CONTRACT NUMBER: KELLCOR-GREEN /500M/20240716
DATE: JANUARY 1 2025
KELLCOR-GREEN /500M/20240716
MT 103 GPI DIRECT CASH TRANSFER
PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-
OPERATION USING SWIFTCHATTERED.COM BANK No.
KELLCOR-GREEN/500M/20240716
THIS PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION (HEREIN REFERRED TO AS THE
“AGREEMENT”) WITH CONTRACT NUMBER: KELLCOR-GREEN/500M/20240716 WITH VOLUME OF INVESTMENTS:
ARE INTO THIS MAY 19, 2025 BY AND BETWEEN THE FOLLOWING PARTIES:
« KELLCOR INVESTMENT GMBH », HERE BY REPRESENTED MR. HERBERT KELLER, (hereinafter Referred to as
the Investor or Party “A”):
COMPANY NAME: KELLCOR INVESTMENT GMBH
COMPANY ADDRESS: MORGARTENSTRASSE 3 LUZERN SWITZERLAND CH 6003
COMPANY REG. NUMBER: CH-100.4.802.430-2
REPRESENTED BY: MR. HERBERT KELLER
TITLE: CEO
PASSPORT NUMBER: X5769444
PASSPORT ISSUE DATE: 26.04.2019
PASSPORT EXPIRATION DATE: 25.04.2029
COUNTRY OF RESIDENCE: SWITZERLAND
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS: TAUNUSANLAGE 12, FRANKFURT AM MAIN, GERMANY
ACCOUNT NAME: KELLCOR INVESTMENT GMBH
ACCOUNT NUMBER:(EUR) DE43500700100927361600
SWIFT CODE: DEUTDEFFXXX
BANK OFFICER NAME: TBA
And
«…………………», HERE BY REPRESENTED BY …………… DIRECTOR (hereinafter referred
To as the Partner or Party “B”):
COMPANY NAME:
COMPANY ADDRESS:
COMPANY REG. NUMBER:
REPRESENTED BY:
TITLE:
PASSPORT NUMBER:
ISSUE DATE:
COUNTRY OF RESIDENCE:
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNTNUMBER:(EUR)
SWIFT CODE:
GPI CODE
CONTRACT NUMBER:
DATE:
JAN 2025
PARTNAR A: PARTNER B:
KELLCOR-FESTONIA/500M/202407
And according to the charter which is attached to this “Agreement” ,(herein after referred to as the Investor or
Party “A”) on the one hand and (hereinafter referred to as the Partner or Party “B”) on the other hand, both
together and individually hereinafter referred to as the "Parties", conclude an agreement of such content,
hereinafter referred to as the "Agreement":
DESCRIPTION OF TRANSACTION:
TOTAL FACE VALUE: $500,000,000 (FIVE HUNDRED MILLION DOLLAR)
IT'S UNDERSTOOD THAT THE AMOUNT AND TIMING OF TRANCHES
NOTE:
AREDEFINED IN THE PRESENT AGREEMENT
WHEREAS:
WHEREAS, the Parties here to are desirous of entering in to this Agreement for the purpose of developing their own
investment projects contemplated herein for the mutual benefit only and not for other purposes whatsoever.
WHEREAS, both Parties here to warrant that the currencies to be transacted, for making the investments, are all
good, clean and cleared funds of non-criminal origin, without any traces of illegality or unlawfulness whatsoever.
WHEREAS, each Party here to declare that it is legally empowered, fully authorized to execute and accept this agreement,
as well as agrees to be bound by its terms and conditions under the penalty and other consequences.
WHEREAS, Investor through its fiduciary bank, where the final agreements will be lodged in and assigned to, confirms
and warrants that it has the financial capacity of EURO funds and DOLLAR funds to transact under this Agreement.
WHEREAS, the Parties hereto with full corporate responsibility, under the penalty of perjury, declare that they will
upon the execution of this Agreement complete the transaction contemplated herein, except on circumstances of
force majeure and government sanctions, if such appear. The parties hereto shall not be liable for any failure to
perform under the “force majeure” provisions of the ICC, Paris.
WHEREAS, both Parties herein agree that each party has the full right to use and choose whatever company more
suitable to carry out this assignment, to success fully complete the present transaction.
1. SUBJECT OF 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 “Partner” undertakes to manage investment plans accepted by
parties and invested by Investor by this Agreement.
The Investor's financial resources made available to the “Partner” herein after referred to as the "Investments".
