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Avv.

Paola Grandinetti
JVA & ESCROW AGREEMENT N. QEQ1513/2024 & 15DW83/2024

THIS JVA & ESCROW AGREEMENT is concluded on 11/01/2024 between the


following Parties:
PARTY A
1
One 100 Capital Pte. Ltd. with registered office in Singapore with Company Register
Number 202229451M, address for legal notices arising from this contract: 1 Coleman
Street #05-05 The Adelphi Singapore 179803, represented by Mr. Goh Yong Xiang
legal company representative, as investor

And

PARTY B

Lawyer Paola Grandinetti, with lawyer firm in MACERTA, lawyers’ registration number
758, with Law Firm in Via dello Sport n. 64, 62018 Potenza Picena (MC), Italy,
passport n. YC3330583, Italy as Escrow Manager and Legal to guarantee the financial
trade
And

PARTY C

OSINT International LLC with registered office in Ras Al Khaimah with Company
Register Number 0000004045309, address for legal notices arising from this contract:
SFFO0871 Compass Building, Al Shohada Road, AL Hamra Industrial Zone-FZ, Ras
Al Khaimah, United Arab Emirates, represented by Mr. Ramy Jallad, RAKEZ Group
legal representative, as Trading Company

GIVEN THAT

The One 100 Capital Pte company. Ltd. is the proprietary of an MTN with a value of
700,000,000.00 of EUR (Annex A), that this MTN will have coupon in 2028 and the
investor part wants to make it available before maturation for a financial trading as a
passive collateral;

That the lawyer Paola Grandinetti was chosen by both the parties as a subject to
guarantee for the financial trade and the distribution of the monthly Roi of the financial
trade as well as for the custody of the sum to guarantee that the investor must send
to Euroclear for the transfer of MTN on behalf of the aforementioned lawyer.

Avv. Paola Grandinetti


JVA & ESCROW AGREEMENT N. Q1513/2024 & 15DW83/2024
Avv. Paola Grandinetti
JVA & ESCROW AGREEMENT N. QEQ1513/2024 & 15DW83/2024
That the Osint International company through its financial traders and its active credit
line, has made itself available to accept a funding of the aforementioned MTN as a
passive collateral that the lawyer Paola Grandinetti will transfer once the ownership of
the MTN with The aim of starting a financial trader

ALL OF THE ABOVE PREVIOUSLY, the parties agree as follows:

Fullfillments and timing of the parties


PARTY A
Entrusts the Financial Instrument (MTN) with isin N. US23347RAA23 (Annex A) worth
700,000,000 EUR, held in custody at HKFA Clear to the lawyer Grandinetti by
registering the change of ownership and moving the assets below on Euroclear.
The expenses of the transfer and custody amount to € 500,000.00.

PARTY B
In execution of the commitments stipulated by this contract and with the legal and
criminal liability, the lawyer. Paola Grandinetti will receive the ownership of the MTN
(Annex b) and undertakes to carry out all the tasks assigned to her and specifically:
specifically:
- Receive the sum (to be kept with a guarantee) of 500,000.00 EUR which will be
returned to the investors together with a part of the Roi del Trade.
This sum will be kept in Escrow and only serves as a guarantee for the expenses that
the investor will carry out and which will be returned to him by the company that will
take care of the financial trade once the latter will receive the funds relating to the
MTN.
- Receive the ownership of the MTN and carry out funds in favor of the Osint
International company which will use it as a passive collateral and will use EUR
700,000.00 by taking them from the active credit line.
- Distribute to all participants the Financial Trade ROI, month by month.
- Return the MTN to the "Party A" once the financial trade is finished.

PARTY C
The Osint International company will use its financial traders and its credit line active
to start a financial trading of 700,000,000.00 EUR with the following ROI:
- Party A will receive an amount of 60,000.00 EUR for 40 weeks monthly.
- Investors of the guarantee amount (500,000.00 EUR) will receive 10 million per
month for 40 weeks.

Avv. Paola Grandinetti


JVA & ESCROW AGREEMENT N. Q1513/2024 & 15DW83/2024
Avv. Paola Grandinetti
JVA & ESCROW AGREEMENT N. QEQ1513/2024 & 15DW83/2024

The Osint International company also undertakes to:


- return to the "party a" immediately after receiving the lawyer. Paola Grandinetti, of
the Euroclear funds block, the sum of 500,000.00 EUR spent on the transfer of the
ownership of the MTN.
3 - face the related expenses, at the end of the financial trade, for the return of the
administrative block of funds and movement of the MTN from the lawyer. Paola
Grandinetti, again to the legitimate owner.

