TRANSACTION CODE :

DATE :

DEED OF AGREEMENT
THE LENDER REPRESENTS AND WARRANTS THAT IT HAS THE ABILITY AND RESOURCES TO ARRANGE THROUGH
ASSOCIATES, CONTRACTS AND SOURCES, WITH FULL CORPORATE RESPONSIBILITY AND CREDIBILITY.

PARTY A (HEREINAFTER TO THE LENDER ON ONE PART)

PARTY A’S CODE :

CORPORATE NAME FUNNY SA

CORPORATE ADDRESS VIA SASSO CORBARO 7A 6593 CADENAZZO, SWITZERLAND

REPRESENTED BY ELIO MORANDIN / CHIEF EXECUTIVE OFFICER

CORPORATE REG NO

PASSPORT NUMBER

NATIONALITY

TEL

EMAIL

PARTY B (HEREINAFTER TO THE BORROWER ON ONE PART)

PARTY B’S CODE :

CORPORATE NAME

CORPORATE ADDRESS

REPRESENTED BY

CORPORATE REG NO

PASSPORT NUMBER

NATIONALITY

TEL

EMAIL

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WHEREAS. THE BORROWER DESIRES TO RECEIVE BANK GUARANTEE (BG) WITH EURO CLEAR ACCESS CODE
FROM THE LENDER. BORROWER CONFIRMS WITH FULL CORPORATE AND LEGAL RESPONSIBILITY THAT FUNDS
AVAILABLE TO FULFILL THE REQUIREMENTS FOR THE ASSIGNMENT OF THIS INSTRUMENT IS READY AND
BORROWER FURTHER CONFIRM TO COOPERATE WITH THE LENDER.
WHEREAS. THE LENDER DESIRES TO PROVIDE, TRANSFER AND ASSIGN ALL RIGHTS TITLE AND INTEREST OF THE
SBLC WITH EURO CLEAR ACCESS CODE AVAILABLE TO IT TO THE BORROWER. LENDER REPRESENTS AND
WARRANTS THAT IT HAS THE ABILITY AND RESOURCE TO ARRANGE THROUGH ASSOCIATES, CONTRACTS AND
SOURCES, WITH FULL CORPORATE RESPONSIBILITY, FINANCIAL INSTRUMENT IN THE TERM OF ASSIGNMENTS
TO BE PROVIDED TO BORROWER. LENDER HEREBY DECLARES UNDER PENALTY OF PERJURY THAT THE BG /SBLC
WILL BE BACKED BY FUNDS THAT AREGOOD, CLEAN, CLEAR, AND FREE OF NON-CRIMINAL ORIGIN, THE BG/SBLC
WILL BE FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES AND THIRD PARTY INTERESTS.
NOW THEREFORE, THE BORROWER HAS AGREED TO RECEIVE THE BG/SBLC AT 5%+2%OF FACE VALUE FOR THE
INSTRUMENT REQUESTED AND LENDER HAS AGREED TO ISSUE BG/SBLC FOR BORROWER AND BOTH PARTIES
HEREBY AGREE TO THE FOLLOWING:
DETAILS OF BANK INSTRUMENT
INSTRUMENTS BANK GUARANTEE/ STAND- BY LETTER OF CREDIT (BG/SBLC)

FORMAT (ICC) ICC600, ICC758 OR (LATEST VERSION)

ISSUING BANK HSBC BANK LONDON / BARCLAYS BANK LONDON

TERM ONE YEAR AND ONE DAY

AGE FRESH CUT CASHED BACKED

CONTRACT SIZE

FIRST TRANCHE

CURRENCY

ASSIGNMENT PRICE 5% OF FACE VALUE PLUS 2% COMMISSION FEES TO BROKERS.

DELIVERY MT-760 {BANK-TO-BANK SWIFT}

PAYMENT SWIFT MT103

TRANSACTION MODE MT760/MT103/ HARD COPY

HARD COPY BONDED COURIER SERVICE {WITHIN THREE BANKING DAYS}

BORROWER

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 TRANSACTION PROCEDURES

1.1 LENDER REPRESENTATIVE DELIVERS DEED OF AGREEMENT (DOA) VIA EMAIL TO BORROWER.

1.2 BORROWER EFFECTUATE, SIGN AND INITIATE THE DEED OF AGREEMENT WITH FULL BANKING
COORDINATES, CERTIFICATE OF INCORPORATION, COMPANY RESOLUTION AND ENLARGED COLOR
PASSPORT COPY, AUTOMATICALLY BECOMES A FULL COMMERCIAL RECOURSE CONTRACT AGREEMENT.

1.3 LENDER COUNTER SIGNS AND RETURN TO BORROWER WITH FULL BANKING COORDINATES,
CERTIFICATE OF INCORPORATION AND ENLARGED COLOR PASSPORT COPY OF LENDER THUS
CONSTITUTING AS A FULL RECOURSE CONTRACT.

1.4 WITHIN THREE (03) BANKING DAYS, LENDER WILL ISSUE BANK GUARANTEE (BG)/STAND-BY LETTER OF
CREDIT (SBLC) WITH 14 PAGES EURO CLEAR SCREEN SHOT CONTAINING ACCESS CODE; ISIN AND COMMON
CODE TO ENABLE BORROWER VERIFY THE SBLC ALONG WITH BANK ENDORSE INVOICE AND DULY
NOTARIZE REFUND UNDERTAKING LETTER FROM LENDER TO ENSURE THAT THE TRANSACTION IS SECURE
ON THE FAVOR OF BORROWER. IF THE TRANSACTION FAILS, THE LIQUIDATION CHARGES WILL BE
RETURNED UNCONDITIONALLY TO THE BORROWER PLUS ATTORNEY FEES AND 2% FAILURE PENALTY.

1.5 WITHIN THREE 3 BANK DAYS AFTER RECEIVING AND VERIFICATION OF THE 14 PAGES OF EURO CLEAR
SCREEN SHOT, BORROWER WILL TRANSFER EURO €40,000 FOR CALL OPTION, STOCK TESTING FEE AND
LIQUIDATION CHARGES TO ISSUE FULL VALUE CASH BACK SBLC SEND VIA SWIFT MT760 (ICC600, ICC758 OR
LATEST VERSION ) TO BORROWER‟S BANK. {BANK TO BANK SWIFT}.

