DEED OF AGREEMENT BG/SBLC LEASING

This Agreement is made and enter into the date May 5, 2018, by and between the party described below:
The SENDER’S information

Corporate Name
Mailing Address
Company Reg. No.
Country
Represented By
Title
Passport No
Nationality
Direct Mobile phone
Direct E-mail

(Hereinafter referred to the 'SENDER’S on one part) and

The RECEIVER’S information

Corporate Name
Mailing Address
Company Reg. No.
Country
Represented By
Title
Passport. No.
Nationality
Direct Cell Phone No.
E-mail addess
(Hereinafter refered to the 'RECEIVER'S on the other part)
WHEREAS. The RECEIVER desires to receive BG/SBLC from the SENDER. RECEIVER confirms with full corporate and
legal responsibility that funds are available to fulfill the requirements for the hypothecation of this instrument
and are ready and RECEIVER further confirms to cooperate with the SENDER.

WHEREAS. The SENDER desires to provide and assign all rights title and interest of the BG/SBLC available to it to
the RECEIVER. SENDER represents and warrants that it has the ability and resources to arrange through associates,
contacts and sources, with full corporate responsibility, financial instruments per the terms of assignments to be
provided to RECEIVER. SENDER hereby declares under penalty of perjury that the SBLC will be backed by funds
that are good, clean, clear, and free of non criminal origin; that the BG/SBLC will be free and clear of all liens,
encumbrances and third party interests.

THEREFORE, the RECEIVER has agreed toreceive the BG/SBLC by paying the fees,bank charges for transmission
sendig MT799 followed by MT760 and SENDER agreed to issue BG/SBLC, and both parties agree as follows:

SENDER’S INITIAL: __________ PAGE 1 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

1. Instrument Bank Guarantee (BG) or Standby Letter of Credit (SBLC)

2. Total Face Value € 00,000,000.00.- EUR (________________________________________Million Euro)

3. Issuing Bank HSBCBank /Barclays Bank / Deutsche Bank
4. Leasing Fee Twelve (12%) percent on face value: 10% + 2% Consultants (1% Sender & 1% Receiver)
5. Period of Lease One year and One day(with possible renewed annually up to five years)

TRANSACTION PROCEDURES:
1. SENDER send this Deed of Agreement to RECEIVER executed; sign and initial the Deed of Agreement, which
thereby automatically becomes a full recourse commercial contract.RECEIVERS sends passport copy,
Company’s resolution and Client’s Information Sheet (CIS) and RWA not older than 3 days

2. Immediately upon receipt of the executed Deed of Agreement, Passport, Board Resolution and CIS, Receiver’s
bank will send RWA via banking e-mail and/or swift MT-799 RWA to initiate the bank to bank process
communication, to designed bank coordinates indicated by the Sender. Receiver’s bank sends a courtesy
copy of the RWA to e-mail:

The banking RWA issued by the receiving bank must certify that its customer has an active credit line
available to receive our bank instrument for the amount contracted; Or certify that your client has funds
deposited and blocked in a bank account to make the lease payment of the contracted banking instrument,
within three banking days of receiving the swift MT-760.

3. Within Three (3) banking days of receipt of the banking RWA,Sender’s Issuing bank sends swift MT-799 and
a courtesy copy of swift to Receiver to confirm the swift.

4. Within Three(3) banking day of receipt of the pre-advice MT799 by Receiving Bank, Receiver’s bank will send
a Swift MT799 BPU (Banking Payment Undertaking), guaranteeing the payment of the agreed leasing
costsand response to SENDER’s Sending Bank, to send the bank instrument via Swift MT760 to RECEIVER’S
receiving bank, with copy of the Swift to SENDER.

5. Within Three (3) banking days, the SENDER's Issuing Bank will deliver the BG/SBLC by SWIFT MT760 to the
RECEIVER’s Receiving Bank, and send the hard copy of the BG/SBLC through bank bonded courier within TEN
(10) banking days after received the final payment leasing fees in the bank coordinates designed by the
Sender, will be paid via wire transfer swift MT-103/202 from receiving bank.

6.Lessee bank return back BG/SBLC to Lessor bank 15 days before maturity date.

7. Any unauthorized calls by any party or its representative lawyers to probes or communication in an improper
way to bank(s) in this transaction shall be prohibited and contract terminated.

NON-SOLICITATION
The RECEIVER hereby confirms and declares that the SENDER, its associates or representatives or any person or
persons on its behalf has/have never ever solicited the RECEIVER, its shareholders or associates or representatives
in any way whatsoever that can be construed as a solicitation for this transaction or for future transactions.

