrorism Act, and the Patriot Act II and I.
3. PROCEDURES
3.1. Party-B completes/signs/seals this Agreement and submits them to Party-A via e-mail, along with the and
compliance documents, which shall include all annexes;
3.2. Party-A verifies, approves, completes and counter signs/seals this Agreement, PARTY A.
3.3. PARTY A hard copies contract a put his signature / SCANNING THE CONTRACT and sends by e-mail BOTH
PARTIES in PDF format TO PLACE THE BANK by e-mail (Hard copies to be exchanged by courier service, if
requested) which shall include the following:
3.4. Each Party puts this Agreement in his nominated bank and notifies the Party through its authorized.
3.5. Within (72) banking hour’s Investor instructs his servicing bank to send via wire transfer via the Point Of
Service the First tranche, as agreed by Parties, as per PARTNERSHIP AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS TRANSFER VIA PAYMENT SYSTEM VISA No: VS/AGI – KVC/EB-70M/02.1KG - 0522, to the
bank account of the Asset Manager of the Agreement, in accordance with the following schedule of investments
(ANNEX-A).
3.6. After each transfer tranche, INVESTOR immediately provides a copy of Payment/Screenshot to the Asset
Manager in order to verify the acceptance of the money funds for the investment. After investment funds are
credited to the accounts of the receivers, the first stage is completed, and next stage starts as per agreement
between the parties, and this goes on till complete transaction is performed, tranche by tranche.
3.7. The parties hereby agree that rolls and extensions are available for this Agreement, and all beneficiaries shall
keep their shares of distribution of funds as agreed herein. All other tranches will be made by the Sender,
Received and Re- distributed /Re-invested by the Receiver under the up-mentioned procedure, as per agreed
transfer schedule.
3.8. Rights and obligations of the Parties.
4. 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 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.
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. 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 transactions
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.
Receiver. 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.
5. MISCELLANEOUS
Notice(s) any modifications, amendments, addendums or follow on contracts will be executed by the two
authorized signatories 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. Parties recognize that several of the rights granted under 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 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 Agreement and those of any joint
ventures agreement, the provisions of 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 Sender and Receiver.
Severability. If any provision of this Agreement shall be held or deemed by a final order of a competent authority
7. Codes of identification
7.1. The Parties agree that all documents related to the transactions bear the codes listed of this Agreement
and that the said codes remain unchangeable within this Agreement duration, including all rollovers,
extensions and additions.
8. Communication
8.1. Communication with banks will be limited to those between the Investor’s bank and Partner’s bank and
only by between authorized bank officers/representatives, including principals of the Investor and the Partner, in
the course of completion of this transaction. No communication by any other party is permitted without prior
written consent of the named accountholders.
8.2. Any notice to be given hereunder from either Party to the other shall be in writing and shall be delivered
by fax to the telefax number or by e-mail to e-mail address of the respective Party as
provided herein. The Parties agree that acknowledged e-mail or telefax copies are treated as legally binding
original documents. E-mail copies, scanned and sent on e-mail as photo, of this Agreement and exchange of
correspondence duly signed and/or executed shall be deemed to be original and shall be binding and are regarded
as original and good for any legal purpose.
8.3. EDT-Electronic Document Transmittal & Counterparts:
9. VALIDITY
9.1. Once this Agreement is signed by both Parties the transaction shall begin within five (5) banking days or
sooner, excluding Saturdays and Sunday and any bank holidays.
Present Agreement is valid from moment of its signing. Present Agreement shall be considered as finished after
successful completing by Parties its respective obligations under present Agreement and settle all payments.
Present Agreement can be terminated by mutual written decision of all Parties of present Agreement.
TBA TBA
ANNEX-A
Planning Funds Transfer, on the Receiver's Bank via wire transfer via the Payment System “VISA”.
FOR A TOTAL DOWNLOAD AMOUNT OF – € 70,000,000.00 ( SEVENTY MILLION EUR) :
ANNEX-B.
COPY PASSPORT INVESTOR OR PARTY “A”
COPY PASSPORT DIRECTOR/MR. ADOMAS TAUJENIS