1.6 WITHIN THREE (03) WORKING DAYS AFTER RECEIVING AND CONFIRMING EURO € 40,000 LENDER WILL
ISSUE BG/SBLC. (ICC600, ICC758 OR LATEST VERSION) TRANSMITTED VIA SWIFT MT760 TO BORROWER'S
NOMINATED BANK, WITHIN THREE (03) BANKING DAYS, AFTER THAT, WITHIN THREE (03) BANKING DAYS,
THE HARD COPY OF THE BG/SBLC SHALL DELIVER TO THE BORROWER RECEIVING BANK THROUGH BANK
BOND COURIER.

1.7 WITHIN FIFTEEN (15) BANKING DAYS AFTER BORROWER RECEIVING BANK, HAS VERIFIED AND
CONFIRMED THE BG/SBLC BY MT760 (ICC600, ICC758 OR LATEST VERSION) AND THE HARD COPY OF THE
BG/SBLC TO THE BORROWER RECEIVING BANK THROUGH BANK BOND COURIER, THE BORROWER SHALL
REMIT 5% ASSIGNMENT FEE TO LENDER RECOMMENDED ACCOUNT AND ADDITIONALLY PAYS OUT THE 2%
CONSULTANCY FEES/COMMISSIONS, IN ACCORDANCE TO THE IRREVOCABLE MASTER FEE PROTECTION
AGREEMENT (THE “IMFPA”).

1.8 THE SAME PROCEDURE IS USED FOR ALL OTHER BG/SBLC ISSUANCE, DELIVERY AND PAYMENT
SETTLEMENTS.

AT EXPIRY OF THE BG/SBLC, PARTY B’S RECEIVING BANK SHALL RENEW THE BG/SBLC WITH PARTY A’S ISSUING
BANK OR SHALL RETURN THE BG/SBLC TO PARTY A’S ISSUING BANK WITHOUT LIEN AND UNENCUMBERED.

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SHOULD BORROWER DEFAULT TO PAY THE ASSIGNMENT FEES TO THE LENDER AND THE BROKERS COMMISSION
FEES AS AGREED AFTER FIFTEEN (15) BANKING DAYS OF CONFIRMATION OF BG/SBLC MT760 IN BORROWER'S
BANK ACCOUNT, LENDER WILL INSTRUCT THE ISSUING BANK TO PUT A CLAIM ON THE BG/SBLC THEREBY
FORCING THE BORROWER'S BANKERS TO RETURN THE BG/SBLC MT760 TO THE ISSUING BANK.
FAILURE OF PERFORMANCE BY EITHER PARTY OF THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT
THEY SHALL PAY 2% AS PENALTY.

TERMS AND CONDITIONS

THIS CONTRACT IS VALID FOR THE FOLLOWING PERIOD OF TIME: ONE (1) YEAR FROM THE DATE OF SIGNING OF
THIS CONTRACT.

NON-PERFORMANCE
PARTY WHO FAILED TO PERFORM THIS CONTRACT, AS WELL AS TO FOLLOW THE EXACT TIME-SCHEDULES
AGREED HEREIN, SHALL BE LIABLE FOR PAYMENT OF 2% PENALTY FEE OF THE AMOUNT OF TRANCHE IN
DEFAULT OR FACE VALUE OF UNPERFORMED CONTRACT (IN CASE THE CONTRACT IS CANCELLED COMPLETELY),
AS IS THE CASE, AND THE NON-PERFORMING PARTY´S PERSONAL DETAILS (INCL. COPY OF THE PASSPORT AND
OTHER COMPANY INFORMATION) WILL BE SUBMITTED TO THE INTERPOL AND OTHER INTER-GOVERNMENTAL
ORGANIZATIONS FOR INVESTIGATION AND INTEROGATION.

UNAUTHORIZED BANK COMMUNICATION

NEITHER PARTY NOR PARTY’S BANK IS ALLOWED TO CONTACT THE BANK OF THE OTHER PARTY WITHOUT THE
AUTHORIZATION OF THE PARTY WHO’S BANK IS TO BE CONTACTED. ANY UNAUTHORIZED CONTACT ACT IS BREACH
OF THIS CONTRACT. THE LENDER'S BANK OFFICER WILL CONTACT THE BORROWER BANK OFFICER IMMEDIATELY
AFTER FIRST TRANCHE.
FORCE MAJEURE
ANY DELAY IN OR FAILURE OF PERFORMANCE BY EITHER PARTY OF THEIR RESPECTIVE OBLIGATIONS UNDER THIS
CONTRACT 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 RECTIFY.
AMENDMENTS
ANY CHANGE IN OR AMENDMENT TO THIS CONTRACT INCLUDING ORAL MODIFICATION SUPPORTED BY ANY NEW
CONSIDERATION MUST BE REDUCED TO WRITTEN WORDS AND MUST BE SIGNED BY BOTH PARTIES IT IS
CONSIDERED AS HAVING BECOME EFFECTIVE.
ARBITRATION
ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THE PRESENT CONTRACT, INCLUDING BREACH,
TERMINATION, NON-PERFORMANCE OR INVALIDITY THEREOF, SHALL BE REFERRED BY THE ARBITRATION IN

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ACCORDANCE WITH THE ARBITRATION LAWS OF THE ICC.

THIS CONTRACT 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 SWITZERLAND. 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 ENTITLES TO RECOVER REASONABLY ATTORNEY FEES AND COSTS.
SEVERABILITY
SHOULD ANY PORTION OF THIS CONTRACT BE DECLARED INVALID OR UNENFORCEABLE, AND THEN SUCH A
PORTION SHALL BE DEEMED TO BE SEVERABLE FROM THE CONTRACT BUT SHALL NOT AFFECT THE REMAINDER
THEREOF.
ASSIGNMENT
EACH PARTY UNDERTAKES NOT TO DIRECTLY CONTACT DEAL WITH TRANSACT BUSINESS OR OTHERWISE BE
INVOLVED WITH ANY CORPORATION, PARTNERSHIP, PROPRIETORSHIP, TRUST, INDIVIDUAL OR OTHER ENTITY
INTRODUCED BY EITHER PARTY WITHOUT SPECIFIC WRITTEN PERMISSION OF THE INTRODUCTION PARTY.