FORCE MAJEURE

SENDER’S INITIAL: __________ PAGE 2 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

Any delay in or failure of performance by either party of their respective obligations under this agreement shall
not constitute a breach hereunder or give rise to any claims for damages if, and to the extent that such delays or
failures in performance are caused by events or circumstance beyond the control of such party.

The term “Beyond the Control of Such Party “Include Lawful order of Government or Authority, Act of War,
Rebellion or Sabotage, Fire, Flood, Earthquake or other natural disasters. Any other cause not within the control
of such party or which is by exercise of reasonable diligence, the party will be unable to foresee or prevent or
remedy.
ARBITRATION
All disputes and questions whatsoever which arises between the parties to this agreement and touching on this
agreement on the construction or application thereof or any account cost, liability to be made hereunder or as to
any act or way relating to this agreement shall be settled by the arbitration in accordance with the arbitration
laws of the ICC, in Lisboa.

This agreement contains the entire agreement and understanding concerning the subject matter hereof and
supersedes and replaces all prior negotiations and proposed agreements, written or oral . Neither of the parties
may alter, amend, nor modify this agreement, except by an instrument in writing signed by both parties. This
agreement will be governed by and construed in accordance with the laws of Europen Union. In the event that
either party shall be required to bring any legal actions against the other it enforce any of the terms of this
agreement the prevailing party shall be entitled to recover reasonably attorney fees and costs.

For and On behalf of the RECEIVER. For and On behalf of the SENDER.

Company:
Name: Mr.
Passport No.:
Nationality:
Issue date:
Expiry date:

INSTRUMENTDESCRIPTION:
1. Instrument: Bank Guarantee (BG) or Standby Letter of Credit (SBLC)
2. Total Face Value: €00,000,000.00.- EUR (_________________________MILLION EURO)
3. Issuing Bank: HSBC Bank,Barclays Bank, Deutsche Bank.
4. Age: One Year and One Day (with the option of R&E annually up to five years)
5. Leasing Fee: Twelve (12%) percent on face value amount SBLC.
Total Amount: €0,000,000.00.- EUR.
Total Amount in words: ________________________________ Euro.
6. Delivery: Bank to Bank Swift MT-799 pre-advice and swift MT-760.
7. Payment: MT-103 wire transfer within Five (5) banking days.
8. Hard Copy: By Bank Bonded Courier within 10 banking days after payment leasing fees.
ONLY AUTHORIZED COMMUNICATIONS BANK TO BANK BETWEEN BANK OFFICERS ANY UNAUTHORIZED
COMMUNICATION WITH OUR BANK OFFICER IS THE REASON FOR CANCELLATION OF THIS AGREEMENT.
ELECTRONIC DOCUMENT TRANSMISSIONS

SENDER’S INITIAL: __________ PAGE 3 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

EDT(Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As
applicable, this agreement shall be:
Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act’’ or such other applicable law
conforming to the UNCITRAL Model Law on Electronic Signatures (2001).
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade
Facilitation and Electronic Business (UN/CEFACT).
EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy
of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner
delay the parties from performing their respective obligations and duties under EDT instrument.

SENDER’S INITIAL: __________ PAGE 4 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

 EXHIBIT A

(Bank RWA letter when the Receiver has a permit Credit Line)

To: BENEFICIARY COMPANY NAME

XXXXXXXXXXXXXXX
XXXXXXXXXXXXXXX
XXXXXXXXXXXXXXX

ATTENTION: XXXXXXXXXXXXXXX

In accordance with instructions received, we (___ RECEIVING BANK NAME ___)located at

(_______________ FULL BANKING ADDRESS ______________) on behalf of our client (___
BENEFICIARY COMPANY NAME ___), with account number ___________ hereby irrevocably confirm
that he has a Credit Line with us.

We are ready willing and able to utilize your issued (___ BANK INSTRUMENT ___) using SWIFT System
delivery protocol in the amount of €000,000,000.00 (___ AMOUNT IN WORDS ___) against your
credit facilitate. We further confirm that the said cost of issuance of the (___ BANK INSTRUMENT
___) using the agreed delivery protocol will be paid within three (3) banking days.

The funds to be transferred/wired are good, clean and cleared funds of non-criminal origin from a
legal source.

