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( SELLER’S LETTERHEAD )

PURCHASE CONTRACT AGREEMENT


DATE:
REF:
BUYER CODE :
SELLER CODE :
TRANSACTION CODE:

SELLER CONTACT DETAILS


The Seller :
Address :

Company Reg. No :
Represented by :
Nationality :
Passport No :
Telephone No :
Provider’s Email Address :

Dear Mr,
I, [XXXXXXXXX], holder of Passport No: [XXXXXXX], authorized signatory for [BUYER
COMPANY NAME], (hereinafter “The Buyer”) hereby confirm with full corporate and
legal responsibility, under penalty of perjury of law that we are ready, willing and able
authorized by Company Signature to purchase the following bank instruments, under the
conditions described below with good, clean clear unencumbered EURO/USD of non-
criminal origin.

DESCRIPTION OF INSTRUMENT:
Instrument: Bank Guarantee (BG) – Exhibit “A”
Age: Fresh Cut
Interest Rate: Zero Percent (0%)
Term: One (1) Year and One (1) Day
Issuing Banks: HSBC Bank London, Barclays Bank London or AA Rated
Bank in Western Europe or USA (Buyer’s request here)
Currency: EURO
Contract Amount: 50 Million (Buyer to revise the committed amount)
Emission Rate: 45% (or better) + 2% (two percent) of BG Face Value
Commission: One (1) Percent of Face Value for Seller’s Side - Exhibit “D”
One (1) Percent of Face Value for Buyer’s Side - Exhibit “D”
First Tranche: Euro 50 Million (or revised per Buyer)
Subsequent Tranches: (To be defined by Buyer at time of application)
Denomination:
Mode of Payment: Direct Wire Transfer
Delivery: Swift MT760 only, followed by Hard Copy to be delivered via
Bank Courier within seven (7) banking days
TRANSACTION PROCEDURE:
SELLER PROCEDURES

1.Buyer shall send Letter Of Intent (LOI) to the Seller. The LOI should contain copies of Buyer’s
passport, Company’s resolution and Client’s Information Sheet (CIS), Company Registration
and IMFPA.

2.Seller shall countersign this LOI and return to Buyer with Seller’s Company registration and
signatory’s passport, and this LOI automatically becomes a full commercial non-recourse
contract. Both parties shall lodge the executed contract to their respective banks.

3.Within 3 working days after Buyer receives Seller's signed and sealed Corporate Refund
Recourse Undertaking, Buyer shall make payment by wire transfer into the Seller's bank
account for the bank transmission charges for the BG/SBLC MT760 swift transmission to
Buyer 's bank account.

4.Within Three (3) banking days after confirmation of receipt of payment of the bank
transmission charges for the BG/SBLC MT760 swift in Sellers bank account, the Seller
shall deliver the BG/SBLC via bank confirmation of swift BG/SBLC MT760 to the Buyer's
bankers including the hard copy of the BG/SBLC via bank bonded courier in Seven (7)
banking days.

5.Buyer pays seller the purchasing fee and the brokers their commission fees not later than
seven (7) banking days after the BG/SBLC hard copy is received and confirmed at Buyer's
bank. Should Buyer default to pay the purchasing fees to the Seller and the Brokers
commission fees as agreed after seven (7)banking days of confirmation of BG/SBLC MT760
in Buyer's bank account, Seller shall instruct the issuing bank to put a claim on the BG/SBLC
thereby forcing the Buyer's bankers to return the BG/SBLC MT760 to the issuing Bank.

Buyer’s Obligations:
The Buyer, with full corporate and legal responsibilities, and under penalty of perjury, confirms
that he is fully aware of his financial ability and facilities with his bank when signing this LOI
and/or other agreements and documents with the Seller.

The Buyer further confirms that the Seller is authorized to verify the funds of each tranche of the
Contract with his bank, if necessary. In the event of unsatisfactory verification, the transaction
will be suspended immediately and the Buyer is in breach of the Contract and liable for legal
consequences.