CODES OF IDENTIFICATION
THE PARTIES TO THIS CONTRACT AGREE THAT ALL DOCUMENTS RELATED TO THIS TRANSACTION SHALL INDICATE
THE CODES AS INDICATED HEREIN. AND, THE CODES SHALL NOT BE CHANGED DURING THE TERM OF THIS
TRANSACTION CONTRACT, INCLUDING ALL ROLLOVERS, RENEWALS, EXTENSIONS AND ALL ADDITIONS.

NOTICES
ALL NOTICES, DEMANDS, CONSENTS OR REQUESTS GIVEN BY THE PARTIES SHALL BE IN WRITING AND SHALL BE
TRANSMITTED VIA EMAIL OR OTHER MEANS OF FACSIMILE TRANSMISSION WITH RETURN CONFIRMATION.

LANGUAGE
THIS CONTRACT SHALL BE IN ALL CASES CONSTRUED SIMPLY ACCORDING TO ITS FAIR MEANING AND NOT STRICTLY
FOR OR AGAINST ANY OF THE PARTIES.

AGREEMENT EXECUTION
(A) THIS CONTRACT MAY BE EXECUTED IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN
ORIGINAL AND ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT, AND SHALL BECOME
EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY EACH OF THE PARTIES AND DELIVERED TO THE OTHER
PARTIES; IT BEING UNDERSTOOD THAT ALL PARTIES NEED NOT SIGN THE SAME COUNTERPARTS.

(B) THE EXCHANGE OF COPIES OF THIS CONTRACT AND OF SIGNATURE PAGES BY FACSIMILE TRANSMISSION
(WHETHER DIRECTLY FROM ONE FACSIMILE DEVICE TO ANOTHER BY MEANS OF A DIAL-UP CONNECTION OR
WHETHER MEDIATED BY THE WORLDWIDE WEB), BY ELECTRONIC MAIL IN “PORTABLE DOCUMENT FORMAT” (PDF)
FORM, OR BY ANY OTHER ELECTRONIC MEANS INTENDED TO PRESERVE THE ORIGINAL GRAPHIC AND PICTORIAL

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APPEARANCE OF A DOCUMENT, OR BY COMBINATION OF SUCH MEANS, SHALL CONSTITUTE EFFECTIVE EXECUTION
AND DELIVERY OF THIS CONTRACT AS TO THE PARTIES AND MAY BE USED IN LIEU OF THE ORIGINAL AGREEMENT
FOR ALL PURPOSES. SIGNATURES OF THE PARTIES TRANSMITTED BY FACSIMILE SHALL BE DEEMED TO BE THEIR
ORIGINAL SIGNATURES FOR ALL PURPOSES.

NON-CIRCUMVENTION & NON-DISCLOSURE

EACH PARTY AGREES NOT TO DISCLOSE OR OTHERWISE REVEAL TO ANY THIRD PARTY THE IDENTITIES, ADDRESS,
TELEPHONE NUMBERS, FACSIMILE NUMBERS, BANK CODES, ACCOUNT NUMBER, FINANCIAL REFERENCES, OR ANY
ENTITIES INTRODUCES BY EITHER PARTY TO THE OTHER WITH SPECIFIC WRITTEN PERMISSION OF THE
INTRODUCING PARTY.
ALL SIGNATORIES HERETO ACKNOWLEDGE THAT THEY HAVE READ AND FOREGOING THE AGREEMENT AND BY
THEIR INITIALS AND SIGNATURE THAT THEY HAVE FULL AND COMPLETE AUTHORITY TO EXECUTE THE DOCUMENT.
BY THEIR EXECUTION BELOW, THE PARTIES HERETO AGREE TO THE GENERAL TERMS AND CONDITIONS HEREIN AND
WARRANT ON TO THE OTHER THE ENTIRE AGREEMENT BETWEEN THE PARTIES.

RESOLUTION
IT IS RESOLVED THAT MR. ELIO MORANDIN, HOLDER AS CHIEF EXECUTIVE OFFICER AND AUTHORIZED SIGNATORY
OF FUNNY SA, 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 ASSIGNMENT OF BANK INSTRUMENTS.

THE PARTIES HERETO EXECUTE THIS CONTRACT THROUGH THEIR AUTHORIZED REPRESENTATIVE.
AUTHORIZED AUTHORIZED
BY THE LENDER BY THE BORROWER

FULL NAME：ELIO MORANDIN NAME：

DATE： DATE：
TITLE: CEO TITLE：
PASSPORT #： PASSPORT #：
NATIONALITY：ITALIAN NATIONALITY：

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 BANKING COORDINATES LENDER BANK CO ORDINATES TO RECEIVE 5% ASSIGNMENT FEE & BANK
LIQUIDATION CHARGES
BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER

LENDER BANK CO-ORDINATES TO ISSUE MT760

BANK NAME
BANK ADDRESS
BANK OFFICER
SWIFT CODE
IBAN
ACCOUNT NAME
ACCOUNT NUMBER

BORROWER BANK CO ORDINATES TO RECEIVE BG/SBLC SWIFT MT760

BANK NAME
BANK ADDRESS
SWIFT CODE
BANK TEL/FAX/EMAIL
BANK OFFICER
ACCOUNT NAME
ACCOUNT NUMBER

BORROWER AND LENDER RESERVE THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANYTIME
BY PROVIDING WRITTEN REQUEST TO THE UNDERSIGNED, THE RECEIVING BANK IS DIFFERENT TO SENDING BANK.
(IT’S OUR BANK REGULATIONS AND PROCEDURE).

