JVA
JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (the “AGREEMENT”) is made on
the 22nd day of October, 2014 between the following two parties:
MR. HOLILIK, a citizen of Indonesia, on his own personal behalf, Having its registered address: Jl.
Gunung Talang VI. C Perum Malboro Indah, Residence no 1A Buana Indah Padang
Sambian Denpasar - Bali Indonesia, 80117 hereinafter
- And -
MS. AMELIA EDWARD, a citizen of United Kingdom, on her own personal behalf: Having her registered address at; Camp den Hill House,
192-196 Camp den Hill Road, London W8 7TH, Hereinafter referred to as Party “B”
Party "A" and Party "B" may be
hereinafter referred to individually and indistinctively as Party and Parties.
PREAMBLE:
WHEREAS, the parties desire to and enter into a Joint Venture
Contract and Business Relationship for credible and fruitful business upon the
terms and conditions herein contained, after several consultations with each
other shown the intention to co‐operate with each other, in the
Aviation Industry or any other industry pursuant to a credible and fruitful
business herein and agreed upon by Party "A" and Party "B"
WHEREAS, pursuant to the aforesaid intention of the parties hereto
they propose to establish as Joint Venture Companies,
(The "Joint Venture Company") which would have all
together an authorized capital of USD 35,500,000.00 (hereinafter, the
"Equity").
WHEREAS, Party "B" proposes
to entrust the fund amounting to USD 35,500,000.00 (the "Business
Fund") to Party "A" for the purpose of Joint Venture partnership
in a profitable Business as provided herein.
WHEREAS, Party "A" has
the necessary expertise and contacts to invest the Principal amount in a
private government investment venture or other venture agreeable between the Party's
and has mutually agreed to undertake investment of the said fund in a secure
and profitable manner as provided herein.
NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants as contained herein, the parties agree as
follows:
ARTICLE
1:
DEFINITIONS AND INTERPRETATION
1.1.
In this Agreement unless
the context otherwise requires.
Agreement means this agreement, including the recitals and
annexures, as may be varied or amended from time to time;
Business fund means USD capital of USD 35,500,000.00;
Equity means fund amounting to USD 35,500,000.00;
Joint Venture Company means the joint venture
established in accordance with Article 2 of this Agreement;
Parties’ means each of Party A and Party B and
Party means one of them; Record of ownership means ownership of the Joint
Venture Company.
ARTICLE 2:
PURPOSE
2.1.
The Parties (Party A & B) hereby form this joint
venture to acquire and hold the business interest in common, which shall be
funded entirely by Party "B"
who shall provide the finances required for the investment.
This Agreement, each of the parties shall own equal
right in their cooperation as shareholders in equity. Party "A" is authorized to acquire and to hold the JVC in his own
name, but on behalf of both parties (Joint Venture of which the Party “A” is a one part of), for the business interest.
2.2. The
Parties hereto agree that forthwith upon the execution of this AGREEMENT the
Investment will be equally owned by Party
"A" and Party
"B". Party "B"
shall become shareholder of the Joint Venture Company in 2020.
2.3. Till Party "B" joins the Joint
Venture Company, Party "A"
shall make all and necessary decisions and discover other profitable business
of the Company/Investment. Any loss and profit resulting from the
Company/Investment will be shared equally by Party "A" and Party
"B".
ARTICLE 3:
ACQUISITION OF BUSINESS INTEREST
3.1.
Party "A" is authorized to acquire and to hold
the Joint Venture Company in his own name, on behalf of both parties (Joint
Venture of which the Party "B" is a one part of), for the business
interest under this Agreement.
ARTICLE 4:
FUND FOR INVESTMENT
4.1.
Party “A” guarantees that the Business
Fund is generated from commercial contract activities and they are from
non-criminal origin.
4.2.
Party "B" shall arrange to provide the Business
Fund to Party "A", where said funds shall be invested in
accordance with the direction of the Party "A".
4.3.
