TRANSACTION CODE:

BUYERS CODE:

SELLERS CODE:

LETTER OF INTENT/DEED OFAGREEMENT (LOI/DOA)

Date:

To: SBLC Provider

Att: CEO

Via: Provider Mandate

Via: Buyer’s Mandate

I,xxxxxxx, holder of Passport No. xxxxxxx,authorized signatory as Managing Director ofxxxxxxxxxxx(hereinafter referred as “The Buyer”) hereby confirm with full legal responsibility, under penalty of perjury of law that we are ready, willing and able to purchase the following bank instruments, under the conditions described below with good, clean clear unencumbered funds of non-criminal origin.

Bank Instruments Particulars:

Instruments:BANK GUARANTEE ICC500/600

Currency:Euro (€)

Bank Menu:Deutsche, Barclay, HSBC London

Age: One (1) year and One (1) Day

Interest Rate : Zero Percent (0%)

Contract Amount:500,000,000.00 € (Five Hundred Million Euros) with R&E

Tranches:500,000,000.00 € (Five Hundred Million Euros)

Denomination:As to be agreed

Invoice Price:43% (Forty FivePercent)of Bank Guarantee full face value include

2% (Two Percent) Consultant Fee

Consultant Fee:2% (Two Percent) of face value SBLC paid by Buyer

Transaction Mode:Proforma Invoice/MT799 (POF) /MT760/MT103

Payment:SWIFT MT799 /MT103

Delivery:MT760 / BG Hard Copy by Bank Courier

Closing Procedures for the Transaction:

1. The Buyer submits this LOI with full Banking Coordinates, Corporate Profile (Client’s Information Sheet), Non Solicitation Letter, Board of Directors’ Resolution, Master Fee Protection Agreement and a clear large color copy of the Buyer Signatory’s passport.

2. The Seller signs this LOI providing Seller’s full Banking Coordinates and returns it to the Buyer within Five (5) working days . The LOI upon being signed by the seller and returned by the Seller to the Buyer shall then become a formal legally binding Contract between both parties. Both parties shall lodge the LOI and IMFPA with their respective Banks within two (2) international banking days and the Seller issue Corporate Invoice and send it to the Buyer by email ( Appendix 5)

3. Within two (2) international banking days of the Buyer receive Corporate Invoice from the Seller, , The Buyer’s bank issues POF via SWIFT MT799 with total amount of forty five percent (45%) of BG/SBLC’s face value to Seller’s designated bank as ( Appendix 6)

4. Upon verification and authentication of POF SWIFT MT799, within two (2) international banking days the Seller’s bank sends the Bank Guarantee (BG) to Buyer’s designated bank via SWIFT MT-760 as (Appendix 7) .

5. Upon verification and authentication of Bank Guarantee (BG) SWIFT MT760, the Buyer’s bank shall release payment by SWIFT MT103 unconditional to Seller’s designated bank , including commission to the respective consultants according to the Irrevocable Master Fee Protection Agreement (IMFPA Appendix 11).

6. The hard copy of the Bank Gurantee (BG) is delivered to the Buyer’s bank within seven (7) banking days by bank-bonded courier.

7. Subsequent tranches will be based on the same procedures until collateral is exhausted.

8Any unauthorized calls by any party or its representative lawyers to probes or communication of the party’s bank(s) shall be prohibited without expressed written permission.

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BUYER’S BANKING CO-ORDINATES FOR RECEIVING MT760 BG& SENDING MT 799 POFMT103

Bank:
Address:
Account Name:
Account No.:
Acct. Signatory Name:
Bank Officer:
Bank Officer Telephone:
Bank Officer Facsimile:
S.W.I.F.T.:
Bank Officer E-Mail

SELLER’S BANKING CO-ORDINATES TO ISSUE MT760BG:

Bank:
Address:
Account Name:
Account No.:
Acct. Signatory Name:
Bank Officer:
Bank Officer Telephone:
Bank Officer Facsimile:
S.W.I.F.T.:
Bank Officer E-Mail

IMPORTANT NOTE:SELLER RESERVES the right TO USE ANY BANK ACCOUNT TO RECEIVE BANK charges OR HIS FEE.

