ROVEN MP HOLDING SRL
AGREEMENT NUMBER: -RMPH/SEPA/499M/01.2025
DATE: DECEMBER, 16, 2024
INVESTMENT AGREEMENT
G
THIS INVESTMENT AGREEMENT SHALL COME IN TO FORCEUSIGNING ON
WIRE TRANSFER “ SEPA JANUARY, 04,2025
PARTY A: INVESTOR
Name HECTOR PEREIRA
Mailing Address ULHENBURGER WEG 17 14641 NAUEN OT RIBBECK
Registration Nr. LANDWIRTSCHAFTSBETRIEBE
Represented By HECTOR PEREIRA
Passport No. 306920102
Date of Issue FEBRUARY 23/2022
Date of Expiry FEBRUARY 23/2032
SENDING BANK DETAILS
Bank Name UBS BANK
Bank Address MALAYAN BANKING BERHAD (MAYBANK
HECTOR PEREIRA
Account Name
CH970020622406553000A
IBAN:
MBBEMYKLXXX
Swift Code:
ENRICO MARIO FOLGART
Bank Officer:
Bank Officer Telephone
Bank Officer Email
PARTY-B / BENEFIARY / RECEIVER
COMPANYNAME: ROVEN MP HOLDING SRL
COMPANYADDRESS: STRADA BIHARIA, NR 25 BIROUL NR. 2X, ETAJ 3
SECTORUL 1 BUCAREST
COMPANYNIP: 47081206
REPRESENTEDBY: CANDELÙ PARISIO
PASSPORTNUMBER/ID: YC3556464
COUNTRYOFISSUE: ITALY
ISSUEDATE: 11.10.2023
EXPIRATIONDATE: 10.10.2023
BANKNAME: RAIFFEISEN S.A.
FirstParty: SecondParty:
ROVEN MP HOLDING SRL
AGREEMENT NUMBER: -RMPH/SEPA/499M/01.2025
DATE: DECEMBER, 16, 2024
BANKADDRESS: SUCURSALA BULEVARDUL UNIRII 23/25
SECTORUL 3 – BUCURESTI
ACCOUNTNAME:
ROVEN MP HOLDING SRL
SWIFTCODE: RZBRROBU
ACCOUNTNUMBER(IBAN): RO65RZBR0000060024151932
BANKEROFFICER
BANKEROFFICEREMAIL
BANKEROFFICERTEL
With full legal and corporate authority to sign this Agreement hereinafter referred to as Receiver or Project Asset
manager).Each of Sender and Receiver is a “Party” to this Agreement and collectively are hereinafter referred to as the
“Parties”. With full legal and corporate authority to sign this Agreement, in consideration of the premises and the mutual
promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: WHERE AS ,Sender is holding an
account at with cash funds to be transferred to Second Party’s designated account aiming at investments for Construction
Projects and Enterprises; and WHERE AS, 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 via
WIRE TRANSFER“ SEPA”, in accordance with the terms and conditions of this Agreement; and NOW,THEREFORE,
it is agreed as follows:
FIRST PARTY’S STATEMENT
Sender represents and warrants that it has full corporate responsibility permission to enter in to this Agreement.
Sender hereby declares under penalty of perjury that the funds are good, clean, clear, and free of non-criminal origin, and are
free and clear o falliens, en cumbrances 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 with wire transfer， as per agreed
terms and conditions in this Agreement
DETAILS OF TRANSACTION
FINANCIAL INSTRUMENT: CASH FUNDS TRANSFER VIA SEPA
INITIAL PAYMENT 499.000.000,00 EURO (FOUR HUNDRED NINETY-
NINE MILLION EURO)
ROLLAND EXTENSION
FIRST TRANCHE 50.000.000,00 EURO ( FIFTY MILLION )
PAYMENT:
BY BANK TRANSFER WITH SEPA
NOTE: INVESTMENT DEVELOPMENT GUARANTEE
FUND
FirstParty: SecondParty:
ROVEN MP HOLDING SRL
AGREEMENT NUMBER: -RMPH/SEPA/499M/01.2025
DATE: DECEMBER, 16, 2024
PROCEDURES
1. SENDERANDRECEIVEREXECUTE,SIGNANDSEALTHISAGREEMENTWITHTHEDISTRIBUTIONOF
THEFUNDSASSTATEDINVESTMENTS,WHICHTHEREBY AUTOMATICALLYBECOMESAFULL
COMMERCIALRECOURSECONTRACT.