According to the laws of and for execution of the Law of About the regime of foreign international investing for two
parties, the subject of this Agreement is a joint investment activity of the Partners, which is not connected with the
creation of new legal entities, on the following directions: investments in the commercial sphere, social, innovative
projects etc.
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 involving partners.
Promoting involve men in the real economy, and private regional priority investment projects.
PARTNER A: PARTNER B:
CONTRACT NUMBER: 3
DATE: JAN 2025
KELLCOR-FESTONIA/500M/20240716 10
Promoting a balanced and sustain able growing system of financial support for projects and programs in priority
areas.
Minimizing investment and commercial risks involved in the implementation of projects.
And also can carry out reinvestment in the objects of the primary investment and other objects of investment and
reinvestment.
The Investor makes their material investments as reinvestment to $500,000,000.00, UNDER THIS “AGREEMENT” No
KELLCOR-FESTONIA/500M/202407126 Within, the Partner`s bank issues an un conditional DOLLAR-funds SWIFT GPI
DIRECT CASH TRANSFER VIA SWIFTCHATTERED.COM (72) banking hour’s wire transfer to the bank account to be
specified from the Investor`s, in accordance with the following schedule of investments.
2. JOINT ACTIVITIES OF THE PARTIES
We, the under signed Parties, hereby with full legal and corporate responsibility, under penalty of perjury, confirm
that Investor is ready, willing and able the investments, and the Partner is ready to receive the investments and to
make at the mutually agreed terms and conditions hereof.
For the realization of the investment programs the Parties bring the foreign investment in convertible currency
during validity hereof according to the schedule fixed by the Parties, agreed currency amounts and tranches which
are reflected in additional agreements hereto
The Parties can extend kinds and spheres of investment activity and if necessary make the Additional
agreements. Addendum and changes may be brought to this Agreement by mutual agreement of the Parties, which
are to be formed by separate protocols, which, after the signing of “Parties”, are considered as integral part hereof.
3. RIGHTS AND DUTIES OF THE PARTNERS
Party-A and Party-B for the purposes of fulfill men there of:
Develop investment activity for its economic and technical projects.
Conclude contracts, agreements, and other agreements necessary for the realization of their investment programs.
Acquire export-import quotas and licenses for export and import of products.
Provide each other with all necessary legal, financial and other documents, related to the fulfillment hereof.
Invest money in their own projects during validity here of according to their current legislation.
Carrie out economic activity to fulfill own investment programs, make debt liquidation on all kinds of expenses,
payment of commodities and services, transfers facilities for payment of salaries and other types of rewards, cover
all kinds of charges.
Attract other legal entities and individuals for the fulfillment of their investment programs under the present
Agreement at their sole decision.
Are to provide each other with necessary assistance.
Are to follow and observe the terms and conditions hereof.
Are obligated to keep in a secret all business, technical and commercial information related to implementation
hereof. Can invest additional investments during the validity period of the present Agreement, and also can carry
out reinvestment in primary investment projects and other investment and reinvestment objects.
The Party-A for the purposes of fulfillment hereof:
Develops the directions of own investment activity with its economic and technical ground.
Concludes contracts, agreements, and other agreements necessary for the realization of its investment programs.
Acquires export-import quotas and licenses for export and import of commodities and products.
Provides Party-B with all necessary legal, financial and other documents, related to the fulfillment hereof.
Can invest money during the validity of this Agreement according to the current legislation.
PARTNER A: PARTNER B:
CONTRACT NUMBER:
DATE:
JAN 2025
CONTRACT NUMBER: 5
DATE: ,2025
KELLCOR-FESTONIA/500M/202407126
JAN 1 2025
Carries out economic activity to fulfill own investment programs, makes debt liquidation on all kinds of expenses,
payment of commodities and services, got by each of the Parties, transfers facilities for payment of salaries and other
types of rewards, finance all kinds of charges.
Attracts other legal entities and individuals for the realization of the investment programs under the present
Agreement.
Attracts investments and financial assets, including credit and loan facilities of residents and not residents aimed on
execution of investment activity.
The Party-B for the purposes of fulfillment hereof:
Develops the directions of own investment activity with its economic and technical ground.
Concludes contracts, agreements, and other agreements necessary for realization of its investment programs.
Acquires export-import quotas and licenses for export and import of commodities and products.
Provides Party-A with all necessary legal, financial and other documents, related to the fulfillment hereof.
Can invest money during the validity of this Agreement according to the current legislation.
Carries out economic activity to fulfill own investment programs, makes debt liquidation on all kinds of expenses,
payment of commodities and services, got by each of the Parties, transfers facilities for payment of salaries and other
types of rewards, finance all kinds of charges.
