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Court File No./N° du dossier du greffe : CV-23-00702238-0000
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
B E T W E E N :
Court File No.:
ONTARIO
SUPERIOR COURT OF JUSTICE
2705564 ONTARIO INC.
Plaintiffs
-and-
STEVEN DE KOENIGSWARTER, LUC GEORGES DE CLERCK, THE DE
KOENIGSWARTER FAMILY TRUST, THE HEALTH FACTORY HOLDING BV
and VENATOR INTERNATIONAL SA
Defendants
STATEMENT OF CLAIM
TO THE DEFENDANTS
A LEGAL PROCEEDING HAS BEEN COMMENCED AGAINST YOU by the plaintiff. The
claim made against you is set out in the statement of claim served with this notice of action.
IF YOU WISH TO DEFEND THIS PROCEEDING, you or an Ontario lawyer acting for you
must prepare a statement of defence in Form 18A prescribed by the Rules of Civil Procedure, serve
it on the plaintiff’s lawyer or, where the plaintiff does not have a lawyer, serve it on the plaintiff,
and file it, with proof of service, in this court office, WITHIN TWENTY DAYS after this notice
of action is served on you, if you are served in Ontario.
If you are served in another province or territory of Canada or in the United States of America,
the period for serving and filing your statement of defence is forty days. If you are served outside
Canada and the United States of America, the period is sixty days.
Instead of serving and filing a statement of defence, you may serve and file a notice of intent to
defend in Form 18B prescribed by the Rules of Civil Procedure. This will entitle you to ten more
days within which to serve and file your statement of defence.
IF YOU FAIL TO DEFEND THIS PROCEEDING, JUDGMENT MAY BE GIVEN
AGAINST YOU IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF
YOU WISH TO DEFEND THIS PROCEEDING BUT ARE UNABLE TO PAY LEGAL FEES,
Court File No./N° du dossier du greffe : CV-23-00702238-0000
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID
OFFICE.
TAKE NOTICE: THIS ACTION WILL AUTOMATICALLY BE DISMISSED if it has not
been set down for trial or terminated by any means within five years after the action was
commenced unless otherwise ordered by the court.
Date .......................................................... Issued by .......................................................
Local registrar
Address of
court office ....................................................
.........................................................
TO: STEVEN DE KOENIGSWARTER
AND TO: LUC GEORGES DE CLERCK
AND TO: THE DE KOENIGSWARTER FAMILY TRUST
AND TO: THE HEALTH FACTORY HOLDING BV
AND TO: VENATOR INTERNATIONAL SA
Court File No./N° du dossier du greffe : CV-23-00702238-0000
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
CLAIM
1. The Plaintiffs claim
a. Damages in the amount of $7,599,881.92;
b. Aggravated damages in the amount of $1,000,000.00;
c. Punitive damages in the amount of $1,000,000.00;
d. pre-judgment and post-judgment interest under sections 128 and 129,
respectively, of the Courts of Justice Act, R.S.O. 1990, c. C.43;
e. the interim and final costs of the plaintiffs in investigating and
prosecuting this action on a substantial indemnity basis plus H.S.T;
f. such further and other relief as this Honourable Court deems just.
Parties
2. 2706554 Ontario Inc., a corporation organized under the laws of Ontario.
3. Steven de Koenigswarter (“De Koenigswarter”), is an American entrepreneur and
businessman based in Heemstede & Zaandvoort, Netherlands.
4. The Health Factory Holding BV (“THF”) is a natural health products company of
dubious quality that has faced multiple investigations by authorities for misinformation.
5. Luc Georges de Clerck (“de Clerck”) is a Belgian citizen and business partner of de
Koenigswarter. He is the purported chief executive officer of Venator International SA
6. The de Koenigswarter Family Trust (“DKFT”) is an entity purportedly representing the
wealth of the larger de Koenigswarter family, with access to high value financial markets due to
its connection to the Rothschild banking family.
Court File No./N° du dossier du greffe : CV-23-00702238-0000
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
7. Venator International SA (“Venator International”) is a corporation purportedly
registered in Porto, Portugal that puts itself forward as having established relationships and or
credit lines with banking, trust foundations, and other top-tier financial institutions globally.
What this lawsuit is about
8. On or about March 9, 2021, the Plaintiff was introduced to De Koenigswarter, who told
the Plaintiff that he (De Koenigswarter) was a representative of the eminent Rothschild family.
De Koenigswarter told the Plaintiffs was told that, by virtue of his familial connections to the
Rothschild family and their banking connections, De Koenigswarter had access to financial
products with extremely high yields despite having extremely low risk.
9. Specifically, on behalf of all Defendants and acting as their agent, de Koenigswarter
represented to the Plaintiffs that the Rothschild Family and other “Banking Desks” were able to
purchase institutional short term bonds, called Standby Letters of Credit (“SBLCs”) at a discount
to face value, which could then be “flipped” or sold immediately for a profit of between 1 and
2% per transaction.
10. The Defendants represented that these transactions could be replicated multiple times per
week, such that the series of transactions would yield a return in excess of 60% percent a month
on invested funds.
11. The Defendants further represented that the SBLC transactions required a minimum
purchase of $100,000,000 per transaction, but that due to De Koenigswarter’s relations with the
Rothschild family De Koenigswarter had the ability to access a standby letter of credit that
would provide them with credit of USD $1,000,000,000.00 (USD 1 Billion) but that there would
be costs associated with the issuance of the credit line.
Court File No./N° du dossier du greffe : CV-23-00702238-0000
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
12. The Defendants represented to the Plaintiffs through De Koenigswarter that due to the
costs associated with the issuance of the credit line and the requirement for funds, the Defendants
would be prepared to enter into a joint venture agreement with the Plaintiffs under which the
Plaintiffs would provide funds to the venture, and the Defendants would utilize their connections
to enter into various leveraged transactions and SBLC transactions for profits.
13. The Defendants (through De Koenigswarter) provided proof of their connections to the
Rothschild family and certain other evidence designed to trick the Plaintiffs into believing that
the Defendants had access to a genuine business that was traditionally reserved for financial
elites and billionaires.
14. The Defendants made these representations to the Plaintiffs knowing that they were false.
They intended that the Plaintiffs rely on them. The Plaintiffs believed in the representations of
the Defendant. The Plaintiffs relied on the evidence they provided. The reliance was reasonable.
15. The Defendants showed the Plaintiffs a Joint Venture agreement which purported to be a
contract between VENATOR INTERNATIONAL SA and DKFT describing the transactions set
out above. It is attached as Schedule “A” to this claim.
16. The Defendants represented that the Plaintiffs would share in the profits of the JV,
assuming he sent De Koenigswater the funds required.
17. The Plaintiff 270 and De Koenigswarter entered into a “Revenue Sharing Agreement”
with De Koenigswarter Family Trust in which De Koenigswarter represented in writing to 270
that the De Koenigswarter Family Trust had “introduced a private placement program”, that it
“has the full right power and authority to enter into and perform its obligations and grant the
rights licenses and authorizations it grants and its required to grant under this agreement”, and
Court File No./N° du dossier du greffe : CV-23-00702238-0000
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
that “the parties agree to work together to raise capital from borrowers, pay the borrowers the
monies owed to them and share the remainder of the revenues”.
18. The agreement was signed by De Koenigswarter identified as signing for the De
Koenigswarter Family trust and as CEO of the Health Factory BV.
19. The Revenue Sharing Agreement provides that the jurisdiction for claims and disputes
arising from the same is Ontario. It is attached as Schedule “B”.
20. The Plaintiffs acted on the representations of the Defendants and were tricked into
thinking that he could participate in the Joint Venture agreement and sent De Koenigswarter wire
transfers totalling $7,599,881.92. on the dates and in the amounts set out below (via THF).
Date Amount
July 12, 2021 $1,000,000.00 USD
August 26, 2021 $867,000.00 USD
August 31, 2021 $896,972.50 USD
September 9, 2021 $249,939.50 USD
November 11, 2021 $1,896,000.00 USD
December 6, 2021 $1,200,000.00 USD
December 10, 2021 $500,000.00 USD
December 29, 2021 $989,969.92 USD
Court File No./N° du dossier du greffe : CV-23-00702238-0000
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
21. These transfers to THF were made to its accounts in the Netherlands.
22. The Defendants advised the Plaintiffs that these funds were transferred to the Defendant
Venator International through a separate entity Dialogo Provietoso LDV, however, no transfer
was ever made.
23. Instead, funds were transferred to various subsidiaries of THF also owned or controlled
by De Koenigswarter in amounts ranging from $100,000.00 to $460,000.00.
24. As of this date, the Plaintiffs have received no consideration as required by 270’s
agreement with De Koenigswarter or from any of the defendant entities.
25. Through their actions and representations, the Defendants have absconded with funds
given by the Plaintiffs.
Causes of Action
Conspiracy
26. The Defendants were each involved in the fraudulent scheme to abscond with the
Plaintiffs’ money. Through their conduct as described above the Defendants conspired with each
other for their own benefit and to the detriment of the Plaintiffs.
27. The Defendants acted in concert, including but not limited to producing fraudulent
documents purporting to show transfers of funds between their respective entities that had the
effect of removing funds from the Plaintiffs for the conspirators’ own benefit
28. Their actions were aimed at causing injury to the Plaintiffs and did indeed cause him injury.
Breach of Contract
29. The conduct of De Koenigswarter was a breach of contract. The Plaintiffs suffered
damages in the form of lost investment funds.
Court File No./N° du dossier du greffe : CV-23-00702238-0000
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
30. The Defendants who participated in the fraud and who were each partners of de
Koenigswarter are each jointly and severally liable to repay the Plaintiffs’ losses.
Unjust Enrichment
31. The Defendants have been enriched by the funds provided by the Plaintiffs and the
Plaintiffs have suffered a corresponding deprivation.
32. There is no juristic reason for the enrichment.
Conversion
33. The Defendants have converted the funds provided by the Plaintiffs for their own use.
34. This conversion was improper.
35. The Plaintiffs have suffered damages.
Fraudulent Misrepresentation
36. De Koenigswarter caused the Plaintiffs to wire funds to THF and potentially the other
defendants on the basis of a fraudulent misrepresentation about SBLCs and purported safe returns
from such financial products.
37. The Plaintiffs relied on the fraudulent misrepresentations made by De Koenigswarter on
behalf of the Defendants.
38. The Plaintiffs wired funds in reliance on the fraudulent misrepresentations.
39. The Plaintiffs suffered losses when the Plaintiffs’ funds were converted unlawfully by the
Defendants or lost or taken by the defendants.
40. All the Defendants made the representations which were acted on by the Defendant through
to De Koenigswarter. They were aware that to De Koenigswarter was making those representations
and intended that the Plaintiffs would rely on them.
Court File No./N° du dossier du greffe : CV-23-00702238-0000
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
The Plaintiffs funds were impressed with a trust in favor of the Plaintiffs
41. Given that De Koenigswarter and THF received the funds from the Plaintiff via fraudulent
representations they hold the Plaintiffs’ funds for them in a resulting or constructive trust.
Breach of Trust/Knowing Assistance/Knowing Receipt
42. In the alternative to all of the above the Plaintiffs claim against all the Defendants for
breach of trust and knowing receipt of funds impressed with the Plaintiff’s trust.
43. The Plaintiffs were vulnerable to the conduct described above, as a result of the trust placed
by the Plaintiffs in de Koenigswarter in providing funds for the purpose of the Joint Venture.
Without the trust relationship between the Plaintiffs and de Koenigswarter, the conduct described
above could not have happened.
44. The Plaintiffs have suffered losses from the funds being removed.
45. The Plaintiffs’ losses derive from de Koenigswarter’s breach of trust. The balance of the
Defendants knowingly assisted the breach and benefited from same. They are jointly and severally
liable to the Plaintiffs to account for the funds and profits they earned through the overall
fraudulent scheme.
46. All the Defendants received funds knowingly impressed with the Plaintiffs’ trust. They
are each jointly and severally responsible for the full amount of the Plaintiffs’ losses for assisting
and participating in the breach of trust. They are all partners and agents of one another in the fraud,
and in the conspiracy.
Jurisdiction
47. The Plaintiffs propose this action be tried in Toronto.
48. The Plaintiffs received the false representations and acted on them in Toronto.
49. The Plaintiffs suffered damages in Toronto.
Court File No./N° du dossier du greffe : CV-23-00702238-0000
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
50. This claim may be served outside Ontario without leave as it is in respect of a tort
committed in Ontario (17.02(g) of the Rules of Civil Procedure).
July 5, 2023 KARP LITIGATION
PROFESSIONAL CORPORATION
1186 Eglinton Avenue West
Toronto, Ontario M6C 2E3
Eli Karp (LSO #54317P)
Tel: (416) 769-4107
Fax: (416) 352-7638
Email: ek@karplitigation.ca
Ian Literovich (LSO #75121J)
Tel: (416) 769-4107 ext. 2
Fax: (416) 352-7638
Email: il@karplitigation.ca
Lawyers for the Plaintiffs
Court File No./N° du dossier du greffe : CV-23-00702238-0000
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
Schedule “A”
Deed Of Agreement - Joint Venture Agreement
Between “VENATOR INTERNATIONAL SA” (Party B)
And “de Koenigswarter Family Trust” (Party A)
This Agreement is between VENATOR INTERNATIONAL SA, hereinafter called “VI SA” or “Party B” and
“de koenigswarter Family Trust”, hereinafter called “DKFT” or “Party A”, and together called the “Parties”.