Seller’s Obligations:
The Seller, with full corporate and legal responsibilities, and under penalty of perjury, confirms
that he is fully aware of the commitment of the Instruments when countersigning this LOI.

The Seller further confirms to deliver the instruments, to negotiate and make proper arrangement
with the provider to continuously supply the instruments until the whole contracted volume is
exhausted.

There will be no contact by either party to either bank without expressed written permission. Both
parties may change banking coordinates with written notice to the other party.
Buyer’s Banking Coordinates:

Name of Bank :
Bank Address :
SWIFT Code :
Account Name :
Account Number :
Bank Officer/Title :
Bank Telephone No. :
Bank Fax Number :

Seller’s Bank:

Bank Name :
Bank Address :
Account Name :
Account Number :
Bank Officer :
SWIFT Code :
Phone / Fax :

Seller’s side Total Fees: one Percent (1%) of 100% of each and every FV tranche of the transaction

PAYMASTER NAME Will be provided prior to contract execution


PAYMASTER ADDRESS
BANK NAME
BANK ADDRESS
BANK OFFICER
BANK TELEPHONE
BANK FAX
SWIFT CODE
IBAN
SORT CODE
ACCOUNT NAME
ACCOUNT NUMBER
FOR BENEFIT OF THE Box Closed – Consultants info due prior to contract
FOLLOWING CONSULTANTS execution
Buyer’s side Total Fees: one Percent (1%) of 100% of each and every FV tranche of the transaction

PAYMASTER NAME
PAYMASTER ADDRESS
BANK NAME
BANK ADDRESS
BANK OFFICER
BANK TELEPHONE
BANK FAX
SWIFT CODE
IBAN
SORT CODE
ACCOUNT NAME
ACCOUNT NUMBER
FOR BENEFIT OF THE This box is completely open
FOLLOWING CONSULTANTS

CLAUSES:
1.There will be no contact by either party to either bank without expressed written permission.
Both parties may change banking coordinates with written notice to the other party.

2.This is a private transaction and as such shall not be interpreted as a securities transaction as
interpreted or described in the united states securities act of 1934 as amended or by the laws
of any other country.

3.Non-Circumvention/Non-Disclosure rules from the International Chamber of Commerce


(ICC), Paris, France, and all amendments, are hereby incorporated by reference and shall
apply to all parties to this transaction. Force majeure: the force majeure exception clause of
the International Chamber of Commerce (ICC Publication #421) is hereby incorporated in
and made an integral part of this contract.

4.Seller warrants that the instruments are available under the terms and conditions of this
document. Facsimile copies of this document shall be considered legally binding as though
they were originals and copies signed at various times and locales will be considered as one
document, legally binding. Information contained herein, including banking coordinates shall
be kept strictly confidential and is not to be reproduced or used in any manner whatsoever
other than in connection with the execution of this transaction.

5.Non solicitation agreement: I am hereby agreeing that all information received from you,
your associates, organization, corporation, bank, collateral provider is a direct response to my
request and is not in any way considered or intended to be a solicitation of
funds/transactions/ purchase of MTNs/BGs of any sort, or any type of offering and is
intended for my general knowledge only. I hereby affirm under penalty that I have requested
this information from you and your organization of my own choice and free will and further
that you have not solicited me in any way.

6.In the event of a dispute concerning any aspect of the transaction, including breach of contract
or claim of breach thereof, the parties agree to have the matter arbitrated under the
International Chamber of Commerce (ICC) rules of conciliation and arbitration.

7.Both parties confirm that each is fully empowered, legally qualified, and duly authorized to
execute and deliver this document, and to be bound by its terms and conditions. Facsimile
copies and signatures will be considered to be as legally binding as originals.

8.We hereby declare that neither you or any other group or individual on behalf of you has
solicited us further that all documents received will not be deemed or construed to be a
solicitation of funds in connection with the Private Placement Transaction. We also confirm
that there has not been any offer to buy or sell securities.

