ON the DELIVERY of MT 103 Cash Backed ONE WAY

On Receiver Letterhead

JOINT VENTURE AGREEMENT

ON THE DELIVERY OF MT 103 Cash Backed – ONE WAY

MT103 PROVIDER CODE:

TRANSACTION CODE: xxxxxSWIFTxxxxx

This agreement is made and entered into this day January 01, 2014, by and between the parties described below:

THE PROVIDER (PARTY “A”):

RECEIVER”S INFORMATION
COMPANY NAME / :
COMPANY ADDRESS / :
COMPANY REG. NO / :
REPRESENTED BY (TITLE) / :
NATIONALITY / :
PASSPORT NUMBER / :
DATE OF ISSUE / :
DATE OF EXPIRY / :
PLACE OF ISSUE (COUNTRY) / :

AND

THE RECEIVER (PARTY “B”):

RECEIVER”S
INFORMATION
COMPANY NAME / :
COMPANY ADDRESS / :
COMPANY REG. NO / :
REPRESENTED BY (TITLE) / :
NATIONALITY / :
PASSPORT NUMBER / :
DATE OF ISSUE / :
DATE OF EXPIRY / :
PLACE OF ISSUE (COUNTRY) / :

WHEREAS. The Receiver herein known as Party B desires to receive of the Bank Instrument as described herein from the Provider herein known as Party A. Receiver confirms with full corporate and legal responsibility that funds available to fulfill the requirements for the lease of this instrument is ready and Receiver further confirm to cooperate with the Provider.

WHEREAS. The Provider Herein known as Party A desires to transfer and assign all rights title and interest of the Bank Instrument described herein available to it to the Receiver. Provider 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 Receiver. Provider hereby declares under penalty of perjury that the Bank Instrument be backed by funds that are good, clean, clear, and free of non-criminal origin, will be free and clear of all liens, encumbrances and third party interests.

NOW THEREFORE, the Party B has agreed to receive the Bank Instrument at certain cost and the Provider has agreed to issue/deliver said instruments based on the following terms and conditions:

DESCRIPTION OF INSTRUMENTS:

INSTRUMENTS: MT 103 CASH BACKED -ONE WAY

ISSUING BANK:

TERM: ONE (1) YEAR AND ONE DAY.

INTEREST RATE: ZERO PERCENT

CONTRACT AMOUNT: EUR 50,000,000,000.00 (Fifty Billion Euros)

TRANCHES : EUR 500,000,000.00 (Five Hundred Million)

INVOICE PRICE : (13 + 3%) OF FULL FACE VALUE

MODE OF PAYMENT: ELECTRONIC, SWIFT WIRE PAYMENT

MODE OF DELIVERY: SWIFT MT103 TWO WAY

TRANSACTION PROCEDURE:

Party B submits this Agreement with full banking coordinates, CIS, passport, and FPA. Party A completes due diligence within 2 days. Once due diligence is complete, Party A countersigns the Agreement with full banking and email to Party B. Both parties execute, sign and initiate the Agreement, which thereby automatically becomes a full commercial recourse contract. Party B returns together with signed Contract the Corporate Guarantee Letter of payment endorsed by his bank (APPENDIX A).
Party A herein will issue and deliver a Bank Instrument to the Beneficiary Bank in favour of Party B via SWIFT MT103 (as per APPENDIX B ).
Once the Bank Instrument is fully authenticated and confirmed by the Beneficiary Bank within 72 hours, Payment of 13% shall effected by Party B’s Bank to Party A’s designated bank account and 3% to that of the consultants stated herein.
The transaction is closed.

Should Receiver default to pay the invoice fees to the Provider and the brokers commission fees as agreed after 7 banking days of confirmation of the Bank Instrument in Receiver's bank account, Provider will instruct the issuing bank to put a claim on the Bank Instrument thereby forcing the Receiver's bankers to return/void the Bank Instrument to the issuing Bank.

