PARTNERSHIP AGREEMENT ON INVESTMENT
AND FINANCIAL CO-OPERATION
AGREEMENT No: UI-PK/MT103/10B/001
REF:EMERSPAUVIC24
DATE: OCTEMBER 05, 2024
This Partnership agreement on investment and financial co-operation having volume of
investments: € 350,000,000.00 ( Three hundred and fifty milion EUROS), are in to this
Octember 0 7 2024 by and bet ween the following Parties :
THE SENDER (INVESTOR):
COMPANY NAME: UNIDUKE INDUSTRIES AND GROUP CORP
COMPANY ADDRESS: 205A 5TH ST, MONROE CITY MO 63456, USA
REPRESENTED BY: Mr. Mohd Danish Warshi
TITLE: Director
PASSPORT NO. W9209393
ISSUED PLACE: India
DATE ISSUE: 11/01/2023
DATE EXPIRY: 10/01/2033
BANK NAME: HSBC TRINKAUS & BURKHARDT AG
BANK ADDRESS: Hansaallee 3, 40549 Düsseldorf, Germany
ACCOUNT NUMBER: 2003215987
ACCOUNT / IBAN NO: DE57300308892003215987
SWIFT CODE: TUBDDEDDXXX
Represented by President Investor acting basing on Statute, herein after “INVESTOR” from one
side.
THE RECEIVER:
COMPANY NAME: KING DEVELOPMENT OF NJ LLC
COMPANY ADDRESS: 566 Irvington Avenue Elizabeth, New Jersey 07028, USA
REPRESENTED BY: PIOTR KAROL PACZYNSKI
PASSPORT NUMBER: 592635722
PASSPORT ISSUED DATE: 15/01/2019
PASSPORT EXPIRY DATE: 14/01/2029
PASSPORT ISSUED PLACE: USA
BANK NAME: HSBC TRINKAUS & BURKHARDT AG
BANK ADDRESS: Hansaallee 3, 40549 Düsseldorf, Germany
SWIFT CODE: TUBDDEDDXXX
ACCOUNT NAME: KING DEVELOPMENT OF NJ LLC
ACCOUNT No. / IBAN DE17300308802500012154
SENDER: RECEIVER:
1
PARTNERSHIP AGREEMENT ON INVESTMENT
AND FINANCIAL CO-OPERATION
AGREEMENT No: UI-PK/MT103/10B/001
REF:EMERSPAUVIC24
DATE: OCTEMBER 05, 2024
WHEREAS, Sender is holding an account at With cash funds to be transferred to Second Party’s
designated account aiming at investments; and
WHEREAS, Receiver is ready, willing and able to receive said cash funds into its designated
account and to execute the distribution and transfer of said received funds to designated parties
and bank accounts DIRECT WIRE TRANSFER, in accordance with the terms and conditions of
this Agreement; and
WHEREAS, Receiver has further made arrangement with a third party (here in after referredto
as Facilitator) ,to facilitate the execution of the said delivery of cash funds for investments and
Receiver and Facilitator shall authorize and instruct their designated Trustee to receive said funds
and proceed on the agreed distribution and transfer of cash funds, in accordance to the terms and
conditions in this Agreement;
NOW, THEREFORE, it is agreed as follows: First Party’s Statement Sender represents and
warrants that it has full corporate responsibility permission to enter into this Agreement. I, 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. By signing this
Agreement, Sender represents and warrants that it is giving to Receiver and its designated parties,
full legal authority to download said cash funds and distribute and transfer cash funds WIRE
TRANSFER as per agreed terms and conditions in this Agreement.
DETAILS OF TRANSACTION
FINANCIAL INSTRUMENT: SWIFT MT-103 WIRE TRANSFER
TOTAL FACE VALUE: € 10,000,000,000.00 (TEN BILION EUROS)
FIRST TRANCHE: € 1,970,830.00 (One Milion Nine hundred and seventy
thousand eight hundred and thirty EUROS)
SUBSEQUENT TRANCHES: To be mutually agreed funds can continue note it's understood that the
amount and timing of tranches are defined between
Parties.
SENDER: RECEIVER:
2
PARTNERSHIP AGREEMENT ON INVESTMENT
AND FINANCIAL CO-OPERATION
AGREEMENT No: UI-PK/MT103/10B/001
REF:EMERSPAUVIC24
DATE: OCTEMBER 05, 2024
PROCEDURES:
1. Sender and Receiver execute, sign and seal this Agreement with the distribution of the funds a stated
investment, which thereby automatically becomes a full commercial recourse contract.
2. Receiver is obligated to provide the Sender with necessary details (Bank account, SWIFT code, Bank
address, bank officer contact etc.) for the transfer cash funds to the company account by the Sender's bank
officer.
3. After signing of this Agreement by the Parties the Sender sends to the Receiver a copy of the bank
confirming existence transaction of cash funds.
4. Upon the above Sender will transfer the cash funds to the bank account and on success will provide
to the Receiver a secure copy of the TT slip with the details of the transfer.
5. Upon the reception of the slip the Receiver provides the Sender with signed Agreements accepted by
the Receiver’s bank for further payments (Redistribution/Re-investment) according to the Sender’s written
order.
6. Upon the successful transfer of the cash funds, Receiver’s bank officer is responsible to block and
within four days to re-distribute, for re-investment purposes, the funds via TT, fees paid by the Receiver
according to the Sender’s written order.
All other tranches will be made by the Sender, received and re-distributed/re-invested by the Receiver
under the up-mentioned Procedure.
7. The Receiver hereby agrees and confirms that the Sender is to provide him with a copy of SWIFT slip
only. The Receiver from the Sender will require no any other documents during fulfillment hereof.
NON-SOLICITATION
Receiver hereby confirms and declares that Sender, its associates or representatives or any person or
persons on its behalf have never been solicited by any party, its shareholders or associates or
representatives in anyway 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 the irrespective 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 event 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.
SENDER: RECEIVER:
3
PARTNERSHIP AGREEMENT ON INVESTMENT
AND FINANCIAL CO-OPERATION
AGREEMENT No: UI-PK/MT103/10B/001
REF:EMERSPAUVIC24
DATE: OCTEMBER 05, 2024
REPRESENTATIONS AND WARRANTIES
Organization
It is duly organized, validly existing and in good standing under the laws of its jurisdiction offormation
with all requisite power and authority to enter into this Agreement, to perform its obligationshereunder
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 transactions contemplated
here 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)
The two authorized signatories will execute any modifications, amendments, 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 here to 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 the mat law or inequity, have
the right to enforce their rights under this Agreement by actions for injunctive relief and specific
performance.
SENDER: RECEIVER:
4
PARTNERSHIP AGREEMENT ON INVESTMENT
AND FINANCIAL CO-OPERATION
AGREEMENT No: UI-PK/MT103/10B/001
REF:EMERSPAUVIC24
DATE: OCTEMBER 05, 2024
Prior Agreements; Construction; Entire Agreement
This Agreement, including the Exhibits and other documents referred to herein which form a part
thereof), 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.
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 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.
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.
Applicable Law; Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of The UK.
Waiver of Jury Trial
The Parties here to hereby irrevocably and unconditionally waive trial by jury in any legal action or
proceed in relating to this Agreement and for any counterclaim therein.
SENDER: RECEIVER:
5
PARTNERSHIP AGREEMENT ON INVESTMENT
AND FINANCIAL CO-OPERATION
AGREEMENT No: UI-PK/MT103/10B/001
REF:EMERSPAUVIC24
DATE: OCTEMBER 05, 2024
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 his Agreement.
No Rights of Third Parties
This Agreement is made solely and specifically between and for the benefit of the parties here to and
their respective members, successors and assigns subject to the express provisions hereof relating to
successors and assigns, and (i) no other Person whatsoever shall have any rights, Interest, or claims here
under or been titled 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 Sender and Receiver shall be made in the same currency in which Sender
transferred the investment fund (Article; Section 3.0.5;(b)). In addition, all calculations pursuantto this
Agreement and any joint venture agreement shall be based on ICC regulations.
Special provisions
Each Party shall bear all statutory tax obligations arising from its status as a tax obligator under relevant
laws and regulations. Each shall be individually and separately responsible for any expenses arising from
performing their duties.
SENDER: RECEIVER:
6
PARTNERSHIP AGREEMENT ON INVESTMENT
AND FINANCIAL CO-OPERATION
AGREEMENT No: UI-PK/MT103/10B/001
REF:EMERSPAUVIC24
DATE: OCTEMBER 05, 2024
In witness whereof, the Parties have here un to executed this Agreement, on the date of 7th
Octember 2024.
AGREED AND ACCEPTED BY:
SENDER
CONPANY NAME: UNIDUKE INDUSTRIES AND GROUP CORP
PASSPORT NUMBER: W9209393
COUNTRY OF ISSUE: INDIA
DATE OF ISSUE: 11/01/2023
DATE OF EXPIRY: 10/01/2033
STAMP & SIGNATURE:
Mr. Mohd Danish Warshi
RECEIVER
COMPANY NAME: KING DEVELOPMENT OF NJ LLC
PASSPORT NUMBER: 592635722
COUNTRY OF ISSUE: USA
DATE OF ISSUE: 15/01/2019
DATE OF EXPIRY: 14/01/2029
STAMP & SIGNATURE:
MR. PIOTR KAROL PACZYNSKI
SENDER: RECEIVER:
7
PARTNERSHIP AGREEMENT ON INVESTMENT
AND FINANCIAL CO-OPERATION
AGREEMENT No: UI-PK/MT103/10B/001
REF:EMERSPAUVIC24
DATE: OCTEMBER 05, 2024
SENDER’S PASSPORT COPY
SENDER: RECEIVER:
8
PARTNERSHIP AGREEMENT ON INVESTMENT
AND FINANCIAL CO-OPERATION
AGREEMENT No: UI-PK/MT103/10B/001
REF:EMERSPAUVIC24
DATE: OCTEMBER 05, 2024
SENDER COMPANY CERTIFICATE OF INCORPORATION COPY
SENDER: RECEIVER:
9
PARTNERSHIP AGREEMENT ON INVESTMENT
AND FINANCIAL CO-OPERATION
AGREEMENT No: UI-PK/MT103/10B/001
REF:EMERSPAUVIC24
DATE: OCTEMBER 05, 2024
RECEIVER’S PASSPORT COPY
SENDER:
RECEIVER:
10
PARTNERSHIP AGREEMENT ON INVESTMENT
AND FINANCIAL CO-OPERATION
AGREEMENT No: UI-PK/MT103/10B/001
REF:EMERSPAUVIC24
DATE: OCTEMBER 05, 2024
RECEIVER COMPANY CERTIFICATE OF INCORPORATION COPY
SENDER:
RECEIVER:
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