9.We hereby confirm that the herein specified Procedures, Terms and Conditions are fully
acceptable to us. We further confirm that we are ready to proceed immediately and will lodge
the contract to our bank once we received it duly countersigned by you.

Accepted and Agreed by the Buyer


For and On Behalf of:

____________________________
Name:
Title:
Passport №:
Place of Issue:
Date of Expiry:

Accepted and Agreed by the Seller


For and on Behalf of:

Name:
Passport No:
Date of Expiry:
Place of Issue:
NON-SOLICITATION STATEMENT

DATE: xxxxxxx , 2013

To:

I, [xxxxxxx] AS AUTHORIZED SIGNATORY, DO HEREBY CONFIRM THAT I HAVE


REQUESTED OF YOU AND YOUR ORGANIZATION, SPECIFIC CONFIDENTIAL
INFORMATION AND DOCUMENTATION ON BEHALF OF MYSELF REGARDING
CURRENTLY AVAILABLE FUNDS EXCHANGE AGAINST BANK GUARANTEE, TO
SERVE ONLY MY INTEREST, EDUCATION AND NOT FOR FURTHER DISTRIBUTION.

I, AM HEREBY AGREEING THAT ALL INFORMATION RECEIVED FROM YOU IS IN


DIRECT RESPONSE TO MY REQUEST AND IS NOT IN ANY WAY CONSIDERED, OR
INTENDED TO BE A SOLICITATION OF FUNDS OF ANY SORT OR TYPE OF
OFFERING, AND FOR MY GENERAL KNOWLEDGE ONLY. I HEREBY AFFIRM UNDER
PENALTY OF PERJURY, THAT I HAVE REQUESTED THIS INFORMATION FROM YOU
AND YOUR ORGANIZATION OF MY CHOICE ON MY FREE WILL AND FURTHER,
THAT YOU HAVE NOT SOLICITED ME IN ANY WAY.

I HEREIN REPRESENT THAT I AM NOT AN INFORMANT, NOR AM I ASSOCIATED


WITH ANY GOVERNMENT AGENCY SUCH AS SECRET SERVICE, IRS, FBI, CIA, SEC,
BANKING COMMISSION, OR ANY AGENCY WHOSE PURPOSE IS TO GATHER
INFORMATION REGARDING SUCH OFFERING.
I UNDERSTAND THAT THE CONTEMPLATED TRANSACTION IS STRICTLY
EXCHANGING FUNDS AGAINST BANK GUARANTEE AND IS NO WAY RELYING
UPON, OR RELATING TO THE UNITED STATES SECURITY ACT OF 1933, AS AMENDED
OR RELATED REGULATIONS, AND DOES NOT INVOLVE THE SALE OF SECURITIES.
FURTHER, I HEREBY DECLARE THAT YOU, THE PROVIDER, HAVE DISCLOSED THAT
YOU ARE NOT A LICENSED SECURITY TRADER, ATTORNEY, BANK OFFICER,
CERTIFIED PUBLIC ACCOUNTANT OR FINANCIAL PLANNER.
ANY INFORMATION, WORK OR SERVICE CONDUCTED HEREUNDER IS THAT OF A
PRIVATE INDIVIDUAL AND THAT THIS IS A TRANSACTION THAT IS EXEMPT FROM
SECURITIES ACT AND NOT INTENDED FOR THE GENERAL PUBLIC, BUT “JUST FOR
MY PRIVATE USE ONLY”

For and on behalf of:

_________________________
Name:
Title:
Passport:

CLIENT DATA & REQUEST FORM

Date: xxxxxxxxx, 2013


Client Signatory :
Country of Residence :
Passport Number :
Issue/Expiry Dates :
City/State/Zip/Country :
Business Name :
Registered Office :
Tel/Fax :
Email :
Position :

BANKING INFORMATION:
Bank Name :
Bank Address :
Account Name :
Account No. :
Bank officer :
Tel No. :
Fax No. :
SWIFT Code :
Beneficial Ownership of the Capital: Owned by the company
Is the Capital Owned Free & Clear ? : Yes

We affirm under penalty of perjury that all information provided is true and that all beneficial
owners of the entry capital have been disclosed.