The name of the Beneficiary to appear on the face of the BG is : xxxxxxxxx

Neither Party may assign or transfer this Agreement without express written consent of the Parties.

SELLER’S BANKING CO-ORDINATES TO RECEIVE POF MT799&PAYMENT(MT103):

Bank:
Address:
Account Name:
Account No.:
Acct. Signatory Name:
Bank Officer:
Bank Officer Telephone:
Bank Officer Facsimile:
S.W.I.F.T.:
Bank Officer E-Mail

GENERAL PROVISIONS & CONDITIONS:

The Buyer and the Seller do hereby agree and mutually acknowledge to each other as follows:

  1. Parties are not allowed to contact the other Party’s bank without express written permission. Any Party attempting to do so will lead to cancellation of this Agreement and invoke the penalties described in Paragraph 16, below. For greater clarity, any telephone calls, facsimile or other prohibited forms of communication shall cause the immediate cancellation of this transaction and incur a liability for damages on the part of the breaching Party.
  2. Each Party warrants and represents that it has full power and authority to enter into this Agreement and to perform the transaction as per the terms stated herein.
  3. The Parties agree that the Non-Circumvention / Non-Disclosure rules of all issues from the (International Chamber of Commerce) ICC up to and including the latest edition apply and shall remain effective for a period of five years from the date of execution of this Agreement. All information contained herein including banking information and codes are privileged information and represent the sole property of the Party from which they originate.
  4. The terms of this Agreement are binding upon the Parties whose signatures appear herein. The Parties to this Agreement and their respective employees, agents, associates/affiliates, transferees, assignees or designees agree to be bound by the Non-Circumvention / Non Disclosure and Force Majeure provisions of the ICC as mentioned in Paragraph 3 above.
  5. This Agreement is subject to the domestic laws of any country properly having jurisdiction over the subject-matter of this Agreement. The Parties agree that they will strive to resolve all disputes amicably. All disputes arising out of or in connection with the present Agreement that cannot be resolved amicably shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce in Paris, France, by one or more arbitrators appointed in accordance with the said Rules. The language of Arbitration shall be English and the governing law shall be the law of England. The arbitration award shall be considered as final and shall be binding upon both Parties. The arbitration fee shall be paid by the losing Party.
  6. Neither Party may assign, transfer or delegate its interest or duties without prior written consent of the other Party. No modification, amendment or supplement of this Agreement shall be binding unless it is in writing and signed by both the Buyer and the Seller.
  7. If any provision of this Agreement shall be or become prohibited or invalid under any applicable law, rule or regulation, then such provision shall be deemed ineffective to the extent of such prohibition or invalidity only, without thereby invalidating any of the remaining terms or provisions of this Agreement.
  8. Neither Party hereto is making any representation regarding the tax consequences, if any, of the transactions envisaged herein. It is understood that the Buyer and the Seller individually accept responsibility and liability for any/all taxes, imposts, levies, duties or charges that may be applicable in the execution of their respective roles and the discharge of this Agreement.
  9. The Buyer and the Seller shall be responsible only for those commissions/fees that they have respectively agreed, in writing, to pay.
  10. Each Party shall indemnify and hold harmless the other Party against any and all claims, demands, damages or expenses of any nature arising out of the execution or implementation of this Agreement for a period beginning with the execution of this Agreement and ending three (3) years after the date of the completion of all acts contemplated in this Agreement.
  11. The Parties hereby agree that the Parties have entered into this private transaction at their sole discretion and no one Party has solicited the other Party in any way neither it can be considered as the solicitation of funds. This transaction is strictly of a private nature between the private Parties which is being defined by this private Agreement. This transaction does not and shall not be interpreted as the sale of securities as defined by the Securities Act of 1933/34 of the United States of America as amended and/or any other laws of any other nation related to the securities transaction. This transaction/Agreement is exempted from the Securities Act and would not be required to be registered with any authority or with any government body department.
  12. This Agreement embodies the entire understanding of the Parties hereto. There are no other Agreement, understandings, representations or warranties, whether written or oral, in effect between the Parties. The Parties acknowledge that this Agreement is the sole governing document between the Parties. The Parties agree that this Agreement supersedes any and all prior correspondence, Agreements or drafts, which shall be null and void and of no further force and effect.
  13. Should any of the Parties, Agreement has been signed, fail to perform or act in a manner forbidden by this Agreement, the failing Party shall indemnify the other Party for an amount equal to 2% of the face value of the SBLC’s that are the object of the transaction. One half of the said two percent (2%) shall be paid to the aggrieved Principal and the balance proportionally distributed to all Intermediaries as per IMFPA , The Intermediaries shall also have the right to independently make a legal claim if the aggrieved Principal does not make a claim in any court of jurisdiction against the Party failing to perform.
  14. All terms, condition and closing procedures of this Agreement shall be binding upon and inure to the benefit of the Parties hereto, and their respective heirs, legal representative, successor and assigns.
  15. These documents may be signed in counterparts, which when taken together shall constitute an original. This document may also be transmitted by facsimile or email and shall be deemed as original for the purposes of enforceability. The Parties declare that they have read this entire Agreement and have clearly understood the same to its fullest.
  16. As mentioned in the Procedures above, should the Buyer default to pay the purchase price to the Seller and the consultants’ commission fees as agreed upon confirmation of SBLC MT760 in the Buyer’s bank account, Seller will instruct the issuing bank to put a claim on the SBLC thereby obliging the Buyer’s Bank to return the SBLC MT760 to the issuing Bank.
  17. We hereby acknowledge and confirm that neither the Collateral Provider northeir associates, nor any person on their behalf solicited me in any way whatsoever that can be construed to be a solicitation herein.We hereby confirm with full authority that the above terms are agreed and acceptable.
  18. The following Appendixes form are an integral part of this Agreement

