Change of Ownership.pdf
CHANGE OF OWNERSHIP
Under due POWER OF ATTORNEY by FRANKLIN BAKER of SIMPSON MILLAR SOLICITORS who by virtue
of his position is the representing ATTORNEY of Andrei Borodin the owner of the fund (US$48,550,000.00)
deposited with Cogeba Bank & Trust (Bahamas) Ltd. We certify the transfer of the ownership of the said
fund to <insert name> in United State.
Who is the authorized beneficiary of the said Certificate of Deposit No: PHDOOA130. This is in fulfillment of
the paragraph 5 of the deed of agreement between the Federal Ministry of Justice and the depositor‘s
Attorney Franklin Baker.
Signature:
PREPARED BY:
Franklin Baker
Principal Partner:
Simpson Millar LLP
SOLICITORS
Simpson
Solicitors
Millar LLP
Trafford House, Chester Road, Stretford, Manchester M32 0RS
S IMP SON
MIL L AR L L P
SOLICITORS
MOU.pdf
CUSTODIAL/ JOINT VENTURE AGREEMENT
THIS CUSTODIAL AGREEMENT HAS BEEN ENTERED INTO ON THIS: 13th DAY OF JANUARY 2015 BETWEEN: THE INVESTOR
REPRESENTED BY FRANKLIN BAKER (HERE IN AFTER REFERRED TO AS “THE FUNDER”) FROM THE UNITED KINGDOM AND
<insert name> (HERE IN AFTER REFERRED TO AS “THE CUSTODIAN”) FROM UNITED STATE.
WHERE AS:
THE FUNDER HAS SURPLUS FUNDS WHICH HE DESIRES TO KEEP IN SECURE CUSTODY AND HAS VOLUNTARILY AND
WITHOUT ANY SOLICITATION FROM THE CUSTODIAN OFFERED TO PROVIDE FUNDS UNDER CUSTODY: THE CUSTODIAN HAS
AGREED TO ACCEPT THE FUNDS FROM THE FUNDER AND SECURE SAID FUNDS UNDER THE CONTROL OF THE CUSTODIAN IN
SECURE MANNER; NOW THEREFORE, IN CONSIDERATION FOR MUTUAL COVENANTS AND BENEFITS, THE PARTY HAVE
AGREED AS FOLLOWS:
1. FUNDS UNDER CUSTODY
1.1 THE FUNDS UNDER CUSTODY SHALL BE THE AMOUNT OF FORTY EIGHT MILLION FIVE HUNDRED FIFTY THOUSAND
DOLLARS ONLY (USD$48,550,000.00) THE FUNDER HEREBY DECLARES THAT THE FUNDS WERE GENERATED FROM
LEGITIMATE SOURCE AND THAT THEY ARE OF A NON-CRIMINAL ORIGIN. THE FUNDER WILL HOLD THE CUSTODIAN
HARMLESS OF ALL CLAIMS AND DAMAGES IF THE SAID FUNDS ARE DETERMINED TO BE OF CRIMINAL ORIGIN. BANKING
DETAILS FOR THE DEPOSIT OF FUNDS BY THE CUSTODIAN ARE TO BE INCLUDED AS AN ADDENDUM TO THIS AGREEMENT
WITHIN SEVEN (7) BUSINESS DAYS OF ACCEPTANCE OF THE FUND BY THE CUSTODIAN.
2. THE CUSTODIAN
2.1 THE CUSTODIAN SHALL MANAGE THE FUNDS IN HIS OWN NAME OR IN THE NAME OF A CORPORATE BODY OF
WHICH HE WILL HAVE SOLE AND ABSOLUTE CONTROL AND FULL SIGNATORY POWERS OVER THE FUNDS UNDER CUSTODY.
2.2 IT IS CLEARLY UNDERSTOOD BY THE PARTY THAT THE ACTIONS OF THE CUSTODIAN SHALL NOT BE DEEMED TO BE
REGULATED BY SECURITIES COMMISSIONS OR AUTHORITIES IN ANY JURISDICTION.
2.3 IN ORDER TO ENABLE THE CUSTODIAN TO PROPERLY SECURE THE FUNDS IN THE MOST SUITABLE MANNER, THE
CUSTODIAN SHALL HAVE UNRESTRICTED CONTROL OVER THE FUNDS AND HE IS EMPOWERED TO TRANSFER THE FUNDS TO
DIFFERENT BANK ACCOUNTS AT HIS DISCRETION PROVIDED THE FULL SIGNATORY CONTROL ALWAYS REMAINS WITH THE
CUSTODIAN AND THE FUNDS ARE NOT PUT AT AN UNREASONABLE UNSECURED RISK AT ANY TIME.