For and on behalf of:

_________________________
Name:
Title:
Passport:

EXHIBIT “A”

BANK GUARANTEE VERBIAGE (URDG 458)


(Via MT760)
(Specimen copy – Final verbiage as per issuing bank standard ICC format)

Name of Advising Bank :


Bank SWIFT Code :
Attention Bank Officer :
Name of Issuing Bank :
Issuing Bank address :
Bank SWIFT Code :
Bank Officer :
Bank Guarantee Number :
Beneficiary :
Address :
Currency : EURO
Amount : EURO
Issuing Date :
Maturity Date :

We, [ISSUUNG BANK/ADDRESS], with full banking responsibility herewith issue


irrevocably and unconditionally without protest or notification promise to pay against this
Bank Guarantee No:-…………… in favor of ………………… on maturity date the sum of
EURO in the lawful currency of the EURO CURRENCY upon presentation to us of the
original of this Bank Guarantee at our counters on maturity date, but not later than fifteen
days after the maturity date.

Such payment shall be made without set-off and clear of any deductions, charges, fees or
withholdings of any nature, now or hereinafter imposed, levied, collected, withheld or
assessed by the Government of the Issuing Bank or any political subdivision or authority
thereof or therein.

This Bank Guarantee is transferable and assignable without presentation to us or payment


of any transfer or assignable fee.

This Bank Guarantee is subject to the Uniform Rules for Demand Guarantee under ICC
Publication No: 500.

______________________ ____________________________
BANK OFFICER BANK OFFICER

NOTE: THE TEXT OF THE BG MAY VARY FROM BANK TO BANK BUT NOT IN ITS
SUBSTANCE. IF SENT BY SWIFT, THIS INSTRUMENT WILL NOT BEAR BANK OFFICER
SIGNATURES.

EXHIBIT B1

SWIFT MT 199/799 FREE FORMAT MESSAGE

(From Party B’s Issuing Bank To Party A’s Funding Bank)

--------------------------------------Instance Type and Transmission -------------------------------------

Sender : ISSUING’S BANK


HER CLIENT:
Receiver : FUNDING’S BANK
HER CLIENT:
………………………………………………………………………………………………

PARTY A’S BANKING DETAILS:


BANK NAME:
ADDRESS:
ACCOUNT NUMBER:
ACCOUNT HOLDER:
SWIFT CODE:
BANK OFFICER:
TEL. NUMBER:

------------------------------------------------ Message Text ------------------------------------------------

AS PER MAKING A PRIVATE FUNDING AGREEMENT BETWEEN YOUR BANK’S


CLIENT, ______________ LIMITED AND _________________ LTD, WE REQUEST YOU
TO CONFIRM AND REPLY OUR BANK VIA MT 199/799 THAT___________________
LIMITED ARE READY, WILLING AND ABLE TO RECEIVE THE BANK
GUARANTEE IN EURO TO BE ISSUED BY DEUTSCHE BANK, SWITZERLAND.

FOR AND ON BEHALF OF:

__________________BANK

SIGNED BY SIGNED BY:

____________________________________

TITLE:

EXHIBIT 2

FUNDS CONFIRMATION LETTER VIA MT 799

(From Party A’s Funding Bank To Party A’s Issuing Bank)

REF NO.: TRANSACTION CODE:

DATE:

TO:

ATTENTION:

DEAR SIRS,

AT THE REQUEST OF OUR CLIENT, MESSRS________________ LIMITED, WE, (Name of


Receiving Bank) ,LOCATED AT [BANK ADDRESS], HEREBY CONFIRM THAT
______________ IS READY, WILLING AND ABLE TO RECEIVE THE BANK
GUARANTEE IN EURO TO BE ISSUED BY DEUTSCHE BANK, SWITZERLAND IN
TRANCHES.

