[CLIENT LETTERHEAD
TRANSACTION CODE: FHAFTHHF/MSMINC/GLB_MTN1.5B/122016
INVESTOR CODE: DAH/JG_M_NBLM1.5B/122016
IRREVOCABLE PAY ORDER/ TRANSACTION MANAGERS PROTECTION AGREEMENT
December 11TH, 2016
[CLIENT NAME] with passport number [PASSPORT] with address [ADDRESS] REGISTRATION NUMBER [COMPANY REGISTRATION](HEREINAFTER REFERRED TO AS “PAYER OR PARTY A”).
AND
CLEAR POINT ENTERPRISE, INC C/O ROHN MONROE located at 3773 HOWARD HUGHES PKWY STE 500S LAS VEGAS NV 89169 & [COMPANY NAME C/O NAME] located at [ADDRESS] may hereinafter be referred to as “TRANSACTION MANAGER” and/or “PARTY B”.
FACTUAL BACKGROUND
In recognition for the services rendered towards the completion of contractual formalities and the commencement of the above referenced CLIENT TRANSACTION CODE:FHAFTHHF/MSMINC/GLB_MTN1.5B/122016 transaction, including all rolls, extensions and additions thereto over any and all periods of time (hereinafter referred to as the “TRANSACTION”).
[CLIENT NAME] with passport number [PASSPORT] with address [ADDRESS] REGISTRATION NUMBER [COMPANY REGISTRATION] (HEREINAFTER REFERRED TO AS “PAYER OR PARTY A”) the owner/ signatory of the [ASSET] in the amount of €1,500,000,000.00 (ONE BILLION FIVE HUNDRED MILLION EURO) hereinafter referred to as “BOND”. Party A, acting with full personal and legal authority and responsibilities, under PENALTY OF PERJURY of law, do hereby irrevocably issue and enter into this “Irrevocable Pay Order/ Transaction Managers Protection Agreement”, (hereinafter called the “Agreement”), to compensate Party B; as this transactions exclusive Transaction Manager for services rendered in connection with transaction and code: FHAFTHHF/MSMINC/GLB_MTN1.5B/122016.
This Agreement is entered specifically with the expressed desire and intention of the undersigned that the Beneficiary relies upon the terms hereof in the past and future performance of their services related to the Transaction and that the parties are bound by the provisions set forth herein. The payee will pay the entity described herewith if he/she undertakes a follow transaction with the same party (Trading Group) that has been introduce to him, this clause is valid for 12 months. The Payer agrees and guarantees to cause a copy of this “Agreement” to be attached to each copy of the final signed contract regarding the above referenced transaction at all times.
In the Transaction and in any and all related transactions with the Funds, buy-sell, or trade bank (hereinafter these various financial entities are referred to as “Buyer/Trader”), the following will set out the amount for, and protection of, the payment to the beneficiaries for the Transaction. The contractual details of the Transaction shall be memorialized in an executed contract and consummated under the terms and conditions mutually agreed upon by the principals, payers, their mandate agents, and/or the Traders; provided, however, nothing therein shall change the provisions herein as it relates to Transaction Manager.
The undersigned Payer hereby irrevocably and unconditionally guarantees to have payment from each and every gross purchase payment disbursement of THIRTY PERCENT (30%) SHALL BE PAID TO THE “PAYMASTER:WILSON & WILSON TAX SERVICE/BILLY WILSON”LISTED BELOW WITHOUT NOTIFICATION, PROTEST, RESTRICTION, PREJUDICE, RECOURSE, DEMAND OR DELAY AS LONG AS ANY TRANSACTIONS CONTINUE. The Payer waives all defenses to the payments to the Transaction Manager.