3 CONTROL AND SECURITY OF FUNDS UNDER CUSTODY
3.1 THE CUSTODIAN SHALL ALWAYS MAINTAIN THE FUNDS IN A DESIGNATED BANK ACCOUNT OR SEGREGATED BANK
ACCOUNTS WITH MAJOR INTERNATIONAL BANK(S) WITHIN THE FIRST HUNDRED (100) IN WORLD RANKING AS AT THE DAY
OF SIGNING THIS AGREEMENT. THE FUNDS SHALL ALWAYS REMAIN FULLY SECURED AND WITHOUT ANY REASONABLE RISK
OF SPECULATION AND UNDER SIGNATORY CONTROL OF THE CUSTODIAN. THE CUSTODIAN REPRESENTS THAT AS
CUSTODIAN HE SHALL HAVE FULL ACCOUNT AND SIGNATORY POWERS OVER THE FUNDS REMITTED BY THE FUNDER TO
THE ACCOUNT OF THE CUSTODIAN.
Simpson
Solicitors
Millar LLP
Trafford House, Chester Road, Stretford, Manchester M32 0RS
3.2 BANK CONFIRMATION BY ANY TOP HUNDRED (100) WORLD RANKING BANK SHOWING THAT THE FUNDS ARE BEING
HELD IN THE CUSTODIAN’S ACCOUNT(S) SHALL CONSTITUTE PROOF THAT THE FUNDS ARE FULLY SECURE AND IN SAFE
CUSTODY.
3.3 THE TOTAL FUNDS WORTH FORTY EIGHT MILLION FIVE HUNDRED FIFTY THOUSAND DOLLARS
(USD$48,550,000.00) DUE TO THE FUNDER FROM THE FUNDS UNDER CUSTODY SHALL BE REMITTED TO HIS DESIGNATED
BANK ACCOUNT ON A MONTHLY BASIS. THE INTEREST RATE SHALL BE SUCH THAT IS OBTAINABLE AT THE TIME.
GOVERNMENT TAXES ON THE INTEREST SHALL BE BORNE BY THE FUNDER, IT SHOULD BE DEDUCTED FROM THE INTEREST
DUE TO THE FUNDER BEFORE THE BANK DEPOSIT.
4. CUSTODIAN’S ENTITLEMENT
4.1 THE CUSTODIAN IS ENTITLED TO 20% OF THE FUND FOR THE INVESTMENT PROJECT FOR HIS ROLE AS BENEFICIARY.
4.2 10% OF THE FUNDER’S FUNDS HAS BEEN SET ASIDE TO ALSO UNDERTAKE ALL EXPENSES INCURRED BY BOTH
PARTIES IN CONNECTION WITH THIS TRANSACTION AND SHALL BE DEDUCTED FROM THE FUNDER’S FUNDS AFTER THE
TOTAL CONCLUSION OF THE TRANSFER. THIS IS BEFORE THE FUNDS (USD$48.550MILLION) FINALLY GETS TO THE
CUSTODIAN’S BANK ACCOUNT.
5. DURATION/TERMINATION
5.1 THIS AGREEMENT SHALL REMAIN VALID FOR A PERIOD OF TWO (2) YEARS FROM THE DATE OF ITS EXECUTION AND
MAY BE RENEWED BY MUTUAL CONSENT FOR UP TO THREE YEARS OR MORE. HOWEVER, IF THE CUSTODIAN FINDS ANY
GOOD INVESTMENT OPPORTUNITIES, HE SHOULD BRING IT TO THE NOTICE OF THE FUNDER FOR MUTUAL DISCUSSION.
5.2 THIS AGREEMENT SHALL TERMINATE ON THE DATE OF ITS EXPIRY, OR ON THE DATE THE CUSTODIAN HAS RETURNED
ALL THE FUNDS UNDER CUSTODY TO THE FUNDER.
5.3 IF FOR ANY REASON THE FUNDER WISHES TO TERMINATE THIS AGREEMENT AND WITHDRAW THE FUNDS BEFORE
THE EXPIRY DATE, HE MAY DO SO BY GIVING NINETY (90) DAYS NOTICE TO THE CUSTODIAN. ANY COST FOR EARLY
WITHDRAWAL SHALL BE TO THE ACCOUNT OF THE FUNDER.
6. EXECUTION OF AGREEMENT
6.1 EACH OF THE PARTY TO THIS AGREEMENT REPRESENTS THAT IT HAS FULL LEGAL AUTHORITY TO EXECUTE THIS
AGREEMENT AND THAT EACH PARTY IS TO BE BOUND BY THE TERMS AND CONDITIONS AS SET FORTH HEREIN. ANY
MODIFICATION OR CHANGES TO THIS AGREEMENT SHALL BE MADE ONLY BY MUTUAL CONSENT AND IN WRITING AND
EXECUTED BY BOTH PARTIES, WHICH SHALL BE ATTACHED TO THE ORIGINAL AGREEMENT AS AN ADDENDUM.