Attracts other legal entities and individuals for realization of the investment programs under the present Agreement.
Attracts investments and financial assets, including credit and loan facilities of residents and not residents aimed on
the execution of investment activity.
4. TOTAL VOLUME OF INVESTMENTS AND ORDER OF FINANCING VIA THE SWIFTCHATTERED.COM
Investor’s currency : $ (DOLLAR)
Total investment amount: $500,000,000.00 (FIVE HUNDRED MILLION DOLLAR)
Now therefore inconsideration as herein set out and inconsideration of the understanding, as well as of here good
valuables purposes, the adequacy and receipt of which is hereby acknowledged by Parties as follows:
Party-A is ready to start project financing in the volume and follows the sequence:
Party-A provides Party-B with funding necessary for implementing development projects through their own dollar
currency funds.
5. TARGETED USE OF THE FUNDS THEIR DISTRIBUTION
Investment in the project for the development and installation for processing of garbage–energy–recovery–
plant “MERA”.
Investment in the projects for the development alternative energy.
Development of several companies to work with, in the field of exports and imports in Western and Eastern Europe,
Middle East etc. Consulting services for the support and implementation of credit lines.
All the necessary documents on the distribution of funds, will be an integral part of this Agreement, and will be
additions to the granting of this Agreement.
6. TRANSACTION PROCEDURES
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 the following:
• Present Agreement, with all Annexes;
Party-A verifies, approves, completes and countersigns/seals this Agreement, PARTY-A.
CONTRACT NUMBER: 6
DATE: JAN ,2025
PARTNER A: PARTNER B:
KELLCOR-FESTONIA/500M/202407126
PARTY-A hard copies contract a puts his signature/SCANNING THE CONTRACT and sends by e-mail BOTH
PARTIES in PDF format TOPLACE THE BANK by e-mail (Hard copies to be exchanged by courier service, if
requested) which shall include the following:
• Present Agreement, with al Annexes;
Each Party puts this Agreement in his nominated bank and notifies the Party through its authorized.
After transmission copy SWIFT GPI MT103 Direct Cash Transfer Referring to $500,000,000.00 (FIVE
HUNDRED MILLION DOLLAR ) UNDER THIS “AGREEMENT” No: KELLCOR-FESTONIA/500M/20240716 issues an
un conditional DOLLAR-funds SWIFT GPI MT103 Direct Cash Transfer via swiftchattered.com(72) wire transfer
to Partner’s bank, in accordance with the following schedule of investments.
7. CONFIDENTIAL INFORMATION AND SECURITY
In connection with the present Agreement, the Parties will provide each other with the information concerning the
designated fiduciary banks originating in writing by each Party and is designated as confidential which the Parties
hereby agree to treat as “confidential information”. The Parties understand and agree that any confidential
information disclosed pursuant to this Agreement is secret, proprietary and of great value to each Party which value
may be impaired if the secrecy of such information is not maintained.
The Parties further agree that they will take reasonable security measures to preserve and protect the secrecy of
such “confidential information” and will hold such information in trust and not to disclose such information, either
directly or indirectly to any person or entity during the term of this Agreement or any time following the expiration
or termination hereof; provided, however, that the Parties may disclose the confidential information to an assistant,
agent or employee who has agreed in writing to keep such information confidential and to whom disclosure is
necessary for the providing of services under this Agreement.
Separate introductions made through different intermediary chains may result in other transactions between the
Parties will not constitute a breach of confidential information, provided such new chains were not created for
purposes of circumvention of the first introducing chain. Copy and paste signatures are not allowed.
Agreement which is to transfer and organize the bank shall be transmitted in the form of scanned visa authorized
signature.
Un authorized bank communication: Neither Party is allowed to contact the bank of the other Party without the
written authorization for that of the Party whose bank is to be contacted. Any unauthorized contact act of either
Party of this Agreement is considered a sabr each of this Agreement and shall cause this Agreement immediate
cancellation, and the transaction becomes null and void.
8. CODES OF IDENTIFICATION
The Parties agree that all documents related to the transactions bear the codes listed on page 01 of this Agreement
and that the said codes remain unchanged able within this Agreement duration, including all rollovers, extensions
and additions.
9. COMMUNICATION
Communication with banks will be limited to those between the Investor’s bank and Partner’s bank and only
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 the prior written
consent of the named account holders.
Any notice to be given hereunder from either Party to the other shall be in writing and shall be delivered by fax to
the tele fax number or by e-mail to the 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.