The undersigned Payer also hereby irrevocably and unconditionally instructs the Buyer / Trader to AUTOMATICALLY make payment of thirty percent (30%) of those amounts available for payment to Payer (after all other automatic payment deductions to authorized beneficiaries) to the PaymasterWILSON & WILSON TAX SERVICE/BILLY WILSON” LISTED BELOW for further distribution as exclusively directed by Transaction Manager without notification, protest, restriction, prejudice, recourse, demand or delay as long as any transactions continue. The Payer waives all defenses to the payment of those amounts agreed to as payment with the Transaction # FHAFTHHF/MSMINC/GLB_MTN1.5B/122016 documentation.
PAYMASTER understands that Transaction Manager will assure pay order direction in order to honor TPA Agreement (a copy of which is attached hereto and marked APPENDIX 1). Payer confirms that: Paymaster is herein irrevocably instructed to first pay from the thirty percent (30%) of all and any gross payments made by Buyer / Trader to Party B in connection with this Transaction Code # FHAFTHHF/MSMINC/GLB_MTN1.5B/122016 (a) a total of thirty percent (30%) of Payers gross payments made by Buyer and/or Trader to Party B’s listed paymaster on file including a series of structured payments during a renewable initial one year period in this Contract, the subject of which being Transaction Code # FHAFTHHF/MSMINC/GLB_MTN1.5B/122016
*******THIS SPACE INTENTIONALLY LEFT BLANK*******
PARTY B BANKING COORDINATES TO RECEIVE THE PROFITS OF 20% OF ALL NET PAYMENTS
PAYMASTER Name/Address / WILSON & WILSON TAX SERVICE / BILLY WILSON
5177 RICHMOND SUITE 1245
HOUSTON, TEXAS 77056
BENEFICIARIES / CLEAR POINT ENTERPRISE, INC. C/O ROHN MONROE
TRANSACTION CODE: FHAFTHHF/STERLING/ PUMLA_20B /122016
Represented By / BILLY WILSON
Title / CEO
Bank Name / BBVA COMPASS BANK
Bank Address / 5319 BELLAIRE BLVD., BELLAIRE, TX 77401
Account Name / WILSON & WILSON TAX SERVICE INC
Account No. / 2531945444
SWIFT / BBVAUS3XXX
SPECIAL WIRE
INSTRUCTIONS / PRE-ADVICE MUST BE SENT VIA SWIFT TO PAYMASTER AND BENEFICIARY PRIOR TO WIRE TRANSFER OF FUNDS, WITH COPY OF NOTIFICATION BY E-MAIL TO: / RANSACTION MANAGER SIDE UPON TRANSFER/PAYMENT SETTLEMENT OF EACH AND EVERY TRANCHE UNDER THE APPLICABLE TRANSACTION CODES, AS PER THE CONTRACT.
*PRIOR TO ANY PROFITS TO BE DISBURSED, PAYMASTER WILL NEED W8/W9 AND CIS FOR ALL PARTIES DUE TO RECEIVE PAYMENTS.
PARTY A BANKING COORDINATES TO RECEIVE THE PROFITS BEING 70% OF ALL NET PAYMENTS
PAYMASTER Name/Address
BENEFICIARIES
Represented By
Title
Bank Name
Bank Address
Account Name
Account No.
SWIFT
SPECIAL WIRE
INSTRUCTIONS / PRE-ADVICE MUST BE SENT VIA SWIFT TO PAYMASTER AND BENEFICIARY PRIOR TO WIRE TRANSFER OF FUNDS, WITH COPY OF NOTIFICATION BY E-MAIL TO: [EMAIL ADDRESS]TRANSACTION MANAGER SIDE UPON TRANSFER/PAYMENT SETTLEMENT OF EACH AND EVERY TRANCHE UNDER THE APPLICABLE TRANSACTION CODES, AS PER THE CONTRACT.
Client: [CLIENT NAME] with passport number [PASSPORT] with address [ADDRESS] REGISTRATION NUMBER [COMPANY REGISTRATION] (HEREINAFTER REFERRED TO AS “PAYER OR PARTY A”).
