FRAMEWORK AGREEMENT ON INVESTMENT

(„Framework agreement”)

This Framework agreement is concluded and enters into force on 1 April 2019 between
and by the following parties:

Company for production, trade and services

with company registration number
and tax number
With official seat at bul., ,
represented by the General Manager
hereinafter ,,Investment beneficiary”

and

[NAME OF THE INVESTOR]

[INVESTOR COMPANY DETAILS]
hereinafter ,,Investor”

The Investment beneficiary and the Investor shall be called the ,,Parties” or the ,,Party”.

This document can be used only for the purposes of regulating the relation between the
Investor and the Investment beneficiary. This document cannot be used, reproduced or
transmitted in any way, without the express written consent of the Investor and the
Investment beneficiary.

PREAMBLE
The Parties wish to enter into long-term cooperation and to regulate a framework of the
terms and the conditions applicable to the same. The parties agree to commence the
cooperation in such a manner whereby the Investor shall invest monetary assets in the
Investment beneficiary, upon mutually defined and agreed investment projects.
Therefore, the Parties are consent to conclude this Framework agreement and the
Parties agree that this Framework agreement will have the precedence before all other
agreements between the Parties.

DEFINITIONS

1. Investment beneficiary means a company incorporated in accordance with the

Macedonian laws as Limited Liability Company founded by one person and
registered into the Central Registry of the Republic of Macedonia under number
________, with official seat at bul. _____________ no. _______, ________________, ___________ ,
represented by the General Manager;
2. Investor means a company incorporated in accordance with the XX laws as Limited
Liability Company founded by one person and registered into the Central Registry
of the XX under number XX, with official seat at XX represented by the General
Manager XX,
3. Investment means monetary capital assets invested by the Investor with the
purpose of further investment in the defined projects, as agreed with separate
investment agreements.
4. Investment project means a project that is discussed, evaluated and agreed by
both Parties to be supported with an Investment.
5. Individual investment agreement means an agreement concluded under the
terms and conditions of this Framework agreement, and relating to a defined
Investment project.
6. Monetary capital assets are monetary means invested by the Investor in the
agreed monetary currency by the Parties.
7. Investment insurance means insurance done on the assets of the Investment per
applicable type of asset, ex. Insurance of real estate.
8. Decision for investing means mutually adopted decision between the Parties, after
the evaluation of the project proposal for investing, to commence with the
procedure for investing into an individual investment agreement.
9. EUR means - Euro (ISO 4217 code: EUR) is the currency used by the Institutions of
the European Union and is the official currency of the Eurozone.
10. Denar means - Denar (ISO 4217 code: MKD) is the currency of the Republic of
Macedonia.

2. SUBJECT MATTER OF THE AGREEMENT

1. This Framework agreement allows the Investor to invest Monetary capital assets in
the Investment beneficiary, or in the individual Investment projects via the
Investment beneficiary, under the agreed terms and conditions.

2. This Framework agreement provides the general terms, conditions and regulations
of the relation between the Investor and the Investment beneficiary.

3. Under this Framework agreement, the Parties will discuss, evaluate and agree on
specific and concrete individual Investment projects, following which they will
conclude an Individual investment agreement, thus specifying the manner, the terms
and the conditions of the given Investment.

3. PROCEDURE FOR INVESTING

3.1 Investment projects

1. The Investor may invest Monetary capital assets in the Investment beneficiary, or in
the individual Investment projects.

2. The Investment beneficiary will propose to the Investor individual Investment

projects, and will provide all the required data and information, needed for the
Investor to evaluate the suggested Investment projects.

3. Following the evaluation of the proposed Investment projects, the Parties will adopt a
decision on whether they will continue with making an investment into the given
project.
4. The Parties will adopt the Decision for investing in writing (hard copy decision,
signed by both of the Parties, or electronic communication from which without any
doubt can be concluded that both Parties agreed with the matter).

5. Following the adoption of the Decision for investing, the Parties will regulate all the
agreed terms and conditions of the Investment with an individual Investment
agreement.

6. The Investment agreement will provide the basis under which the Investor can
transfer the Monetary capital assets on the bank account of the Investment
Beneficiary.

3.2 Transfer of the funds

1. The Parties agree the transfer of the funds, i.e. the Investment shall be transferred
via designated account via VISA.NET terminal.

2. For this purpose, the Investment beneficiary is holding a VISA.NET account with the
following details (Attachment 1 to this Agreement).

