Contr GTS-ROR
Contr GTS-ROR
Contr GTS-ROR
Between:
And
ROR Limited
Represented by: Mr. Beryar Ravinder Singh
INVESTOR-PARTY “A”:
COMPANY NAME: PROGRESS INCORPORATED LIMITED
COMPANY ADDRESS: 95448, BAUREYTH, ALLENSTEINER RING 2B, GERMANY
INCORPORATE REG. NO.: 2533084
BANK INSTITUTION: CREDIT SUISSE AG
BANK ADDRESS: 8 PARADEPLATZ 8070 ZURICH, SWITZERLAND
CLIENT NAME: PROGRESS INCORPORATED LIMITED
ACCOUNT NO CH1004835072073970000
AND
CLIENT – PARTY “B”:
COMPANY NAME: ROR Limited
COMPANY ADDRESS: Flat/RM 01-02 10/F Wilson House 19 Wyndham Street Central, HK
INCORPORATE REG. NO.: 60408664-000-09-22-2
BANK INSTITUTION: HSBC Hong Kong
BANK ADDRESS: Queen’s Road Central, Hong Kong, HSBC Hong Kong Head Office #1
CLIENT NAME: ROR Limited
ACCOUNT NO (EURO): 741-464069-838
ACCOUNT SIGNATORY: Mr. Beryar Ravinder Singh
SWIFT/GPI CODE: HSBCHKHHHKH
"Investments". According to the term the subject of this Agreement is the investment activity
of the amount investments 50% (fifty percent) in favor of Mr. Abdulaziz Abdulkhaliq
Alghamdi ziraat bank account number (IBANTR060001000595758947235002) (SWIFT
TCZBTR2A) and Mr Yousefyaaqoupal-hammadi account number (IBAN
TR4300010005957589527450 03) SWIFT (TCZBTR2A )the Investor and 50%(fifty percent)
in favor of the Receiver.
4. Subsequent Tranches: Subsequent tranches amount to be mutually agreed between the Parties
7 After transaction Party B will verify, authenticate & confirm the receipt of the cash
Special remarks: funds within 3 (THREE) banking day and then make the necessary disbursements via
Swift as per PAYOUT LIST instructions or as mutually agreed.
PROCEDURE
SWIFT GPI SEMI-AUTOMATIC - mandatory using - SWIFT GPI System SWIFT GPI SYSTEM - has nature of SEMI-AUTOMATIC.
1.1 ON RESPECTIVE AND SUCCESSFUL DUE DILIGENCE, THE SENDER, AND THE RECEIVER, SIGN THIS AGREEMENT AND
LODGE COPIES WITH THEIR RESPECTIVE TRANSACTING BANK /BANK OFFICERS FOR EXECUTION.
1.2 THE NOMINATED BANK WILL ESTABLISH A PURPOSE ACCOUNT FOR THE SENDER
1.3 RECEIVER ISSUES A BANK ENDORSED PAYMENT/PAYOUT GUARANTEE LETTER IN FAVOUR OF SENDER AND ALL
BENEFICIARIES
1.4 THE SENDER WITHIN 24 HOURS OF SIGNING THIS AGREEMENT WILL ASSIGN THE AGREED AMOUNT(S) VIA SWIFT GPI
MT103 SEMI AUTOMATIC MANUAL DOWNLOAD WITH UETR CODE, TO THE NOMINATED RECEIVING BANK TO BE DOWNLOADED
BY THE BANK/BANKER FROM THE SERVER OF RECEIVING BANK, COPY OF THE SCREENSHOT SHOWING THE ASSIGNED
AMOUNT(S) WILL BE SENT TO THE RECEIVER THROUGH AFRICUNIA INCORPORATED FOR THE RECEIVER’S BANKER TO CONFIRM.
1.5 THE RECEIVING BANK / BANKER OFFICER ON RECEIPT OF SWIFT GPI MT103 SEMI AUTOMATIC MANUAL DOWNLOAD
WITH UETR CODE SCREENSHOT WILL IMMEDIATELY CHECK THE FUNDS ASSIGNED AND IF THE ASSIGNED FUNDS MEETS THE
BANK’S / BANKER’S APPROVAL THE FINAL CODE WILL BE REQUESTED WHICH WILL ALLOW THE RECEIVING BANK/BANKER TO
EXECUTE THE DOWNLOAD.
1.6 THE SENDER WILL SEND THE FINAL DOWNLOAD CODE(S) BY EMAIL DIRECTLY AFRICUNIA INCORPORATED
([email protected]) WHO WITHIN 24 HOURS OF RECEIVING THE FINAL DOWNLOAD CODE(S) WILL MAKE THE CODE(S)
AVAILABLE TO THE RECEIVING BANK/BANK OFFICER WHO WILL THEN SUCCESSFULLY DOWNLOAD THE FUNDS FROM THE
GLOBAL SERVER INTO THE RECEIVER’S PURPOSE ACCOUNT AND IMMEDIATELY PAY THE PARTIES AS PER THE PAYMENT
GUARANTEE DOCUMENT.