Appendix 1 : Tranche Schedule

Appendix 2 : Client Information Sheet (CIS)

Appendix 3 : Buyer’s Corporate Resolution

Appendix 4 : Non-Solicitation Statement

Appendix 5 : Proforma Invoice

Appendix 6 : POF MT799

Appendix 7 : BG verbiage (Format ICC….) via SWIFT MT760

Appendix 8 : Buyer’s Copy Passport

Appendix 9 : Buyer’s Company Registration

Appendix 10: Seller’s Copy Passport

Appendix 11:Irrevocable Master Fee Protection Agreement Sign by Buyer

Appendix 12: Buyer’s Bank Endorsement

We “xxxxxxxxxxxx“ (the Buyer) hereby acknowledge and confirm that neither the Seller northeir associates, nor any person on their behalf solicited us in any way whatsoever that can be construed to be Solicitation under the law.

We hereby confirm with full authority that the above terms are agreed and acceptable.

In witness whereof, the Parties hereto subscribe their signatures this xxxxx Day of xxxxxx 2013 and by doing so hereby affirm and aver that each Party understands, agrees and accepts all the terms and conditions contained herein affix their signatures below and initials upon all XXX pages of this Agreement.

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Signed this agreement on thisXXXX, XXXX,2013

For and on behalf of Buyer:xxxxxxxxxxxxxx

INFORMATION PROVIDED BY ME HEREIN IS ACCURATE AND TRUE. SIGNED AND SEALED

______

Name:

Designation:

Passport No:

Issue Date:

Expiry Date:

Signing Date:

Nationality:

Phone No. :

Mobile No.:

Fax No.:

E-mail:

For and on behalf of Seller:

Name:

Designation:

Passport No.:

Issue Date:

Expiry Date:

Signing Date:

Nationality:

Phone No.: -

Mobile No.: -

Fax No.: -

E-mail:

“Appendix 1 : TrancheSchedule”

Tranches / BG Quantity / BG Face Value / Total Face Value of BG’s
First Tranche / ONE (1)
BG / Five Hundred Million Euro (€500,000,000.00) / Five Hundred Million Euro (€500,000,000.00)
Total Amount of Agreement / Five Hundred Million Euro (€500,000,000.00)

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“Appendix 2 : ClientInformationSheet (CIS)”