On the one hand,
VENATOR INTERNATIONAL SA (VI SA),
Company registered in Portugal under registration number/reference: NIF 514166584,
With headquarters located at Rua A. C. Barbosa 112, 1°P S1 -- 4100-009 Porto, PORTUGAL
Hereinafter referred to as “VI SA” or “Party B”,
And on the other hand,
de koenigswarter Family Trust (DKFT),
Company registered in USA under registration number/reference: EIN 98-6080851, New Jersey
With headquarters located at 63 Kingswood Rd --- Weehawken NJ 07087, USA
Hereinafter referred to as “DKFT” or “Party A”,
WHEREAS “VI SA” has established relationships and or credit lines with banking, trust foundations
and other top-tier financial institutions globally,
WHEREAS “DKFT”, currently owns USD$1,500,000.00 (USD$ One Million Five Hundred
Thousand ($)) or more, held in a CASH ACCOUNT issued by (Bank Name, located in), owned, free and clear
of any encumbrances and debt, under its control and has the ability to prove funds via a TEAR SHEET AND BANK
STATEMENT ACCOUNT into “VI SA”, as agreed upon herein,
WHEREAS “VI SA” has the resources, capability, authority and ability to issue a Standby Letter of
Credit, to this Joint Venture parties’, from his assets in Barclays Bank or HSBC UK PLC, located at London, United
Kingdom, in the amount of USD$1,000,000,000.00 (USD$ One Billion ($)), or more, in favor of a
Funding/Trading Party or it’s assigns, with good clean, clear funds, or assets held at the Issuing Bank,
NOW THEREFORE The Parties seek to partner together under the terms identified in this D.O.A./J.V.
agreement and add it to both parties’ corporate resolutions. Or if it’s only applicable, it will definitively be added
to “VI SA” Capital’s corporate resolutions.
TERMS OF THIS AGREEMENT
• The Party B agreed to receive funding of USD$1,500,000.00 (USD$ One Million Five Hundred
Thousand ($)) to set up and the banking costs of 1 (One) Cash Backed Standby Letter of Credit
(SBLC) of € 85,000,000.00 (Euros € Eighty Five Million (€)), registered in the Euroclear System,
with the purpose to participate in structured financial programs to trade the afore mentioned asset in a
managed buy sell of MTN or equivalent leverage profit generating Platform for project financing (PPP).
NIF: 514166584 | Rua A. C. Barbosa 112D 1o
S1 | 4100 009 Porto, Portugal
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
Court File No./N° du dossier du greffe : CV-23-00702238-0000
• Party A offers to Party B the funding money of USD$1,500,000.00 (USD$ One Million Five Hundred
Thousand ($)), to be wired to the Party B’s bank account here noted. These costs are intended to
involve “DKFT”, and are partial costs of participation in payments, of the Trade desk, costs of issuing
the SBLC, registration fees on Euroclear, and partial costs of issuing the various Swifts messages.
Party A declares that the funding money is good, clean, clear and free of non-criminal origin.
• Upon receipt and release of the participation funding money object of this agreement in the below
indicated bank coordinates, if Party B fails to have the Operation Desk opened inside HSBC Bank PLC
London and fails to issue the SBLC in name of the client, or of the Monetizer or to the benefit of the
Trading account indicated in the future transaction contract and if Party B does not issue the
correspondent Swift MT760 to the Monetizer’s or Trader’s bank, as stipulated in the same contract, Party
B commits hereby to pay a penalty to the Provider of Two Percent (2%) of the instrument face value,
corresponding to €1,700,000.00 (€ One Million Seven Hundred Thousand (€)), in addition to the
reimbursement of the initial amount paid as Upfront Fees.
• If an execution default came from the Monetizer, the Trader, the Monetizer's bank or the Trader's bank,
the client would not be held responsible and would recover, except the money committed for the opening
of the Trade Desk (according to their invoice), the money paid as Upfront Fees. This, not without first
having and irrevocably authorized Party B, to offer or to propose an alternative solution.
DESCRIPTION OF THE INSTRUMENT
Type of the Instrument : Cashed Backed Standby Letter Of Credit
Face Value : €85,000,000.00 (€ Eighty Five Million (€))
Maturity Date : 2 (Two) Years
Issuer and Custody Bank : HSBC Bank PLC - London (or Barclays’ Bank – London)
Registration System : Euroclear, ISIN
INSTRUCTIONS TO THE WIRE TRANSFER BY SWIFT MT103
Kindly immediately transfer the total sum of USD$1,500,000.00 (USD$ One Million Five Hundred
Thousand ($)) according to instructions stated below as, ”Banking Charges Fee”, to the below bank
coordinates, with the immediate sending of the wire transfers confirmation (Swift copies) to the e-mail
ldc@venator.pro
The total fee amount of USD$1,500,000.00 (USD$ One Million Five Hundred Thousand ($)) shall be
wired from “The Health Factory Holding BV” (THF BV) to “VI SA”, from his Bank Account n°
NL40INGB0006885427, on Herenweg 29G, 2105 Heemstede (Netherlands), following the below instructions in
detail to avoid bank compliance situations and delay in the transaction starting.
The total fee amount of USD$1,500,000.00 (USD$ One Million Five Hundred Thousand ($)) shall be
wired from “THF BV” to “VI SA” according to the below banking coordinates. The remittance will be split into
two (2) different transfers, the first, immediately, within 24 hours, upon signature of this contract, and the
second, under eight (8) calendar days, as follows:
1st
wire transfer : USD$1,000,000.00 (USD$ One Million ($))
2nd
wire transfer : USD$ 500,000.00 (USD$ Five Hundred Thousand ($))
NIF: 514166584 | Rua A. C. Barbosa 112D 1o
S1 | 4100 009 Porto, Portugal
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
Court File No./N° du dossier du greffe : CV-23-00702238-0000
BANKING COORDINATES
Bank Name B.P.I.
Bank Address Av. Visconde de Barreiros, 91 ---- 4470-151 MAIA
Bank SWIFT Code BBPIPTPL
Bank Account Name DIALOGO PROVEITOSO LDA
IBAN € account (conta €)
IBAN $ account PT50 0010 9999 5954 7960 6017 1 (conta $)
E Mail E-MAIL a notification immediately upon each tranche/ transfer
payment together with the transaction code/s to e-mail:
ldc@venator.pro
Signature The signatory/beneficiary is allowed in this C.I.S. to change at any
time upon request to change the banking coordinates with delay.
ADDITIONAL NOTE
• It has been agreed between Party A and Party B, that if all the terms of this contract are to be observed
by both parties involved, and that if the supply of the first financial instrument is carried out in a correct
and consistent manner for both parties, Party B may provide to Party A, at its request, other financial
instruments of the same type, of more or less significant value, revolving or not.
PROCEDURE
• “DKFT” agrees to submit a complete C.I.S. (K.Y.C.), and bank statement to “VI SA”. “DKFT” will
participate to the bank fees costs for the issuing of SBLC for an amount of USD$85,000,000.00
(USD$ Eighty Five Million ($)). These costs are intended to involve “DKFT”, and are partial costs
of participation in payments, of the Trade desk, costs of issuing the SBLC, registration fees on Euroclear,
and partial costs of issuing the various Swifts messages.
• “VI SA” shall submit the KYC and TEAR SHEET AND BANK STATEMENT ACCOUNT Performa to its trade
partner. “VI SA” shall obtain an offer from the trade partner and present the offer to the legal
representation of “VI SA” to assure the contract is within the standards of practice and is a “good
contract” this process is expected to take 10 to 12 (Ten to Twelve) business days.
• The Parties agree to review the offer and decide to move forward. Whereas, this information is sensitive,
the redacted information will be supplied, although the actual copy less the trader info will be provided
for review by the “Parties”.
• “DKFT” agrees to and has already authorized the CEO/CFO/Director of “VI SA” to add this D.O.A./J.V.
arrangement to the corporate resolutions of “VI SA”. These terms have already been agreed to per the
MOU which will be sign as well as the KYC which included the POA and other financial documentation’s
and agreements. This document is for proof of J.V. Agreement between the Parties.
• This J.V. Agreement remains in effect as long as the agreed upon “Return” is received each month from
the Trade Desk, by the Paymaster and the allocation is deposited in the Bank Account opened by “VI
SA” (agreement period = 2 years), in order to purchase other instruments of the same type.
“VI SA” agrees to engage a Paymaster for all payments to be accounted for and paid to “VI SA”.
NIF: 514166584 | Rua A. C. Barbosa 112D 1o
S1 | 4100 009 Porto, Portugal
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
Court File No./N° du dossier du greffe : CV-23-00702238-0000
• The Paymaster shall disburse the Monthly Return as follows: Per our agreement within the MOU, and
bank contracts “VI SA” is receiving. Historically the strength will determine the Loan to Value which
becomes the trade value. Based upon the trade value we will provide 8,5% per month return of Face
Value (Face Value = 1B). The trade groups usually reference a commitment of 100% or more of face
value annually, and keep in mind that all contract arrangements have strengths and weaknesses.
• Currently we are still yet to receive the contract, although at minimum we should be able to obtain face
value of the instrument and disburse that value to “DKFT”, over the course of the year, or 10 (ten)
months as will be specified in the trading contract.
• It has already been agreed and understood per the signed MOU that the CASH participation must be
under the control of “VI SA”. “DKFT” has fully authorized the CEO/Director of “VI SA” to use these
funds to acquire the SBLC rights.
• A separate contract will be signed with the provider in the name of “VI SA” and also between “VI SA”
and the trade entity. “DKFT” is part of the deal as a fully entitled share holder.
PAYMENT OF THE INSTRUMENT
Once the financial instrument has been delivered, Party B will pay within 5 (five) working days the purchase of
its financial instrument with a face value of 1B, at the agreed price of 48% + 2%, or USD$500,000,000.00
(USD$ Five Hundred Million ($)). The Client will recover the financial instrument with a face value of €
85,000,000.00 (Euros € Eighty Five Million (€)) within a period of 30 banking days, period required for
the various legal registrations and the finalization of the instrument's declarations in the event of a partial resale
of an existing instrument.
In the absence of payment by the Client, the financial instrument will be immediately and automatically
suspended and revoked. Note: The Upfront Fees paid by the Client for the issuance of the SBLC will be fully
deducted from the total amount payable for the acquisition thereof. The Client will therefore pay: (48% + 2%)
– USD$1,500,000.00 ($). This means that the balance of the price to be paid by the Client for its SBLC will be
more or less (change commission) € 41,235,000.00 (Euros € Fourty-One Million Two Hundred Thirty-
Five Thousand (€)).
CONFIDENTIALITY
“Confidential Information” as used in this Agreement means all information that is disclosed by one party
(“Disclosing Party”) to the other party (“Receiving Party”) at any time prior to the execution of this
Agreement or during the term of this Agreement. Confidential Information may be disclosed orally, in writing,
by samples, by inspections, or in a tangible medium. Such Confidential Information includes, but is not limited
to, proprietary information, trade secrets, know-how, financial information, data, analyses, documentation,
supplier identities and characteristics, and agreements. All such information shall be deemed confidential,
proprietary and valuable trade secret information which is the exclusive property of the Disclosing Party.
Confidential Information shall also include such confidential and proprietary information or material belonging
to any of a Disclosing Party’s affiliates of or to which the other party may obtain knowledge or access through
or as a result of the transaction. Confidential Information also includes any information described above which
the Disclosing Party has obtained in confidence from a third party who treats it as proprietary or designates it
as Confidential Information, whether or not owned or developed by the Disclosing Party; provided that no such
Confidential Information shall be disclosed to a Receiving Party unless the Disclosing Party has a legal or
contractual right to disclose the same.
NIF: 514166584 | Rua A. C. Barbosa 112D 1o
S1 | 4100 009 Porto, Portugal
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
Court File No./N° du dossier du greffe : CV-23-00702238-0000
Unless expressly authorized in writing by Disclosing Party, Receiving Party agrees (i) to use the Confidential
Information only in connection with evaluating a potential business relationship and/or in connection with a
business arrangement, if any, entered into between the parties with respect to the transaction, (ii) to retain the
Confidential Information in confidence, and to take all necessary precautions to protect such Confidential
Information, including, without limitation, the segregation of the Confidential Information from the confidential
materials of others and all other precautions Receiving Party employs with respect to its own confidential
materials, (iii) not to divulge any Confidential Information or any information derived therefrom to any third
person, and (iv) not to copy, reverse engineer, reverse compile, nor attempt to derive the composition or
underlying information of any confidential information.
Receiving Party further agrees that it will not disclose Confidential Information to anyone other than those
employees, accountants, attorneys, or other agents (“Representatives”) with a need to know it and who have
been informed of Receiving Party’s obligations under this Agreement. At a minimum, Receiving Party shall inform
each Representative of the confidential and proprietary nature of the Confidential Information and shall direct
each Representative (i) to treat the Confidential Information confidentially, (ii) not to use the Confidential
Information other than for the purposes described above, (iii) to return or destroy any such information
immediately upon request by either the Receiving Party or Disclosing Party, and (iv) not to disclose the
Confidential Information to anyone without Disclosing Party’s prior written consent. Receiving Party shall be
responsible for any violation of these provisions by any of its Representatives.
TAXES
The Parties understand and agree that “VI SA” and “DKFT” are independent of one another outside the
guidelines of this Agreement, and there is not and shall not be an employer-employee relationship between the
Parties. “VI SA” shall be responsible for paying all taxes due on the proceeds it receives, and “DKFT” shall be
responsible for paying all taxes due on the proceeds it receives.
TERM
This Agreement is for a term of twenty-four months (2 years).
EFFECTIVE DATE, VALIDITY AND SIGNATURE
This Agreement shall be effective upon the signature of Parties authorized officials. It will and will remain on
effect for a period of time in accordance with the terms of this Agreement. The period of validity of this proposal
is one week.
SIGNATURES AND DATES
“VI SA” “DKFT”
By :
Title :
Mr. Luc Georges de Clerck
Chief Executive Order
By :
Title :
Mr. St. de Koenigswarter
Chief Executive Order
Date : July 20, 2021 Date : July 20, 2021
NIF: 514166584 | Rua A. C. Barbosa 112D 1o
S1 | 4100 009 Porto, Portugal
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
Court File No./N° du dossier du greffe : CV-23-00702238-0000
Client’s Information Sheet
NIF: 514166584 | Rua A. C. Barbosa 112D 1o
S1 | 4100 009 Porto, Portugal
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
Court File No./N° du dossier du greffe : CV-23-00702238-0000
Client Information Sheet
In accordance with Articles 2 and 5 of the due diligence and federal banking commission circular of December
1999, concerning the prevention of money laundering, and Article 305 of the Swiss Criminal Code, the following
information may be supplied to banks and to financial institutions for purposes of verification of identity and
activities of the investing member, and the nature and origin of the funds which are to be utilized. If a Company
or Partnership is to receive the distribution, also provide the personal information for the President or Principal
Partner with signatory authority.
Personal Information of Signatory
Full Name Luc Georges de Clerck
Street Address Rua Arq. Cassiano Barbosa, 112D, 1° ----4100-009 Porto
Personal Cellular Number + 33 7 78 12 95 48
E Mail Address ldc@venator.pro
Date Of Birth 25.04.1961
Place Of Birth Kortrijk
Nationality Belgium
Passport Number CD-1209
Issued By Bruxelles
Issue Date 21.12.2016
Expiration Date 31.12.2021
Company Information
Company Name Venator International SA
Registered Office Domicile Rua Arq. Cassiano Barbosa, 112 D, 1°---- 4100-009 Porto
Registration Number 514166584
Country/State Of Incorporation Portugal
Years In Business AP.10/20161109
E Mail Address ldc@venator.pro
Banking Coordinates
Bank Name B. P. I .
Bank Address Av. Visconde de Barreiros, 91 ---- 4470-151 MAIA
Bank SWIFT Code BBPIPTPL
Bank Account Name DIALOGO PROVEITOSO LDA
IBAN € account (conta €)
IBAN $ account PT50 0010 9999 5954 7960 6017 1 (conta $)
E Mail E-MAIL a notification immediately upon each tranche/ transfer
payment together with the transaction code/s to e-mail:
ldc@venator.pro
Signature The signatory/beneficiary is allowed in this C.I.S. to change at any
time upon request to change the banking coordinates with delay.
END OF DOCUMENT.
NIF: 514166584 | Rua A. C. Barbosa 112D 1o
S1 | 4100 009 Porto, Portugal
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Toronto Superior Court of Justice / Cour supérieure de justice
Court File No./N° du dossier du greffe : CV-23-00702238-0000
Schedule “B”
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DEVELOPMENTANDREVENUE
SHARING AGREEMENT
This Development and Revenue Sharing Agreement is by and between 2705564 Ontario Inc.
("Ontario"), and The De Koenigswarter Family Trust ("DKT") and is effective as of April Ist,
2021 (the "Effective Date"). Ontario and DKT are each referred to as a "Party" and
collectively as the "Parties."
WHEREAS, DKT has introduced a private placement program, and Ontario has access to a
number of potential investors/borrower with capital; and
WHEREAS, the Parties to this Agreement desire to share any fees, revenues and profits received
from private placement programs identified by DKT and funded through Ontario clients as set
forth herein;
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties each hereby agree as follows:
1. Definitions.
"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit,
notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any
nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or
otherwise.
"Affiliate" of a Person means any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, such Person. The
term "control" (including the terms "controlled by" and "under common control with") means the
direct or indirect power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract, or otherwise/ownership
of more than 50% of the voting securities of a Person.
"Business Day" means a day other than a Saturday, Sunday, or other day on which commercial
banks in San Francisco are authorized or required by Law to be closed for business.
"Confidential Information" has the meaning set forth in Section 8.
"Disclosing Party" has the meaning set forth in Section 8.
"Effective Date" has the meaning set forth in the preamble.
"Force Majeure Event" has the meaning set forth in Section I Oj.
"lndemnitee" has the meaning set forth in Section 6.
"lndemnitor" has the meaning set forth in Section 6.
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"Initial Term" has the meaning set forth in Section 9.
"Intellectual Property" means the intellectual property owned by a party to this Agreement as
of the date of this Agreement or as provided in this Agreement, in the future, including without
limiting the foregoing, investor and customer lists, and know how.
"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty,
common law, judgment, decree, or other requirement of any federal, state, local, or foreign
government or political subdivision thereof, or any arbitrator, court, or tribunal of competent
jurisdiction.
"Loss" or "Losses" means all losses, damages, deficiencies, claims, actions, judgments,
settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including
reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and
the cost of pursuing any insurance providers.
"Parties" has the meaning set forth in the preamble.
"Party" has the meaning set forth in the preamble.
"Person" means an individual, corporation, partnership, joint venture, limited liability entity,
governmental authority, unincorporated organization, trust, association, or other entity.
"Projects"shall mean capital raising projects undertaken by DKT from referrals made by
Ontario.
"Receiving Party" has the meaning set forth in Section 8.
"Renewal Term" has the meaning set forth in Section 9.
"Representatives" means, with respect to a Party, that Party's and its Affiliates' employees,
officers, directors, consultants, agents, independent contractors, service providers, sublicensee's,
subcontractors, and legal advisors.
"Revenue" means the gross revenue received by the Party to whom funds related to any Private
Placement Program initially sourced by Ontario and funded by DKT are paid.
"Term" has the meaning set forth in Section 9.
2. Projects. The Parties agree to work together to raise capital from borrowers, leverage the
capital in DKT's private placement program and pay borrowers the monies owed to them and
share the remainder of the revenues. Ontario shall not be required to bring any capital to the
group, and DKT shall not be required to raise any capital for any Projects. Upon Ontario
identifying a client with capital or SBLC or other forms of banking instruments that it desires to
bring to DKS, Ontario shall notify the DKS about such client. If the DKS agrees to undertake
such a client, subject to this Agreement, then the Parties shall execute an updated Exhibit A
which lists clients subject to this Agreement. The Parties also shall then execute a new Private
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Placement Program Addendum in the form attached hereto as Exhibit B, which Private
Placement Program Addendum describes the specific additional terms of the Private Placement
Program transaction.
a. No Exclusivity. Nothing contained herein shall prevent any Party from engaging
in any other activity whether it be competitive or not so long as such other activity
is not competitive to the Project. The Parties acknowledge that they each have
other business interests outside of this Agreement and no exclusivity is granted in
this Agreement. Each Party is free to offer the same or similar services to other
businesses, including entering into a similar arrangement as this Agreement,
provided that the net effect of doing so does not act in competition to or contrary
to the interests of the other Parties.
b. Roles and Responsibilities. Each Party will use their best efforts to fulfill the
roles and responsibilities allocated to them in Exhibit C. Jf the Parties identify
new or desire to change existing roles or responsibilities, Exhibit C can be
updated by the mutual written agreement of the Parties.
c. Meetings. Each Party shall attend one meeting of the Parties per quarter, whether
in person or by electronic means. The Parties shall meet more frequently as
mutually agreed.
d. Paymaster. The Parties shall jointly appoint in writing a paymaster for each
Private Placement Program that will distribute funds to be used to back up any
letters of credit. As of the Effective Date, the Parties appoint Gary Farb from
Clark Farb Fiksel LLP as the paymaster. However DKS will work with Gary Farb
so that DKS share of funds is paid by the plaform at the same date and time as
Gary Farb is. If this cannot be done, Gary Farb will direct the platform paymaster
to pay DKS directly for monies owed to DKS and for the remaining to come to
the investors, partners and Ontario Company. A new paymaster may be
appointed with the consent of the Parties. Subject to input from the other Parties,
Ontario shall provide payment instructions to the paymaster.
3. Revenue Sharing. The Parties agree that DKS shall create any loan, subscription
agreement, term sheet or financing documents for any the clients. Further, any loan or financing
documents shall provide that Ontario investors/borrowers shall receive all payments from private
placement program and shall keep such funds in a segregated bank account from its own funds.
The Parties further agree that any fees for administering, legal or managing any loans or
financing shall be paid by both parties. Upon the successful monthly payout from the private
placement program, DKS shall ensure all pay outs goes to the paymaster and for the paymaster
to payout any borrowers, investors. Any Revenue from such Private Placement Program after
payment of administrative and other costs of any loan including any payments due to the
financiers of any Private Placement Program loans shall be split as follows for the first five
months: (a) Sixty percent 60% to DKT, (b) Forty percent (40%) to Ontario. After the fifth
month and starting month six (6), all revenues are split 50/50 by both parties. Ontario shall keep
separate records of any funds received in connection with any Private Placement Program such
that any other Party may request to audit the books of it. Ontario may not be audited more than
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once in a twelve-month period unless its books show a discrepancy of more than five percent
during an audit, in which case it may be audited up to two times per twelve months for
successive twelve-month periods.
4. Intellectual Property Ownership. All Intellectual Property included in or created as part
of development of the Private Placement Program and this Agreement shall be owned by the
Party which created such Intellectual Property.
a. Any investor/borrower first identified by Ontario ("Ontario Customer") shall be
owned by Ontario. During the term of this Agreement and for six months after,
neither DKT will approach Ontario Customer for any financing or other Private
Placement Program involving raising capital without the written consent of
Ontario. Ontario will list on Exhibit A all customers and projects which it wishes
to claim as an Ontario Customer which list will be updated from time to time by
mutual consent.
b. Any contacts first identified by DKT ("DKT Contact") shall be owned by DKT.
During the term of this Agreement and for six months after, neither Ontario nor
Ontario will approach a DKT Contact for financing or other Private Placement
Program involving raising capital without the written consent of DKT. DKT will
list on Exhibit A all Contacts which it wishes to claim as a DKT Contact which
list will be updated from time to time by mutual consent.
5. Representations and Warranties.
i. Mutual Representations and Warranties. Each Party represents, warrants
and covenants to the other Party that:
ii. it is duly organized, validly existing and in good standing as a corporation
or other entity under the Laws of the jurisdiction of its incorporation or
other organization;
111. it has the full right, power and authority to enter into and perform its
obligations and grant the rights, licenses and authorizations it grants and is
required to grant under this Agreement;
iv. the execution of this Agreement by its representative whose signature is
set forth at the end of this Agreement has been duly authorized by all
necessary corporate or organizational action of such Party; and
v. when executed and delivered by both Parties, this Agreement will
constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms.
b. DISCLAIMER OF WARRANTIES. THE PARTIES PROVIDE NO
WARRANTY AND ALL INFORMATION, MATERIALS AND SERVICES PROVIDED BY
A PARTY ARE PROVIDED "AS IS." EACH PARTY SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
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PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING
FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
6. Indemnification.
a. Indemnification. Each Party (the "Indemnitor") shall indemnify, defend, and
hold harmless the other Parties and their officers, directors, employees, agents, permitted
successors and permitted assigns from and against any and all Losses incurred by the Indemnitee
resulting from any Action by a third party related to this Agreement that results from the gross
negligence, willful misconduct or fraudulent activity of the lndemnitor, its employees, directors
or agents.
b. Indemnification Procedure. Each Party shall promptly notify the other Party in
writing of any Action for which such Party believes it is entitled to be indemnified pursuant to
Section 6a. The Party seeking indemnification (the "lndemnitee") shall cooperate with the
Indemnitor at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume
control of the defense and investigation of such Action and shall employ counsel reasonably
acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and
expense. The Indemnitee may participate in and observe the proceedings at its own cost and
expense with counsel of its own choosing. The Indemnitor shall not settle any Action without the
Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. If the
Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall
have the right, but no obligation, to defend against such Action, including settling such Action
after giving notice to the Indemnitor, in each case in such manner and on such terms as the
Indemnitee may deem appropriate. The Indemnitee's failure to perform any obligations under
this Section 6b. will not relieve the Indemnitor of its obligations under this Section 6b., except to
the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of
such failure.
c. Sole Remedy. THIS SECTION 6 SETS FORTH INDEMNITEE'S SOLE
REMEDIES AND INDEMNITOR'S SOLE LIABILITY AND OBLIGATIONS FOR ANY
ACTUAL, THREATENED, OR ALLEGED CLAIMS ARISING OR RELATED TO THIS
AGREEMENT.
7. Limitations of Liability. EXCEPT FOR ANY INDEMNIFICATION CLAIMS UNDER
SECTION 6 ABOVE, IN NO EVENT WILL ANY PARTY, OR ANY OF ITS SERVICE
PROVIDERS, OR OFFICERS OR DIRECTORS BE LIABLE UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR
EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) INCREASED
COSTS, DIMINUTION INV ALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR
PROFITS, (b) LOSS OF GOODWILL ORREPUTATIO , (c) CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHA CED, OR PUNITIVE
DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE
ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES
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OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE
FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
8. Confidentiality.
a. Confidential Information. In connection with this Agreement, each Party (the
"Disclosing Party") may disclose or make available Confidential Information to the other Party
(the "Receiving Party"). Subject to Section 8b., "Confidential Information" means information
in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party
considers confidential or proprietary, including information consisting of or relating to the
Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies,
customers, and pricing, and information with respect to which the Disclosing Party has
contractual or other confidentiality obligations, whether or not marked, designated, or otherwise
identified as "confidential." Without limiting the foregoing: (a) the Intellectual Property and
Documentation are the Confidential Information of Company; and (b) the financial terms and
existence of this Agreement are the Confidential Information of Company.
b. Exclusions. Confidential Information does not include information that the
Receiving Party can demonstrate by written or other documentary record: (a) was rightfully
known to the Receiving Party without restriction on use or disclosure prior to such information
being disclosed or made available to the Receiving Party in connection with this Agreement; (b)
was or becomes generally known by the public other than by the Receiving Party's or any of its
Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving
Party on a non-confidential basis from a third party that, was not or is not, at the time of such
receipt, under any obligation to maintain its confidentiality; or (d) was or is independently
developed by the Receiving Party without reference to or use of any Confidential Information.
c. Protection of Confidential Information. As a condition to being provided with any
disclosure of or access to Confidential Information, the Receiving Party shall for a period of five
years following the termination of this Agreement:
1. not access or use Confidential Information other than as necessary to
exercise its rights or perform its obligations under and in accordance with
this Agreement;
ii. except as may be permitted under the terms and conditions of Section 8d.,
not disclose or permit access to Confidential Information other than to its
Representatives who: (i) need to know such Confidential Information for
purposes of the Receiving Party's exercise of its rights or performance of
its obligations under and in accordance with this Agreement; (ii) have
been informed of the confidential nature of the Confidential Information
and the Receiving Party's obligations under this Section 8; and (iii) are
bound by written confidentiality and restricted use obligations at least as
protective of the Confidential Information as the terms set forth in this
Section 8;
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iii. safeguard the Confidential Information from unauthorized use, access or
disclosure using at least the degree of care it uses to protect its similarly
sensitive information and in no event less than a reasonable degree of care;
iv. promptly notify the Disclosing Party of any unauthorized use or disclosure
of Confidential Information and take all reasonable steps to prevent further
unauthorized use or disclosure; and
v. ensure its Representatives' compliance with, and be responsible and liable
for any of its Representatives' non-compliance with, the terms of this
Section 8.
Notwithstanding any other provisions of this Agreement, the Receiving Party's
obligations under this Section 8 with respect to any Confidential Information that
constitutes a trade secret under any applicable Law will continue until such time, if
ever, as such Confidential Information ceases to qualify for trade secret protection
under one or more such applicable Laws other than as a result of any act or omission
of the Receiving Party or any of its Representatives.
d. Compelled Disclosures. If the Receiving Party or any of its Representatives is
compelled by applicable Law to disclose any Confidential Information then, to the extent
permitted by applicable Law, the Receiving Party will: (a) promptly, and prior to such
disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party
can seek a protective order or other remedy or waive its rights under Section Sc.; and (b) provide
reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in
opposing such disclosure or seeking a protective order or other limitations on disclosure. If the
Disclosing Party waives compliance or, after providing the notice and assistance required under
this Section 8d., the Receiving Party remains required by Law to disclose any Confidential
Information, the Receiving Party will disclose only that portion of the Confidential Information
that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required
to disclose and, on the Disclosing Party's request, will use commercially reasonable efforts to
obtain assurances from the applicable court or other presiding authority that such Confidential
Information will be afforded confidential treatment.
9. Term and Termination.
a. Initial Term. The initial term of this Agreement commences as of the Effective
Date and continues for a period of two years (the "Initial Term").
b. Renewal Term. Following the Initial Term, this Agreement will automatically
renew for up to three additional successive two-year tenns (each a "Renewal Term" and,
collectively, together with the Initial Term, the "Term") unless earlier terminated pursuant to any
of the Agreement's express provisions or any Party gives the other Parties written notice of non-
renewal at least sixty days prior to the expiration of the then-current Renewal Term.
c. Termination. This Agreement may be terminated at any time:
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i. by any Party, effective on written notice to the other Parties, if any of the
other Parties fails to pay when due any fe.es due under this Agreement, or
materially breaches the terms of this Agreement and such breach: (i) is
incapable of cure; or (ii) being capable of cure, remains uncured thirty
days after the non-breaching Party provides the breaching Party with
written notice of such breach;
ii. by any Party, effective immediately, if any other Party: (i) is dissolved or
liquidated or takes any corporate action for such purpose; (ii) becomes the
subject of any voluntary or involuntary bankruptcy proceeding under any
domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to
make a general assignment for the benefit of its creditors; or (iv) applies
for, or consents to, the appointment of a trustee, receiver or custodian for a
substantial part of its property.
111. Both parties, on fifteen days prior written notice, if Ontario or DK.FT is
required either by notice from a regulatory agency or upon the advice of
its legal counsel that the activities contemplated herein (including without
limitation, the sharing of revenues) are illegal or potentially violate the
rules or regulation of any securities, broker dealer or other regulation
which governs it.
d. Effect of Termination or Expiration.
1. On the expiration or earlier termination of this Agreement, (A) all rights,
licenses and authorizations granted will immediately cease and each Party
agrees to cease using any and Confidential Information of another Party;
(B) within thirty days, each Party will (i) deliver to Disclosing Party, or at
Disclosing Party's written request, destroy and permanently erase the
Disclosing Party's Confidential Information, including all documents,
files, and tangible materials (and any partial and complete copies)
containing, reflecting, incorporating, or based on any of the foregoing,
whether or not modified or merged into other materials; and (ii) certify to
Disclosing Party in a signed written instrument that it has complied with
the requirements of this Section 10d.; and
11. all undisputed amounts payable by one Party to another of any kind under
this Agreement are immediately payable and due no later than ten days
after the effective date of the expiration of this Agreement or ten days
after termination of this Agreement.
iii. For a period of six months following expiration or termination of this
Agreement, in the event that DKT or Ontario close a financing with a
Project, then the amounts received in connection with such financing will
be paid as if such closing took place prior to the termination of this
Agreement.
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e. Surviving Terms. The provisions set forth in the following sections, and any other
right, obligation or provision under this Agreement that, by its nature, should survive termination
or expiration of this Agreement, will survive any expiration or termination of this Agreement:
Section 4, Section 6, Section 7, Section 8, Section 9 and Section 10.
10. Miscellaneous.
a. Further Assurances. On a Party's reasonable request, the other Party shall, at the
requesting Party's sole cost and expense, execute and deliver all such documents and
instruments, and take all such further actions, as may be necessary to give full effect to this
Agreement.
b. Relationship of the Parties. The relationship between the Parties is that of
independent contractors. Nothing contained in this Agreement will be construed as creating any
agency, partnership,joint venture, or other form of joint enterprise, employment, or fiduciary
relationship between the Parties, and neither Party shall have authority to contract for or bind the
other Party in any manner whatsoever.
c. Notices. Any notice, request, consent, claim, demand, waiver, or other
communication under this Agreement have legal effect only if in writing and addressed to a
Party as follows (or to such other address or such other person that such addressee Party may
designate from time to time in accordance with this Section l0d.). Notices sent in accordance
with this Section 10d. will be deemed effectively given: (a) when delivered, if delivered by hand,
with signed confirmation of delivery; (b) when delivered, if sent by a nationally recognized
overnight courier, with delivery confirmation; (c) when sent, if by email, (in each case, with
confirmation of transmission), if sent during the addressee's normal business hours, and on the
next Business Day, if sent after the addressee's normal business hours; and (d) on the three days
after the date mailed by certified return receipt requested, postage prepaid.
d. Interpretation. For purposes of this Agreement: (a) the words "include,"
"includes" and "including" are deemed to be followed by the words "without limitation"; (b) the
word "or" is not exclusive,·(c) the words "herein' " "hereof," "hereby," "hereto" and "hereunder"
refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning
when used in the plural, and vice versa; (e) words denoting any gender include all genders; and
(f) a reference to dollars or $1 is a reference to United States Dollars (USO) unless otherwise
expressly indicated. Unless the context otherwise requires, references in this Agreement: (x) to
sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits,
schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement,
instrument or other document means such agreement, instrument or other document as amended,
supplemented and modified from time to time to the extent permitted by the provisions thereof;
and (z) to a statute means such statute as amended from time to time and includes any successor
legislation thereto and any regulations promulgated thereunder. The Parties intend this
Agreement to be construed without regard to any presumption or rule requiring construction or
interpretation against the Party drafting an instrument or causing any instrument to be drafted.
The exhibits, schedules, attachments, and appendices referred to herein are an integral part of
this Agreement to the same extent as if they were set forth verbatim herein.
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e. Headings. The headings in this Agreement are for reference only and do not affect
the interpretation of this Agreement.
f. Entire Agreement. This Agreement together with the Exhibits hereto, constitutes
the sole and entire agreement of the Parties with respect to the subject matter of this Agreement
and supersedes all prior and contemporaneous understandings, agreements, representations, and
warranties, both written and oral, with respect to such subject matter. Upon the effectiveness of
this Agreement, the License Agreements shall be deemed amended and restated in their entirety
by this Agreement, and shall be of no further force or effect.
g. Assignment. No Party shall assign or otherwise transfer any of its rights, or
delegate or otherwise transfer any of its obligations or performance under this Agreement, in
each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the other
Parties' prior written consent, which consent shall not unreasonably be delayed or withheld. No
assignment, delegation, or transfer will relieve a Party of any of its obligations or performance
under this Agreement. This Agreement is binding on and inures to the benefit of the Parties
hereto and their respective successors and permitted assigns.
h. Force Majeure.
i. No Breach or Default. In no event will a Party be liable or responsible to
another Party or be deemed to have defaulted under or breached this
Agreement, for any failure or delay in fulfilling or performing any term of
this Agreement, when and to the extent such failure or delay is caused by
any circumstances beyond the Party's reasonable control (a "Force
Majeure Event"), including acts of God, pandemic, flood, fire,
earthquake or explosion, war, terrorism, invasion, riot or other civil unrest,
embargoes or blockades in effect on or after the Effective Date, national or
regional emergency, strikes, labor stoppages or slowdowns or other
industrial disturbances, passage of Law or any action taken by a
governmental or public authority, including imposing an export or import
restriction, quota, or other restriction or prohibition or any complete or
partial government shutdown, or national or regional shortage of adequate
power or telecommunications or transportation. Any Party may terminate
this Agreement if a Force Majeure Event continues substantially
uninterrupted for a period of 30 days or more.
ii. Affected Party Obligations. In the event of any failure or delay caused by
a Force Majeure Event, a Party will give prompt written notice to the other
Parties stating the period of time the occurrence is expected to continue
and use commercially reasonable efforts to end the failure or delay and
minimize the effects of such Force Majeure Event.
i. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties
hereto and their respective successors and permitted assigns and nothing herein, express or
implied, is intended to or will confer on any other Person any legal or equitable right, benefit, or
remedy of any nature whatsoever under or by reason of this Agreement.
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j. Amendment and Modification; Waiver. No amendment to or modification of or
rescission, termination, or discharge of this Agreement is effective unless it is in writing and
signed by an authorized representative of each Party. No waiver by any Party of any of the
provisions hereof is effective unless explicitly set forth in writing and signed by the Party so
waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in
exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or
be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy,
power, or privilege hereunder preclude any other or further exercise thereof or the exercise of
any other right, remedy, power, or privilege.
k. Severability. If any provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect
any other term or provision of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction. On such determination that any term or other provision is
invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be consummated as
originally contemplated to the greatest extent possible.
l. Governing Law. This Agreement is governed by and construed in accordance
with the internal laws of Ontario Canada without giving effect to any choice or conflict of law
provision or rule that would require or permit the application of the laws of any jurisdiction other
than those of Ontario Canada.
m. Waiver of Jury Trial. Each Party irrevocably and unconditionally waives any right
it may have to a trial by jury in respect of any legal action arising out of or relating to this
Agreement or the transactions contemplated hereby.
n. Eguitable Relief. Each Party acknowledges and agrees that a breach or threatened
breach by the other Party of any of its obligations under Section 8 of this Agreement would
cause Disclosing Party irreparable harm for which monetary damages would not be an adequate
remedy and that, in the event of such breach or threatened breach, Disclosing Party will be
entitled to equitable relief, including in a restraining order, an injunction, specific performance,
and any other relief that may be available from any court of competent jurisdiction, without any
requirement to post a bond or other security, or to prove actual damages or that monetary
damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all
other remedies that may be available at law, in equity, or otherwise.
o. Attorneys' Fees. In the event that any action, suit, or other legal or administrative
proceeding is instituted or commenced by a Party against another Party arising out of or related
to this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and
court costs from the non-prevailing Party.
p. Counterparts. This Agreement may be executed in counterparts, each of which is
deemed an original, but all of which together are deemed to be one and the same agreement. A
signed copy of this Agreement delivered by facsimile, email, or other means of electronic
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transmission is deemed to have the same legal effect as delivery of an original signed copy of
this Agreement.
q. Arbitration.
1. In consideration of the promises in this Agreement, the Parties agree that
any and all controversies, claims, or disputes arising out of, relating to, or
resulting from this Agreement, shall be subject to binding arbitration
under the arbitration rules (the "rules") of, and pursuant to the state law
of, Ontario Canada, including the Ontario Canada code of civil procedure.
The Federal Arbitration Act shall continue to apply with full force and
effect notwithstanding the application of procedural rules set forth in the
Ontario Canada code of civil procedure. Disputes which the Parties agree
to arbitrate, and thereby agree to waive any right to a trial by jury, include
any statutory claims under state or federal law.
11. The Parties agree that any arbitration will be administered by JAMS
("JAMS") and that the neutral arbitrator will be selected in a manner
consistent with its national rules for the resolution of contract disputes.
The Parties agree that the arbitrator shall have the power to decide any
motions brought by any party to the arbitration, including motions for
summary judgment and/or adjudication and motions to dismiss and
demurrers, prior to any arbitration hearing. The Parties also agree that the
arbitrator shall have the power to award any remedies, including
attorneys' fees and costs, available under applicable law. The Parties
understand that they shall share equally any administrative or hearing fees
charged by the arbitrator or JAMS. The Parties agree that the arbitrator
shall administer and conduct any arbitration in a manner consistent with
the rules and that to the extent that the JAMS' national rules for the
resolution of contract disputes conflict with the rules, the rules shall take
precedence. The Parties agree that the decision of the arbitrator shall be in
writing as a reasoned award.
m. Except as provided by the JAMS rules and this agreement, arbitration shall
be the sole, exclusive and final remedy for any dispute between the
Parties. Accordingly, except as provided for by the rules and this
agreement, neither Party will be permitted to pursue court action regarding
claims that are subject to arbitration.
[signature page follows]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first
above written.
2705564 Ontario lnc.
By ,L ,£_--4rl-i15-'nb' ---- ==--
Name: Mo
Title: CEO
Date: April 1, 2021
The De Koenigswarter Family Trust
By '-r.J>t •
N arter
Tit e: , e ealth Factory
Date: April 1, 2021
Initials: MTZ Initials: _ 13
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EXHIBIT A
PRIVATE PLACEMENT PROGRAMLIST
NAME OF ENTITY DATE OF INTRODUCTION PRIVATE PLACEMENT
PROGRAMDESCRIPTION
Klaus Edgar Friday, February S, 2021 at
11:05 AM
Client to put up $2 million USD
and to get a $10 million loan
Forruner Tuesday, March 23, 2021 at
9:08AM
Client to put up $4 million USD
and to 2:et a $17.5 million loan
Jerry and Rick April 1, 2021
Client to put up $50 million
SBLC and to get a $12
million/month in a non-
recourse loan
Jeff Robinson Sunday, February 28, 2021 at
2:53 PM
A series of clients
Pavlo Zaderej Tuesday, March 2, 2021 at
10:53 PM
$245 million SBLC in a JV.
Ronak April 1, 2021 $200k client will put in $10
million (minimum) and will go
into a JV
DKT INVESTORS
NAME OF INVESTOR DATE OF
INTRODUCTION
PRIVATE PLACEMENT
PROGRAM DESCRIPTION
$500 B Instrument with ISIN
& CUSIP Investor
March 29th 2021
Introduced to Rob
Initials: MTZ Initials: (}J19::_ 14
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EXHIBITB
PRIVATEPLACEMENTPROGRAMADDENDUM
[ANY EXCEPTIONS TO THE TERMS OF THE MAIN AGREEMENT SHOULD BE
LISTED HERE FOR EACH PROJECT]
The above Private Placement Program is accepted as a Private Placement Program under
the Development and Revenue Sharing Agreement dated April 1, 2021between the parties
thereto.
Dated:
The De Koenigswarter Family Trust
Initials: MTZ Initials: _ 15
April 9,2021
, et al. v. STEVEN DE KOENIGSWARTER et. al.
Plaintiffs Defendants
Court File No.:
ONTARIO
SUPERIOR COURT OF JUSTICE
Proceeding commenced at TORONTO
STATEMENT OF CLAIM
KARP LITIGATION
PROFESSIONAL CORPORATION
1186 Eglinton Avenue West
Toronto, Ontario M6C 2E3
Eli Karp (LSO #54317P)
Tel: (416) 769-4107
Fax: (416) 352-7638
ek@karplitigation.ca
Ian Literovich (LSO #75121J)
Tel: (416) 769-4107 ext. 2
Fax: (416) 352-7638
Email: il@karplitigation.ca
Lawyers for the Plaintiffs
Electronically issued / Délivré par voie électronique : 05-Jul-2023
Toronto Superior Court of Justice / Cour supérieure de justice
Court File No./N° du dossier du greffe : CV-23-00702238-0000

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Legal Proceedings Initiated Against Steven de Koenigswarter and Associated Entities.

  • 1. Court File No./N° du dossier du greffe : CV-23-00702238-0000 Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice B E T W E E N : Court File No.: ONTARIO SUPERIOR COURT OF JUSTICE 2705564 ONTARIO INC. Plaintiffs -and- STEVEN DE KOENIGSWARTER, LUC GEORGES DE CLERCK, THE DE KOENIGSWARTER FAMILY TRUST, THE HEALTH FACTORY HOLDING BV and VENATOR INTERNATIONAL SA Defendants STATEMENT OF CLAIM TO THE DEFENDANTS A LEGAL PROCEEDING HAS BEEN COMMENCED AGAINST YOU by the plaintiff. The claim made against you is set out in the statement of claim served with this notice of action. IF YOU WISH TO DEFEND THIS PROCEEDING, you or an Ontario lawyer acting for you must prepare a statement of defence in Form 18A prescribed by the Rules of Civil Procedure, serve it on the plaintiff’s lawyer or, where the plaintiff does not have a lawyer, serve it on the plaintiff, and file it, with proof of service, in this court office, WITHIN TWENTY DAYS after this notice of action is served on you, if you are served in Ontario. If you are served in another province or territory of Canada or in the United States of America, the period for serving and filing your statement of defence is forty days. If you are served outside Canada and the United States of America, the period is sixty days. Instead of serving and filing a statement of defence, you may serve and file a notice of intent to defend in Form 18B prescribed by the Rules of Civil Procedure. This will entitle you to ten more days within which to serve and file your statement of defence. IF YOU FAIL TO DEFEND THIS PROCEEDING, JUDGMENT MAY BE GIVEN AGAINST YOU IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO DEFEND THIS PROCEEDING BUT ARE UNABLE TO PAY LEGAL FEES,
  • 2. Court File No./N° du dossier du greffe : CV-23-00702238-0000 Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE. TAKE NOTICE: THIS ACTION WILL AUTOMATICALLY BE DISMISSED if it has not been set down for trial or terminated by any means within five years after the action was commenced unless otherwise ordered by the court. Date .......................................................... Issued by ....................................................... Local registrar Address of court office .................................................... ......................................................... TO: STEVEN DE KOENIGSWARTER AND TO: LUC GEORGES DE CLERCK AND TO: THE DE KOENIGSWARTER FAMILY TRUST AND TO: THE HEALTH FACTORY HOLDING BV AND TO: VENATOR INTERNATIONAL SA
  • 3. Court File No./N° du dossier du greffe : CV-23-00702238-0000 Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice CLAIM 1. The Plaintiffs claim a. Damages in the amount of $7,599,881.92; b. Aggravated damages in the amount of $1,000,000.00; c. Punitive damages in the amount of $1,000,000.00; d. pre-judgment and post-judgment interest under sections 128 and 129, respectively, of the Courts of Justice Act, R.S.O. 1990, c. C.43; e. the interim and final costs of the plaintiffs in investigating and prosecuting this action on a substantial indemnity basis plus H.S.T; f. such further and other relief as this Honourable Court deems just. Parties 2. 2706554 Ontario Inc., a corporation organized under the laws of Ontario. 3. Steven de Koenigswarter (“De Koenigswarter”), is an American entrepreneur and businessman based in Heemstede & Zaandvoort, Netherlands. 4. The Health Factory Holding BV (“THF”) is a natural health products company of dubious quality that has faced multiple investigations by authorities for misinformation. 5. Luc Georges de Clerck (“de Clerck”) is a Belgian citizen and business partner of de Koenigswarter. He is the purported chief executive officer of Venator International SA 6. The de Koenigswarter Family Trust (“DKFT”) is an entity purportedly representing the wealth of the larger de Koenigswarter family, with access to high value financial markets due to its connection to the Rothschild banking family.
  • 4. Court File No./N° du dossier du greffe : CV-23-00702238-0000 Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice 7. Venator International SA (“Venator International”) is a corporation purportedly registered in Porto, Portugal that puts itself forward as having established relationships and or credit lines with banking, trust foundations, and other top-tier financial institutions globally. What this lawsuit is about 8. On or about March 9, 2021, the Plaintiff was introduced to De Koenigswarter, who told the Plaintiff that he (De Koenigswarter) was a representative of the eminent Rothschild family. De Koenigswarter told the Plaintiffs was told that, by virtue of his familial connections to the Rothschild family and their banking connections, De Koenigswarter had access to financial products with extremely high yields despite having extremely low risk. 9. Specifically, on behalf of all Defendants and acting as their agent, de Koenigswarter represented to the Plaintiffs that the Rothschild Family and other “Banking Desks” were able to purchase institutional short term bonds, called Standby Letters of Credit (“SBLCs”) at a discount to face value, which could then be “flipped” or sold immediately for a profit of between 1 and 2% per transaction. 10. The Defendants represented that these transactions could be replicated multiple times per week, such that the series of transactions would yield a return in excess of 60% percent a month on invested funds. 11. The Defendants further represented that the SBLC transactions required a minimum purchase of $100,000,000 per transaction, but that due to De Koenigswarter’s relations with the Rothschild family De Koenigswarter had the ability to access a standby letter of credit that would provide them with credit of USD $1,000,000,000.00 (USD 1 Billion) but that there would be costs associated with the issuance of the credit line.
  • 5. Court File No./N° du dossier du greffe : CV-23-00702238-0000 Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice 12. The Defendants represented to the Plaintiffs through De Koenigswarter that due to the costs associated with the issuance of the credit line and the requirement for funds, the Defendants would be prepared to enter into a joint venture agreement with the Plaintiffs under which the Plaintiffs would provide funds to the venture, and the Defendants would utilize their connections to enter into various leveraged transactions and SBLC transactions for profits. 13. The Defendants (through De Koenigswarter) provided proof of their connections to the Rothschild family and certain other evidence designed to trick the Plaintiffs into believing that the Defendants had access to a genuine business that was traditionally reserved for financial elites and billionaires. 14. The Defendants made these representations to the Plaintiffs knowing that they were false. They intended that the Plaintiffs rely on them. The Plaintiffs believed in the representations of the Defendant. The Plaintiffs relied on the evidence they provided. The reliance was reasonable. 15. The Defendants showed the Plaintiffs a Joint Venture agreement which purported to be a contract between VENATOR INTERNATIONAL SA and DKFT describing the transactions set out above. It is attached as Schedule “A” to this claim. 16. The Defendants represented that the Plaintiffs would share in the profits of the JV, assuming he sent De Koenigswater the funds required. 17. The Plaintiff 270 and De Koenigswarter entered into a “Revenue Sharing Agreement” with De Koenigswarter Family Trust in which De Koenigswarter represented in writing to 270 that the De Koenigswarter Family Trust had “introduced a private placement program”, that it “has the full right power and authority to enter into and perform its obligations and grant the rights licenses and authorizations it grants and its required to grant under this agreement”, and
  • 6. Court File No./N° du dossier du greffe : CV-23-00702238-0000 Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice that “the parties agree to work together to raise capital from borrowers, pay the borrowers the monies owed to them and share the remainder of the revenues”. 18. The agreement was signed by De Koenigswarter identified as signing for the De Koenigswarter Family trust and as CEO of the Health Factory BV. 19. The Revenue Sharing Agreement provides that the jurisdiction for claims and disputes arising from the same is Ontario. It is attached as Schedule “B”. 20. The Plaintiffs acted on the representations of the Defendants and were tricked into thinking that he could participate in the Joint Venture agreement and sent De Koenigswarter wire transfers totalling $7,599,881.92. on the dates and in the amounts set out below (via THF). Date Amount July 12, 2021 $1,000,000.00 USD August 26, 2021 $867,000.00 USD August 31, 2021 $896,972.50 USD September 9, 2021 $249,939.50 USD November 11, 2021 $1,896,000.00 USD December 6, 2021 $1,200,000.00 USD December 10, 2021 $500,000.00 USD December 29, 2021 $989,969.92 USD
  • 7. Court File No./N° du dossier du greffe : CV-23-00702238-0000 Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice 21. These transfers to THF were made to its accounts in the Netherlands. 22. The Defendants advised the Plaintiffs that these funds were transferred to the Defendant Venator International through a separate entity Dialogo Provietoso LDV, however, no transfer was ever made. 23. Instead, funds were transferred to various subsidiaries of THF also owned or controlled by De Koenigswarter in amounts ranging from $100,000.00 to $460,000.00. 24. As of this date, the Plaintiffs have received no consideration as required by 270’s agreement with De Koenigswarter or from any of the defendant entities. 25. Through their actions and representations, the Defendants have absconded with funds given by the Plaintiffs. Causes of Action Conspiracy 26. The Defendants were each involved in the fraudulent scheme to abscond with the Plaintiffs’ money. Through their conduct as described above the Defendants conspired with each other for their own benefit and to the detriment of the Plaintiffs. 27. The Defendants acted in concert, including but not limited to producing fraudulent documents purporting to show transfers of funds between their respective entities that had the effect of removing funds from the Plaintiffs for the conspirators’ own benefit 28. Their actions were aimed at causing injury to the Plaintiffs and did indeed cause him injury. Breach of Contract 29. The conduct of De Koenigswarter was a breach of contract. The Plaintiffs suffered damages in the form of lost investment funds.
  • 8. Court File No./N° du dossier du greffe : CV-23-00702238-0000 Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice 30. The Defendants who participated in the fraud and who were each partners of de Koenigswarter are each jointly and severally liable to repay the Plaintiffs’ losses. Unjust Enrichment 31. The Defendants have been enriched by the funds provided by the Plaintiffs and the Plaintiffs have suffered a corresponding deprivation. 32. There is no juristic reason for the enrichment. Conversion 33. The Defendants have converted the funds provided by the Plaintiffs for their own use. 34. This conversion was improper. 35. The Plaintiffs have suffered damages. Fraudulent Misrepresentation 36. De Koenigswarter caused the Plaintiffs to wire funds to THF and potentially the other defendants on the basis of a fraudulent misrepresentation about SBLCs and purported safe returns from such financial products. 37. The Plaintiffs relied on the fraudulent misrepresentations made by De Koenigswarter on behalf of the Defendants. 38. The Plaintiffs wired funds in reliance on the fraudulent misrepresentations. 39. The Plaintiffs suffered losses when the Plaintiffs’ funds were converted unlawfully by the Defendants or lost or taken by the defendants. 40. All the Defendants made the representations which were acted on by the Defendant through to De Koenigswarter. They were aware that to De Koenigswarter was making those representations and intended that the Plaintiffs would rely on them.
  • 9. Court File No./N° du dossier du greffe : CV-23-00702238-0000 Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice The Plaintiffs funds were impressed with a trust in favor of the Plaintiffs 41. Given that De Koenigswarter and THF received the funds from the Plaintiff via fraudulent representations they hold the Plaintiffs’ funds for them in a resulting or constructive trust. Breach of Trust/Knowing Assistance/Knowing Receipt 42. In the alternative to all of the above the Plaintiffs claim against all the Defendants for breach of trust and knowing receipt of funds impressed with the Plaintiff’s trust. 43. The Plaintiffs were vulnerable to the conduct described above, as a result of the trust placed by the Plaintiffs in de Koenigswarter in providing funds for the purpose of the Joint Venture. Without the trust relationship between the Plaintiffs and de Koenigswarter, the conduct described above could not have happened. 44. The Plaintiffs have suffered losses from the funds being removed. 45. The Plaintiffs’ losses derive from de Koenigswarter’s breach of trust. The balance of the Defendants knowingly assisted the breach and benefited from same. They are jointly and severally liable to the Plaintiffs to account for the funds and profits they earned through the overall fraudulent scheme. 46. All the Defendants received funds knowingly impressed with the Plaintiffs’ trust. They are each jointly and severally responsible for the full amount of the Plaintiffs’ losses for assisting and participating in the breach of trust. They are all partners and agents of one another in the fraud, and in the conspiracy. Jurisdiction 47. The Plaintiffs propose this action be tried in Toronto. 48. The Plaintiffs received the false representations and acted on them in Toronto. 49. The Plaintiffs suffered damages in Toronto.
  • 10. Court File No./N° du dossier du greffe : CV-23-00702238-0000 Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice 50. This claim may be served outside Ontario without leave as it is in respect of a tort committed in Ontario (17.02(g) of the Rules of Civil Procedure). July 5, 2023 KARP LITIGATION PROFESSIONAL CORPORATION 1186 Eglinton Avenue West Toronto, Ontario M6C 2E3 Eli Karp (LSO #54317P) Tel: (416) 769-4107 Fax: (416) 352-7638 Email: ek@karplitigation.ca Ian Literovich (LSO #75121J) Tel: (416) 769-4107 ext. 2 Fax: (416) 352-7638 Email: il@karplitigation.ca Lawyers for the Plaintiffs
  • 11. Court File No./N° du dossier du greffe : CV-23-00702238-0000 Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice Schedule “A”
  • 12. Deed Of Agreement - Joint Venture Agreement Between “VENATOR INTERNATIONAL SA” (Party B) And “de Koenigswarter Family Trust” (Party A) This Agreement is between VENATOR INTERNATIONAL SA, hereinafter called “VI SA” or “Party B” and “de koenigswarter Family Trust”, hereinafter called “DKFT” or “Party A”, and together called the “Parties”. On the one hand, VENATOR INTERNATIONAL SA (VI SA), Company registered in Portugal under registration number/reference: NIF 514166584, With headquarters located at Rua A. C. Barbosa 112, 1°P S1 -- 4100-009 Porto, PORTUGAL Hereinafter referred to as “VI SA” or “Party B”, And on the other hand, de koenigswarter Family Trust (DKFT), Company registered in USA under registration number/reference: EIN 98-6080851, New Jersey With headquarters located at 63 Kingswood Rd --- Weehawken NJ 07087, USA Hereinafter referred to as “DKFT” or “Party A”, WHEREAS “VI SA” has established relationships and or credit lines with banking, trust foundations and other top-tier financial institutions globally, WHEREAS “DKFT”, currently owns USD$1,500,000.00 (USD$ One Million Five Hundred Thousand ($)) or more, held in a CASH ACCOUNT issued by (Bank Name, located in), owned, free and clear of any encumbrances and debt, under its control and has the ability to prove funds via a TEAR SHEET AND BANK STATEMENT ACCOUNT into “VI SA”, as agreed upon herein, WHEREAS “VI SA” has the resources, capability, authority and ability to issue a Standby Letter of Credit, to this Joint Venture parties’, from his assets in Barclays Bank or HSBC UK PLC, located at London, United Kingdom, in the amount of USD$1,000,000,000.00 (USD$ One Billion ($)), or more, in favor of a Funding/Trading Party or it’s assigns, with good clean, clear funds, or assets held at the Issuing Bank, NOW THEREFORE The Parties seek to partner together under the terms identified in this D.O.A./J.V. agreement and add it to both parties’ corporate resolutions. Or if it’s only applicable, it will definitively be added to “VI SA” Capital’s corporate resolutions. TERMS OF THIS AGREEMENT • The Party B agreed to receive funding of USD$1,500,000.00 (USD$ One Million Five Hundred Thousand ($)) to set up and the banking costs of 1 (One) Cash Backed Standby Letter of Credit (SBLC) of € 85,000,000.00 (Euros € Eighty Five Million (€)), registered in the Euroclear System, with the purpose to participate in structured financial programs to trade the afore mentioned asset in a managed buy sell of MTN or equivalent leverage profit generating Platform for project financing (PPP). NIF: 514166584 | Rua A. C. Barbosa 112D 1o S1 | 4100 009 Porto, Portugal Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice Court File No./N° du dossier du greffe : CV-23-00702238-0000
  • 13. • Party A offers to Party B the funding money of USD$1,500,000.00 (USD$ One Million Five Hundred Thousand ($)), to be wired to the Party B’s bank account here noted. These costs are intended to involve “DKFT”, and are partial costs of participation in payments, of the Trade desk, costs of issuing the SBLC, registration fees on Euroclear, and partial costs of issuing the various Swifts messages. Party A declares that the funding money is good, clean, clear and free of non-criminal origin. • Upon receipt and release of the participation funding money object of this agreement in the below indicated bank coordinates, if Party B fails to have the Operation Desk opened inside HSBC Bank PLC London and fails to issue the SBLC in name of the client, or of the Monetizer or to the benefit of the Trading account indicated in the future transaction contract and if Party B does not issue the correspondent Swift MT760 to the Monetizer’s or Trader’s bank, as stipulated in the same contract, Party B commits hereby to pay a penalty to the Provider of Two Percent (2%) of the instrument face value, corresponding to €1,700,000.00 (€ One Million Seven Hundred Thousand (€)), in addition to the reimbursement of the initial amount paid as Upfront Fees. • If an execution default came from the Monetizer, the Trader, the Monetizer's bank or the Trader's bank, the client would not be held responsible and would recover, except the money committed for the opening of the Trade Desk (according to their invoice), the money paid as Upfront Fees. This, not without first having and irrevocably authorized Party B, to offer or to propose an alternative solution. DESCRIPTION OF THE INSTRUMENT Type of the Instrument : Cashed Backed Standby Letter Of Credit Face Value : €85,000,000.00 (€ Eighty Five Million (€)) Maturity Date : 2 (Two) Years Issuer and Custody Bank : HSBC Bank PLC - London (or Barclays’ Bank – London) Registration System : Euroclear, ISIN INSTRUCTIONS TO THE WIRE TRANSFER BY SWIFT MT103 Kindly immediately transfer the total sum of USD$1,500,000.00 (USD$ One Million Five Hundred Thousand ($)) according to instructions stated below as, ”Banking Charges Fee”, to the below bank coordinates, with the immediate sending of the wire transfers confirmation (Swift copies) to the e-mail ldc@venator.pro The total fee amount of USD$1,500,000.00 (USD$ One Million Five Hundred Thousand ($)) shall be wired from “The Health Factory Holding BV” (THF BV) to “VI SA”, from his Bank Account n° NL40INGB0006885427, on Herenweg 29G, 2105 Heemstede (Netherlands), following the below instructions in detail to avoid bank compliance situations and delay in the transaction starting. The total fee amount of USD$1,500,000.00 (USD$ One Million Five Hundred Thousand ($)) shall be wired from “THF BV” to “VI SA” according to the below banking coordinates. The remittance will be split into two (2) different transfers, the first, immediately, within 24 hours, upon signature of this contract, and the second, under eight (8) calendar days, as follows: 1st wire transfer : USD$1,000,000.00 (USD$ One Million ($)) 2nd wire transfer : USD$ 500,000.00 (USD$ Five Hundred Thousand ($)) NIF: 514166584 | Rua A. C. Barbosa 112D 1o S1 | 4100 009 Porto, Portugal Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice Court File No./N° du dossier du greffe : CV-23-00702238-0000
  • 14. BANKING COORDINATES Bank Name B.P.I. Bank Address Av. Visconde de Barreiros, 91 ---- 4470-151 MAIA Bank SWIFT Code BBPIPTPL Bank Account Name DIALOGO PROVEITOSO LDA IBAN € account (conta €) IBAN $ account PT50 0010 9999 5954 7960 6017 1 (conta $) E Mail E-MAIL a notification immediately upon each tranche/ transfer payment together with the transaction code/s to e-mail: ldc@venator.pro Signature The signatory/beneficiary is allowed in this C.I.S. to change at any time upon request to change the banking coordinates with delay. ADDITIONAL NOTE • It has been agreed between Party A and Party B, that if all the terms of this contract are to be observed by both parties involved, and that if the supply of the first financial instrument is carried out in a correct and consistent manner for both parties, Party B may provide to Party A, at its request, other financial instruments of the same type, of more or less significant value, revolving or not. PROCEDURE • “DKFT” agrees to submit a complete C.I.S. (K.Y.C.), and bank statement to “VI SA”. “DKFT” will participate to the bank fees costs for the issuing of SBLC for an amount of USD$85,000,000.00 (USD$ Eighty Five Million ($)). These costs are intended to involve “DKFT”, and are partial costs of participation in payments, of the Trade desk, costs of issuing the SBLC, registration fees on Euroclear, and partial costs of issuing the various Swifts messages. • “VI SA” shall submit the KYC and TEAR SHEET AND BANK STATEMENT ACCOUNT Performa to its trade partner. “VI SA” shall obtain an offer from the trade partner and present the offer to the legal representation of “VI SA” to assure the contract is within the standards of practice and is a “good contract” this process is expected to take 10 to 12 (Ten to Twelve) business days. • The Parties agree to review the offer and decide to move forward. Whereas, this information is sensitive, the redacted information will be supplied, although the actual copy less the trader info will be provided for review by the “Parties”. • “DKFT” agrees to and has already authorized the CEO/CFO/Director of “VI SA” to add this D.O.A./J.V. arrangement to the corporate resolutions of “VI SA”. These terms have already been agreed to per the MOU which will be sign as well as the KYC which included the POA and other financial documentation’s and agreements. This document is for proof of J.V. Agreement between the Parties. • This J.V. Agreement remains in effect as long as the agreed upon “Return” is received each month from the Trade Desk, by the Paymaster and the allocation is deposited in the Bank Account opened by “VI SA” (agreement period = 2 years), in order to purchase other instruments of the same type. “VI SA” agrees to engage a Paymaster for all payments to be accounted for and paid to “VI SA”. NIF: 514166584 | Rua A. C. Barbosa 112D 1o S1 | 4100 009 Porto, Portugal Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice Court File No./N° du dossier du greffe : CV-23-00702238-0000
  • 15. • The Paymaster shall disburse the Monthly Return as follows: Per our agreement within the MOU, and bank contracts “VI SA” is receiving. Historically the strength will determine the Loan to Value which becomes the trade value. Based upon the trade value we will provide 8,5% per month return of Face Value (Face Value = 1B). The trade groups usually reference a commitment of 100% or more of face value annually, and keep in mind that all contract arrangements have strengths and weaknesses. • Currently we are still yet to receive the contract, although at minimum we should be able to obtain face value of the instrument and disburse that value to “DKFT”, over the course of the year, or 10 (ten) months as will be specified in the trading contract. • It has already been agreed and understood per the signed MOU that the CASH participation must be under the control of “VI SA”. “DKFT” has fully authorized the CEO/Director of “VI SA” to use these funds to acquire the SBLC rights. • A separate contract will be signed with the provider in the name of “VI SA” and also between “VI SA” and the trade entity. “DKFT” is part of the deal as a fully entitled share holder. PAYMENT OF THE INSTRUMENT Once the financial instrument has been delivered, Party B will pay within 5 (five) working days the purchase of its financial instrument with a face value of 1B, at the agreed price of 48% + 2%, or USD$500,000,000.00 (USD$ Five Hundred Million ($)). The Client will recover the financial instrument with a face value of € 85,000,000.00 (Euros € Eighty Five Million (€)) within a period of 30 banking days, period required for the various legal registrations and the finalization of the instrument's declarations in the event of a partial resale of an existing instrument. In the absence of payment by the Client, the financial instrument will be immediately and automatically suspended and revoked. Note: The Upfront Fees paid by the Client for the issuance of the SBLC will be fully deducted from the total amount payable for the acquisition thereof. The Client will therefore pay: (48% + 2%) – USD$1,500,000.00 ($). This means that the balance of the price to be paid by the Client for its SBLC will be more or less (change commission) € 41,235,000.00 (Euros € Fourty-One Million Two Hundred Thirty- Five Thousand (€)). CONFIDENTIALITY “Confidential Information” as used in this Agreement means all information that is disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) at any time prior to the execution of this Agreement or during the term of this Agreement. Confidential Information may be disclosed orally, in writing, by samples, by inspections, or in a tangible medium. Such Confidential Information includes, but is not limited to, proprietary information, trade secrets, know-how, financial information, data, analyses, documentation, supplier identities and characteristics, and agreements. All such information shall be deemed confidential, proprietary and valuable trade secret information which is the exclusive property of the Disclosing Party. Confidential Information shall also include such confidential and proprietary information or material belonging to any of a Disclosing Party’s affiliates of or to which the other party may obtain knowledge or access through or as a result of the transaction. Confidential Information also includes any information described above which the Disclosing Party has obtained in confidence from a third party who treats it as proprietary or designates it as Confidential Information, whether or not owned or developed by the Disclosing Party; provided that no such Confidential Information shall be disclosed to a Receiving Party unless the Disclosing Party has a legal or contractual right to disclose the same. NIF: 514166584 | Rua A. C. Barbosa 112D 1o S1 | 4100 009 Porto, Portugal Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice Court File No./N° du dossier du greffe : CV-23-00702238-0000