In reference to the following [ASSET] in the amount of €1,500,000,000.00 (ONE BILLION FIVE HUNDRED MILLIONEURO) hereinafter referred to as “BOND”and Transaction Code # FHAFTHHF/MSMINC/GLB_MTN1.5B/122016:
ASSETS:
[ASSET] in the amount of €1,500,000,000.00 (ONE BILLION FIVE HUNDRED MILLION EURO) hereinafter referred to as “BOND”
ARE THESE FUNDS FREE AND CLEAR? YES__X__ NO___
I hereby swear under penalty of perjury, that I AM THE SIGNATORY/OWNER of the above referenced [ASSET]TO ME (as Trustee). The information provided here are considered accurate and true.
This “Irrevocable Pay Order/Profit Protection Agreement” is unconditional, assignable and divisible.
This Agreement shall inure 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 the Payer, its successors and assigns as the case may be, until the Transaction is complete, including all subsequent extensions, additions, rollovers, modificationsor renewals thereof for a period of one (1) year. This Agreement shall remain in effect until the Transaction, which includes any new agreement between Party A and Buyer / Trader, or the Payer’s equity owners, and/or assignees, extensions and additions are fully completed, including all subsequent extensions, additions, rollovers, modifications or renewals thereof for a period of one (1) year. This Agreement is subject to change anytime by the mutual agreement of the parties with a written addendum hereto.
The Payer agrees that if the Payer attempts to circumvent, bypass, alter or change this agreement (or the spirit of this agreement) by changing or causing to be changed or having
knowledge of any changes to the Transaction numbers in this agreement to willfully and knowingly avoid paying the fees owed to the Beneficiaries, any one (or all) of the Beneficiaries will contact the attorney of record, escrow of record, and the FED with a Breach of Contract, Ceases & Desist order and any further transactions shall be halted.
Generally recognized International Standards of Non Circumvention and Non-disclosure and conditions as set forth by the International Chamber of Commerce (ICC Publication 500, revised 1994) are applicable from the later of the date of this document or the last date of the Transaction documents including any renewals, extensions and additions are fully completed and the parties agree to respect those. All Parties agree not to circumvent, avoid, bypass or obviate each other directly or indirectly to avoid payment of commissions or fees in the Transaction, or any transaction pending, or in the future, for as long as a contract shall remain in force between two principals, or, for a period of one (1) year from the date of execution of this
Agreement should no contract result. At no time shall either party disclose or otherwise reveal to any third party any confidential information, code or reference and or any such information advised to the other party as being confidential or privileged without the formal written permission of the other party.
I, the undersigned Payer, agree to indemnify the Beneficiaries from all manner of actions, cause and causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, liabilities, agreements, promises, fees, damages, judgments, executions, claims, loss, and demands, costs and expenses (including attorneys’ fees), whatsoever, in law or in equity, whether they are presently known or unknown or suspected or unsuspected, which relate to or arise from this “Irrevocable Pay Order/Fee Protection Agreement”, without contest or defense. I, the undersigned Payer, understand and agree that this is a best efforts contract only by the Beneficiaries who are not liable in any way due to performance of the Transaction, nor are they guarantors of the Traders’ performance.
This “Irrevocable Pay Order Transaction Manager Protection Agreement” is unconditional, assignable and divisible to beneficiaries, heirs and assignees upon written notices to all parties concerned. Payer waives all defenses.
Under no circumstances whatsoever may the Payer withdraw this Irrevocable Payorder Protection Agreement or otherwise instruct any Bank/Trust or other entity, to dishonor any payment demand hereunder by the Consultant’s Group General Paymaster.
A facsimile or email copy of this Agreement shall be deemed as original and shall have full legal effect in force.
I, [CLIENT NAME] with passport number [PASSPORT] with address [ADDRESS] REGISTRATION NUMBER [COMPANY REGISTRATION] (HEREINAFTER REFERRED TO AS “PAYER OR PARTY A”)., acknowledges that I have read and have had adequate time and opportunity to consult with my legal rights and obligations in connection therewith, and having had such legal advice, have executed this document freely and without reservation Under Penalty of Perjury.