The following is also noted:


a) only communications (via SWIFT) sent and received by the issuing bank and
the receiving bank are valid bank to bank, and not by other parties;
b) All the transaction for the transfer of the ownership of the MTN, to send the
administrative funds and communication and transfer of the Roi, must be made
for desk to desk from their respective bank.

ESCROW BANK DETAILS:

BANK NAME: REVOLUT BANK UAB


BANK ADDRESS: KONSTITUCIJOS AVE. 21B, 08130 VILNIUS, LITHUANIA
ACCOUNT NAME: PAOLA GRANDINETTI
BIC: REVOLT21XXX
IBAN EUR: LT143250024459920524
REFERENCE: AGREEMENT N. Q1513/2024 & 15DW83/2024

TAXES

The Parties shall be responsible for the payment of their respective taxes, impost,
levies, duties, charges and any institutional costs or fees levied upon them by any
financial institution or government relative to the execution of their obligations under
this Agreement.

CONFIDENTIALITY
General.
It is expected that the Parties shall disclose to each other during the Term of this
Agreement certain information which is confidential or proprietary and which may
include technology, products, trade secrets, processes, programs, technical know-
how, customers, distributors, costs, pricing, business operations and other business
information ("Proprietary Information"). All Proprietary Information owned solely by
either Party, any Joint Venture or any Subsidiary and disclosed to any Party shall
remain solely the property of the disclosing Party, and its confidentiality shall be

Avv. Paola Grandinetti


JVA & ESCROW AGREEMENT N. Q1513/2024 & 15DW83/2024
Avv. Paola Grandinetti
JVA & ESCROW AGREEMENT N. QEQ1513/2024 & 15DW83/2024
maintained and protected by the party to whom the information was disclosed with the
same degree of care used to protect its own Proprietary Information of a similar nature;
provided, however, that (i) Investment Project(s) shall be deemed the property of the
Joint Ventures or Subsidiaries as determined by the PROJECT PROVIDER in its sole
discretion unless this Agreement has been terminated, (ii) Investment Project (s) that
4 are no longer Active shall be deemed the property of the PROJECT PROVIDER, and
(iii) client lists, financial and analytical models, processes and procedures utilized or
developed by Investment Project in connection with the business of the Investment,
any Joint Venture or any Subsidiary shall be deemed the property of the PROJECT
PROVIDER, but only to the extent they are different than the client lists, models,
processes and procedures currently used by the INVESTOR and/or its affiliates.

No Proprietary Information owned solely by one party shall be used by any Party
except in furtherance of the terms and provisions of this Agreement. Except to the
extent permitted under this Agreement or as required by law or court order, the parties
shall in all circumstances exercise reasonable care not to allow to be published or
disclosed other party's Information to any third party. Each party shall advise its
employees to whom other party's or Subsidiaries' or Joint Ventures' Proprietary
Information is disclosed of these obligations of confidentiality.

The parties agree that the following information shall not constitute Proprietary
Information under this Agreement: (i) information available from public sources at any
time before or after it is disclosed to a party hereto by the other party hereto; (ii)
information obtained from a third party who obtained such information, directly or
indirectly, from a party other than a party to this Agreement; and (iii) information
independently developed by the party against whom enforcement of this provision is
sought without the use of information provided by the party seeking such enforcement.

REPRESENTATIONS AND WARRANTIES


Organization.
It is duly organized, validly existing and in good standing under the laws of its
jurisdiction of formation with all requisite power and authority to enter into this
Agreement, to perform its obligations hereunder and to conduct the business of the
Program and the Subsidiaries.

Enforceability.
Agreement constitutes legal and binding obligation of Parties, enforceable in
accordance with its terms. No consents or approvals are required from any
governmental authority or other Person for it to enter into Agreement. All action on part
of such party necessary for the authorization, execution and delivery of Agreement

Avv. Paola Grandinetti


JVA & ESCROW AGREEMENT N. Q1513/2024 & 15DW83/2024
Avv. Paola Grandinetti
JVA & ESCROW AGREEMENT N. QEQ1513/2024 & 15DW83/2024
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
5 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. The Parties have been afforded the
opportunity to seek and rely upon the advice of their respective attorneys, accountants
or other professional advisors in connection with the execution of this Agreement.