For and on behalf of (___ RECEIVING BANK NAME & FULL BANK ADDRESS ___)

-----------------------
1.BANK OFFICER NAME:
TITLE: (BANK SEAL)
ID PIN:
PHONE NUMBER:
BANKING EMAIL:

-----------------------
2.BANK OFFICER NAME:
TITLE: (BANK SEAL)
ID PIN:
PHONE NUMBER:
BANKING EMAIL:

SENDER’S INITIAL: __________ PAGE 5 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

 (Bank RWA letter when the Receiver has own fund to pay for Company Credit Enhancement)

To: BENEFICIARY COMPANY NAME

XXXXXXXXXXXXXXX
XXXXXXXXXXXXXXX
XXXXXXXXXXXXXXX

ATTENTION: XXXXXXXXXXXXXXX

In accordance with instructions received, we [______ BANK NAME ______] located at [_____ BANK
ADDRESS _____] on behalf of our Beneficiary [___ BENEFICIARY COMPANY NAME ___] with account
number [___ ACCOUNT NUMBER ___], hereby irrevocably confirm that our client [___ BENEFICIARY
COMPANY NAME ___] has the required financial capability in the amount of EUR 000,000,000.00
(_______ AMOUNT IN WORDS _______) to pay for the (___ BANK INSTRUMENT ___) once it is
received.

The Beneficiary is ready willing and able to utilize your issued (___BANK INSTRUMENT___)using
SWIFT System delivery protocol in the amount of EUR 000,000,000.00 (___ AMOUNT IN WORDS
___) against your credit facilitate. We further confirm that the said cost of issuance of the (___ BANK
INSTRUMENT ___) using the agreed delivery protocol will be paid within three (3) banking days.

The funds to be transferred/wired are good, clean and cleared funds of non-criminal origin from a
legal source.

For and on behalf of (___ RECEIVING BANK NAME & FULL BANK ADDRESS ___)

-----------------------
1.BANK OFFICER NAME:
TITLE: (BANK SEAL)
ID PIN:
PHONE NUMBER:
BANKING EMAIL:
-----------------------
2.BANK OFFICER NAME:
TITLE: (BANK SEAL)
ID PIN:
PHONE NUMBER:
BANKING EMAIL:

“EXHIBIT B”
SAMPLE SWIFT MT 799 FROM ISSUING BANK TO RECEIVER BANK

SENDER’S INITIAL: __________ PAGE 6 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

 (Text may vary in substance but the essential undertaking must be maintained)

FROM:
BANK NAME:
BANK ADDRESS:
BANK TEL:
BANK FAX:
BENK OFFICER NAME:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO:

TO:
BANK NAME:
BANK ADDRESS:
BANK TEL:
BANK FAX:
BENK OFFICER NAME:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO:

TRANSACTION CODE:
AMOUNT:
CURRENCY:
BENEFICIARY:

FOR VALUE RECEIVED, WE, ----- {NAME OF ISSUING BANK} -----, AT ----- {FULL BANK ADDRESS} -----,
HEREBY ISSUE OUR IRREVOCABLE, UNCONDITIONAL AND NEGOTIABLE BG NO: --------- IN FAVOUR OF THE
BENEFICIARY ……………………………………………………………………………… FOR THE AMOUNT OF USD/EUR ………………………………………………, AMOUNT
IN WORDS {……………………… USD/EURO}, VALID FOR ONE (1) YEAR AND ONE (01) DAYS AND DUE FOR PAYMENT AT
MATURITY ON __________ {1 YEAR + 1 DAY MATURITY DATE FROM ISSUING DATE} _____________

WE HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE TO PAY IN FULL AGAINST THIS BG AT MATURITY,
WITHOUT ANY PROTEST, DELAY OR OBJECTION, THE SUM OF USD/EUR …………………………………………………TO THE ORDER OF
……………………………………………………………………………………………, THE BENEFICIARY’S THE BEARER OR HOLDER THEREOF AT MATURITY.
SUCH PAYMENT SHALL BE MADE FREE AND CLEAR OF ANY DEDUCTIONS CHARGES, FEES OR WITHHOLDING, UPON
RECEIVING BENEFICIARY’S FIRST DEMAND VIA BANK WIRE SYSTEM ANDSURRENDER OF THIS BG NO: --------
------ AT THIS BANK AT MATURITY DATE.