Party "A" shall arrange to undertake the
necessary proceeding to move the investment fund from the initial country of
deposit to their proposed country of investment or to a transitory country
agreed by both Party "A" and Party "B" in a
secured and confidential means.
ARTICLE 5:
CONTROL AND SECURITY OF FUND
5.1. The fund marked for investment
transactions shall always remain fully secure and without any risk of
speculation and under signatory control of the Party “A”
5.2. Until invested in the Equity of the Joint Venture Company, Party
"A" shall maintain the Business Fund in designated bank accounts with
major international banks.
5.3. The
fund marked for investment transactions shall always remain fully secure and
without any risk of speculation and under signatory control of the Party "A" until the Party
"B" decides to join the company AFTER RELOCATING TO THE COUNTRY OF PARTY "A".
5.4. In
order to enable the Party "A"
to select the most suitable investment venture and to commit fund to facilitate
profitable investment transactions, the Party
"A" shall have unrestricted control of the fund, he is empowered
to transfer the fund to different bank accounts at his discretion provided the
signatory control always remains with the Party
"A".
5.5. Party "A" shall
have full account and signatory power over the Business Fund. Party "A", will inform in
writing of any investment opportunities to Party
"B" prior to making any investments.
5.6. Each party agrees to give due notice of 12
months to each other in writing to take away or transfer the shares enabling
the Business Fund sufficient time to recall or realize the short and long term
investments made in the interim period.
5.7. Until Party
"B" joins the company, Party
"A" shall have full control of the account and signatory power
over the Business Fund. After Party
"B" joins the company all such transactions will be jointly
controlled by Party "A" and Party
"B" as signatories to all concerned bank accounts.
ARTICLE
6:
INVESTMENT VENTURES
6.1. Party "A" is fully empowered to identify investment ventures and commit the
Business Fund for investments wherein the Business Fund shall be fully secured
and which shall return profit.
6.2. The Investment Fund and the Equity shall be invested to business
activities in compliance with all necessary Local and International Laws.
6.3. The proposed investment ventures are of private and confidential
nature and therefore the parties actually conducting the investment purpose
transactions, the bank which will be holding fund for such investment purpose
and all other details of the investment transactions shall remain confidential
and proprietary to the Party
"A", such confidential information shall only be divulged to the Party "B"
ARTICLE
7:
INVESTMENT PROFITS & SHARE RATIO
7.1.
The beneficial interests of
each party in the net profits of the JVC as they accrue shall be the following:
Name of Parties
|
Proportion
|
MR. HOLILIK
|
50%
|
MS. AMELIA
EDWARD
|
50%
|
7.2. Party "A" shall distribute the net profits
derived from the Joint Venture Company in the proportions set forth above to Party “B”. The proceeds derived from
any liquidation of the Business Fund or any of the Joint Venture Company shall
also be distributed in in the proportions set forth above.
7.3. The parties agree that up to 5% of the initial Investment Fund is
used as an Operating Fee to fund research of business opportunities and the
incorporation of a Company under the direction of Party "A" as provided herein.
7.4. Party "B" hereby agrees the remaining sum shall remain in the custody of Party "A" and shall be fully
invested in the Company under the direction of Party "A".
7.5. The Parties agree that the distribution of dividends shall be
every 12 months.
7.6. The Parties agree that both parties should always stand for each
other's or as brother's keeper, in other words, render assistance if need be
where the limits to such are that each party is not jointly and severally
liable for the debts or obligations of the other's in any form and where not
provided herein.
ARTICLE 8:
EXPENSES OF VENTURE:
8.1. All expenses and disbursements incurred by the Party "A" in acquiring,
holding and protecting the business interest shall be deducted from the said 5%
agreed by both parties, on demand of the Party
"A".
8.2. The Parties agree that in an event where assistance is to be
rendered as brother's keeper, the funds necessary to perform such duties shall
be allocated from the remaining equity, profits, holdings and assets as
appropriate and any resulting loss will be shared equally by Party
"A" and Party "B".