FOR AND ON BEHALF OF


__________________BANK

SIGNED BY SIGNED BY

TITLE

Appendex C

IRREVOCABLE CONDITIONAL BANK PAYMENT ORDER via MT-799

TO:

BANK NAME :
BANK OFFICER :
PHONE NUMBER :
FAX NUMBER :
EMAIL :
S.W.I.F.T. CODE :
ACCOUNT NUMBER :
ACCOUNT HOLDER :

FROM:
BANK
BANK OFFICER :
PHONE NUMBER :
FAX NUMBER :
S.W.I.F.T. CODE :
ACCOUNT NUMBER :
ACCOUNT HOLDER :
BY THE ORDER OF :
TRANSACTION CODE:
BUYER’S CODE :
SELLER’S CODE :
WE, [xxxxxxxxxxxxx], HEREBY PRESENT OUR IRREVOCABLE, UNCONDITIONAL IN
YOUR FAVOR FOR THE ACCOUNT OF [ ’S ACCOUNT] IN THE AMOUNT OF EURO
45%+2% of Transaction (EUROPEAN COMMUNITY CURRENCY) FOR THE PURCHASE
OF THE BANK INSTRUMENTS HEREIN DESCRIBED BY VERIFICATION OF
REGISTRATION CUSIP NUMBERS CORRESPONDING WITH THE ISSUED CALLABLE
CUSTODIAL SAFEKEEPING RECEIPTS WITH PHYSICAL DELIVERY TO BE MADE
THEREAFTER. PAYMENT OF FUNDS SHALL BE BY EITHER SWIFT OR WIRE
TRANSFER TO THE DESIGNATED BANKING COORDINATES.

WE HEREBY CONFIRM THAT THE FUNDS ARE GOOD, CLEAN, AND CLEARED
FUNDS OF NON-CRIMINAL ORIGIN AND ARE FROM A LEGAL SOURCE.

THIS IRREVOCABLE SWIFT IS A BINDING FULLY PERFORMED DUE BILL AND IS


IMMEDIATELY CALLABLE ON US FOR CASH PAYMENT AGAINST THE BANK
CERTIFIED INVOICE CONDITIONAL UPON OUR ACCEPTANCE FOR THE PURCHASE
AND DELIVERY OF THE BANK INSTRUMENTS SPECIFIED BELOW:

INSTRUMENTS: BANK GUARANTEE


CURRENCY: EURROPEAN COMMUNITY CURRENCY
TERM: ONE (1) YEAR AND ONE (1) DAY
INTEREST: 0% (ZERO COUPON )
ISSUING BANKS: (NAME OF BANKS), WITH NORMAL EXCLUSIONS,
DENOMINATION: EURO
EUROPEAN COMMUNITY CURRENCY

THIS IS CONDITIONAL, IRREVOCABLE, DIVISIBLE, ASSIGNABLE, TRANSFERABLE


AND CALLABLE S.W.I.F.T. WIRE TRANSFER IS VALID FOR FIFTEEN DAYS FROM
____ DAY OF xxxx, 2013 AND UNTIL ____ DAY OF xxxx, 2014 1700 CENTRAL
EUROPEAN TIME.

THIS IS AN OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM


COMMERCIAL CODE AS IT RELATES TO BANK CREDIT INSTRUMENTS.

FOR AND ON BEHALF OF:


NAME OF ISSUING BANK

____________________________ ____________________________
BANK OFFICER (1) BANK OFFICER (2)
NAME: NAME:
TITLE: TITLE:
IRREVOCABLE CONDITIONAL BANK PAYMENT ORDER via MT-799

TO:
BANK NAME :
BANK OFFICER :
PHONE NUMBER :
FAX NUMBER :
S.W.I.F.T. CODE :
ACCOUNT NUMBER :
ACCOUNT HOLDER :

(AFTER RECEIPT OF THE FOLLOWING INFORMATION AND APPROVED BY THE


COMPLAINCE:
1. VERIFCATION OF FUND (TWO SIGNATURES OF BANK OFFICER) 2. PASSPORT OF
PRESIDENT AND PASSPORT OF SECRETARY OF ……………………………….)