THIS BG IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT PAYMENT OF

ANY FEES. WE HEREBY ENGAGE WITH YOU THAT THE DEMAND MADE UNDER AND IN COMPLIANCE WITH THE TERMS
OF THIS BG, SHALL BE DULY HONOURED ON DUE PRESENTATION TO US. THE DEMAND HEREUNDER MUST BE MARKED
“DRAWN UNDER BG NO: -------- DATED, _________ {GUARANTEE ISSUE DATE}

THIS BG IS CONSTRUED, GOVERNED AND ISSUED IN ACCORDANCE WITH THE RULES, REGULATIONS AND PRACTICES
AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE {ICC}, PARIS, FRANCE, PUBLICATION 758,
LATEST REVISION.

THIS SWIFT IS OUR VALID AND OPERATIVE INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES
ARE FOR THE ACCOUNT OF APPLICANT.

PLEASE CONFIRM YOU ARE READY TO RECEIVE AND FUND THIS BANK INSTRUMENTS WITH GOOD, CLEAN, CLEAR
FUNDS OFNON-CRIMINAL ORIGIN.

FOR AND ON BEHALF OF <NAME OF ISSUING BANK> , <ADDRESS OF ISSUING BANK>

______________________ ______________________
AUTHORIZED BANK OFFICER 1 AUTHORIZED BANK OFFICER 2
<NAME, TITLE, PIN CODE> <NAME, TITLE, PIN CODE>

SENDER’S INITIAL: __________ PAGE 7 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

 “EXHIBIT C”
DRAFT TEXT OF MT 799 BANK PAYMENT UNDERTAKING (BPU)
NOTIFICATION :
DELIVERY STATUS :
PRIORITY/DELIVERY :
MESSAGE INPUT REFERENCE :
---------------------------------------MESSAGE HEADER----------------------------------------
SWIFT INPUT : MT799 BANK PAYMENT UNDERTAKING
FROM:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
BANK OFFICER:
AMOUNT:
ACCOUNT NAME:
TO:
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT NUMBER:
IBAN:
BIC (SWIFT):
BANK OFFICER:
BANK PHONE NO:
BANK OFFICER E-MAIL:
TRANSACTION CODE:

DEAR SIRS,

WE, -----------------------------------------------------------, REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY

CONFIRM WITH FULL BANK RESPONSIBILITY, THAT WE IRREVOCABLY HOLD FOR OUR CLIENT, (BUYER/CLIENT
COMPANY NAME), UNDER ACCOUNT NUMBER: -------------- CASH FUNDS AMOUNTING TO EURO
000.000.000,00 (EURO ________________ MILLION), PRESENTLY HELD UNDER CUSTODY WITH OUR BANK, IN
FAVOR OF (SELLER’S COMPANY NAME).

WE FURTHER CONFIRM THAT THESE FUNDS ARE GOOD, CLEAN, CLEARED UNITED OF NON-CRIMINAL ORIGIN
AND ARE FREE OF ANY LIEN AND ENCUMBRANCES AND WE HAVE PLACED AN ADMINISTRATIVE BLOCK ON
THESE FUNDS IN FAVOR OF (SELLER’S COMPANY NAME) FOR THEIR BENEFIT FOR A PERIOD OF FORTY-FIVE
(45) BANKING DAYS OR UNTIL THE TRANSACTION IS COMPLETED AS CONTAINED IN CONTRACT WITH
TRANSACTION CODE:____________, AND THE FUNDS WILL REMAIN UNENCUMBERED DURING THIS PERIOD.

THIS OPERATIVE INSTRUMENT IS NEGOTIABLE, TRANSFERABLE, AND ASSIGNABLE, WITHOUT PRESENTATION

TO US. THIS BANK BLOCK FUNDS IS SUBJECT TO THE UNIFORM RULES FOR BANK GUARANTEES UNDER ICC
PUBLICATION NO 758 AND ITS LATEST REVISION.

THIS IS AN OPERATIVE INSTRUMENT AND NO MAIL OR HARD COPY CONFIRMATION TO FOLLOW.

YOURS FAITHFULLY,

FOR AND ON BEHALF OF (NAME AND ADDRESS OF THE ISSUING BANK)

BANK OFFICER #1 BANK OFFICER #2

SENDER’S INITIAL: __________ PAGE 8 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

 “EXHIBIT D”
SAMPLE SWIFT MT-760 FROM ISSUING BANK TO RECEIVER BANK
(Text may vary in substance but the essential undertaking must be maintained)

FROM
BANK NAME:
BANK ADDRESS:
BANK TEL:
BANK FAX:
BENK OFFICER NAME:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO:

TO
BANK NAME:
BANK ADDRESS:
BANK TEL:
BANK FAX:
BENK OFFICER NAME:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO:

BANK GUARANTEE NO.:

ISSUING BANK NAME:
BANK ADDRESS:
CURRENCY:
ISSUED DATE:
MATURITY DATE:
AMOUNT:
APPLICANT: XXXXXXXXXXXXXX
BENEFICIARY: XXXXXXXXXXXXXX

FOR VALUE RECEIVED WE THE UNDERSIGNED,……………………………………,ADDRESS AT _________________________, HEREBY

IRREVOCABLY, UNCONDITIONALLY AND WITHOUT PROTEST OR NOTIFICATION ON FIRST DEMAND, PROMISE TO PAY AT
MATURITY TO THE ORDER OF ___________ THEREOF, THE SUM OF ………………………………………………….
(………………………………………………………….USD/EURO) IN THE LAWFUL CURRENCY OF THE ……………………………………. UPON PRESENTATION AND
SURRENDER OF THIS GUARANTEE AT THE OFFICE OF ………………………………………………………….

SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND SHALL BE UNENCUMBERED FREE AND CLEAR OF ANY DEDUCTIONS,
CHARGES, FEES OR WITH HOLDING OR ANY NATURENOW OR HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR
ASSESSED BY THE GOVERNMENT OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.

THIS GUARANTEE IS FULLY CASH BACKED WITH FUNDS ON DEPOSIT THAT ARE GOOD, CLEAN, CLEARED OF NON-CRIMINAL
ORIGIN, FREE OF ANY LIENS OR ENCUMBRANCES LEGALLY EARNED BY THE APPLICANT. THIS BANK GUARANTEE IS
UNCONDITIONAL, TRANSFERABLE, ASSIGNABLE, DIVISIBLE AND CONFIRMED WITHOUT PRESENTATION OF IT TO US AND
SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED KINGDOM.

THIS BANK GUARANTEE IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICES FOR BANK GUARANTEE AS SET FORTH BY
THE INTERNATIONAL CHAMBER OF COMMERCE - PARIS - FRANCE, LATEST REVISION OF PUBLICATION 758.

THIS IS AN OPERATIVE INSTRUMENT, NO MAIL CONFIRMATION WILL FOLLOW.

FOR AND ON BEHALF OF:XXX ISSUING BANK XXX ,XXX ISSUING BANK ADDRESS XXX

BANK OFFICER 1 BANK OFFICER 2

TITLE (PIN) TITLE (PIN)

SENDER’S INITIAL: __________ PAGE 9 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

 “EXHIBIT D”
CLIENT INFORMATION SUMMARY

In accordance with Articles 2 (two) through to 5 (five) of the Due Diligence Convention and the Federal
Banking Commission Circular of December 1998, concerning the prevention of money laundering, and
Article 305 of the Swiss Criminal Code, the following information may be supplied to banks and/or other
financial institutions for the purpose of verification of identity and activities of the Principal, and the
nature and origin of the funds that are to be utilized. All parties have an obligation for professional
discretion and to take all appropriate precautions to protect the confidentiality of the information each
holds in respect of the others’ activities. This legal obligation shall remain in full force and effect at all
times.

1. Principal:

a) Represented By:
b) Nationality:
c) Passport Number:
d) Date Of Issue:
e) Date Of Expiration:
f) Date Of Birth:
g) Place Of Birth:
h) SSN/Identity No.:
i) Contact Address:
j) Contact Telephone No.:
k) Add. Telephone No.:
l) Mobile Telephone No.:
m) Facsimile No.:
n) E-Mail Address:
o) Occupation:
p) Business Name:
q) Business Address:
r) Business Telephone:
s) Business Facsimile:
2. Address For Mail:
3. Address For Courier:
4. Legal Counsel:
a) Address:
b) Telephone No.:
c) Facsimile No.:

SENDER’S INITIAL: __________ PAGE 10 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

 5. Bank Name:
a) Bank Address:
b) Account Name:
c) Account Number:
d) Account Signatory Name:
e) Bank Officer Name/Title
f) Bank Officer E-mail:
g) Bank Officer Phone:
h) Bank Officer Fax:
i) Routing / ABI
j) S.W.I.F.T. Code / BIC:

7. Affirmation:

I,Mr. _______________________________, hereby swear under the full penalty of perjury, that
the information provided herein is both true and accurate. I am in control of the assets stated
above, and have signatory authority on the aforementioned bank account and have full authority
to execute all contracts and agreements relating to pleading the assets for a loan. The funds are in
full compliance with the anti-money laundering policies set forth by the Financial Action Task
Force (FATF) 6/01.

Signed this Saturday, May 05, 2018

……………………………………………
SIGNATORY

Name :
Title :
Passport No. :
Country of Issue :
Issuing Date :
Expiry Date :

SENDER’S INITIAL: __________ PAGE 11 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

 NON-SOLICITATION STATEMENT

DATE: Saturday, May 05, 2018

TO: THE COLLATERAL PROVIDER

I, MR. __________________________,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, MR. ________________________, 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, MR. ____________________________, 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, MR. _________________________, 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:

……………………………………………
SIGNATORY

Name: Mr.
Title:
Passport №:
Country:

SENDER’S INITIAL: __________ PAGE 12 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

 CORPORATE RESOLUTION

( _________ C O M P A N Y N A M E _________ )

RESOLUTION OF THE BOARD OF DIRECTORS

A quorum of the directors of (____ COMPANY NAME _____)(hereinafter called the "Company")
with its registered address at(_____ FULL REGISTERED ADDRESS COMPANY _____),
attended in person or by telephone/video conference a Board of Directors meeting which was duly
noticed and held on Saturday, May 05, 2018. A detailed discussion regarding various issues and
aspects of this transaction was held to the full satisfaction of the Board members and the following
resolutions were unanimously adopted:

RESOLUTION:

It is resolved that Mr. ______________, holder of a (___country___)Passport No: __________as the

Company’s C.E.O. and authorized Representative/Signatory of the company, to enter into this
transaction involving the Leasing, transacting and hypothecating of Bank Instruments.

RESOLUTION:

It is resolved that Mr. ______________asC.E.O. and authorized Signatory of the company, is

authorized to arrange the issuing and/or leasing of Bank Instruments, in the amount of € 00,000,000
(_________________ Million Euros) with rolls and extensions,

RESOLUTION:

It is resolved that Mr. ___________________, as C.E.O. and authorized signatory of the Company be
assigned full authority to instruct, arrange, monitor, execute, manage and sign all paperwork,
agreements, contracts and all documentation as may be necessary with third parties, pertinent to this
transactions involving the issuing, receiving and/or leasing of Bank Instruments.

RESOLUTION:

It is further resolved at this meeting of the Board of Directors that Mr. _________________be hereby
authorized to pay/distribute on behalf of ( ________ COMPANY NAME _________ )any and all
transaction related fees and entitlements to any banks, trading entities, program managers, facilitators,
lawyers and other involved persons and companies of his choice, as he may deem appropriate and at
his absolute discretion, on behalf of The Company.

SENDER’S INITIAL: __________ PAGE 13 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

RESOLUTION:

That Mr._________________, as the C.E.O. of the Company, is hereby authorized to certify that the
foregoing resolutions and provisions thereof are in conformity with the charter, bylaws and articles of
incorporation of the company, and that the foregoing resolution and the authority thereby conveyed
shall remain in full force and effect until the purposes set forth herein are accomplished.

It is further certified that the foregoing resolutions have never been modified or amended and are now
in full force and effect. The above named representative of the company has been duly elected and
appointed to hold office, the representative is presently holding office, and is empowered to act for
and on behalf of the company. This fax or email copy of the Board Resolution shall be of equal value
and effect to the original, and shall be accepted as such by everyone, for all purposes, everywhere.

The above motions and resolutions were duly made, seconded and unanimously passed and carried out
at the completion of this meeting.

In witness whereof, I have hereunto set our hand and seal of the company in our own free will and act,
in certification of the above resolutions and provisions on this Saturday, May 05, 2018.

For and on behalf of (____ COMPANY NAME _____)

<Corporate Seal>
_______________________
Name: Mr.
Title:
Passport No:
Country of Issue:
Date of Issue:
Date of Expiry:

____________________
Name: Mr.
Title:
Passport No:
Country of Issue:
Date of Issue:
Date of Expiry:

SENDER’S INITIAL: __________ PAGE 14 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

 FEE PROTECTION AGREEMENT
INSTRUMENT DESCRIPTION:
Instrument Type: BG/SBLC - CASH BACKED- ICC Format
Term: One (1) year and one (1) day (Renewable)
Age: Lease / Newly Issued
Issuing Bank: Top 25 Western European Banks.
Interest Rate: Zero percent (0%)
Price: 10+2%
Contract amount: EUR XXXXwith rolls of extensions
First Tranche: EUR XX Million
Subsequent Tranches:EUR Million
Denominations: Euro.
Consultant Fees: Lessee and Lessor Sides Share One Percent (1%) equally.for each.
Transaction Model: Pre-Advice RWA from Lessee’s bank first .
Delivery: MT-760 to Lessee’s bank withHard Copy to follow in seven (5) banking days
by bank bonded courier.
Payment: By unconditional SWIFT Wire Transfer – MT103.
Beneficiary:

Irrevocably and unconditionally, without protest, demand or delay, promise and guarantee to pay
consultancy fees of one Percent (1%) of the face value of the instruments, for the benefit of the
consultants being hereinafter called collectively the “beneficiaries” and individually a “Beneficiary”.

The said consultancy fee shall be paid upon the successful closing of each and every tranche
concurrently with each payment of the instruments purchased by us. Further, the said consultancy
fees shall be paid in good, clean clear and unencumbered Euros/Dollars and delivered, via wire
transfer, to your designated trust/bank account coordinates.

This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee Agreement-
Pay Order” shall endure to the benefit of the beneficiaries and their respective heirs, administrators,
successors and assigns, as the case may be, and shall be binding and enforceable upon us, our
successors and assigns as the case may be, until this transaction, including any renewals, extensions
and additions are fully completed.

This Fee Agreement-Pay Order, if transmitted by facsimile or electronic mail shall be considered an
original, legally enforceable document.

Generally recognized International Standards of Non Circumvention and Non-disclosure are

applicable for a period of Five Years from the date of this document or the last date of the contract
including any renewals, extensions and additions are fully completed and we agree to respect those.

We hereby declare that we are fully aware that the information received from you is in direct response
to our request and is not in any way considered or intended to be a solicitation of funds of any sort,
or any type of offering, and is intended for our general knowledge only. We hereby affirm, under
penalty of perjury, that we have requested information from you and your organization by our choice
and free will, and further that you have not solicited us in any way. Intermediaries are NOT Advisors
of any kind.

Parties to this agreement are independent contractors and all contemplated payments and/or
disbursements hereunder are divided interests. Nothing in this agreement construes or creates a
partnership or employer/employee relationship between or among the parties hereto. All taxes,
federal, state or other are the independent responsibility of each of the parties hereto.

SENDER’S INITIAL: __________ PAGE 15 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

The above stated codes, (the Lessor’s code to be provided by the Lessor) and any other identification
codes shall remain the same and shall not be changed until this transaction including any renewals,
extensions and additions are fully completed and we agree to respect those. The transaction code
may be amended only by agreement between all parties hereto. This transmission via facsimile will
be accepted as an original and I confirm that I have authority to execute this Pay Order.

Irrevocable Fee Protection / Irrevocable Pay order for Consultant Fees of Two Percent (2%) of the
face value from each and every tranche of this transaction, including any rolls or extensions, to be
paid to Lessee’s broker only:

LESSOR’S SIDE COMMISSION:1%OF FULL FACE VALUE, INCLUDING ROLLS AND

EXTENSIONS, TO BE SPLIT AND PAID TO THE FOLLOWING PAYMASTERS:

PAYMASTER #S-1: TO RECEIVE 1%

Paymaster Name CLOSED
Paymaster Address
Passport Number
Paymaster Telephone
Paymaster Fax
Paymaster Email
Bank Name
Bank Address
Bank Officer
Bank Telephone
Bank Fax
SWIFT Code
ABA Routing
Account Name
Account Number (IBAN)
Beneficiary
Special Instructions
Required Instructions Text Message: The S.W.I.F.T. or Clear Stream text message
covering all remittances shall clearly state the following: “THE
REMITTER IS KNOWN TO US. THIS IS DONE WITH FULL
BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO
THE SOURCE OF FUNDS SENT TO US.” FOR SAME DAY
SETTLEMENT.
Special Instructions Same Day Transfer and Immediate Credit - CURRENCY: Euro or US
Dollars. All Wire transfers shall incorporate below Text Message and
a copy of Bank Wire Transfer slip shall be emailed to: TBAfor legal
verification and documentation pursuant to Patriot Act/Banking
regulations with One Original Contract copy to be filed with Bank

SENDER’S INITIAL: __________ PAGE 16 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

LESSEE’S SIDE COMMISSION: 1%OF FULL FACE VALUE, INCLUDING ROLLS AND
EXTENSIONS, TO BE SPLIT AND PAID TO THE FOLLOWING PAYMASTERS:

Paymaster Name
Paymaster Address
Paymaster Telephone
Paymaster Email
Bank Name
Bank Address
Bank Officer
Bank Telephone
Bank Fax
SWIFT Code
ABA Routing
Account Name
Account Number (IBAN)
Beneficiary
Special Instructions SEND PRE-ADVICE PRIOR ON SENDING CASH FUNDS TO
LEGITIMATE BENIFICIARIES AND PAYMASTER FOR
NOTIFICATION PURPOSES.
Required Instructions Text Message: The S.W.I.F.T. or Clear Stream text message
covering all remittances shall clearly state the following: “THE
REMITTER IS KNOWN TO US. THIS IS DONE WITH FULL
BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO
THE SOURCE OF FUNDS SENT TO US.” FOR SAME DAY
SETTLEMENT.
Special Instructions Same Day Transfer and Immediate Credit - CURRENCY: Euro or
US Dollars. All Wire transfers shall incorporate below Text Message
and a copy of Bank Wire Transfer slip shall be emailed to: for legal
verification and documentation pursuant to Patriot Act/Banking
regulations with One Original Contract copy to be filed with Bank

Paymasters may change their receiving banks by serving prior notice in writing to Lessee/payor within
8 banking hours thereof. Paymasters shall issue their own respective payment orders for all
beneficiaries/consultants identified within their own groups per addendum a for profits received
specific to this agreement and said payment orders shall be lodged with their bank officers as herein
written for implementation.

This irrevocable profit participation agreement becomes unconditional, assignable, and divisible upon
the successful initiation of the transaction referenced above.

All profit transfers specific to this agreement are to be made by wire or internal bank transfers and
transferred immediately upon closing of each transaction or tranche or as soon thereafter as banking
processes allow without liens or delays of any kind whatsoever.

This agreement becomes effective with the execution of the purchase agreement/letter of
intent/transaction contract referenced by the transaction code, Lessor’s code, and Lessee’s code set
forth above and shall remain valid and enforceable for the full term of the contract and shall apply to
any and all renewals, extensions, or any new agreements between Lessee and Lessor or their
shareholders and/or assigns for a period of five (5) years from the date hereof.

SENDER’S INITIAL: __________ PAGE 17 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

The applicable non-circumvention/non-disclosure conditions of the ICC 500 rules and regulations are
binding upon all parties to this agreement or any other pending or future transactions. All signed
copies of this agreement including fax transmissions thereof, shall be considered legally binding
documents. This agreement and the rights and obligations hereof are binding and inure to the
respective heirs, legal representatives, assignees and/or successors of the parties hereof.

Lesseeas Master Paymaster and its bank coordinate for payment of fees:

Bank Name
Bank Address
Account Name
Account Number
SWIFT CODE
Bank Officer
Telephone

It is understood that all parties herein involved are considered to be bound by international standard
of non-circumvention/non-disclosure as governed by the international chamber of commerce, and if
subject to litigation, to the laws of the involved countries.

Parties to this agreement are independent contractors and all contemplated payments and/or
distributions hereunder are divided interests. All taxes, federal, state or other, are the independent
responsibility of each of the parties hereto. Reporting of income and the payment of any related taxes
is the sole responsibility of the parties individually.

This agreement will become an integral part and included within the purchase agreement/letter of
intent/transaction contract identified with transaction code: XXXXXXX,Lessor’s code: xxxxxxxxxxxxx,
and Lessee’s code: TOI/SBLC-10B/2018/02/02as soon as the contract becomes valid and signed. If no
transaction is completed under the aforesaid transaction, Lessor, and Lessee codes collectively, then
no obligation to the beneficiaries/consultants and any other parties under this agreement is
established.

The receipt of this document constitutes acknowledgement on the part of recipients hereof that the
transactions herein are not to be in violation of existing regulations and laws and all parties herein are
bound to obey and be in compliance with all regulations and laws as related to the transactions herein.

The signatory hereof avers and confirms that he has the power and authority to execute this
irrevocable fee agreement and pay order.

SENDER’S INITIAL: __________ PAGE 18 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

 <SEAL>

_____________________________ Date: 5 May 2018

Full Name:
Company:
Title/ Position:
Passport Number:
Place of Issue:
Date of Issue:
Expiration Date:

SENDER’S INITIAL: __________ PAGE 19 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

 “PASSPORT SENDER”

“PASSPORT RECEIVER”

SENDER’S INITIAL: __________ PAGE 20 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________

 “CERTIFICATE INCORPORATION COMPANY SENDER”

“CERTIFICATE INCORPORATION COMPANY RECEIVER”

SENDER’S INITIAL: __________ PAGE 21 OF 21 RECEIVER’SINITIAL: _______

TRANSACTION CODE: _______________________