IN CONSIDERATION OF THE MUTUAL BENEFITS TO BE DERIVED BY THE ASSOCIATES OR AFFILIATED INDIVIDUALS,

AGENTS, COMPANIES, DESIGNEES, TRUSTEES OR EXECUTORS, IT IS UNDERSTOOD AND AGREED THAT THE PARTIES
HERETO ARE MUTUALLY DESIROUS OF EFFECTING THIS BUSINESS TRANSACTION IN CO-OPERATION WITH ONE
ANOTHER FOR THEIR MUTUAL BENEFIT AND ALL SIGNATORY PARTIES AGREE TO ABIDE BY THE FOLLOWING TERMS
AND CONDITIONS:

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1. EACH PARTY AGREES THAT THEY WILL NOT MAKE ANY CONTACT WITH, DEAL WITH OR BE INVOLVED WITH
INDIVIDUALS, TRADER AND INVESTOR INTRODUCED BY ANOTHER SIGNATORY WITHOUT SPECIFIC PERMISSION OF
THE INTRODUCED SIGNATORY FOR THE INVESTOR.

2. THE SIGNATORY AGREES TO KEEP CONFIDENTIAL THE IDENTITY OF AND ALL CONTACTS SO PROVIDED BY ANY
OTHER SIGNATORIES.

3. THE PARTIES HERETO AGREE THAT ALL COMMISSIONS OR FEES AS AGREED BY THE PARTIES SHALL BE PAID IN
FULL AT THE END OF EVERY TRANSACTION.

4. THIS AGREEMENT SHALL BE LEGALLY BINDING ON THE PARTIES HERETO, THEIR PRINCIPALS, EMPLOYEES,
REPRESENTATIVES, AGENTS AND ASSIGNS IN ALL COUNTRIES OF THE WORLD.

5. THE PARTIES HERETO AFFIRM THAT IN EVERY CASE THEY WILL ACT WITH THE HIGHEST STANDARDS OF ETHICS
AND HONESTY IN ALL THEIR DEALINGS.

THIS AGREEMENT SHALL BE RESPECTED AND HONORED AT ALL TIMES, UNLESS OTHERWISE MUTUALLY AGREED
UPON AND ANY PARTY WILL PERMIT NO ATTEMPT OR HINT OF CIRCUMVENTION.

EACH OF THE ABOVE PARTIES AGREES AND UNDERSTANDS THAT ANY OVERT OR COVERT ACTION OF
CIRCUMVENTION PRESCRIBED BY THIS AGREEMENT SHALL BE A FRAUDULENT ACT AGAINST THE OTHER PARTY AND
WILL BE SUBJECT TO JUDICIAL ACTION, RECOMPENSE FOR DAMAGES, POSSIBLE PUNITIVE DAMAGES AND
INJUNCTIVE RELIEF IMPOSED BY THE LEGAL PROCESS.

SIGNED AND SEALED BY BORROWER

___________________________
REPRESENTED BY:
POSITION:
PASSPORT NO:
ISSUE DATE:
EXPIRY DATE:
COUNTRY OF ISSUE:

SIGNED AND SEALED BY LENDER

___________________________
REPRESENTED BY:
POSITION: AUTHORIZED SIGNATORY
PASSPORT NO:
ISSUE DATE:
EXPIRY DATE:
COUNTRY OF ISSUE:

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 BORROWER’S COMPANY CORPORATE RESOLUTION.
HIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF XXXXXXXXXXXXXXX HAVING ITS CONTACT ADDRESS IS
XXXXXXXXXXXXXXXXX(HEREINAFTER REFERRED TO AS THE “COMPANY”) HAVING A BOARD OF DIRECTORS MEETING
WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON JUNE 14, 2018 AT THE COMPANY’S ABOVE
REFERENCED CONTACT ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING
RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT:

RESOLVED: THAT MR. XXXXX HOLDER OF XXXXXXX PASSPORT NUMBER XXXXX DIRECTOR AND AUTHORIZED
SIGNATORY FOR AND ON BEHALF OF THE COMPANY, WAS FULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE SOLE
REPRESENTATIVE OF THE COMPANY TO EXECUTE ALL NECESSARY DOCUMENTS ON BEHALF OF THE COMPANY IN
CONNECTION WITH BANK INSTRUMENTS TRANSACTIONS AND TO EFFECT THE OPENING AND OPERATION OF
BANK ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE COMPANY AT ANY BANK(S) HE SHALL SELECT, AND
BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS DISCRETION AND
DETERMINATION, AND TO EXECUTE CONTRACTS WITH HIS SELECTED SOURCES AND BANKS THEREIN, AT HIS
DISCRETION, FOR AND IN THE BEST INTEREST OF THE COMPANY.

FURTHER RESOLVED: THAT MR. XXXXX DIRECTOR OF THE COMPANY, BE AND HEREBY IS AUTHORIZED AND
DIRECTED TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND THE 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
PURPOSE SET FORTH HEREIN ARE ACCOMPLISHED. IT IS FURTHER CERTIFIED THAT THIS CORPORATE RESOLUTION’S
FAX OR PHOTOCOPIES SHALL BE OF EQUAL VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY
EVERYONE, FOR ALL PURPOSES, EVERYWHERE. IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL
OF THE COMPANY IN CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS DAY OF

SIGNED BY THE DIRECTOR OF BOARD PARTY B (XXXXXXXXXXXXXXXX)

AUTHORIZED SIGNATORY
PRINT NAME: MR.
TITLE: DIRECTOR
COMPANY: XXXXXXXXXXXX LTD
PASSPORT NO:
ISSUING COUNTRY: XXXXXX

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 NON-CIRCUMVENTION AND NON-DISCLOSURE
ALL PARTIES DO HEREIN AGREE THAT THE NON-CIRCUMVENTION AND NON-DISCLOSURE RULES (NCND) OF ALL
ISSUES FROM THE ICC 200 APPLY TO THIS TRANSACTION FOR A PERIOD OF FIVE (5) YEARS FROM DATE OF
EXECUTION OF THIS AGREEMENT BY THE UNDERSIGNED, HIS OR HER ASSIGNS, AGENTS AND/OR HEIRS. THIS NCND
ALSO APPLIES TO ANY AND ALL OTHER TRANSACTIONS DIRECT OR INDIRECT INITIATED BY THESE INTERMEDIARIES.
THE UNDERSIGNED AGREES THAT THIS FEE PROTECTION IS ASSIGNABLE AND TRANSFERABLE TO THE BENEFICIARIES,
DESIGNS, HEIRS AND ASSIGNS UPON WRITTEN NOTICE OF ALL PARTIES, AND SHALL NOT BE AMENDED WITHOUT
THE EXPRESS WRITTEN CONSENT OF THE PARTIES. IF NO CONTRACT IS CONSUMMATED, THIS FEE PROTECTION
AGREEMENT IS NULL AND VOID IN ITS ENTIRETY.

ALL DISCLOSED BANKING INFORMATION SHALL BE STRICTLY CONFIDENTIAL. NO COMMUNICATION BETWEEN

BANKING OFFICERS. OTHER THAN TRANSMISSION BY SWIFT WIRE TRANFER AND ANY OTHER TRANSMISSION
SPECIFICALLY AUTHORIZED BY THE BENEFICIARIES, IS PERMITTED. ALL COMMUNICATION SHALL CLEARLY
REFERENCE THE TRANSACTION CODE, THE PROVIDER’S CODE AND THE RECEIVER’S CODE REFERRED TO HEREIN.
SHOULD A CONTRACT BE SIGNED BETWEEN THE PROVIDER AND RECEIVER, A BANK ENDORSED CORPORATE PAY
ORDER WILL BE ISSSUED TO THE PAYMASTER OF EACH GROUP, FOLLOWED BY A SWIFT WIRE TRANSFER TO THE
PAYMASTER’S ACCOUNT, WHEN PAYMENT FOR THE BANK INSTRUMENT IS COMPLETED. AN EXECUTED FACSIMILE
OR EMAIL COPY SHALL BE DEEMED TO BE AS AN ORIGINAL.

EXECUTED THIS XXXX XXXX 2018 BY RECEIVER (PARTY B)

______________________________________
AUTHORIZED SIGNATORY
PRINT NAME: MR.
TITLE: DIRECTOR
COMPANY:
PASSPORT NO:
ISSUING COUNTRY:

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 NON-SOLICITATION LETTER
I, MR XXXXXXXXX, DO HEREBY CONFIRM THAT I HAVE REQUESTED OF YOU AND YOUR ASSOCIATES, SPECIFIC
CONFIDENTIAL INFORMATION AND DOCUMENTATION REGARDING A CURRENTLY AVAILABLE PRIVATE
PLACEMENT PROGRAM TO SERVE FOR OUR INTEREST, PURPOSES AND UNDERSTANDING ONLY, AND NOT FOR
FURTHER DISTRIBUTION. WE ARE HEREBY AGREEING TO KEEP ALL INFORMATION RECEIVED BY YOU AS STRICTLY
CONFIDENTIAL AND PROPRIETARY.

I HEREBY DECLARE THAT I AM FULLY AWARE THAT THE INFORMATION PRESENTED BY YOU IS NOT IN ANY WAY
CONSIDERED OR INTENDED TO BE SOLICITATION OF FUNDS OF ANY SORT, OR ANY TYPE OF OFFERING, BUT IS
INTENDED FOR GENERAL KNOWLEDGE AND EDUCATIONAL PURPOSES ONLY. I AFFIRM THAT I HAVE REQUESTED
INFORMATION FROM YOU AND YOUR ASSOCIATES OF MY OWN CHOICE AND FREE WILL, AND FURTHER THAT YOU
HAVE NOT SOLICITED ME IN ANY WAY.

I UNDERSTAND THAT THE COMPLETED TRANSACTION IS STRICTLY ONE OF PRIVATE PLACEMENT, AND THAT IT IS IN
NO WAY RELYING UPON OR RELATING TO THE UNITED STATES SECURITIES ACT OF 195 OR RELATED REGULATIONS,
AND IT DOES NOT INVOLVE THE SALE OF REGISTERED SECURITIES.

FURTHER, I HEREBY DECLARE THAT I AM NOT A LICENSED BROKER OR GOVERNMENT EMPLOYEE. I HAVE MUTUALLY
AGREED THAT THIS PRIVATE PLACEMENT TRANSACTION IS EXEMPT FROM THE SECURITIES ACT, AND IS NOT
INTENDED FOR THE GENERAL PUBLIC, AND ALL MATTERS ARE FOR PRIVATE USE ONLY

SIGNED ON THIS DATE JANUARY 19, 2018 FOR AND ON BEHALF OF BORROWER:

______________________________________
SIGNATURE AND STAMP/SEAL
NAME :
DESIGNATION : CHIEF EXECUTIVE OFFICER
PASSPORT # :
NATIONALITY :
ISSUE DATE :
EXPIRY DATE :

AGREED AND SIGN THIS DATE JANUARY 19, 2018 FOR AND ON BEHALF OF LENDER

_________________________ (CORPORATE SEAL)

SIGNATURE AND STAMP/SEAL
NAME :
DESIGNATION :
PASSPORT # :
NATIONALITY :
ISSUE DATE :
EXPIRY DATE :

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IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)& IRREVOCABLE CORPORATE PAYMENT
ORDER
INSTRUMENTS BG/SBLC CASH-BACKED