EDT- Electronic Document Transmittal & Counterparts: This Agreement may be executed in multiple copies at
different times and places, each being considered original and binding. All facsimile /electronic
transmittal/communications, including electronic signature, relating to this Agreement and which are mutually
CONTRACT NUMBER: 7
DATE: ,2025
PARTNER A: PARTNER B:
KELLCOR-FESTONIA/500M/20240716
f
Accepted by the Parties, shall be deemed legally binding and enforce able documents transaction. And
as or the duration of the applicable, this Agreement shall:
❖ Incorporate U.S. Public Law 106-229, "Electronic Signatures in Global and National Commerce Act" or such
other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001);
❖ Electronic Commerce Agreement (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre
for Trade Facilitation and Electronic Business (UN/CEFACT);
❖ All electronically submitted documents shall be subject to the European Community Directive No.95/46/EEC,
as applicable.
10. VALIDITY
Once this Agreement is signed by both Parties the transaction shall begin within three (3) banking days or
sooner, excluding Saturdays and Sundays and any bank holidays.
11. FULL UNDERSTANDING
The latest edition/signature of this Agreement, executed by each party in originals, represents the full understanding
between the Parties and supersedes all other under takings, whet her verbal or written. All statements and
representations are made without any omission of material fact and with full corporate and legal responsibility
under penalty of perjury.
The Parties hereto accept that should the present Agreement partially or in full be found invalid or unenforceable
pursuant to judicial decree or by virtue of any international regulations related to bank confirmation of USD/EUR
validity, this Agreement shall be reconstructed upon mutual consent and agreement of both Parties to this
commercial Agreement.
Until the physical exchange of original hard copies, the acknowledged fax and/or e-mail copies of this Agreement
shall be deemed original.
The commission payable under this Agreement is to be distributed in accordance with the Irrevocable Fee Protection
Agreement.
12. ASSIGNMENT
Each Party to this Agreement may assign this Agreement or its total or partial performance hereof to any
other company which assumes the obligations of the assigning party under the terms of the assignment. Formal
notice of the assignments hall be rendered to the other party to this Agreement expressly indicating there on the
assignee's full contact particulars.
13. TERM OF AGREEMENT
This agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of
USD, Liechtenstein, Switzerland or any other member country of the European Union as it applies. And, said laws
hall govern the interpretation, enforceability, performance, execution, validity and any other such matter of this
Agreement, which shall remain in full force and effect until completion of the said transaction and it is legally binding
upon the Parties signatories, their heirs, successors and assigns, agents, principals, attorneys and all associated
partners involved in this Agreement/contract/transaction.
CONTRACT NUMBER: 8
DATE: JAN ,2025
14. LAW AND ARBITRATION
This Agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of the
countries where this transaction is effectuated, and any dispute is to be resolved under the ICC rules for arbitration,
unless the Injured-Party takes legal action in a court of jurisdiction. The USA, Liechtenstein, Swiss, or any other
PARTNER A: PARTNER B:
CONTRACT NUMBER: 9
DATE: 2025
KELLCOR-FESTONIA/500M/20240716
member country of the European Union law to apply, as the Injured-Party may choose, which shall govern the
interpretation,construction,enforceability,performance,execution,validityandanyothersuchmatterregardingthis
Agreement.
The Parties hereto acknowledge and agree that any discrepancy and/or dispute in the application of this Agreement
will be solved amicably. If it is not possible, the arbitration procedure is to be followed.
This Agreement is intended to be performed in accordance with, and only to the extent permitted by all applicable
laws of jurisdiction, ordinances, rules and regulations. If any provision of this Agreement is considered invalid or un
enforceable, then, there mainder part of this Agreement shall not be affected (If agree able by both Parties) and
shall be enforced to the greatest extend permitted by law.
15. PENALTY CLAUSE FOR NON-PERFORMANCE
Should of the Parties fail to perform in this Agreement, once it’s being signed/sealed and the term of validity thereof
had expired and excluding any banks default or delays in processing wire transfers, the Party-in-Default indemnifies
and guarantees to all present contractual parties a total penalty fee of (against an official claim and invoice) 2% (two
percent) of the face value of this Agreement.
The only party allowed to make a claim under this Agreement, if any, is either Party-A or Party-B. And, any claim
must be first proven by the Injured-Party and invoice settled by the Party-in-Default with in 10 (ten) calendar days,
or else the Injured-Party can file a legal claim against Party-in-Default in any court of jurisdiction of their choice.
FURTHER MORE WE, THE UNDER SIGNED PARTIES, HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF
PERJURY AND FRAUD THAT THE INFORMATION PROVIDED BY US HEREIN IS ACCURATE AND TRUE, AND BY
AFFIXING OUR SIGNATURES/INITIALS/SEALS TO THIS AGREEMENT, WE AT TEST THAT OUR RESPECTIVE BANK
OFFICERS ARE FULLY A WARE OF, HAVE APPROVED AND ARE READY PROCEED WITH THIS TRANSACTION.
FOR SUBSEQUENT DISTRIBUTION COMPANIES WILL BE COORDINATED BY ASEP ARATE ANNEX TO THIS
AGREEMENT WHICH WILL FORM AN INTEGRAL PART TO IT.
16. PLANNING OF THE SWIFT GPI MT103-DIRECT CASH TRANSFER
TOTAL AMOUNT OF $500,000,000.00 (FIVE HUNDRED MILLION DOLLAR) WITH ROLLS AND EXTENSIONS VIA
Swiftchattered SWIFT GPI MT 103 DIRECT CASH TRANSFER FOR «READE CORP TRUST LTDI» (‘‘PARTNER’’) AS
FOLLOW:
SIGNATURESOFTHEPARTIES:
TOTAL
$ 500,000,000.00 (FIVE HUNDRED MILLION DOLLAR )
AMMOUNT
FIRST
$10,000,000.00 (TEN MILLION DOLLAR)
TRANCHE
SUBSEQUENT SUBSEQUENT TRANCHES WITH INCREASE UNDER THE AGREEMENT UNTIL
TRANCHES FULL PAYMENT
CONDITION TRANSFER INSTRUCTION SHALL STATE: FUNDS ARE CLEAN AND CLEAR, OF NON-
OF TRANCHE CRIMINAL ORIGIN.
DELIVERY SWIFT GPI MT103 DIRECT CASH TRANSFER VIA SWIFTCHATTERED.COM
PARTNER A: PARTNER B:
CONTRACT NUMBER: KELLCOR-FESTONIA/500M/202407126 10
DATE: JAN 1 2025
PASSPORT COPY OF PARTY «А»
PARTNER A: PARTNER B:
CONTRACT NUMBER: KELLCOR-FESTONIA/100B/202407126 11
DATE: JAN 1 2025
COMPANY REGISTRATION CERTIFICATE COPY OF PARTY «A»
CONTRACT NUMBER: KELLCOR-FESTONIA/500M/202407126 12
DATE: JAN 1 2025
PARTNER A: PARTNER B:
PASSPORT COPY OF PARTY «B»
PARTNER A: PARTNER B:
CONTRACT NUMBER: KELLCOR-FESTONIA/100B/202407126 13
DATE: JAN 1 2025
COMPANY REGISTRATION CERTIFICATE COPY OF PARTY «B»
PARTNER A: PARTNER B:
CONTRACT NUMBER: KELLCOR-FESTONIA/500M/202407126 14
DATE: JAN 1 2025
SIGNATURES OF THE PARTIES:
FOR AND BEHALF OF THE PARTY A/ FOR AND BEHALF OF THE PARTY B/
INVESTOR PARTNER
KELLCOR INVESTMENT GMBH
Represented By: MR. HERBERT KELLER Represented By:
Passport Number: X5769444 Passport Number:
Country of Issue: SWITZERLAND Country of Issue:
Date of Issue: 26.04.2019 Date of Issue:
Date of Expiry: 25.04.2029 Date of Expiry:
Date: 12.07.2024 Date:
“ACCEPTED AND AGREED WITH OUT CHANGE”
(Electronic signature is valid and accepted as hand signature) EDT
(ELECTRONIC DOCUMENT TRANSMISSIONS)
1. EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any
provisions of this Contract. As applicable, this agreement shall be: Incorporate U.S. Public Law 106-229,
‘‘Electronic Signatures in Global & National Commerce Act’’ or such other applicable law conforming to the
UNCITRAL Model Law on Electronic Signatures (2001).
1. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United
Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
2. EDT documents shall be subject to European Community Directive No.
95/46/EEC, as applicable. Either Party may request a hard copy of any document that has been previously
transmitted by electronic means provided however, that any such request shall in no manner delay the
parties from performing their respective obligations and duties under EDT instruments.
Required message “The remitter is known to us. This is done with full banking responsibility and we are
satisfied as to the source of funds sent to us.”
CONTRACT NUMBER: KELLCOR-FESTONIA/100B/202407126 15
DATE: JAN 1 2025
PARTNER A: PARTNER B:
** **********ENDOFDOCUMENT**********
CONTRACT NUMBER: KELLCOR-FESTONIA/500M/202407126 16
DATE: JAN 1 2025
PARTNER A: PARTNER B:
