Exhibit
10.2


 





 


Receivable
Assignment Agreement between Xantis S.A on behalf of Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation
Fund) and Argentum 47, Inc.


 


This
agreement is made on December 18, 2019 (the “Agreement”) by and between:


 


	1.	KEYHOLDER
    THREE SECURITISATION FUND (to be renamed Aegeus Securitisation Fund) (hereinafter referred to as “Keyholder”
    or the “Fund”), a Securitisation fund established in Luxembourg under the Laws of 22 March 2004 on Securitisation,
    represented by XANTIS S.A. acting as its management company, with registered office at 75 Parc d’Activités, L-8308
    Capellen, Grand-Duchy of Luxembourg, registered number B140689 (hereinafter referred to as “XANTIS” or
    the “Assignee”), and
	 	 
	2.	ARGENTUM
    47, INC. a corporate entity registered under the laws of the State of Nevada, United States of America, whose current
    principal place of business is 34 St. Augustine’s Gate, Hedon, HU12 8EX, Hull, United Kingdom (hereinafter referred
    to as “Argentum” or the “Assignor”)
	 	 


Collectively
referred to as the “Parties”


 


WHEREAS:


 


	 	A.	Argentum
    47, Inc. is a corporate entity registered under the laws of the State of Nevada, United States of America, whose current principal
    place of business is 34 St. Augustine’s Gate, Hedon, HU12 8EX, Hull, United Kingdom (hereinafter referred to as “Argentum”);
    and
	 	 	 
	 	B.	Argentum
    intends to provide Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation Fund) security for one or more
    loans for by way of the assigning Argentum 47 Inc. and its subsidiaries future receivables from its IFA and/or DFM owned and/or
    to be owned (hereinafter referred to as the “Securitisation Transaction”); and
	 	 	 
	 	C.	A
    Fund has been created for the purpose of the Securitisation Transaction by Xantis S.A.


 


NOW
THEREFORE, in consideration of the covenants hereinafter contained, the Parties have agreed the following conditions within
the framework above.


 


Definitions:


 


	In
    this Agreement:	 
	 	 
	“Consideration”	means
    the total value as ascribed to under Clause 5.
	 	 
	“GBP”	means
    British Pound Sterling, the official currency of the United Kingdom.
	 	 
	“Receivables”	means
    all or part of Argentum 47Inc and its subsidiaries future receivables in connection with its financial activities as forecasted
    and computed under Appendix I and valued under Appendix II.
	 	 
	“Securitisation
    Transaction”	means
    the assignment of Receivables as described under Item B of the preamble of the Agreement.
	 	 
	“Units”
    	means
    the units issued by the Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation Fund).


 






    	 	 	 



    	 	 	 



    

 


Assignment
of the Receivables


 


	1.	Subject
    to the terms and conditions of this Agreement, the Assignor transfers to the Assignee, and the Assignee hereby agrees to receive
    from the Assignor the Receivables, together with all of the rights, title, interest and accessories attached to the Receivables
    referred to under item B of the Preamble representing the type of fees (e.g. management fees, trailer fees, commissions etc.)
    due to it for the period from June 2020 to May 2025 as attached to Appendix I.
	 	 
	2.	Receivables
    as referred to under clause 1 above are assigned to the Fund as represented by Xantis S.A. in accordance with Article 55,
    56 and 58 of the Luxembourg law of 22 March 2004 on Securitisation and in accordance with the provisions of Article 1689 et
    seq. of the Luxembourg Civil Code.
	 	 
	3.	The
    assignment of the Receivables from the Assignor to the Assignee shall be effective as of the date of this Agreement. The assignment
    of the Receivables is intended to secure and serve as collateral for that certain Loan Agreement of even date between the
    parties hereto. Any and all Receivables in excess of the principal amount of funds advanced to Argentum 47, Inc. under the
    Loan Agreement and accrued, but unpaid interest thereon, shall be the sole property of Argentum 47, Inc., assuming the loans
    evidenced by the Loan Agreement have been paid in full.


 


Financial
conditions related to the assignment of Receivables


 


	4.	Argentum
    47 Inc and its subsidiaries irrevocably hereby assign part of total net future income related to the Receivables during the
    next 60 months based on the computation attached to the Agreement to the Fund as detailed under Appendix I and Appendix II.
    Net Income is the income after all commissions have been paid to the sales staff and introducers.
	 	 
	5.	The
    total consideration is valued at GBP 760,862 (Seven Hundred and Sixty Thousand, Eight Hundred and Sixty-Two British Pounds)
    net of the discount rate of 7% per annum. The gross receivables amount to GBP 903,959 (Nine Hundred and Three Thousand, Nine
    Hundred and Fifty-Nine British Pounds).
	 	 
	6.	The
    Assignor and the Assignee agree that the computation as referred under clause 5 represents a fair value as Consideration.


 


Valuation
Procedure of the Receivables


 


	7.	Argentum
    is obliged to appoint Cornhill Management S.A. as calculation agent to produce the revaluation of the Receivables based on
    information supplied to it by Argentum 47, Inc. on a quarterly basis each year (i.e. April 15th, July 15th,
    October 15th and January 15th).
	 	 
	8.	The
    first time that a computation will be prepared will be on July 15, 2020.


 


Termination
of the Agreement


 


	9.	This
    Agreement is for a period of Five (5) years and will end when the final payment of the Receivables has been made and may not
    be terminated by either Party beforehand.
	 	 


 






    	 	 	 



    	 	 	 



    

 


Notices
to the Parties


 


	10.	Any
    notice, request, direction or acknowledgement required or permitted to be given hereunder shall be in writing and shall be
    properly given by personal delivery or by sending same by any form of telecommunication device to the party for whom it is
    intended to the respective address set forth below or to such other address as either party may from time to time specify
    by notice given in accordance herewith. Except as expressly otherwise provided in this Agreement, any notice, if delivered
    as aforesaid, shall be effective on the date of delivery; and, if sent in the form of a telecommunication device, shall be
    effective on the business day following the day on which it was sent. Until changed, the addresses for notice of the parties
    shall be:




 


If
to Argentum 47, Inc.:


 


Attention:
Mr. Enzo Taddei and/or Mr. Peter Smith


 


34
St. Augustine’s Gate,


Hedon,


HU12
8EX, Hull,


United
Kingdom.


 


If
to Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation Fund):


 


Attention:
The Board of Directors of Xantis S.A.


 


75
Parc d’Activités,


L-8308
Capellen,


Grand-Duchy
of Luxembourg.


 


Confidentiality


 


	11.	The
    Parties agree that this receivables assignment agreement will be filed by Argentum 47, Inc. with the SEC on a Form 8-K Current
    Report; hence, the agreement will be put into the public domain.


 


Severability


 


	12.	The
    illegality, invalidity and unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity
    or enforceability in that jurisdiction of any other provision of this Agreement, or; the validity or enforceability in other
    jurisdictions of that or any other provision of this Agreement.


 


Representations,
Warranties and Covenants of the Parties


 


	13.	The
    Parties each represent and warrant that the terms of the Agreement do not violate any obligation by which such party is bound,
    whether arising by contract, operation of law or otherwise, and that the Agreement has been duly authorised by appropriate
    action and when executed and delivered will be binding on such party in accordance with its terms.
	 	 
	14.	The
    Parties each represent and warrant to the other party that as of the effective date of this Agreement, each shall have obtained
    all regulatory and other authorisation required to perform its obligations hereunder and covenants to maintain all such authorizations
    for the duration of this Agreement and shall proceed with required administrative or mandatory formalities under the governing
    legislation of the Receivables.


 


Amendments
to the Agreement


 


	15.	This
    Agreement may only be amended in writing by the prior consent of both Parties.


 


Governing
Law and Jurisdiction of the Agreement


 


	16.	This
    Agreement, for all purposes, shall be governed, construed and enforced in accordance with the Laws of Luxembourg.
	 	 
	17.	The
    Parties to the Agreement agree to submit any dispute arising under the Agreement to the exclusive jurisdiction of a competent
    court in the jurisdiction of the Court of Luxembourg.


 






    	 	 	 



    	 	 	 



    

 


		Counterparts	



 


	18.	This
    Agreement may be executed in two counterparts each of which shall be deemed to be an original such counterparts shall together
    constitute one Agreement.


 


Financial
Information


 


	19.	Argentum
    agrees to provide Xantis S.A. with all required financial information within 10 calendar days in relation with either Argentum
    and/or the Receivables upon first request of Xantis S.A.


 


Effect
and Entire Agreement


 


	20.	This
    Agreement with the Appendix I & II constitute the entire agreement between the Parties in connection with these activities
    and supersedes all previous representations, agreements and understandings, whether oral or written and with effect from December
    18, 2019.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year written above.


 


Xantis
S.A., for and on behalf of Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation Fund)


 


	By:
    	/s/
    Eva Fridich	 	By:
    	/s/
    Janice Allgrove
	Miss
    Eva Fridich - Director	 	Miss
    Janice Allgrove - Director


 


For
acknowledgement





Argentum
47, Inc. and Subsidiaries


 





	By:
    	/s/
    Enzo Taddei	 	By:
    	/s/
    Peter Smith
	Enzo
    Taddei - Director	 	Peter
    Smith - Director







 










    	 	 	 



    	 



    

 








 




    	 	 	 



    	 



    

 


Appendix
II


 


Value
of Assigned Receivables


 







 






 








 


December
18, 2019


 


Dear
Sirs,


 


Ref.:
Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation Fund).


 


We
are writing to confirm that the Board of Directors of Argentum 47, Inc. has approved the securitization of part of the Company’s
future income receivable as per the list on Appendix I.


 


The
total value of receivables being securitized is 903,959 GBP over a five years period commencing on June 18, 2020, subject to confirmation
of the related agreement by the Board of Directors of Xantis S.A. and ending Five (5) years of the commencement date.


 


We
confirm that these receivables are reliable to the best of our knowledge.


 











	Argentum
    47, Inc.	 
			 
	By:
    	/s/
    Enzo Taddei	 
	Mr.
    Enzo Taddei - Director	 
	 	 	 
	By:
    	/s/
    Peter Smith	 
	Mr.
    Peter Smith - Director