6.2 THIS AGREEMENT SHALL BE BINDING ON ALL AND TO THE BENEFIT OF THE PARTY HERETO. THEIR HEIRS,
SUCCESSORS, ADMINISTRATORS, COMPANIES, EXECUTORS AND ASSIGNORS.
7 JURISDICTION DISPUTES
7.2 IN CASE OF ANY DISAGREEMENT OR DISPUTE, THE PARTY SHALL FIRST TRY TO SETTLE IT AMICABLY. FAILING
WHICH THE MATTER SHALL BE REFERRED TO ARBITRATION UNDER RULES OF ARBITRATION OF WORLD CHAMBER OF
COMMERCE. THE VENUE OF ARBITRATION SHALL BE IN A EUROPEAN UNION COURT AT THE OPTION OF THE AGGRIEVED
PARTY. THE DECISION OF THE ARBITRATION SHALL BE FINAL AND BINDING ON THE PARTY AND SHALL BE ENFORCEABLE IN
ANY COURT OF JURISDICTION.
8 CONFIDENTIALITY
8.1 THE PARTY AGREE THAT THIS AGREEMENT IS PRIVATE AND CONFIDENTIAL AND NEITHER THE CONTENTS SHALL BE
DIVULGED NOR COPIES CIRCULATED TO ANY THIRD PARTY NOT INVOLVED IN THE TRANSACTIONS UNDER THIS
AGREEMENT. ANY BREACH OF CONFIDENTIALITY SHALL BE SUBJECT TO LEGAL ACTION.
9 COMMUNICATIONS
9.1 ALL COMMUNICATIONS AND NOTICE RELATING TO OR RISING OUT OF THIS AGREEMENT SHALL BE SENT TO THE
CURRENT ADDRESS OF THE PARTY. A FACSIMILE COMMUNICATION (FAXED DOCUMENTS) SHALL BE CONSIDERED ORIGINAL
AND BINDING. THE PARTIES HAVE EXECUTE THIS CUSTODIAL AGREEMENT THIS 13th DAY OF JANUARY 2015.
CUSTODIAN SIGNATURE
CUSTODIAN’S NAME
<insert name>
In the presence of:
NAME: Franklin Baker
ADDRESS: Trafford House, Chester Road, Stretford, Manchester M32 0RS
OCCUPATION: Attorney-at-Law
SIGNATURE:
PREPARED BY:
Franklin Baker
Principal Partner:
Simpson Millar LLP
SOLICITORS
SIMPSON
MIL LAR L L P
SOLICITORS
Power of Attorney.pdf
POWER OF ATTORNEY
This POWER OF ATTORNEY is made this 13th day of January 2015.
Between Franklin Baker (hereinafter referred to as “The Grantor”) of the one part AND <insert name> of <insert address> hereinafter referred to as (“THE GRANTEE”) of the other part.
WHEREAS:-
1. The “Grantor” is desirous of granting an irrevocable POWER OF ATTORNEY and the “Grantee” has agreed
to accept same.
2. Now therefore with this irrevocable power of attorney Franklin Baker do hereby appoint <insert name>
be his trustee/beneficiary and on his behalf and in his name signed collect all sort of negotiable
instruments meant for and payable to Franklin Baker in respect of funds valued at Forty Eight Million Five
Hundred Fifty Thousand United State Dollars Only (USD$48,550,000.00) deposited with Cogeba Bank &
Trust (Bahamas) Ltd, transferred to <insert name>.
3. The “Grantee” shall use all care and due diligence in the collection and handling of the said funds.
4. To bring legal action in a court of law or do anything deemed fit if need be against anybody or institution
to ensure the safe keeping of the funds.
5. It is declared also on behalf of “Grantor” its heirs, successors in title, executors and administrators to
undertake the confirmation of any act done by the “Grantee” solely appointed by this “Power of
Attorney” which is valid and subsisting.
6. That every other matter concerning the legality of this transaction must be addressed/referred to the
personal attorney Franklin Baker.
Simpson
Solicitors
Millar LLP
Trafford House, Chester Road, Stretford, Manchester M32 0RS
In witness whereof, the parties have hereunto set their respective hands and seals on the day and year
written above.
Signed, sealed and delivered
By the within named Grantor and Grantee
<insert name> Signature:
In the presence of:
NAME: Franklin Baker
ADDRESS: Trafford House, Chester Road, Stretford, Manchester M32 0RS
OCCUPATION: Attorney-at-Law
Signature:
PREPARED BY:
FRANKLIN BAKER
Principal Partner:
Simpson Millar LLP
SOLICITORS
S IM P SON
MIL L AR L L P
SOLICITORS
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