  • 16. Unless expressly authorized in writing by Disclosing Party, Receiving Party agrees (i) to use the Confidential Information only in connection with evaluating a potential business relationship and/or in connection with a business arrangement, if any, entered into between the parties with respect to the transaction, (ii) to retain the Confidential Information in confidence, and to take all necessary precautions to protect such Confidential Information, including, without limitation, the segregation of the Confidential Information from the confidential materials of others and all other precautions Receiving Party employs with respect to its own confidential materials, (iii) not to divulge any Confidential Information or any information derived therefrom to any third person, and (iv) not to copy, reverse engineer, reverse compile, nor attempt to derive the composition or underlying information of any confidential information. Receiving Party further agrees that it will not disclose Confidential Information to anyone other than those employees, accountants, attorneys, or other agents (“Representatives”) with a need to know it and who have been informed of Receiving Party’s obligations under this Agreement. At a minimum, Receiving Party shall inform each Representative of the confidential and proprietary nature of the Confidential Information and shall direct each Representative (i) to treat the Confidential Information confidentially, (ii) not to use the Confidential Information other than for the purposes described above, (iii) to return or destroy any such information immediately upon request by either the Receiving Party or Disclosing Party, and (iv) not to disclose the Confidential Information to anyone without Disclosing Party’s prior written consent. Receiving Party shall be responsible for any violation of these provisions by any of its Representatives. TAXES The Parties understand and agree that “VI SA” and “DKFT” are independent of one another outside the guidelines of this Agreement, and there is not and shall not be an employer-employee relationship between the Parties. “VI SA” shall be responsible for paying all taxes due on the proceeds it receives, and “DKFT” shall be responsible for paying all taxes due on the proceeds it receives. TERM This Agreement is for a term of twenty-four months (2 years). EFFECTIVE DATE, VALIDITY AND SIGNATURE This Agreement shall be effective upon the signature of Parties authorized officials. It will and will remain on effect for a period of time in accordance with the terms of this Agreement. The period of validity of this proposal is one week. SIGNATURES AND DATES “VI SA” “DKFT” By : Title : Mr. Luc Georges de Clerck Chief Executive Order By : Title : Mr. St. de Koenigswarter Chief Executive Order Date : July 20, 2021 Date : July 20, 2021 NIF: 514166584 | Rua A. C. Barbosa 112D 1o S1 | 4100 009 Porto, Portugal Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice Court File No./N° du dossier du greffe : CV-23-00702238-0000
  • 17. Client’s Information Sheet NIF: 514166584 | Rua A. C. Barbosa 112D 1o S1 | 4100 009 Porto, Portugal Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice Court File No./N° du dossier du greffe : CV-23-00702238-0000
  • 18. Client Information Sheet In accordance with Articles 2 and 5 of the due diligence and federal banking commission circular of December 1999, concerning the prevention of money laundering, and Article 305 of the Swiss Criminal Code, the following information may be supplied to banks and to financial institutions for purposes of verification of identity and activities of the investing member, and the nature and origin of the funds which are to be utilized. If a Company or Partnership is to receive the distribution, also provide the personal information for the President or Principal Partner with signatory authority. Personal Information of Signatory Full Name Luc Georges de Clerck Street Address Rua Arq. Cassiano Barbosa, 112D, 1° ----4100-009 Porto Personal Cellular Number + 33 7 78 12 95 48 E Mail Address ldc@venator.pro Date Of Birth 25.04.1961 Place Of Birth Kortrijk Nationality Belgium Passport Number CD-1209 Issued By Bruxelles Issue Date 21.12.2016 Expiration Date 31.12.2021 Company Information Company Name Venator International SA Registered Office Domicile Rua Arq. Cassiano Barbosa, 112 D, 1°---- 4100-009 Porto Registration Number 514166584 Country/State Of Incorporation Portugal Years In Business AP.10/20161109 E Mail Address ldc@venator.pro Banking Coordinates Bank Name B. P. I . Bank Address Av. Visconde de Barreiros, 91 ---- 4470-151 MAIA Bank SWIFT Code BBPIPTPL Bank Account Name DIALOGO PROVEITOSO LDA IBAN € account (conta €) IBAN $ account PT50 0010 9999 5954 7960 6017 1 (conta $) E Mail E-MAIL a notification immediately upon each tranche/ transfer payment together with the transaction code/s to e-mail: ldc@venator.pro Signature The signatory/beneficiary is allowed in this C.I.S. to change at any time upon request to change the banking coordinates with delay. END OF DOCUMENT. NIF: 514166584 | Rua A. C. Barbosa 112D 1o S1 | 4100 009 Porto, Portugal Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice Court File No./N° du dossier du greffe : CV-23-00702238-0000
  • 19. Schedule “B” Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice Court File No./N° du dossier du greffe : CV-23-00702238-0000
  • 20. Electronically issued / DØlivrØ par voie ØlectroniquC eo :u 0 r5 t - FJiu lel-N 2o 0.2/ N 3 ° du dossier du greffe : CV-23-00702238-0000 Toronto Superior Court of Justice / Cour supØrieure de justice DEVELOPMENTANDREVENUE SHARING AGREEMENT This Development and Revenue Sharing Agreement is by and between 2705564 Ontario Inc. ("Ontario"), and The De Koenigswarter Family Trust ("DKT") and is effective as of April Ist, 2021 (the "Effective Date"). Ontario and DKT are each referred to as a "Party" and collectively as the "Parties." WHEREAS, DKT has introduced a private placement program, and Ontario has access to a number of potential investors/borrower with capital; and WHEREAS, the Parties to this Agreement desire to share any fees, revenues and profits received from private placement programs identified by DKT and funded through Ontario clients as set forth herein; NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties each hereby agree as follows: 1. Definitions. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise. "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise/ownership of more than 50% of the voting securities of a Person. "Business Day" means a day other than a Saturday, Sunday, or other day on which commercial banks in San Francisco are authorized or required by Law to be closed for business. "Confidential Information" has the meaning set forth in Section 8. "Disclosing Party" has the meaning set forth in Section 8. "Effective Date" has the meaning set forth in the preamble. "Force Majeure Event" has the meaning set forth in Section I Oj. "lndemnitee" has the meaning set forth in Section 6. "lndemnitor" has the meaning set forth in Section 6. Initials: MTZ Initials:
  • 21. Electronically issued / DØlivrØ par voie ØlectroniquC eo :u 0 r5 t - FJiu lel-N 2o 0.2/ N 3 ° du dossier du greffe : CV-23-00702238-0000 Toronto Superior Court of Justice / Cour supØrieure de justice "Initial Term" has the meaning set forth in Section 9. "Intellectual Property" means the intellectual property owned by a party to this Agreement as of the date of this Agreement or as provided in this Agreement, in the future, including without limiting the foregoing, investor and customer lists, and know how. "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction. "Loss" or "Losses" means all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers. "Parties" has the meaning set forth in the preamble. "Party" has the meaning set forth in the preamble. "Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity. "Projects"shall mean capital raising projects undertaken by DKT from referrals made by Ontario. "Receiving Party" has the meaning set forth in Section 8. "Renewal Term" has the meaning set forth in Section 9. "Representatives" means, with respect to a Party, that Party's and its Affiliates' employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensee's, subcontractors, and legal advisors. "Revenue" means the gross revenue received by the Party to whom funds related to any Private Placement Program initially sourced by Ontario and funded by DKT are paid. "Term" has the meaning set forth in Section 9. 2. Projects. The Parties agree to work together to raise capital from borrowers, leverage the capital in DKT's private placement program and pay borrowers the monies owed to them and share the remainder of the revenues. Ontario shall not be required to bring any capital to the group, and DKT shall not be required to raise any capital for any Projects. Upon Ontario identifying a client with capital or SBLC or other forms of banking instruments that it desires to bring to DKS, Ontario shall notify the DKS about such client. If the DKS agrees to undertake such a client, subject to this Agreement, then the Parties shall execute an updated Exhibit A which lists clients subject to this Agreement. The Parties also shall then execute a new Private Initials: MTZ Initials: 2
  • 22. Electronically issued / DØlivrØ par voie ØlectroniquC eo :u 0 r5 t - FJiu lel-N 2o 0.2/ N 3 ° du dossier du greffe : CV-23-00702238-0000 Toronto Superior Court of Justice / Cour supØrieure de justice Placement Program Addendum in the form attached hereto as Exhibit B, which Private Placement Program Addendum describes the specific additional terms of the Private Placement Program transaction. a. No Exclusivity. Nothing contained herein shall prevent any Party from engaging in any other activity whether it be competitive or not so long as such other activity is not competitive to the Project. The Parties acknowledge that they each have other business interests outside of this Agreement and no exclusivity is granted in this Agreement. Each Party is free to offer the same or similar services to other businesses, including entering into a similar arrangement as this Agreement, provided that the net effect of doing so does not act in competition to or contrary to the interests of the other Parties. b. Roles and Responsibilities. Each Party will use their best efforts to fulfill the roles and responsibilities allocated to them in Exhibit C. Jf the Parties identify new or desire to change existing roles or responsibilities, Exhibit C can be updated by the mutual written agreement of the Parties. c. Meetings. Each Party shall attend one meeting of the Parties per quarter, whether in person or by electronic means. The Parties shall meet more frequently as mutually agreed. d. Paymaster. The Parties shall jointly appoint in writing a paymaster for each Private Placement Program that will distribute funds to be used to back up any letters of credit. As of the Effective Date, the Parties appoint Gary Farb from Clark Farb Fiksel LLP as the paymaster. However DKS will work with Gary Farb so that DKS share of funds is paid by the plaform at the same date and time as Gary Farb is. If this cannot be done, Gary Farb will direct the platform paymaster to pay DKS directly for monies owed to DKS and for the remaining to come to the investors, partners and Ontario Company. A new paymaster may be appointed with the consent of the Parties. Subject to input from the other Parties, Ontario shall provide payment instructions to the paymaster. 3. Revenue Sharing. The Parties agree that DKS shall create any loan, subscription agreement, term sheet or financing documents for any the clients. Further, any loan or financing documents shall provide that Ontario investors/borrowers shall receive all payments from private placement program and shall keep such funds in a segregated bank account from its own funds. The Parties further agree that any fees for administering, legal or managing any loans or financing shall be paid by both parties. Upon the successful monthly payout from the private placement program, DKS shall ensure all pay outs goes to the paymaster and for the paymaster to payout any borrowers, investors. Any Revenue from such Private Placement Program after payment of administrative and other costs of any loan including any payments due to the financiers of any Private Placement Program loans shall be split as follows for the first five months: (a) Sixty percent 60% to DKT, (b) Forty percent (40%) to Ontario. After the fifth month and starting month six (6), all revenues are split 50/50 by both parties. Ontario shall keep separate records of any funds received in connection with any Private Placement Program such that any other Party may request to audit the books of it. Ontario may not be audited more than Initials: MTZ Initials: 9:fl<t;. 3
  • 23. Electronically issued / DØlivrØ par voie ØlectroniquC eo :u 0 r5 t - FJiu lel-N 2o 0.2/ N 3 ° du dossier du greffe : CV-23-00702238-0000 Toronto Superior Court of Justice / Cour supØrieure de justice once in a twelve-month period unless its books show a discrepancy of more than five percent during an audit, in which case it may be audited up to two times per twelve months for successive twelve-month periods. 4. Intellectual Property Ownership. All Intellectual Property included in or created as part of development of the Private Placement Program and this Agreement shall be owned by the Party which created such Intellectual Property. a. Any investor/borrower first identified by Ontario ("Ontario Customer") shall be owned by Ontario. During the term of this Agreement and for six months after, neither DKT will approach Ontario Customer for any financing or other Private Placement Program involving raising capital without the written consent of Ontario. Ontario will list on Exhibit A all customers and projects which it wishes to claim as an Ontario Customer which list will be updated from time to time by mutual consent. b. Any contacts first identified by DKT ("DKT Contact") shall be owned by DKT. During the term of this Agreement and for six months after, neither Ontario nor Ontario will approach a DKT Contact for financing or other Private Placement Program involving raising capital without the written consent of DKT. DKT will list on Exhibit A all Contacts which it wishes to claim as a DKT Contact which list will be updated from time to time by mutual consent. 5. Representations and Warranties. i. Mutual Representations and Warranties. Each Party represents, warrants and covenants to the other Party that: ii. it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; 111. it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses and authorizations it grants and is required to grant under this Agreement; iv. the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and v. when executed and delivered by both Parties, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms. b. DISCLAIMER OF WARRANTIES. THE PARTIES PROVIDE NO WARRANTY AND ALL INFORMATION, MATERIALS AND SERVICES PROVIDED BY A PARTY ARE PROVIDED "AS IS." EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR Initials: MTZ Initials: )A,_i::· 4
  • 24. Electronically issued / DØlivrØ par voie ØlectroniquC eo :u 0 r5 t - FJiu lel-N 2o 0.2/ N 3 ° du dossier du greffe : CV-23-00702238-0000 Toronto Superior Court of Justice / Cour supØrieure de justice PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. 6. Indemnification. a. Indemnification. Each Party (the "Indemnitor") shall indemnify, defend, and hold harmless the other Parties and their officers, directors, employees, agents, permitted successors and permitted assigns from and against any and all Losses incurred by the Indemnitee resulting from any Action by a third party related to this Agreement that results from the gross negligence, willful misconduct or fraudulent activity of the lndemnitor, its employees, directors or agents. b. Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to Section 6a. The Party seeking indemnification (the "lndemnitee") shall cooperate with the Indemnitor at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and investigation of such Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 6b. will not relieve the Indemnitor of its obligations under this Section 6b., except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. c. Sole Remedy. THIS SECTION 6 SETS FORTH INDEMNITEE'S SOLE REMEDIES AND INDEMNITOR'S SOLE LIABILITY AND OBLIGATIONS FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS ARISING OR RELATED TO THIS AGREEMENT. 7. Limitations of Liability. EXCEPT FOR ANY INDEMNIFICATION CLAIMS UNDER SECTION 6 ABOVE, IN NO EVENT WILL ANY PARTY, OR ANY OF ITS SERVICE PROVIDERS, OR OFFICERS OR DIRECTORS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) INCREASED COSTS, DIMINUTION INV ALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, (b) LOSS OF GOODWILL ORREPUTATIO , (c) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHA CED, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES Initials: MTZ Initials: 9/h,°K.,_ 5