ARTICLE
9:
EXECUTION OF THE JVA
9.1. Each of the parties to the JVA represents that they have full
legal authority to execute this Joint Venture Agreement and that each party is
to abide by the terms and conditions as set for herein. Any modifications or
changes to this JVA shall be made by mutual consent and in writing and executed
by both parties, which shall be attached to the original JVA as an addendum.
9.2. Once Party "B"
joins with Party "A" in
the Company, both Parties shall execute all necessary deeds of conveyance which
shall be subject to all formalities applicable, to perfect the assignment of
record of the equity in the Company and Investments from Party "A" to Party
"B".
9.3. This
Joint Venture Agreement shall be binding on and ensure to the benefit of the
parties hereto, their heirs, successors, administrators, companies and assigns.
ARTICLE 10: ASSIGNMENT OF INTERESTS AND PREEMPITITIVE RIGHT
10.1.
If any of the parties wish to take or sell their
share to the other party, the buying party shall allow other party for a period
of three months to settle. Selling or buying respective share must be mutually
agreed upon.
10.2.
The Parties have the preemptive right to purchase
shares, options to acquire shares, and securities convertible shares, that are
offered for sale by selling party at the price offered to a third party pro
rata basis to number of the shares held by them.
10.3.
In the event of the remaining party
waived to exercise his preemptive right, the selling party may transfer his
shares to a third party and the share transfer shall be negotiated by mutual
consent and agreement.
ARTICLE 11:
CONFIDENTIALITY
11.1.
Except for information otherwise publicly
available or where disclosure is necessary for the performance of their
respective obligations, or as otherwise required by law, all confidential
information or facts obtained as a result of or in the performance of this
Agreement shall be held in confidence by parties.
ARTICLE
12:
TERMINATION
12.1.
This Agreement can be terminated in
the following events:
a) Either Party
consistently breaches its obligations under this Agreement and fails to ratify
after reasonable request of ratification by the other Party;
b) Either Party
may by three (3) months advance written notice to the other Party to terminate
this Agreement. “Hereinafter termination of this agreement, the Parties agree
that the JVA will continue to remain private and confidential and neither the
contents shall be divulged nor copies circulated to any third parties not
involved in the transactions under this JVA.”
ARTICLE
13:
COMMUNICATION
13.1.
All communications and notices
relation to arising of this JVA shall be sent to the respective addresses of
each party. A facsimile or email communication shall be considered original and
binding.
IN WITNESS WHEREOF, the parties have consciously and willingly put
their respective signatures the day and year first hereinabove written for the
purpose expressed herein and of sound mind and under no constraint or undue
influence.
The Parties by signing the present Agreement
agree to abide fully by its contents.
This Agreement will become
legally binding and come into force upon its signature by both parties.
This
Agreement is executed in two counterparts and each such counterpart shall be
deemed an original Agreement for all purposes; provided that no Party shall be
bound to this Agreement unless and until all Parties have executed a
counterpart. For purposes of assembling
all counterparts into one document, the Parties are authorized to detach the
signature page from one or more counterparts and, after a Notarized signature thereof
by the respective Party, attach each signed signature page to a counterpart.
Signature and date:
_______________________________
MR. HOLILIK
Party "A"
Signature and date:
_______________________________
MS. AMELIA EDWARD
Party
“B”
ACKNOWLEDGEMENT
BEFORE ME, a Notary Public for and
in ________________________, personally appeared.
NAME
COMPETENT EVIDENCE OF IDENTITY
MR. HOLILIK
MS. AMELIA EDWARD
both whom I have identified through competent of
identity and who represented to me that their respective signatures on the
foregoing Agreement were voluntary affixed by them for the purpose stated in
the Agreement and who declared that they have executed the foregoing Agreement as
their free and voluntary act and deed.
This Agreement consists of only seven (7) page/s,
including the page in which this acknowledgement is written and duly signed by
the parties and witnessed by a Notary on each and every page hereof.
WITNESS MY HAND AND SEAL this _________________
at __________________ …………...
___________________________________
[ NOTARY PUBLIC ]