NON-SOLICITATION

The Receiver hereby confirms and declares that the Provider, 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

Any delay in or failure of performance by either party of their respective obligations under this agreement they shall pay 1% as penalty.

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.

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 United Kingdom. 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.

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.

Any other terms and conditions, which do not mentioned herein, shall be governed by ICC600 publication, latest edition.

The Provider and Receiver agree to the following banking co-ordinates pertaining to the agreement herein above stated:

RECEIVER’S BANKING COORDINATES TO RECEIVE INSTRUMENT

Bank name:
Bank address:
Account name:
Account :
SWIFT CODE:
Bank Officer:
Bank Officer Telephone

RECEIVER’S BANK: TO RELEASE PAYMENT VIA MT103 (16%)

Bank name:
Bank address:
Account name:
Account :
SWIFT CODE:
Bank Officer:
Bank Officer Telephone

PROVIDER’S BANK TO ISSUE INSTRUMENT - SWIFT MT103

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

PROVIDER’S BANK TO RECEIVE PAYMENT 13 %

BANK NAME
BANK ADDRESS
ACCOUNT NAME
BIC / SWIFT CODE
IBAN
Reference

SIGNED FOR AND ON BEHALF OF PARTY“RECEIVER” and PROVIDER’ on thIS Tuesday, December 18, 2018

The Authorized Signatory:

______

Signature and Stamp/Seal Signature and Stamp/Seal

Title: Title: President

Name: Mr. Name: Mr.,

Passport #: Passport #:

Issue date: Issue date:

Expiry date: Expiry date:

AFFIRMATION OF MT103 (INSTRUMENT) TRANSACTION

DATE: JANUARY 01, 2014

TRANSACTION CODE:

-I hereby affirm that I am in complete understanding of the SWIFT MT103 OPERATIVE INSTRUMENT transaction.

-I understand that PROVIDER’S NOMINATED TOP WEB will send, via SWIFT, a MT103 message in the amount of €500,000,000 (five hundred million Euros) to my designated account.

-I also understand the following:

-TOP WEB has agreed to send the SWIFT MT103 message only.

-TOP WEB WILL NOT SEND CASH TO MY BANK ACCOUNT- MEANS NO MT202 FOLLOWS.

-The OPERATIVE INSTRUMENT SWIFT MT103 is only for credit enhancement.

-This is a OPERATIVE INSTRUMENT transaction which means that the SWIFT will appear on receiving bank screen and there will be verification communication with TOP WEB only during appointed window time by swift only AND ONLY DURING APPOINTED WINDOW TIME and not possible any communications with TOP WEB by telephone or email.

-I must have a credit line ready against which I will use the MT103 OPERATIVE INSTRUMENT to pay for this transaction.

-I am absolutely and completely clear of this transaction and am ready to fulfill my part- I AWARE AND WAS NOTIFIED THAT PROVIDER CAN SEND THE ‘FRAUD ALERT’ SWIFT MESSAGE TO CENTRAL BANK AND HEAD BANK OFFICE IF I WON’T BE ABLE TO FULLFILL MY PART OF OBLIGATIONS

SIGNED FOR AND ON BEHALF OF PARTY“RECEIVER” and PROVIDER’ on thIS Tuesday, December 18, 2018

The Authorized Signatory:

______

Signature and Stamp/Seal Signature and Stamp/Seal

Title: Title: President

Name: Mr. Name: Mr.

Passport #: Passport #:

Issue date: Issue date: January 01, 2014

Expiry date: Expiry date: January 01, 2019

APPENDIX A

IRREVOCABLE CORPORATE PAYMENT GUARANTEE

№

Date

To:

Dear Mr.

We,Company ______with its address at ______

Company number: ______, represented by Mr.______, holder of Passport Number ______issued by ______, acting with full corporate authority and responsibility, under penalty of perjury, hereby irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay guarantee to pay 13+3% ( Twelve +Two Percent ) of MT 103 face value , with 72 hours from receipt and verification of the MT 103 you are facilitating we shall accept and act on your immediate instruction to forward these funds directly to you in full without any delay on same day urgent

Signature President Company

______

APPENDIX B

FORMAT SWIFT MT103 FOR INVESTMENT

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

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

Swift OUTPUt: MT103 SWIFT WIRE Transfer FORMAT

MT103/EUR1000: SINGLE CUSTOMER CREDIT TRANSFER

APPLICATION HEADER: INTERNATIONAL BANK OF SETTLEMENT

Sender:SWIFT CODE

Receiver:SWIFT CODE

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

20: Transaction Reference Number:XXXXXXXXXXXXXXX

23B: Bank Operation Code: CRED

32A: Value Date/Currency/INTERBANK SETTLED Amount

Date:01.01.2014

Currency: EUR (EURO)

Amount: ххх,000,000.00

33B: Currency/Instructed Amount: EUR ххх,000,000.00

50K: Ordering Customer-NAME & ADDRESS:ACCOUNT NUMBER

ACCOUNT NAME

56A: Intermediary Institution

SWIFT CODE

57A: Account with Institution

SWIFT CODE

59: Beneficiary Customer-NAME & ADDRESS:

70: Remittance Information: For Contract No.XXXXXXXXXXXDDXX.09.

71A: Details of Charges: OUR

72: Sender to Receiver Information

/CASH/BACK EUR xxx,000,000.00

WE, XXXXXXXXX BANK, XXXXXXXXXXXXXXXXXX , HEREBY IRREVOCABLY CONFIRM WITH FULL BANK RESPONSIBILITY THAT FUNDS AMOUNTING xxxxx EUR (EUR xx0,000,000.00) ARE BLOCKED IN ACCOUNT NUMBER: XXXXXXXXXXXXX AS FOR THE BENEFIT OF U.S. CAPITAL INVESTMENTS II LTD. WE CONFIRM THAT THERE ARE NO LIENS OR ENCUMBRANCES ON THESE FUNDS.

WE ALSO CONFIRM THAT THESE FUNDS ARE LEGALLY EARNED, OF NON-CRIMINAL ORIGIN AND ARE FREELY AVAILABLE UPON INSTRUCTION OF THE BENEFICIARY.

THIS UNCONDITIONAL, IRREVOCABLE, ASSIGNABLE, TRANSFERABLE CASH BACKED STANDING SWIFT MT1O3 TRANSFER IS VALID FOR SAME DAY PAYMENT, THE DAY OF MATURITY DATE.

THIS IS AN OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE INTERNATIONAL CHAMBER OF COMMERCE (ICC), PARIS, FRANCE, AND PUBLICATION NO. 500 AS IT RELATES TO BANK CREDIT INSTRUMENTS. THIS CALLABLE BANK CONFIRMATION IS VALID FOR ONE (1) YEAR AND ONE (1) MONTH FROM THE DATE OF ISSUANCE HEREIN STATED AND MAY BY VERIFIED ON BANK-TO-BANK BASIS..

FOR AND ON BEHALF OF HSBS LONDON, UK

BANK OFFICER #1 BANK OFFICER #2

(TITLE/CODE) (TITLE/CODE)

------Message Trailer ------

FEE PROTECTION AGREEMENT

Both PROVIDER and RECEIVER agree that the RECEIVER’s and PROVIDER's agents are entitled to commission fees of 3% of the Bank Instrument face value. These commission fees will be shared between the PROVIDER’s and RECEIVER’s agents as specified here below.

The parties agree that the commission fees stated are compensation for services rendered and are irrevocably and unconditionally guaranteed to be paid by the RECEIVER to the agents and intermediaries listed in this FPA by wire transfer simultaneously with the RECEIVER’s payment for the Bank Instrument for every tranche and/or transaction. The commission fees will be free of legal impediment and free of any deductions, excluding bank transfer fees, for this and all subsequent transactions between the parties.

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:

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.

The signatory agrees to keep confidential the identity of and all contacts so provided by any other signatories.

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.

This agreement shall be legally binding on the parties hereto, their principals, employees, representatives, agents and assigns in all countries of the world.

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.

Both parties hereby agree that the agents and intermediaries referred to in this FPA shall be as follows:

TOTAL COMMISSION FEE OF 3% OF BANK INSTRUMENT FACE VALUE IN EURO/USD PAID BY THE RECEIVER TO BE SHARED EQUALLY AS FOLLOW:

TOTAL COMMISSION OF 1% TO PROVIDER’S SIDE PAYMASTER: CLOSED

Paymaster Name
Bank Name
Bank Address
SWIFT Code
Account Holder
Account Number
IBAN Number
Bank Officer
Banker secure e-mail
Bank Phone Number
Bank Fax Number
Correspondent Bank:
Correspondent Bank SWIFT:
Correspondent Account:
CURRENCY
SPECIAL WIRE INSTRUCTIONS / All Wire transfers shall incorporate below Text Messag e and a copy of Bank Wire Transfer slip shall be emailed to:
REQUIRED MESSAGE / All Wire transfers shall incorporate the Text Message: The S.W.I.F.T. MT103 text message covering all remittances shall clearly state the following: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISE OF NON-CRIMINAL AND NON-TERRORIST ORIGINS.FOR SAME DAY TRANSFER AND IMMEDIATE CREDIT - THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US - THIS IS DONE WITH FULL BANKING RESPONSIBILITY.
CONSULTING FEE PAYMENT ORDER / 1,0% OF FACE VALUE OF THE BG INSTRUMENT TO PROVIDER’S AGENT
FOR BENEFIT OF BENEFICIARIES:
NOTE : / THE ABOVE MENTIONED BENEFICIARY RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE UNDERSIGNED.

TOTAL COMMISSION OF 1 % TO RECEIVER’S SIDE PAYMASTER: CLOSED

BANK NAME
BANK ADDRESS
SWIFT CODE
BLITZ
IN FAVOUR OF
ACCOUNT NUMBER
FOR FURTHER CREDIT TO
ACCOUNT NUMBER
PAYMASTER NAME
PAYMASTER EMAIL
SPECIAL INSTRUCTIONS / SAME DAY TRANSFER AND IMMEDIATE CREDIT
SPECIAL WIRE INSTRUCTIONS / All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall be emailed to: AND + or legal verification and documentation pursuant to Patriot Act/Banking regulations with One Original Contract copy to be filed with Bank
REQUIRED MESSAGE / “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.”

SIGNED FOR AND ON BEHALF OF PARTY“RECEIVER” and PROVIDER’ on thIS Tuesday, December 18, 2018

TOTAL COMMISSION OF 0. 3% TO RECEIVER’S SIDE PAYMASTER: CLOSED

SIGNED FOR AND ON BEHALF OF PARTY“RECEIVER” and PROVIDER’ on thIS Tuesday, December 18, 2018 The Authorized Signatory:

TOTAL COMMISSION OF 0.7 % TO RECEIVER’S SIDE PAYMASTER: OPEN

SIGNED FOR AND ON BEHALF OF PARTY“RECEIVER” and PROVIDER’ on thIS Tuesday, December 18, 2018

______

Signature and Stamp/Seal Signature and Stamp/Seal

Title: Title: President

Name: Mr. Name: Mr.

Passport #: Passport #:

Issue date: Issue date: January 01, 2014

Expiry date: Expiry date: January 01, 2019

STATEMENT OF NON-SOLICITATION OF FUNDS

DATE: Tuesday, December 18, 2018

THIS IS TO CERTIFY THAT I, ______, HOLDER OF ______PASSPORT NUMBER ______, ON BEHALF OF AND AS AUTHORIZED SIGNATORY OF ______(Company Name), do hereby confirm that I have requested of you and your organization, specific confidential information and documentation on behalf of myself regarding currently available Project funding to serve only my interest, education, and not for further distribution.

I hereby agree that all information received form you is in direct response to my request, and is not in any way considered or intended to be a solicitation of any sort, or any 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 and free will and further, and that you have not solicited me in any way.