  • 25. Electronically issued / DØlivrØ par voie ØlectroniquC eo :u 0 r5 t - FJiu lel-N 2o 0.2/ N 3 ° du dossier du greffe : CV-23-00702238-0000 Toronto Superior Court of Justice / Cour supØrieure de justice OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 8. Confidentiality. a. Confidential Information. In connection with this Agreement, each Party (the "Disclosing Party") may disclose or make available Confidential Information to the other Party (the "Receiving Party"). Subject to Section 8b., "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as "confidential." Without limiting the foregoing: (a) the Intellectual Property and Documentation are the Confidential Information of Company; and (b) the financial terms and existence of this Agreement are the Confidential Information of Company. b. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary record: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. c. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall for a period of five years following the termination of this Agreement: 1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; ii. except as may be permitted under the terms and conditions of Section 8d., not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 8; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 8; Initials: MTZ Initials: 6
  • 26. Electronically issued / DØlivrØ par voie ØlectroniquC eo :u 0 r5 t - FJiu lel-N 2o 0.2/ N 3 ° du dossier du greffe : CV-23-00702238-0000 Toronto Superior Court of Justice / Cour supØrieure de justice iii. safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; iv. promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and v. ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section 8. Notwithstanding any other provisions of this Agreement, the Receiving Party's obligations under this Section 8 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives. d. Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party will: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section Sc.; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 8d., the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party will disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose and, on the Disclosing Party's request, will use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment. 9. Term and Termination. a. Initial Term. The initial term of this Agreement commences as of the Effective Date and continues for a period of two years (the "Initial Term"). b. Renewal Term. Following the Initial Term, this Agreement will automatically renew for up to three additional successive two-year tenns (each a "Renewal Term" and, collectively, together with the Initial Term, the "Term") unless earlier terminated pursuant to any of the Agreement's express provisions or any Party gives the other Parties written notice of non- renewal at least sixty days prior to the expiration of the then-current Renewal Term. c. Termination. This Agreement may be terminated at any time: Initials: MTZ Initials:.W.. 7
  • 27. Electronically issued / DØlivrØ par voie ØlectroniquC eo :u 0 r5 t - FJiu lel-N 2o 0.2/ N 3 ° du dossier du greffe : CV-23-00702238-0000 Toronto Superior Court of Justice / Cour supØrieure de justice i. by any Party, effective on written notice to the other Parties, if any of the other Parties fails to pay when due any fe.es due under this Agreement, or materially breaches the terms of this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty days after the non-breaching Party provides the breaching Party with written notice of such breach; ii. by any Party, effective immediately, if any other Party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. 111. Both parties, on fifteen days prior written notice, if Ontario or DK.FT is required either by notice from a regulatory agency or upon the advice of its legal counsel that the activities contemplated herein (including without limitation, the sharing of revenues) are illegal or potentially violate the rules or regulation of any securities, broker dealer or other regulation which governs it. d. Effect of Termination or Expiration. 1. On the expiration or earlier termination of this Agreement, (A) all rights, licenses and authorizations granted will immediately cease and each Party agrees to cease using any and Confidential Information of another Party; (B) within thirty days, each Party will (i) deliver to Disclosing Party, or at Disclosing Party's written request, destroy and permanently erase the Disclosing Party's Confidential Information, including all documents, files, and tangible materials (and any partial and complete copies) containing, reflecting, incorporating, or based on any of the foregoing, whether or not modified or merged into other materials; and (ii) certify to Disclosing Party in a signed written instrument that it has complied with the requirements of this Section 10d.; and 11. all undisputed amounts payable by one Party to another of any kind under this Agreement are immediately payable and due no later than ten days after the effective date of the expiration of this Agreement or ten days after termination of this Agreement. iii. For a period of six months following expiration or termination of this Agreement, in the event that DKT or Ontario close a financing with a Project, then the amounts received in connection with such financing will be paid as if such closing took place prior to the termination of this Agreement. Initials: MTZ InitiaJs: 20.e-9( 8
  • 28. Electronically issued / DØlivrØ par voie ØlectroniquC eo :u 0 r5 t - FJiu lel-N 2o 0.2/ N 3 ° du dossier du greffe : CV-23-00702238-0000 Toronto Superior Court of Justice / Cour supØrieure de justice e. Surviving Terms. The provisions set forth in the following sections, and any other right, obligation or provision under this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 4, Section 6, Section 7, Section 8, Section 9 and Section 10. 10. Miscellaneous. a. Further Assurances. On a Party's reasonable request, the other Party shall, at the requesting Party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement. b. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership,joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. c. Notices. Any notice, request, consent, claim, demand, waiver, or other communication under this Agreement have legal effect only if in writing and addressed to a Party as follows (or to such other address or such other person that such addressee Party may designate from time to time in accordance with this Section l0d.). Notices sent in accordance with this Section 10d. will be deemed effectively given: (a) when delivered, if delivered by hand, with signed confirmation of delivery; (b) when delivered, if sent by a nationally recognized overnight courier, with delivery confirmation; (c) when sent, if by email, (in each case, with confirmation of transmission), if sent during the addressee's normal business hours, and on the next Business Day, if sent after the addressee's normal business hours; and (d) on the three days after the date mailed by certified return receipt requested, postage prepaid. d. Interpretation. For purposes of this Agreement: (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive,·(c) the words "herein' " "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; (e) words denoting any gender include all genders; and (f) a reference to dollars or $1 is a reference to United States Dollars (USO) unless otherwise expressly indicated. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Initials: MTZ Initials: 5'Jk_9( 9
  • 29. Electronically issued / DØlivrØ par voie ØlectroniquC eo :u 0 r5 t - FJiu lel-N 2o 0.2/ N 3 ° du dossier du greffe : CV-23-00702238-0000 Toronto Superior Court of Justice / Cour supØrieure de justice e. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. f. Entire Agreement. This Agreement together with the Exhibits hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Upon the effectiveness of this Agreement, the License Agreements shall be deemed amended and restated in their entirety by this Agreement, and shall be of no further force or effect. g. Assignment. No Party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the other Parties' prior written consent, which consent shall not unreasonably be delayed or withheld. No assignment, delegation, or transfer will relieve a Party of any of its obligations or performance under this Agreement. This Agreement is binding on and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. h. Force Majeure. i. No Breach or Default. In no event will a Party be liable or responsible to another Party or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond the Party's reasonable control (a "Force Majeure Event"), including acts of God, pandemic, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the Effective Date, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Any Party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of 30 days or more. ii. Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, a Party will give prompt written notice to the other Parties stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event. i. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Initials: MTZ Initials:
  • 30. Electronically issued / DØlivrØ par voie ØlectroniquC eo :u 0 r5 t - FJiu lel-N 2o 0.2/ N 3 ° du dossier du greffe : CV-23-00702238-0000 Toronto Superior Court of Justice / Cour supØrieure de justice j. Amendment and Modification; Waiver. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof is effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. k. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. On such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. l. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of Ontario Canada without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of Ontario Canada. m. Waiver of Jury Trial. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. n. Eguitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by the other Party of any of its obligations under Section 8 of this Agreement would cause Disclosing Party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Disclosing Party will be entitled to equitable relief, including in a restraining order, an injunction, specific performance, and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. o. Attorneys' Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by a Party against another Party arising out of or related to this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing Party. p. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic Initials: MTZ Initials: 11
  • 31. Electronically issued / DØlivrØ par voie ØlectroniquC eo :u 0 r5 t - FJiu lel-N 2o 0.2/ N 3 ° du dossier du greffe : CV-23-00702238-0000 Toronto Superior Court of Justice / Cour supØrieure de justice transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. q. Arbitration. 1. In consideration of the promises in this Agreement, the Parties agree that any and all controversies, claims, or disputes arising out of, relating to, or resulting from this Agreement, shall be subject to binding arbitration under the arbitration rules (the "rules") of, and pursuant to the state law of, Ontario Canada, including the Ontario Canada code of civil procedure. The Federal Arbitration Act shall continue to apply with full force and effect notwithstanding the application of procedural rules set forth in the Ontario Canada code of civil procedure. Disputes which the Parties agree to arbitrate, and thereby agree to waive any right to a trial by jury, include any statutory claims under state or federal law. 11. The Parties agree that any arbitration will be administered by JAMS ("JAMS") and that the neutral arbitrator will be selected in a manner consistent with its national rules for the resolution of contract disputes. The Parties agree that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. The Parties also agree that the arbitrator shall have the power to award any remedies, including attorneys' fees and costs, available under applicable law. The Parties understand that they shall share equally any administrative or hearing fees charged by the arbitrator or JAMS. The Parties agree that the arbitrator shall administer and conduct any arbitration in a manner consistent with the rules and that to the extent that the JAMS' national rules for the resolution of contract disputes conflict with the rules, the rules shall take precedence. The Parties agree that the decision of the arbitrator shall be in writing as a reasoned award. m. Except as provided by the JAMS rules and this agreement, arbitration shall be the sole, exclusive and final remedy for any dispute between the Parties. Accordingly, except as provided for by the rules and this agreement, neither Party will be permitted to pursue court action regarding claims that are subject to arbitration. [signature page follows] Initials: MTZ Initials:_:&. 12
  • 32. Electronically issued / DØlivrØ par voie ØlectroniquC eo :u 0 r5 t - FJiu lel-N 2o 0.2/ N 3 ° du dossier du greffe : CV-23-00702238-0000 Toronto Superior Court of Justice / Cour supØrieure de justice IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. 2705564 Ontario lnc. By ,L ,£_--4rl-i15-'nb' ---- ==-- Name: Mo Title: CEO Date: April 1, 2021 The De Koenigswarter Family Trust By '-r.J>t • N arter Tit e: , e ealth Factory Date: April 1, 2021 Initials: MTZ Initials: _ 13
  • 33. Electronically issued / DØlivrØ par voie ØlectroniquC eo :u 0 r5 t - FJiu lel-N 2o 0.2/ N 3 ° du dossier du greffe : CV-23-00702238-0000 Toronto Superior Court of Justice / Cour supØrieure de justice EXHIBIT A PRIVATE PLACEMENT PROGRAMLIST NAME OF ENTITY DATE OF INTRODUCTION PRIVATE PLACEMENT PROGRAMDESCRIPTION Klaus Edgar Friday, February S, 2021 at 11:05 AM Client to put up $2 million USD and to get a $10 million loan Forruner Tuesday, March 23, 2021 at 9:08AM Client to put up $4 million USD and to 2:et a $17.5 million loan Jerry and Rick April 1, 2021 Client to put up $50 million SBLC and to get a $12 million/month in a non- recourse loan Jeff Robinson Sunday, February 28, 2021 at 2:53 PM A series of clients Pavlo Zaderej Tuesday, March 2, 2021 at 10:53 PM $245 million SBLC in a JV. Ronak April 1, 2021 $200k client will put in $10 million (minimum) and will go into a JV DKT INVESTORS NAME OF INVESTOR DATE OF INTRODUCTION PRIVATE PLACEMENT PROGRAM DESCRIPTION $500 B Instrument with ISIN & CUSIP Investor March 29th 2021 Introduced to Rob Initials: MTZ Initials: (}J19::_ 14
  • 34. Electronically issued / DØlivrØ par voie ØlectroniquC eo :u 0 r5 t - FJiu lel-N 2o 0.2/ N 3 ° du dossier du greffe : CV-23-00702238-0000 Toronto Superior Court of Justice / Cour supØrieure de justice EXHIBITB PRIVATEPLACEMENTPROGRAMADDENDUM [ANY EXCEPTIONS TO THE TERMS OF THE MAIN AGREEMENT SHOULD BE LISTED HERE FOR EACH PROJECT] The above Private Placement Program is accepted as a Private Placement Program under the Development and Revenue Sharing Agreement dated April 1, 2021between the parties thereto. Dated: The De Koenigswarter Family Trust Initials: MTZ Initials: _ 15 April 9,2021
  • 35. , et al. v. STEVEN DE KOENIGSWARTER et. al. Plaintiffs Defendants Court File No.: ONTARIO SUPERIOR COURT OF JUSTICE Proceeding commenced at TORONTO STATEMENT OF CLAIM KARP LITIGATION PROFESSIONAL CORPORATION 1186 Eglinton Avenue West Toronto, Ontario M6C 2E3 Eli Karp (LSO #54317P) Tel: (416) 769-4107 Fax: (416) 352-7638 ek@karplitigation.ca Ian Literovich (LSO #75121J) Tel: (416) 769-4107 ext. 2 Fax: (416) 352-7638 Email: il@karplitigation.ca Lawyers for the Plaintiffs Electronically issued / Délivré par voie électronique : 05-Jul-2023 Toronto Superior Court of Justice / Cour supérieure de justice Court File No./N° du dossier du greffe : CV-23-00702238-0000