The undersigned parties have caused this Agreement to be duly executed as the undersigned free and voluntary act, with complete understanding and full authority to enter into this Agreement.
This Agreement duly executed and agreed to this 12/11/2016
AGREED TO AND ACCEPTED BY:
PAYER’S INDIVIDUAL NAME (PRINTED): [CLIENT NAME] with passport number [PASSPORT] with address [ADDRESS] REGISTRATION NUMBER [COMPANY REGISTRATION] (HEREINAFTER REFERRED TO AS “PAYER OR PARTY A”).
SIGNATURE:
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NAME:
PASSPORT:
DATE OF ISSUE:
DATE OF EXPIRY:
COUNTRY OF ISSUANCE:
THIS IMPPA REPLACES AND SUPERSEED “ALL OR ANY OTHER” IMPPA SIGNED BEFORE THIS DATE
BETWEEN
[CLIENT NAME] with passport number [PASSPORT] with address [ADDRESS] REGISTRATION NUMBER [COMPANY REGISTRATION] (HEREINAFTER REFERRED TO AS “PAYER OR PARTY A”).
AND
CLEAR POINT ENTERPRISE, INC C/O ROHN MONROE located at 3773 HOWARD HUGHES PKWY STE 500S LAS VEGAS NV 89169 & [COMPANY NAME C/O NAME] located at [ADDRESS] may hereinafter be referred to as “TRANSACTION MANAGER” and/or “PARTY B”.
FATUAL BACKGROUND
-Party B has provided Party A with a copy of a Program Overview dated, 12/8/2016.
-Party A as a participant, confirms their desires to Trade Funds: [ASSET]
-Party A is to receive a total “gross revenue amount” from the trade of the [BANKING DETAILS]
-Party B is to receive a participation amount along with Party A; this participation amount will be based upon fifty percent (50%) of all gross payments made to Party A via the paymaster listed above by this transactions Trader.
-Parties A and B hereby convene and agree unanimously on the following:
FACTUAL BACKGROUND
Agreement in its entirety and expressly made a part of this Agreement. All currency amounts are in the legal currency of the USA, unless expressly written as otherwise. All information Parties must provide under this Agreement must be in English. The Client Transaction Code assigned to this transaction isFHAFTHHF/MSMINC/300B/122016 .
This Agreement dated 12/11/2016 replaces as far as it reaches, any other Agreement that might exist between the Parties or part of them concerning this Agreement and Transaction Code: FHAFTHHF/MSMINC/GLB_MTN1.5B/122016.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and understandings herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
The contribution of Party A mainly consists of providing their [ASSET]financial value; whilst Party B contributes through continued and dedicated Transaction Management Services in relationship to the arrangements for sale of financial note.
a)The Parties will to the extent of the Parties own possibilities assure success. The Parties cooperate actively and omit anything that could do harm. No party will circumvent any other. Every party works at their own risk and costs. The Parties will not be liable for any costs incurred by the other Parties, unless with prior written agreement of the other(s).the payments equal to fifty percent (50%) will be deducted by paymaster “as directed by Irrevocable direction provided by Party B Transaction Manager”, to agreed upon parties.
b)Party A understands and agrees that a share of overall proceeds derived from Trade of [BANKING DETAILS] with be received by Party B.
c)The Parties shall maintain full confidentiality of the existence, contents and execution of this Agreement unless previously authorised by the others in writing.
d)In case one or more of the provisions of this TPA Agreement is or are legally invalid, the rest of the TPAAgreement will be executed. The invalid provision(s) will be replaced by another or others that can legally be convened and come closest to the objective of the invalid one(s). This TPA Agreement replaces, as far as it reaches, any other Agreement that might exist between the Parties or part of them concerning this transactions PPP Trade activities.