 Number of card - 4324 8364 6007 1747

 Card holder – HERMES PRO DOOEL
 Authorized person – IGOR VASILEVSKI
 Valid until – 03/24
 Bank – NLB Tutunska AD Skopje
 Bank address – Mother Theresa no.1 Skopje, North Macedonia

3. The Investment shall be transfer on the following amounts

 1 TOTAL INVESTMENT
AMMOUNT:

2 FIRST TRANCHE:

3 SECOND TRANCHES:

4 THIRD-LAST
TRANCHES

4. Implementation of the Investment project

1. Following the transfer of the monetary means, the Investment Beneficiary will
commence the procedure for investment as agreed with the individual Investment
Agreement.

2. The Investment Beneficiary shall inform the Investor about the phases of
implementation of the Investment project.

4. INVESTMENT LIABILITY AND RESPONSIBILITY

1. The Parties are hereby consent that the Investor shall in no case claim any sort of
liability and responsibility from the Investment beneficiary in relation to the
Investment, or the Investment projects.

2. The Parties are hereby consent that, even in case of unsuccessfulness of the
Investment and the Investment projects, the Investor does not have the right to claim
any kind of responsibility or liability from the Investment beneficiary.

5. INVESTMENT PROFIT
1. For any profit generated by an Investment project, the Parties will conclude separate
Agreement for distribution of profit.

2. The Agreement for distribution of profit will provide the manner of distribution of the
profit between the Parties and the amounts awarded to each Party.

3. The Parties can also adopt a Decision to reinvest the profit generated by an
Investment project. All the details, rights and obligations will be agreed separately.

6. CONFEDENTIALITY OF DATA

6.1. Exchange of data between the Parties

1. The Investment Beneficiary will provide to the Investor all the data, information and
documentation that was made available to the Investment Beneficiary in regard to an
Investment project.

2. In case the Investor requests additional information, the Investment Beneficiary will
attempt to acquire each document, data and information that was requested.

3. The Investment beneficiary confirms that he will not keep any data, information or
documentation as confidential from the Investor.

6.2 Exchange of data with third Parties

1. The existence as well as the terms and conditions of this Framework agreement, and
any information exchanged among the Parties (including their respective
representatives or advisors) during the negotiation of the definitive agreements, and
any other data, information or documentation relating to the agreements, or the
agreements itself, shall be kept strictly confidential by each Party (hereinafter
“Confidential Information”).
2. Without limiting the generality of the foregoing, the term Confidential Information
shall include in particular:
o any information regarding this Framework Agreement, the investments
made or to be made by the Investor in the Investment beneficiary and the
commercial terms and conditions of the investments;
o and any trade secrets, financial or confidential information of the Investor
and the Investment beneficiary.

3. The Parties shall neither use in any form nor disclose to any third party any
Confidential Information unless explicitly authorized by this Agreement. The Parties
shall ensure that their employees, directors and any other representatives as well as
the advisors of each Party to whom any such Confidential Information is entrusted
comply with these restrictions.

7. GOVERNING LAW

1. This Framework agreement shall be governed exclusively by the laws of the Republic
of Macedonia, excluding its conflict-of-law provisions to the extent they refer to a
jurisdiction other than the one of Republic of Macedonia.

8. DISPUTE SETTLEMENT

1. All disputes arising out of this Framework agreement or in connection with it,
including the disputes concerning its interpretation or validity, shall be settled by the
Permanent Court of Arbitration attached to the Economic Chamber of Macedonia, in
accordance with the provisions of the Rules of the Permanent Court of Arbitration.

2. The language to be used in the arbitral proceedings shall be English.

3. One arbitrator shall be appointed to settle the dispute.

9. MISCELLANEOUS
1. If a provision of this Framework agreement is or becomes illegal, invalid or
unenforceable, this shall not affect the validity or enforceability of any other provision
of this agreement. The Parties agree that any illegal, invalid or unenforceable
provision shall be substituted by a legal, valid and enforceable provision that most
closely reflects the goal pursued by means of the provision in question.

2. Any amendment to this Framework agreement shall be made in writing and shall take
effect on the day of its signing. This formal requirement shall also apply to any
amendments of and deviations from this provision.

3. This Framework agreement shall be executed in 4 (four) counterparts, each of which

shall be considered as an original.

April, 2019

Investor

_____________________________________________

Investment beneficiary

____________________________________________