CHANGES TO THE ANY OF THE PROCEDURES MUST BE MADE IN WRITING AND SIGNED RESPECTFULLY BY SENDER AND RECEIVER
AS CONFIRMATION AND ACCEPTANCE REPRESENTATIONS AND WARRANTIES
COMMUNICATION ACKNOWLEDGMENT
BOTH PARTIES AGREE THIS IS A SERVER TO SERVER SCREEN TRANSACTION, THERE WILL BE NO CONTACT BETWEEN BANK
OFFICERS, INCLUDING NO FAXES, NO LETTERS NO EMAILS NO TELEPHONE CALLS AND NO SWIFTS IN THIS TRANSACTION.
NON-SOLICITATION
THE RECEIVER HEREBY CONFIRMS AND DECLARES THAT THE 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, AND 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.
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.
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.
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.
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. 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 TO BE
INVALID, INOPERATIVE OR UNENFORCEABLE, SUCH CIRCUMSTANCE SHALL NOT HAVE THE EFFECT OF RENDERING ANY OTHER
PROVISION OR PROVISIONS HEREIN, THEREFORE TO BE CONSIDERED 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.
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 PARTIES. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE UK. 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:
ALL DISPUTES AND QUESTIONS WHATSOEVER WHICH ARISES BETWEEN THE PARTIES TO THIS AGREEMENT AND TOUCHING ON
THIS AGREEMENT ON THE CONSTRUCTION OR APPLICATION THEREOF OR ANY ACCOUNT COST, LIABILITY TO BE MADE
HEREUNDER OR AS TO ANY ACT OR WAY RELATING TO THIS AGREEMENT SHALL BE SETTLED BY THE ARBITRATION IN
ACCORDANCE WITH THE ARBITRATION LAWS OF THE ICC. THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT AND
UNDERSTANDING CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES AND REPLACES ALL PRIOR NEGOTIATIONS AND
PROPOSED AGREEMENTS, WRITTEN OR ORAL. NEITHER OF THE PARTIES MAY ALTER, AMEND, NOR MODIFY THIS AGREEMENT,
EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY BOTH PARTIES. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF UNITED KINGDOM. IN THE EVENT THAT EITHER PARTY SHALL BE REQUIRED TO BRING ANY
LEGAL ACTIONS AGAINST THE OTHER IN ORDER TO ENFORCE ANY OF THE TERMS OF THIS AGREEMENT THE PREVAILING PARTY
SHALL BE ENTITLED TO RECOVER REASONABLE ATTORNEY FEES AND COSTS.
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.
I. THIS AGREEMENT IS MADE SOLELY AND SPECIFICALLY BETWEEN AND FOR THE BENEFIT OF 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.
CURRENCY:
ANY EXCHANGE OF FUNDS BETWEEN THE SENDER AND THE RECEIVER SHALL BE MADE IN THE SAME CURRENCY IN WHICH THE
SENDER TRANSFERRED THE INVESTMENT FUND. IN ADDITION, ALL CALCULATIONS PURSUANT TO THIS AGREEMENT AND ANY
JOINT VENTURE AGREEMENT SHALL BE BASED ON ICC REGULATIONS.
IN WITNESS OF THE FOREGOING, BOTH PARTIES HAVE DULY EXECUTED THIS AGREEMENT THROUGH THEIR DULY AUTHORIZED
SIGNATORIES UNDER SEAL. THIS AGREEMENT SHALL BE EFFECTIVE COMMENCING UPON EXECUTION OF SAME HEREIN AND
SHALL BE ENFORCED IMMEDIATELY WITH EFFECT ON DATE OF SIGNING.
READ, ACKNOWLEDGED, AND SIGNED WITHOUT CHANGE BY THE RESPECTIVE PARTIES ON MARCH 02, 2023:
IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon this Agreement as of this date of
November 3, 2024.
Signatures
IN WITNESS WHEREOF, the parties hereto declare that they have read and understood this Agreement and are fully
aware of the interpretation of all of the provisions, terms, and conditions herein and further that they have signed by
their hand below, and have accepted and approved all covenants, terms, and conditions of this Agreement this 3
November 2024.
Represented By: Mr. Rade Manojlovic REPRESENTED BY: Mr. Beryar Ravinder Singh
Passport Number: 554169762 PASSPORT NUMBER: 510736912
Date Of Issue: 30-Nov-2016 DATE OF ISSUE: 22/01/2014
Date Of Expiry: 29-Nov-2026 DATE OF EXPIRY: 22/02/2024
Country Of Issue: USA PLACE OF ISSUE COUNTRY: England
TRANCHE SCHEDULE
Addendum 1.
Party A: Party B: Page 7 of 11
Agreement No: ROR-PIL-01032023
Transaction No: PIL-ROR-02032023
Date: 3 ноября 2024
ELECTRONIC SIGNATURE IS VALID AND LEGALLY – BINDING AS AN ORIGINAL IF TRANSMITTED IN SECURE AND CERTIFIED PDF
FORMAT ELECTRONIC DOCUMENT