FROM:
BANK :
BANK OFFICER :
PHONE NUMBER :
FAX NUMBER :
S.W.I.F.T. CODE :
ACCOUNT NUMBER :
ACCOUNT HOLDER :
BY THE ORDER OF :
TRANSACTION CODE:
BUYER’S CODE :
SELLER’S CODE :
WE, [xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx], HEREBY PRESENT OUR IRREVOCABLE,
UNCONDITIONAL IN YOUR FAVOR FOR THE ACCOUNT OF […………..] IN THE
AMOUNT OF EURO (EUROPEAN COMMUNITY CURRENCY) FOR THE PURCHASE OF
THE BANK INSTRUMENTS HEREIN DESCRIBED BY VERIFICATION OF
REGISTRATION CUSIP NUMBERS CORRESPONDING WITH THE ISSUED CALLABLE
CUSTODIAL SAFEKEEPING RECEIPTS WITH PHYSICAL DELIVERY TO BE MADE
THEREAFTER. PAYMENT OF FUNDS SHALL BE BY EITHER SWIFT OR WIRE
TRANSFER TO THE DESIGNATED BANKING COORDINATES.

WE HEREBY CONFIRM THAT THE FUNDS ARE GOOD, CLEAN, AND CLEARED
FUNDS OF NON-CRIMINAL ORIGIN AND ARE FROM A LEGAL SOURCE.

THIS IRREVOCABLE SWIFT IS A BINDING FULLY PERFORMED DUE BILL AND IS


IMMEDIATELY CALLABLE ON US FOR CASH PAYMENT AGAINST THE BANK
CERTIFIED INVOICE CONDITIONAL UPON OUR ACCEPTANCE FOR THE PURCHASE
AND DELIVERY OF THE BANK INSTRUMENTS SPECIFIED BELOW:

INSTRUMENTS: BANK GUARANTEE


CURRENCY: EURROPEAN COMMUNITY
TERM: ONE (1) YEAR AND ONE (1) DAY
INTEREST: 0% (ZERO COUPON )

ISSUING BANKS: (NAME OF BANKS), WITH NORMAL EXCLUSIONS,


DENOMINATION: EURO
EUROPEAN COMMUNITY CURRENCY

THIS IS CONDITIONAL, IRREVOCABLE, DIVISIBLE, ASSIGNABLE, TRANSFERABLE


AND CALLABLE S.W.I.F.T. WIRE TRANSFER IS VALID FOR FIFTEEN DAYS FROM
____ DAY OF xxxx, 2013 AND UNTIL ____ DAY OF xxxx, 2014 1700 CENTRAL
EUROPEAN TIME.

THIS IS AN OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM


COMMERCIAL CODE AS IT RELATES TO BANK CREDIT INSTRUMENTS.

FOR AND ON BEHALF OF:


NAME OF ISSUING BANK

____________________________ ____________________________
BANK OFFICER (1) BANK OFFICER (2)
NAME: NAME:
TITLE: TITLE:
APPENDIX “D”

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

Instrument: Bank Guarantee (BG)


Age: Fresh Cut
Interest Rate: Zero Percent (0%)
Term: One (1) Year and One (1) Day
Issuing Banks:
Currency: European Community Currency (EURO)
Contract Amount: 50 Million (Buyer to revise the committed amount)
Issuing Rate: 45% (or better) + 2%
First Tranche: Euro 50 Million (or revised per Buyer)
Subsequent Tranches: (To be defined by Buyer at time of application)
Denomination:
Mode of Payment: MT103 or MT760 Unconditional
Delivery: SWIFT MT760 only followed by Hardcopy to be delivered
via Bank courier within seven (7) banking days