TERM ONE (1) YEAR AND ONE (1) DAY

ISSUING BANK HSBC BANK LONDON / BARCLAYS BANK LONDON

AGE FRESH CUT CASHED BACKED

CURRENCY USD/EUR

FACE VALUE

BORROWER PRICE 5%+2% OF FACE VALUE PACKAGE

SETTLEMENT WIRE TRANSFER {SWIFT MT103}

DELIVERY MT-760 {BANK-TO-BANK SWIFT}

HARD COPY BONDED COURIER SERVICE {WITHIN THREE BANKING DAYS}

WE, BORROWER REPRESENTED BY ITS (TITLE / NAME OF REPRESENTATIVE) HOLDER OF (COUNTRY) PASSPORT NO.:
(XXXXXXX) ACTING WITH FULL COMPANY AUTHORITY AND RESPONSIBILITY, HEREBY IRREVOCABLY AND
UNCONDITIONALLY, WITHOUT PROTEST OR NOTIFICATION, WITHOUT PREJUDICE, RECOURSE, OR DELAY
GUARANTEE TO PAY THE FEE ENTITLED TO THE BENEFICIARIES LISTED IN THE FEE PROTECTION AGREEMENT SET
FORTH IN APPENDIX 2, VIA WIRE TRANSFER AT THE TIME OF SETTLEMENT OF EACH AND EVERY TRANCHE OF THE
TRANSACTION. THIS FEE AGREEMENT IS OUR IRREVOCABLE PAY ORDER TO THE INTERMEDIARIES IS AND SHALL
REMAIN A NON-SEPARABLE PART OF THE CONTRACT BETWEEN LENDER AND BORROWER.
WE CONFIRM THAT UPON THE EXECUTION OF THIS “FEE PROTECTION AGREEMENT” THIS DOCUMENT IS OUR
IRREVOCABLE PAY ORDER. THIS AGREEMENT-PAY ORDER SHALL BE LODGED IN OUR TRANSACTION BANK, AND A
COPY OF THE SAME DOCUMENT WILL BE FORWARDED BY BORROWER BANK TO LENDER’S BANK AND EACH
BORROWER GROUP´S PAYMASTER BANKING COORDINATES BY SWIFT COMMUNICATION WHICH IS DONE AT THE
SAME TIME WHEN MAKING THE INVOICE SETTLEMENT PAYMENT FOR THE SBLC/BG. THIS COMPANY PAY ORDER
SHALL REMAIN IN EFFECT UNTIL THIS TRANSACTION, INCLUDING ANY RENEWALS, EXTENSIONS AND ADDITIONS
ARE FULLY COMPLETED.
BOTH PARTIES AGREE THAT THE LENDER AND BORROWER BROKERS ARE ENTITLED TO 2% OF THE BG/SBLC FACE

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VALUE COMMISSION FEES. THESE COMMISSION FEES WILL BE SHARED BETWEEN THE BORROWER AND LENDER’S
BROKERS AS SPECIFIED HERE BELOW.
THE SAID CONSULTANCY FEE SHALL BE PAID UPON THE SUCCESSFUL CLOSING OF EACH AND EVERY TRANCHE
CONCURRENTLY WITH EACH PAYMENT OF THE INSTRUMENTS DELIVERED BY THE LENDER BY WIRE TRANSFER
FURTHER, THE COMMISSION FEES WILL BE FREE OF LEGAL IMPEDIMENT AND FREE OF ANY DEDUCTIONS,
INCLUDING BANK TRANSFER FEES, FOR THIS AND ALL SUBSEQUENT TRANSACTIONS BETWEEN THE PARTIES.

BORROWER HEREBY AGREE THAT THE BROKERS REFERRED TO IN THIS FPA SHALL BE AS FOLLOWS:

A. LENDER‘S AGENT BANK COORDINATES FOR 1% OF BANK GUARANTEE (BG)/STANDBY LETTER OF

CREDIT (SBLC) FACE VALUE: (CLOSED)

CONSULTANT FEE 1% CLOSED

PAYMASTER GROUP “A” LENDER’S REPRESENTATIVE
BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
SWIFT CODE
BANK OFFICER NAME
BANK TEL / FAX
BANK EMAIL
BENEFICIARY
SPECIAL INSTRUCTION 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:
XXXXXXXXXXXXXXXXXXX@XXXXXXXX FOR LEGAL VERIFICATION AND
DOCUMENTATION PURSUANT TO PATRIOT ACT/BANKING REGULATIONS WITH
ONE ORIGINAL CONTRACT COPY TO BE FILED WITH BANK.
REQUIRED MESSAGE 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. FUNDS ARE CLEAN AND CLEAR OF NON-CRIMINAL ORIGIN. THIS
IS DONE WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE
SOURCE OF FUNDS SENT TO US.” FOR SAME DAY SETTLEMENT.
NOTICE PAYMASTER RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED
HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE PAYER.

B. BORROWER‘S AGENT BANK COORDINATES FOR 1% OF BANK GUARANTEE (BG)/STANDBY LETTER OF

CREDIT (SBLC) FACE VALUE

CONSULTANT FEE 1% OPEN

PAYMASTER GROUP “A” BORROWER’S REPRESENTATIVE
BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
SWIFT CODE
BANK OFFICER NAME
BANK TEL / FAX
BANK EMAIL
BENEFICIARY
SPECIAL INSTRUCTION SAME DAY TRANSFER AND IMMEDIATE CREDIT - CURRENCY: EURO OR US

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 DOLLARS. ALL WIRE TRANSFERS SHALL INCORPORATE BELOW TEXT MESSAGE
AND A COPY OF BANK WIRE TRANSFER SLIP SHALL BE EMAILED TO:
XXXXXXXXXXXXXXXXXXX@XXXXXXXX FOR LEGAL VERIFICATION AND
DOCUMENTATION PURSUANT TO PATRIOT ACT/BANKING REGULATIONS WITH
ONE ORIGINAL CONTRACT COPY TO BE FILED WITH BANK.
REQUIRED MESSAGE 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. FUNDS ARE CLEAN AND CLEAR OF NON-CRIMINAL ORIGIN. THIS
IS DONE WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE
SOURCE OF FUNDS SENT TO US.” FOR SAME DAY SETTLEMENT.
NOTICE PAYMASTER RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED
HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE PAYER.

IMPROPER RELEASE OF THE ABOVE BANKING INFORMATION, FOR ANY REASON, WITHOUT THE WRITTEN PRIOR
AUTHORIZATION OF OTHER PARTY, SHALL BE CONSIDERED AS A BREACH OF CONTRACT AND WILL MAKE A
DEFAULTED PARTY TO BE LIABLE FOR DAMAGES SUSTAINED HEREBY. EACH PARTY IS NOT ALLOWED TO CONTACT
THE OTHER PARTY'S BANK WITHOUT EXPRESSED WRITTEN PERMISSION. ANY PARTY ATTEMPTING TO DO SO WILL
LEAD TO CANCELLATION OF THIS TRANSACTION/CONTRACT.
THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT& IRREVOCABLE CORPORATE PAYMENT ORDER AND THE
PAYMENT OF CONSULTING FEES HEREIN ARE SUBJECT TO THE INTERNATIONAL CHAMBER OF COMMERCE “ICC”
AND THE ICC ARBITRATION ACT AS ADOPTED BY THE ICC OFFICE IN HONG KONG, BY THREE ARBITRARY APPOINTEES
IN ACCORDANCE WITH ICC RULES. ALL NC/ND 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 PARTIES 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 BORROWER/PAYER. UPON EXECUTION OF THE AGREEMENT AND THE FINAL
AGREEMENT AND PRIOR TO, OR SIMULTANEOUSLY WITH THE FIRST TRANSACTION, WE GUARANTEE THAT THIS
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER WILL BE
LODGED WITH THE BORROWER’S/PAYER’S BANK.

THE BORROWER’S/PAYER’S BANK SHALL PROVIDE THE BENEFICIARIES BY E-MAIL OR BY TELE/FAX WITH COPIES OF
THE SWIFT RELATED TO ALL PAYMENT INSTRUCTIONS UPON THE CLOSING OF EACH AND EVERY TRANSACTION OF
THE ABOVE TRANSACTION.

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SIGNED ON THIS DATE JANUARY 19, 2018 FOR AND ON BEHALF OF BORROWER:

______________________________________
SIGNATURE AND STAMP/SEAL
NAME :
DESIGNATION : CHIEF EXECUTIVE OFFICER
PASSPORT # :
NATIONALITY :
ISSUE DATE :
EXPIRY DATE :

AGREED AND SIGN THIS DATE JANUARY 19, 2018 FOR AND ON BEHALF OF LENDER

_________________________ (CORPORATE SEAL)

SIGNATURE AND STAMP/SEAL
NAME :
DESIGNATION :
PASSPORT # :
NATIONALITY :
ISSUE DATE :
EXPIRY DATE :

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 PASSPORT COPY (LENDER)

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 PASSPORT COPY (BORROWER)

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 CLIENT INFORMATION SHEET
BUSINESS INFORMATION:
COMPANY NAME:
REG. ADDRESS:
PHONE NO:
FAX:
MAIL ADDRESS:
EMAIL:
PRINCIPAL INFORMATION:
CLIENT NAME:
NATIONALITY:
PASSPORT NO:
DATE OF ISSUE:
DATE OF EXPIRY:
DATE OF BIRTH
PLACE OF BIRTH:

NAME OF BANK
BANK ADDRESS
BANK ACCOUNT NAME
BANK ACCOUNT NUMBER
BANK SWIFT CODE
BANK OFFICER NAME
BANK TEL / FAX NO.
BANK EMAIL

LEGAL COUNSEL
ADDRESS
TELEPHONE NO.
FACSIMILE NO.

FUNDS INFORMATION:
ORIGIN
ARE FUNDS CLEAN AND
CLEAR?
BRIEF CORPORATE ACTIVITIES

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DECLARATION: I HEREBY SWEAR UNDER PENALTY OF PERJURY, THAT I, AND CERTAIN BOARD MEMBERS ARE THE
SIGNATORIES OF THE ACCOUNT AND THAT THE FUNDS/ASSETS BELONG TO
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

THE INFORMATION PROVIDED HEREIN IS ACCURATE AND TRUE. ALL FUNDS ENGAGED IN THIS TRANSACTION ARE
DERIVED FROM NON-CRIMINAL ORIGIN; AND, ARE GOOD, CLEAN AND CLEARED. THE ORIGINS OF FUNDS ARE IN
COMPLIANCE WITH ANTI-MONEY-LAUNDERING POLICIES AS SET FORTH BY THE FINANCIAL ACTION TASK FORCE
(FATF) 6/01.

SIGNED ON THIS DATE JANUARY 19, 2018 FOR AND ON BEHALF OF BORROWER:

______________________________________
SIGNATURE AND STAMP/SEAL
NAME :
DESIGNATION : CHIEF EXECUTIVE OFFICER
PASSPORT # :
NATIONALITY :
ISSUE DATE :
EXPIRY DATE :

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 PROPOSED TRANCHE SCHEDULE
TRANCHE NO. DAY WEEK FACE VALUE GRAND TOTAL AMOUNT

1)

REMARKS:

SHALL ROLL AND EXTEND AFTER DELIVERY, PAYMENT AND PERFORMANCE OF INITIAL TRANCHE AS PER PARTIES
MUTUAL AGREEMENT THEREAFTER.

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 CERTIFICATE OF INCORPORATION (LENDER)

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 CERTIFICATE OF INCORPORATION (BORROWER)

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 APPENDIX A

BANK REFUND UNDERTAKING LETTER

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

ATTN :

RECEIVING BANK :
ADDRESS :

Transaction Code No :
Provider Code No :
Buyer Code No :

Beneficiary : xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx.

Subject : Deed of Agreement Dated on 5th MARCH 2018 between xxxxxxxxxxxxxxxxxxx and
FUNNY SA

BANK REFUND UNDERTAKING LETTER

PURSUANT TO OUR EXECUTION OF DEED OF AGREEMENT DATED, I AND THE UNDERSIGNED, HEREBY IRREVOCABLY
ATTEST WITH FULL LEGAL RESPONSIBILITY UNDER PENALTY OF PERJURY THAT WE ARE READY, WILLING AND ABLE
TO DELIVER FRESH CUT BANK GUARANTEE IN THE CONTRACT AMOUNT OF AMOUNT IN WORDS. (EURO xxxxxxxx
MILLION EURO) TO YOUR NOMINATED BANK ACCOUNT.

THE BANK GUARANTEE WILL BE ISSUED FROM (ISSUING BANK NAME) AND DELIVERED VIA SWIFT MT760 TO YOUR
RECIPIENT BANK ACCOUNT WITH (RECEIVING BANK NAME) AT YOUR REQUESTED TIME AFTER RECEIPT AND
CONFIRMATION OF YOUR PAYMENT OF AMOUNT IN WORDS (AMOUNT IN FIGURE) MADE IN FAVOR OF OUR
DESIGNATED BANK ACCOUNT WITH BANK NAME AS PER ATTACHED INVOICE BEING SWIFT PROCESSING AND
TRANSMISSION FEE FOR DELIVERY OF FRESH CUT BG TO YOUR DESIGNATED ACCOUNT FOR VERIFICATION AND
AUTHENTICATION BEFORE DELIVERY OF THE HARD COPY VIA BANK BONDED COURIER TO YOUR DESIGNATED
DEPOSITORY BANK.