InaccordancewithArticlestwo(2)throughfive(5)oftheDueDiligenceConventionandtheFederal MarketingCommissionCircularofDecember1998,concerningthepreventionofmoneylaundering,the followinginformationmaybesuppliedtobanksand/orotherFederalInstitutionsforpurposesofverification.
1) / Buyer’s Company Name / :
BusinessAddress / :
Register Office / :
BusinessRegistrationNo. / :
Telephone No. / :
Facsimile No. / :
E-MailAddress / :
Skype Id / :
2) / RepresentedBy / :
Nationality / :
PassportNo. / :
DateifIssue / :
DateofExpiration / :
DatePlaceof Birth / :
Address / :
Telephone/Fax andMobile# / :
E-MailAddress / :
3) / Bank Detail
NameofBank: / :
BankAddress: / :
BankAccountName / :
BankAccountNumber / :
BankSWIFTCODE / :
ROUTING No./IBAN / : / -
BankOfficerNameTitle
Officer Tel/Fax No. / :
Bank Officer E-Mali
4) / FundsInformation
Origin / :
AreFundscleanandClear? / :
BriefCorporate Activities / :
Declaration:Iherebyswearunderpenaltyofperjury,thattheinformationprovidedisbothtrueandaccurate. Iamthesignatoryontheaforementionedbankaccount.Allmoniesengagedinthistransactionarederived fromnon-criminalorigin;and,aregood,cleanandcleared.Theoriginsoffundsareincompliancewith Anti-Money-LaunderingPoliciesassetforthbytheFinancialActiontaskForce(FATF)6/01.

Signature:

______

Authorized Signature

Name:

Title:

Passport No.:

Country:

Issue Date:

Expiry Date:

“Appendix 3 : Board of Director’s Resolution”

RESOLUTION OF THE BOARD OF DIRECTORS

COMPANY

Minutes of the meeting of the Board of Directors, held onSunday, 07 October 2018

Articles of Incorporation of the Company

A special meeting of the Board of Directors of xxxxxxxxx(hereinafter referred to as “Corporation”) was duly held in accordance with the Articles of Association/By Laws of the Corporation.

Present at the meeting were the following Directors:

Director and Chairmanxxxxxxxxxx

Acting as General Managerxxxxxxxx

The meeting of the Directors undertook the following Corporate Resolution, which has been recorded in the Minute of the Book of the Corporation.

It was unanimously resolved to utilize funds/assets in deposit at (name of the Bank) for an investment opportunity.

Additionally it was unanimously resolved, that xxxxxx, Director of the Corporation since xxx/xxx/20xx and authorized signatory of the funds/assets on deposit, is authorized to use corporate bank accounts, to enter into instrument and fee agreements as necessary, to make selections as to which investment will suit best the placement of these funds/assets so as to assure the anticipated financial returns and to receive and distribute all profits from the investment.

The necessary authority and powers required to undertake these tasks and responsibilities are hereby granted to:

Name: xxxx

Passport No.: xxxxx

Country of Origin: xxxxxxx

It is therefore, unanimously resolved that the appointed officer and director shall have the authority to negotiate all details and sign the final contract with the officer representing the investment and bank officers.

There being no further business, the meeting was declared adjourned, and in witness thereof, the directors signed below on the date first written above.

Signed and sealed this xxxx,xxxx.2013

Director and Chairman of xxxxxxx

(Signature) (Seal)

______

Authorized Signature

Name:

Title:

Passport No.:

Country:

Issue Date:

Expiry Date:

Signed and sealed this xxxx,xxxxxx .2013

“Appendix 4 : Non-Solicitation Statement”

To: BG Provider Co.

Att: CEO

Via: PROVIDER MANDATE

Via : BUYER’S MANDATE

I,xxxxxxxx .asauthorizedsignatory,doherebyconfirmthat I haverequestedofyouandyourorganization,specificconfidentialinformationanddocumentationonbehalfofmyselfregardingcurrentlyavailablefundsexchangeagainstbankinstruments,toserveonlymyinterest,educationandnotforfurtherdistribution.

I,amherebyagreeingthatallinformationreceivedfromyouisindirectresponsetomyrequestandisnotinanywayconsidered,orintendedtobeasolicitationoffundsofanysortortypeofoffering,andformygeneralknowledgeonly.Iherebyaffirmunderpenaltyofperjury,that I haverequestedthisinformationfromyouandyourorganizationofmychoiceonmyfreewillandfurther,thatyouhavenotsolicitedmeinanyway.

Ihereinrepresentthat I amnotaninformant,noramiassociatedwithanygovernmentagencysuchas Secret Service, IRS, FBI, CIA, SEC, Banking Commission,oranyagencywhosepurposeistogatherinformationregardingsuchoffering.

Iunderstandthatthecontemplatedtransactionisstrictlyexchangingfundsagainstbankinstrumentsandisnowayrelyingupon,orrelatingtotheUnited Statessecurityactof1933,asamendedorrelatedregulations,anddoesnotinvolvethesaleofsecurities. Further, I herebydeclarethatyou,theprovider,havedisclosedthatyouarenotalicensedsecuritytrader,attorney,bankofficer,certifiedpublicaccountantorfinancialplanner.

Anyinformation,workorserviceconductedhereunderisthatofaprivateindividualandthatthisisatransactionthatisexemptfromsecuritiesactandnotintendedforthegeneralpublic,but “justformyprivateuseonly”

For and on behalf of xxxxxxx

“Appendix 5 : Proforma Invoice”

The ..th ...... 2013

INVOICE ......

Transaction code......

Sellers Code ......

………………………………………..

E mail……………………………

We ……………………… issue hereby our Invoice for the delivery of fresh cut Bank Guarantee With the following characteristic

Instruments:BANK GUARANTEE ICC 500/600

Currency:Euro (€)

Bank Menu:Deutsche, Barclay, HSBC London

Age: One (1) year and One (1) Day

Interest Rate : Zero Percent (0%)

Contract Amount:500,000,000.00 € (Five Hundred Million Euros) with R&E

Tranches:500,000,000.00 € (Five Hundred Million Euros)

Denomination:As to be agreed

Invoice Price:43% (Forty FivePercent) of Bank Guarantee’s full face value include

2% (Two Percent ) Consultant Fee

Consultant Fee:2% (Two Percent) of face value BG, paid by the buyer

Transaction Mode:Proforma Invoice/MT799 (POF) /MT760/MT103

Payment:SWIFT MT799 (POF)/MT103

Delivery:MT760 / BG Hard Copy by Bank Courier

Payable via SWIFT MT 103 Receiving bank

BANK NAME……………………….

ADDRESS:…………………………………

SWIFT CODE ………………………….

ACCOUNT NAME ………………………………….

IBAN …………………………………….

Bank officer Mr. …………………………………………

Upon reception of the SWIFT MT 799 (POF) for delivery

We ……………………………....will deliver between 5 (Five ) banking days the instrument And the final invoice, the selling price will be paid by direct wire transfer MT103 and the instrument simultaneously delivered to the buyer via MT 760 hard copy follow between 7 banking days

Signed this …______2013

The President Accepted

…………………. By the Buyer

Appendix 6 SWIFT TEXT VERIBAGE –MT799 (POF)

SWIFT MT799 RESERVED FUNDS VERBIAGE

------Message Header ------

Swift Output: MT799 MESSAGE IN FORMAT

Sender Bank:

Bank Address:

Swift Code:

Bank Officer: :

Our Client: :

Client Account No: :

Receiving Bank :

Bank Name:

Address :

SWIFT CODE:

Account number:

Account name:

Bank Officer:

DID: +

Transaction Reference: [REF NUMBER]

Account Identification:

Date:[DATE OF ISSUE]

WE, BANK OF XXXXXXXXXXX, REPRESENTED BY THE UNDERSIGNED OFFICERS, HERBY CONFIRM, WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR ACCOUNT HOLDER : XXXXXXXXXXX ACCOUNT NUMBER:XXXXXX ,CASH FUNDS IN THE AMOUNT OF XXX MILLION UNITED STATES DOLLARS (US $XX,000,000.00 ) IN THE ACCOUNT NUMBER: XXXXXXXXXXXXXX AS OF THE DATE OF THIS TRANSMISSION.

WE FURTHER CONFIRM THAT THESE FUNDS ARE GOOD, CLEAN, CLEARED UNITED STATES DOLLARS OF NON-CRIMINAL ORIGIN AND ARE FROM LEGAL SOURCES.