I,[XXXXX], the Director of [XXXXXXXXXXXX], with [XXXXXXX] Passport holder No:


[XXXXXX] with registered office at [XXXXXXXXX XXXXXX.], do hereby irrevocably
guarantee with full corporate responsibility and authority and, under penalty of applicable perjury
laws, agree to act as master paymaster to pay this Master Fee Protection Agreement and
irrevocable Corporate payment Order which is an integral part of this Contract bearing the
Buyer’s Code: [XXXXXXXXXXX], in the total amount of Two PERCENT (2%) to pay as
indicated below to the paymasters for intermediary fees, for the total value of, each and every
tranche delivered of BGs in European currency (Euro) value, including all rolls and extensions.
Payment to the beneficiaries to be made when Seller is paid for each BG tranche delivered and
settled to the following paymasters:-

A) Buyer’s side Total Fees: one Percent (1%) of each and every FV tranche of the transaction

To Paymaster :
Bank Name :
Bank Address :
SWIFT Code :
Account Name :
Account No. :
Bank Tel :
Bank Fax :

A) Seller’s side Total Fees: one Percent (1%) of each and every FV tranche of the transaction

To Paymaster :
Bank Name :
Bank Address :
SWIFT Code :
Account Name :
Account No. :
Bank Tel :
Bank Fax :

This Agreement/Irrevocable Corporate Payment Order and the payment of commissions herein
are subject to the International Chamber of Commerce “ICC” and the ICC Arbitration Act as
adopted by the ICC office in the Hague, the Netherlands and is governed and construed according
to the laws of the Netherlands.

All NCND clauses as prescribed by ICC rules (Latest Edition) shall apply to this Agreement and
Payment Order. This Agreement and Irrevocable Corporate Payment Order is irrevocable,
divisible, and unconditional, and may be assigned only by the beneficiaries named herein.

This Agreement and Irrevocable Corporate Payment Order may be executed in one or more
counterparts, each one shall be deemed an original and all together shall constitute one and the
same document.

A signed Fax or electronically transmitted copy of this document shall be deemed binding on the
“Parties” with the force as the signed original.

The Agreement and Irrevocable Corporate Payment Order is valid when commencement of the
above-referenced transaction takes place and shall remain valid and enforceable for the full terms
of the transaction, including any new agreement between the Buyer and Seller and/or their
assigns.

The beneficiaries reserve the right to change the bank coordinates stated herein at any time by
providing written request to the Buyer.
Upon execution of the Agreement and the Final Agreement and prior to, or simultaneously with
the first transaction, we guarantee that this Master Fee Protection Agreement and Irrevocable
Corporate Payment Order will be lodged with the Buyer’s Bank.

The Buyer’s bank shall provide the beneficiaries, by e-mails or by telefax with copies of the swift
related to all payment instructions upon the closing of each and every transaction of the above
transaction.

Buyer as Master Paymaster and its bank co-ordinates for payment of fees:
Bank Name :
Bank Address :
Account Name:
Account No. :
Bank officer :
Tel/Fax No. :
SWIFT Code :

In the event that the transaction was not performed or only performed in part, the paymasters or
beneficiaries listed above shall not hold the undersigned Payer responsible for any expenses,
charges and/or cost, or hold the Payer liable for any civil and criminal actions. The unperformed
part of this Irrevocable Master Fee Protection Agreement will therefore automatically become
null and void.

Approved and agreed by [ XXXXXXXXXXXXXXXXX]

___________________________
Legal & Authorized Signatory
Date: xxxxxx, 2012
Signatory Full Name:
Title: PRESIDENT
Nationality:
Passport #:
Date of Issuance:
Date of Expiration:

APPENDIX “F”

PASSPORT OF PRESIDENT AND PASSPORT OF SECRETARY


OF