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WE HEREBY UNDERTAKE TO REFUND AFORESAID AMOUNT IN WORDS (EURO xxxxxx MILLION ONLY) TO YOU
(FUNNY SA) AT THE END OF TRANSACTION / CLOSURE OR YOU MAY DEDUCT THE SAME FROM THE PAYMENT OF
LEASE FEE.

FURTHER, WE ALSO IRREVOCABLY UNDERTAKE TO REFUND SWIFT PROCESSING AND TRANSMISSION FEE WITHIN
MAX TWO (2) BANKING DAYS, PLUS ATTORNEY FEES AND 2% FAILURE PENALTY SHOULD (ISSUING BANK NAME)
DEFAULT TO DELIVER THE BG VIA SWIFT MT760 TO YOUR BANK ACCOUNT AT YOUR REQUESTED TIME AFTER
RECEIPT AND CONFIRMATION OF YOUR WIRE TRANSFER PAYMENT IN OUR ACCOUNT.

SELLER’S SIGNATURE BANK OFFICER’S SIGNATURE

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 APPENDIX B
(SBLC ICC 600)SAMPLE SWIFT MT-760 FROM ISSUING BANK TO BORROWER BANK
(BORROWER MAY CHANGE TO THEIR BANK VERBIAGE)
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐MESSAGE HEADER‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
SWIFT INPUT: MT-760
SENDER
BANK NAME
BANK ADDRESS:
SWIFT CODE:
BANK OFFICER:
AMOUNT:
ACCOUNT NAME:
ACCOUNT NUMBER:

RECEIVER
BANK NAME :
ADDRESS :
ACCOUNT NAME :
ADDRESS :
ACCOUNT NUMBER ():
SWIFT CODE :
PHONE NO. :
FAX NO. :
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐SWIFT MESSAGE TEXT‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
SUBJECT :
AMOUNT :
BENEFICIARY :
TRANSACTION CODE :

TO:

ADDRESS:
SWIFT CODE:

FOR BENEFIT OF
FROM:
ADDRESS:
SWIFT CODE:

FOR VALUE RECEIVED, WE, (NAME & ADDRESS OF ISSUING BANK), HEREBY IRREVOCABLY AND UNCONDITIONALLY,
WITHOUT PROTEST AND NOTIFICATION, PROMISE TO PAY AGAINST THIS STAND BY LETTER OF CREDIT TO THE
ORDER OF /ASSIGNS AS THEIR INTERESTS MAY APPEAR, THE BEARER OR HOLDER THEREOF, AT MATURITY THE SUM

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OF $XXX,000,000.00 (IN WORDS) IN THE LAWFUL CURRENCY OF THE UNITED STATES OF AMERICA, UPON
SURRENDER AND PRESENTATION OF THIS STAND BY LETTER OF CREDIT AT OUR OFFICE AT (ADDRESS OF ISSUING
BANK), BUT NOT LATER THAN 15 (FIFTEEN) DAYS AFTER MATURITY DATE OF THIS SBLC.
SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND FREE AND CLEAR OF ANY DEDUCTION OR CHARGE, FEE
OR WITHOLDING OF ANY NATURE PRESENTLY OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED, WITHELD OR
ASSESSED BY THE GOVERNMENT OF (ISSUING COUNTRY) OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF
OR THEREIN.
THIS SBLC IS FREELY TRANSFERABLE, ASSIGNABLE AND DIVISIBLE WITHOUT PRESENTATION OF IT TO US AND
WITHOUT THE PAYMENT OF ANY TRANSFER FEE OR CHARGE.
THIS SBLC IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEE AS SET FORTH BY THE INTERNATIONAL
CHAMBER OF COMMERCE, PARIS, FRANCE, ICC PUBLICATION NO. 758, 2010 REVISION.
THIS SBLC SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF (ISSUING COUNTRY).
ALL BANKING CHARGES ARE FOR THE ACCOUNT OF APPLICANT.
THIS IS AN OPERATIVE INSTRUMENT AND NO FURTHER MAIL CONFIRMATION WILL FOLLOW.

FOR AND ON BEHALF OF

[NAME OF THE ISSUING BANK]
[ADDRESS OF THE ISSUING BANK BANK]

--------------------------------- ----------------------------------
AUTHORISED BANKER AUTHORISED BANKER

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 APPENDIX C
BANK GUARANTEE ICC 758 TO BE DELIVERED VIA SWIFT MT 760
(BORROWER MAY CHANGE TO THEIR BANK VERBIAGE)

(TEXT AS PER ISSUING BANK/BANK GUARANTEE FORMAT ICC 758 MAY VARY PER INDIVIDUAL BANK’S REGIONAL PRACTICE.)

DATE:
FROM:
TO:
BANK GUARANTEE NO:
CUSIP NO:
CURRENCY CODE: EURO
DATE OF ISSUE:
DATE OF MATURITY:
APPLICANT:
BENEFICIARY:
AMOUNT: EURO€XX,000,000,000.00 (XXXXXXXXX EURO)
WE HEREWITH OPEN OUR BANK GUARANTEE NO ________________ AS FOLLOWS:

FOR VALUE RECEIVED BY US, WE (ISSUING BANK) HEREBY IRREVOCABLY AND UNCONDITIONALLY WITHOUT PROTEST OR
NOTIFICATION PROMISE TO PAY AGAINST THIS BANK GUARANTEE NO:____________ IN FAVOR OF THE SUM OF
EURO€XX,000,000,000.00 (XX BILLION EURO) IN THE LAWFUL CURRENCY OF THE EUROPEAN DOLLAR 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 GUARANTEE IS TRANSFERABLE, DIVISIBLE 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: 758
AND ITS LATEST REVISIONS.

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

AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE

________________ _________________
BANK OFFICER BANK OFFICER
PIN BANK SEAL PIN

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, ‘‘ELECTRONIC SIGNATURES IN GLOBAL & NATIONAL COMMERCE ACT’’ OR SUCH OTHER APPLICABLE LAW

----------------------------END OF DOCUMENT----------------------------

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