MISCELLANEOUS
Notice(s).
Any modifications, amendments, addendums or follow on contracts must be executed
by the Parties 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 both Parties hereto 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 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.

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 between 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.

Amendments.
This Agreement may not be amended, altered or modified except (i) upon the
unanimous by instrument in writing and signed by each of the Parties.

Severability.

Avv. Paola Grandinetti


JVA & ESCROW AGREEMENT N. Q1513/2024 & 15DW83/2024
Avv. Paola Grandinetti
JVA & ESCROW AGREEMENT N. QEQ1513/2024 & 15DW83/2024
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, at which point, this Agreement shall
be construed as if such invalid, inoperative or unenforceable provision had never been
6 contained herein so as to give full force and effect to the remaining terms and
provisions herein.

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 other parties.

Applicable Law; Jurisdiction.


This Agreement shall be governed by and construed in accordance with the ICC -
International Chamber of Commerce

Waiver of Jury Trial.


The Parties hereby irrevocably and unconditionally waive trial by Jury in any legal
action or proceeding relating to this Agreement and for any counterclaim therein.

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 and the Parties
hereby agree to arbitration ICC - International Chamber of Commerce

No Rights of Third Parties.


(i) This Agreement is made solely and specifically between and for the benefit of the
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.

Avv. Paola Grandinetti


JVA & ESCROW AGREEMENT N. Q1513/2024 & 15DW83/2024
Avv. Paola Grandinetti
JVA & ESCROW AGREEMENT N. QEQ1513/2024 & 15DW83/2024

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.

7 Currency.
Any exchange of funds between the Parties shall be made in currency of the European
Union (Euros). In addition, all calculations pursuant to this Agreement and any Joint
Venture Agreement shall be based on ICC regulations in Paris.

WHEREOF,
the Parties hereto agree to all of the terms and conditions of this Agreement and
in acknowledgement thereof have set their hands on the date first written above.

PARTY A
Mr. Goh Yong Xiang
One 100 Capital Pte. Ltd
______________________________________________________________

PARTY B
Lawyer Paola Grandinetti

______________________________________________________________

PARTY C
Mr. Ramy Jallad
OSINT INTERNATIONAL LLC RAKEZ GROUP
______________________________________________________________

This document is made up of 6 pages and 10 attachments

Avv. Paola Grandinetti


JVA & ESCROW AGREEMENT N. Q1513/2024 & 15DW83/2024
Avv. Paola Grandinetti
JVA & ESCROW AGREEMENT N. QEQ1513/2024 & 15DW83/2024

ANNEX A

Avv. Paola Grandinetti


JVA & ESCROW AGREEMENT N. Q1513/2024 & 15DW83/2024
Avv. Paola Grandinetti
JVA & ESCROW AGREEMENT N. QEQ1513/2024 & 15DW83/2024

Avv. Paola Grandinetti


JVA & ESCROW AGREEMENT N. Q1513/2024 & 15DW83/2024
Avv. Paola Grandinetti
JVA & ESCROW AGREEMENT N. QEQ1513/2024 & 15DW83/2024

10

Avv. Paola Grandinetti


JVA & ESCROW AGREEMENT N. Q1513/2024 & 15DW83/2024
Avv. Paola Grandinetti
JVA & ESCROW AGREEMENT N. QEQ1513/2024 & 15DW83/2024

BANK STATEMENT ESCROW ACCOUNT

11

Avv. Paola Grandinetti


JVA & ESCROW AGREEMENT N. Q1513/2024 & 15DW83/2024
Avv. Paola Grandinetti
JVA & ESCROW AGREEMENT N. QEQ1513/2024 & 15DW83/2024

INVESTORS SIGNATURE

12 INVESTOR 1
ANTHELIOS RES SPA – EUR 250,000.00 - DI MICHELE LOREDANA

______________________________________________________________

INVESTOR 2
SIRIO IMPEXUS D.O.O. – EUR 100,000.00 - CAV. LUCIANO PERIN

______________________________________________________________

INVESTOR 3
WATER IMPULSE GmbH – EUR 50,000.00 – MR. ROGER GREMLICH

______________________________________________________________

INVESTOR 4
ALFREDO CASPOLI – EUR 25,000.00

______________________________________________________________

INVESTOR 5
XXXXXXXXXXXXXXX

______________________________________________________________

Avv. Paola Grandinetti


JVA & ESCROW AGREEMENT N. Q1513/2024 & 15DW83/2024

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