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 TOTHECOMPANYACCOUNTBYTHESENDER'SBANKOFFICER.
3. UPON THE ABOVE SENDER WILL TRANSFER THE CASH FUNDS TO THE BANK ACCOUNT AND
ONSUCCESS WILL PROVIDE TO THE RECEIVER A SECURE COPY OF THE SLIP BANK TRANSFER
“SEPA”WITH THEDETAILSOFTHE TRANSFER.
4. ON RECEIPT OF THE SLIP, THE RECEIVER GIVES THE SENDER AGREEMENTS SIGNED
BYTHE RECEIVER FOR FURTHER PAYMENTS, ACCORDING TO THE WRITTEN ORDER OF
THESENDER.
5. AFTERMAKINGTHETRANSFEROFTHECASHFUNDS,THESENDERWILLPAYTHE
COMMISSIONSANDPROCEEDWITHTHEFUNDSINVESTMENTBETW PROGRAMASAGREED
EENTHEPARTIES.
6. ALLOTHERTRANCHESWILL
BEMADEBYTHESENDERANDRECEIVEDBYTHERECEIVERACCORDINGTOTHEPROCEDUREP
ROVIDED.
7. THERECEIVERHEREBYACCEPTSANDCONFIRMSTHATTHESENDERISPROVIDINGONLYACOP
YOFTHE"SEPA"TRANSFER.
THE RECEIVER WILL NOTRE QUEST ANY OTHER DOCUMENTS DURING THE
PERFORMANCE OF THIS AGREEMENT
NON-SOLICITATION
Receiver hereby confirms and declares that Sender, its associates or representatives or any person or
personsnitsbehalfhas/haveneverbeensolicitedbyanyparty,itsshareholdersorassociatesorrepresentativesinanywaywhat
soever that an beconstrued asa solicitationforthistransaction orforfuture transactions.
Any delay in or failure of performance by either party of their respective obligations under this
agreementshall constitute a breach hereunder and will give rise to claims for damages if, and to the extent that such
delays orfailuresin performancearenotcausedbyevents orcircumstance beyondthe control of such party.
Theterm“BeyondtheControlofSuchParty”includesActofWar,Rebellion,Fire,andFlood,Earthquakeorother
natural disasters. Any other cause not within the control of such party or which is by exercise of
reasonablediligence,the partywillbe unable toforeseeorpreventor remedy.
REPRESENTATIONS AND WARRANTIES
OrganizationIt is duly organized, validly existing and in good standing under the law so fits jurisdiction
offormation with all requisite power and authority to enter into this Agreement, to perform its obligations
hereunderand to conductthe businessoftheProgramand theSubsidiaries.
EnforceabilityThis Agreement constitutes the legal, valid and binding obligation of such party
enforceableinaccordancewith its terms.
Consents and Authority No consents or approvals are required from any governmental authority or
otherPerson 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 suchparty, havebeendulytaken.
No ConflictThe execution and delivery of this Agreement by it and the consummation of the
transactionscontemplatedherebyitdonotconflictwithorcontravenetheprovisionsofitsorganizationaldocumentsorany
FirstParty: SecondParty:
ROVEN MP HOLDING SRL
AGREEMENT NUMBER: -RMPH/SEPA/499M/01.2025
DATE: DECEMBER, 16, 2024
Agreementorinstrumentbywhichit orits propertiesorassetsareboundoranylaw,rule,regulation,orderordecreetowhich
itor itsproperties orassetsaresubject.
Receiver
I that beenaffordedtheopportunitytoseekandrelyupontheadviceofitsownattorney,accountantor other
professional advisor in connection with the execution of this Agreement. The Parties shall do so in
respectofeachotherandunderthisAgreementwritten conditions.