e)ENTIRE AGREEMENT; MODIFICATION AND WAIVER. This Agreement contains the complete and exclusive statement of this Agreement between the Parties with respect to the subject matter hereof, and supersedes any previous understandings, communications, commitments or agreements, oral or written. This Agreement may not be changed in any respect except by a writing duly executed and delivered by Company and Investor. No term or condition of this Agreement will be considered as waived unless such waiver is in writing and duly executed by an officer or duly authorized representative of the waiving party. Any waiver by either party of a breach of any term or condition of this Agreement will not be considered as a waiver of any subsequent breach of this Agreement.
f)GOVERNING LAW; JURISDICTION AND VENUE. This document is a full recourse commercial contract concluded under the English law, which jurisdiction shall govern the
construction, interpretation, execution, validity, enforceability, performance and other matters of the Agreement, including breach or claim of breach thereof. The Parties agree to have any such matter arbitrated under the rules of the London Court of International Arbitration (LCIA), in accordance with the rules and procedure of the said court. The signing parties hereby accept such selected jurisdiction as the exclusive venue. The parties hereto hereby waive any claim against or objection to in personam jurisdiction and venue in the courts of City of London. The signing parties hereby accept such selected jurisdiction as the exclusive venue. The undersigned fully acknowledge and affirm that they understand their rights and obligations with respect to this TPA Agreement. The TPA Agreement consists of four (4) pages.
PARTY A BANKING COORDINATES TO RECEIVE PROFITS FROM PAYMASTER
ACCOUNT HOLDERBANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT SIGNATORY
SWIFT CODE
BANK TELEPHONE NUMBER
BANK FAX NUMBER
BANK OFFICER
BANK EMAIL
*PRIOR TO ANY PROFITS TO BE DISBURSED, PAYMASTER WILL NEED W8/W9 AND CIS FOR ALL PARTIES DUE TO RECEIVE PAYMENTS.
IN WITNESS HEREOF the parties have hereto agreed, accepted and executed this Agreement under hand, with fax copies or electronic e-mail being legally binding as delivered originals.
PARTY A
[CLIENT NAME] with passport number [PASSPORT] with address [ADDRESS] REGISTRATION NUMBER [COMPANY REGISTRATION] (HEREINAFTER REFERRED TO AS “PAYER OR PARTY A”).
SIGNATURE:DATE: 12/11/2016
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NAME:
PASSPORT:
DATE OF ISSUE:
DATE OF EXPIRY:
COUNTRY OF ISSUANCE:
AND
PARTY B
SIGNATURE:DATE: 12/11/2016
NAME: ROHN MONROE
PASSPORT: 521632134
DATE OF ISSUE: 06/28/2014
DATE OF EXPIRY: 06/27/2024
COUNTRY OF ISSUANCE: UNITED STATES OF AMERICA
MEMORANDUM
HELLO MR GRIFFON OLIVIER,
CLEAR POINT ENTERPRISE, INC C/O ROHN MONROE located at 3773 HOWARD HUGHES PKWY STE 500S LAS VEGAS NV 89169 & [COMPANY NAME C/O REPRESENTATIVE NAME] located at [ADDRESS] has been asked to provide you with an estimate of returns of the trade program below:
NET AMOUNTS
MONTH / AMOUNT1 / $1,050,000,000.00
2 / $1,050,000,000.00
3 / $1,050,000,000.00
4 / $1,050,000,000.00
5 / $1,050,000,000.00
6 / $1,050,000,000.00
7 / $1,050,000,000.00
8 / $1,050,000,000.00
9 / $1,050,000,000.00
10 / $1,050,000,000.00
TOTAL / $10,000,000,000.00
*THESE NUMBERS ARE ESTIMATES BASED UPON PAST PERFORMANCE AND TRADE PROGRAMS. RETURNS CAN FLUCTUATE EITHER UP OR DOWN DEPENDING ON MANY FACTORS.