Miscellaneous Notice(s)
The two authorizedsignatorieswillexecuteanymodifications,amendments,addendumsorfollow-oncontracts
respectively. When signed and referenced to this Agreement, whether received by mail or facsimiletransmission as
all and any facsimile or photocopies certified as true copies of the originals by the Parties here toshallbe
consideredasanoriginal, both legallybindingandenforceable forthe termofthisAgreement.
Specific Performance; Other Rights
ThePartiesrecognizethatseveraloftherightsgrantedunderthisAgreementareuniqueand,accordingly,theParties
shall, in addition to such other remedies as may be available to the mat law or inequity, have the right
toenforcetheir rights underthis Agreement byactions forinjunctiverelief and specificperformance.
Prior Agreements; Construction; 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
agreementsandunderstandingsbetweenthemastersuchsubjectmatterandallsuchprioragreementsandunderstandingsare
mergedhereinandshallnotsurvivetheexecutionanddeliveryhereof.Intheeventofanyconflictbetweentheprovisionsofthis
Agreementandthoseofanyjointventuresagreement,theprovisionsoftheapplicablejointventureagreementshallcontrol.
Amendments
ThisAgreementmaynotbeamended,alteredormodifiedexcept(i)upontheunanimousbyinstrumentinwriting and
signed byeach of SenderandReceiver.
Severability
If any provision of this Agreement shall be held or deemed by a final order of a competent authority to
beinvalid, inoperative or unenforceable, such circumstance shall not have the effect of rendering any other
provisionor provisions here in contained invalid, inoperative or unenforceable, but this Agreement shall be
construed as ifsuch invalid, inoperative or unenforceable provision had never been contained herein so as to give
full force andeffectto the remaining such termsand provisions.
Counterparts
This Agreement may be executed in one or more counterparts, all of which shall be considered one and
thesame agreement, and shall become effective when one or more such counterparts have been signed by each of
thePartiesand deliveredto eachof theParties.
Applicable Law; Jurisdiction
ThisAgreementshallbegoverned byand construedin accordancewiththelawsofSwitzerland.
Waiver of Jury Trial
ThePartieshere toherebyirrevocablyandunconditionally waivetrialbyjuryinany
legalactionorproceedingrelating to thisAgreementand foranycounterclaimtherein.
Arbitration
Every attempt shall be made to resolved is puts arising from unintended or inadvertent violation of
thiscontractual agreement as far as possible amicably. In the event that adjudication is required local legal process
shallbe preceded with according to the principal of the ICC as above indicated. Where judicial resolution is not
there byachieved,this mattershallbe settledbythe ICCitself and the decisionofwhich thePartiesshallconsider
tobefinaland binding. No State court of any nation shall have subject matter jurisdiction over matters arising under
thisAgreement.
FirstParty: SecondParty:
ROVEN MP HOLDING SRL
AGREEMENT NUMBER: -RMPH/SEPA/499M/01.2025
DATE: DECEMBER, 16, 2024
No Rights of Third Parties
(i) This Agreement is made solely and specifically between and for the benefit of the parties here to and
theirrespective members, successors and assigns subject to the express provisions here of relating to successors
andassigns,and(ii)anotherPersonwhatsoevershallhaveanyrights,interest, orclaimshereunderorbeentitledtoanybenefits
underoron accountofthis Agreementasathirdpartybeneficiaryorotherwise.
Survival
The covenants contained in this Agreement which, by their terms, require performance after the expiration
ortermination of this Agreement shall be enforceable not withstanding the expiration or other termination of
thisAgreement.
Headings
Headingsareincludedsolelyforconvenienceofreferenceandifthereisanyconflictbetweenheadingsandthe textofthis
Agreement, the textshallcontrol.
Currency
Any exchange of funds between Sender and Receiver shall be made in the same currency in which
Sendertransferredtheinvestmentfund(ArticleIII;Section3.0.5;(b)).Inaddition,allcalculationspursuanttothisAgreement
and anyjoint ventureagreementshallbebasedon ICCregulations.
Special provisions
EachPartyshallbearallstatutorytaxobligationsarisfromits statusasataxobligator under
elevantlawsandregulations.EachPartyshallbeindividuallyandseparatelyresponsibleforanyexpensesarisfromperformin
gtheirduties.
Disbursements
Accordingtotheagreedshuntscaleshunttable.
IN WITNESS WHERE OF,the Parties have here un to executed this Agreement, on the date of
JANUARY, 04,2025
AFTER SUBMISSION OF THE SIGNED AGREEMENT, THE SENDER
PROVIDES A COPY CONFIRMING THE TRANSFER OF FUNDS.
Agreed and accepted by both Parties:
PARTY-A/ SENDER: PARTY-B/ RECEIVER:
ROVEN MP HOLDINGSRL
Represented By:
Represented By: Candelù Parisio
Passport No.:306920102 Passport No.:YC3556464
Place Of Issue: BRAZIL Place Of Issue: Italy
Date Of Issue: FEBRUARY 23/2022 DateOfIssue:11.102023
Date Of Expiry: FEBRUARY 23/2032 DateOfExpiry:10.10.2033
FirstParty: SecondParty:
ROVEN MP HOLDING SRL
AGREEMENT NUMBER: -RMPH/SEPA/499M/01.2025
DATE: DECEMBER, 16, 2024
INVESTOR’S PASSPORT
FirstParty: SecondParty:
ROVEN MP HOLDING SRL
AGREEMENT NUMBER: -RMPH/SEPA/499M/01.2025
DATE: DECEMBER, 16, 2024
INVESTOR’S REGISTRATION CERTIFICATE
FirstParty: SecondParty:
ROVEN MP HOLDING SRL
AGREEMENT NUMBER: -RMPH/SEPA/499M/01.2025
DATE: DECEMBER, 16, 2024
RECEIVER’SPASSPORT
FirstParty: SecondParty:
ROVEN MP HOLDING SRL
AGREEMENT NUMBER: -RMPH/SEPA/499M/01.2025
DATE: DECEMBER, 16, 2024
RECEIVER’S CERTIFICATE OF INCORPORATION COPY
FirstParty: SecondParty:
ROVEN MP HOLDING SRL
AGREEMENT NUMBER: -RMPH/SEPA/499M/01.2025
DATE: DECEMBER, 16, 2024
“ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE”
EDT(ELECTRONIC DOCUMENT TRANSMISSIONS)
EDT(ElectronicorFacsimiledocumenttransmissions)shallbedeemedvalidandenforceableinrespectof any
provisions of this Agreement. As applicable, this agreement shallbe:
Incorporate U.S. PublicLaw106-229, “Electronic Signatures in Global and National Commerce
Act”orsuchotherapplicablelawconformingtotheUNCITRALModelLawonElectronicSignatures(2001)and
ELECTRONICCOMMERCEAGREEMENT(ECE/TRADE/259,Geneva,May
2000)adoptedbytheUnitedNationsCentreforTradeFacilitationandElectronicBusiness
(UN/CEFACT). EDT documents shall be subject to European Community Directive No. 95/46/EEC, and
Directive No. 679/2016 UE as applicable. Either Party may request a hard copy of any document that
hasnbeenpreviouslytransmittedbyelectronicmeansprovidedhowever,thatanysuchrequestshallinnomannerdel
aythepartiesfromperformingtheir respective obligations and duties under EDT instrument.
Agreed and accepted by both Parties:
PARTY-A/ SENDER: PARTY-B/ RECEIVER:
ROVEN MP HOLDINGSRL
Represented By:
Represented By: Candelù Parisio
Passport No.:306920102 Passport No.:YC3556464
Place Of Issue: BRAZIL Place Of Issue: Italy
Date Of Issue: FEBRUARY 23/2022 Date Of Issue:11.102023
Date Of Expiry: FEBRUARY 23/2032 Date Of Expiry:10.10.2033
***** THE END OF THE AGREEMENT *****
FirstParty: SecondParty:
