DEED OF AGREEMENT

DATE: XX XXX, 2019

This Agreement is made and enters into effect on this date of XXXXX-----------------, 2019 , by and between the Parties described below:

The PROVIDER:

COMPANY NAME

REGISTRATION No.

COMPANY ADDRESS

REPRESENTED BY

PASSPORT

BANK NAME

BANK ADDRESS

SWIFT CODE

ACCOUNT NAME

ACCOUNT №/IBAN

BANK PHONE

The RECEIVER:

COMPANY NAMEREGISTRATION No.COMPANY ADDRESSREPRESENTED BYPASSPORTBANK NAMEBANK ADDRESSSWIFT CODEACCOUNT NAMEACCOUNT №/IBANBANK PHONEBANK EMAIL

PROVIDER’S SIGNATURE: Page 1 of 24 RECEIVER’S SIGNATURE:

WHEREAS,

The RECEIVER desires to receive the STAND BY LETTER OF CREDIT from the PROVIDER

RECEIVER confirms with full corporate and legal responsibility that funds are available to fulfill the requirements for the receiving of this instrument and RECEIVER further confirms to cooperate with the PROVIDER.

The PROVIDER desires to issue the SBLC for one year one day, transfer and assign all rights title and interest of the STAND BY LETTER OF CREDIT available to the RECEIVER.

PROVIDER represents and warrants that it has the ability and resources to arrange directly, through associates, contacts and sources, with full corporate responsibility, financial instruments per the terms of assignments to be provided to RECEIVER and as per the terms and conditions agreed in this agreement.

PROVIDER hereby declares under penalty of perjury that the STAND BY LETTER OF CREDIT will be cash backed by funds that are good, clean, clear, and free of non-criminal origin, the STAND BY LETTER OF CREDIT will be free and clear of all liens, encumbrances and third-party interests.

1. BANK INSTRUMENT DESCRIPTION

INSTRUMENT TYPE SBLC, CASH BACKED, ICC URDG 758 FORMATUNCONDITIONAL AND CALLABLE UPON MATURITY

VALIDITY ONE YEAR AND ONE DAY

TOTAL VALUE€,000,000.00 (XXXX EUROS) WITH POSSIBLE ROLLS AND EXTENSIONS

ISSUING BANK

DELIVERY MODE SWIFT MT760 & ORIGINAL HARD COPY BY BANK BONDED COURIER WITHIN 7 BANKING DAYS

FUNDING RATE % (TEN PERCENT) OF THE SBLC FACE VALUE

COMMISSION % (TWO PERCENT) 50/50 EACH SIDE

PROCEDURES

After DOA is signed, Receiver issue MT 199 to Provider Bank and Provider sends PRE-ADVICE BY MT799 (Exhibit A) will be issued by Provider’s Bank to Receiver’s Bank. Receiving bank will reply with Bank Payment Undertaking (BPU) (Exhibit B). The Provider’s bank will then issue SBLC by MT-760. Provider must send swift copies of MT799 and MT760 to the Receiver by e-mail as soon as they are sent. And finally Receiver will send the amount by MT 103/202

PAYMENT Payment for the SBLC has to be made within 3 banking days upon verification and authentication of Swift MT-760.

PROVIDER’S SIGNATURE: Page 2 of 24 RECEIVER’S SIGNATURE:

2. TRANSACTION PROCEDURES

1. RECEIVER submits to PROVIDER this signed Deed of Agreement (DOA), together with Client Information Sheet, (CIS), Corporate Board Resolution, Signatory’s Passport Copy, Corporate Registration and IMFPA, AND BANK RWA.

2. PROVIDER countersigns the Deed of Agreement, which thereby automatically becomes a full recourse commercial contract and both Parties lodge the DOA with their respective Banks.

3. RECEIVER Bank will issue an MT 199 to Provider Bank confirming that they are ready, Willing and Able to receive the SBLC.

4. PROVIDER’s Issuing Bank will issue an MT-799 Pre-Advice by SWIFT MT-799 (Exhibit A) confirming that they are Ready, Willing and Able to issue the STAND BY LETTER OF CREDIT (SBLC) as per agreed verbiage (Exhibit C).

5. Within Three (3) Banking days of receipt of Pre-advice MT-799 from the PROVIDER’S Bank, the RECEIVER’S Bank will send via SWIFT MT-799 a Bank Payment Undertaking (BPU - Exhibit B) for the amount due to Provider of % of the SBLC face value.

6. Within Two (2) Banking days of PROVIDER’S Bank’s receiving the BPU via SWIFT MT-799, PROVIDER’S Bank will deliver the STAND BY LETTER OF CREDIT via SWIFT MT-760 (Exhibit C).

7. On receipt, authentication and confirmation of the SBLC SWIFT MT-760, RECEIVER’S Bank effects the payment within Three (3) Banking days to PROVIDER’S nominated account by unconditional SWIFT MT-103 and simultaneously pays 2% Consultancy fees as per details stated in the IMFPA.

8. Within Seven (7) Banking Days after receiving all payments, PROVIDER’S Bank will send the Hard copy of the SBLC to the RECEIVER’S Bank by Bank-bonded courier.

9. Transactions and their settlement will continue according to above-noted procedures and pre-agreed tranche schedule, until contracted collateral instruments are fully delivered.

Should RECEIVER default to pay the fees to the PROVIDER and commission to the Consultants as agreed in this DOA within the allowed number of days after receipt of SBLC via SWIFT-760 the PROVIDER shall instruct the Issuing Bank to put a claim on the SBLC thereby forcing the Receiver's Bank to return the SBLC to the issuing Bank

ALL SWIFT COPIES HAVE TO BE SENT TO THE OTHER PARTY WITHIN 24 HOURS FOR FOLLOWING UP AND TRACKING.

This Deed of Agreement is a full recourse commercial commitment governed by the Laws of the jurisdictions in which both Parties reside and subject to standards under ICC Regulations.

PROVIDER’S SIGNATURE: Page 3 of 24 RECEIVER’S SIGNATURE:

3. SANCTIONS (NON-PERFORMANCE)

After this contract is signed by both Sender and Receiver, and copies exchanged electronically or otherwise by a delivery service, failure to follow the closing procedures in time and form herein is considered breach of this contract that puts the failing party in default and under an obligation to pay a onetime penalty fee of 2% of the first tranche to the suffering Party.

4. UNAUTHORIZED BANK COMMUNICATION

Neither Party is allowed to contact the Bank of the other Party without the authorization of the Party whose bank is to be contacted. Any unauthorized calls by any Party or its representative agents / brokers / lawyers to probes or communication in an improper way or ways indicative of direct or indirect solicitation to bank(s) in this transaction shall be prohibited and result in termination of this contract.Notice: This is a private sale between two entities and is not to be construed as an offer of funds nor a sale of securities as defined in the Securities Act of 1933/34

5. NON-SOLICITATION

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

6. FORCE MAJEURE

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 circumstances beyond the control of such Party.

The term “Beyond the Control of Such Party“ includes any Lawful order of Government or Authority, Act of War, Rebellion or Sabotage, Fire, Flood, Earthquake or other natural disaster; as well as any other cause not within the control of such Party, or which is an event or circumstance that such Party, through its exercise of reasonable diligence, would have been unable to foresee, prevent or remedy.

7. ARBITRATION

All disputes and questions whatsoever which arise between the Parties to this Agreement and which touch on this Agreement, or the construction or application thereof; or any dispute or question about any account cost, or about any liability to be incurred hereunder; or any dispute or question about any act relating to this Agreement shall be settled by 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.

PROVIDER’S SIGNATURE: Page 4 of 24 RECEIVER’S SIGNATURE:

Neither of the Parties may alter, amend or 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 to enforce any of the terms of this Agreement, the prevailing Party shall be entitled to recover reasonable attorney’s fees and costs.

8. BANKING DETAILS – PROVIDER & RECEIVER

IMPORTANT: BELOW BANK ACCOUNTS TO BE USED FOR THE CLOSING OF THIS TRANSACTION

8.1. RECEIVER’S BANK CO-ORDINATES TO ISSUE MT199

BANK NAME

BANK ADDRESS

SWIFT CODE

ACCOUNT HOLDER

ACCOUNT NUMBER / IBAN

BANK OFFICER

BANK PHONE

8.1. (A) PROVIDER’S ISSUING BANK CO-ORDINATES TO ISSUE MT799 PRE-ADVICE AND MT760 SBLC AND RECEIVES SWIFT MT799 BPU: (10%)

BANK NAME

BANK ADDRESS

SWIFT CODE

ACCOUNT HOLDER

ACCOUNT NUMBER / IBAN

BANK OFFICER

BANK PHONE

PROVIDER’S SIGNATURE: Page 5 of 24 RECEIVER’S SIGNATURE:

(B) PROVIDER’S ISSUING BANK CO-ORDINATES TO ISSUE MT799 PRE-ADVICE AND MT760 SBLC AND RECEIVES SWIFT MT799 BPU: (10%)

BANK NAME

BANK ADDRESS

SWIFT CODE

ACCOUNT HOLDER

ACCOUNT NUMBER / IBAN

BANK OFFICER

BANK PHONE

8.2. RECEIVER’S BANK CO-ORDINATES TO RECEIVE MT799 PRE-ADVICE & MT760 SBLC AND SEND BACK TO PROVIDER ISSUING BANK SWIFT MT799 BPU:

BANK NAME

BANK ADDRESS

SWIFT CODE

ACCOUNT HOLDER

ACCOUNT NUMBER / IBAN

BANK OFFICER

BANK PHONE

BANK EMAIL

BOTH PROVIDER AND RECEIVER RESERVES THE RIGHT TO USE OR CHANGE THEIR BANK ACCOUNT TO MAKE PAYMENT AND RECEIVE SBLC IF NEEDED IN ORDER TO SUCCESSFULLY CLOSE THE TRANSACTION. (IT’S THEIR BANK REGULATIONS AND PROCEDURE).

9. TRANSACTION PAYMENT BANK ACCOUNT

RECEIVER WILL MAKE PAYMENT TO THE FOLLOWING ACCOUNT LISTED BELOW AND ALSO ISSUE A BANK PAYMENT UNDERTAKING TO EACH OF THE ACCOUNTS IN THE DENOMINATIONS STATED AND AS PER THE PROCEDURE AGREED UPON

PROVIDER’S SIGNATURE: Page 6 of 24 RECEIVER’S SIGNATURE:

PROVIDER‘S BANK CO-ORDINATES TO RECEIVE PAYMENT OF 10% (TEN PERCENT) OF SBLC FACE VALUE:

BANK NAME

BANK ADDRESS

BANK OFFICERSWIFT CODEACCOUNT NAMEADDRESSACCOUNT NUMBERBANK OFFICER EMAILBANK PHONE

10. SIGNATURES OF THE PARTIES

In WITNESS WHEREOF the parties hereto have duly signed and executed this Deed of Agreement in duplicate on the day and place as stated here above.

PROVIDER RECEIVER

Company:

General Manager: Mr. Passport №: Date of Issue: Date of Expiry: Place of Issue (Country):

Signature and Seal:

Company: Director: Mr.Passport №: Date of Issue: Date of Expiry:

Place of Issue:

Signature and Seal:

PROVIDER’S SIGNATURE: Page 7 of 24 RECEIVER’S SIGNATURE:

EXHIBIT A

VERBIAGE OF PRE-ADVICE VIA SWIFT MT799

SENDER

BANK NAME:

BANK ADDRESS: BANK OFFICER:

OFFICER 1:

OFFICER 2:

BANK PHONE NO:

BANK FAX:

BANK EMAIL:

SWIFT: BARCGB21

ACCOUNT HOLDER:

ACCOUNT NUMBER:

RECEIVER:

BANK NAME:ADDRESS:

ACCOUNT NAME:

ADDRESS:

ACCOUNT NUMBER:

SWIFT CODE:

BANK OFFICER:

OFFICER 1:

OFFICER 2:

Account Signatory:

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐SWIFT MESSAGE TEXT‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐----------------------------SUBJECT: CASH-BACKED STAND BY LETTER OF CREDIT UNDER ICC 758 FORMAT AMOUNT: €000,000,000.00 (XXXXXXX EUROS) BENEFICIARY: TRANSACTION CODE:

WE XXXX (ISSUING BANK NAME AND ADDRESS), ON BEHALF OF OUR CLIENT XXXXXXXXXX HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER STAND BY LETTER OF CREDIT (SBLC) CASH BACKED ICC 758 FORMAT IN THE AMOUNT OF €1000,000,000.00 (ONE BILLION) LAWFUL CURRENCY OF THE EUROPEAN UNION IN FAVOR OF YOUR CLIENT XXXXXXXXXX, ACCOUNT NUMBER: _______________, MATURITY: (ONE YEAR AND ONE DAY) VIA SWIFT MT-760. THIS SWIFT MESSAGE IS VERIFIABLE ON NORMAL BANK-TO-BANK BASIS WITH FULL BANKING RESPONSIBILITY. WE FURTHER CONFIRM THAT THE STAND BY LETTER OF CREDIT IS CASH-BACKED AND IS TRANSFERABLE AND UNCONDITIONALLY CALLABLE UPON MATURITY. WE ALSO CONFIRM THAT THE SOURCE OF FUNDS IS DERIVED FROM LEGITIMATE SOURCES AND WE HAVE DONE OUR INTERNAL DUE DILIGENCE IN ACCORDANCE WITH ANTI-MONEY LAUNDERING LAWS AND REGULATIONS.

THESE FUNDS ARE CLEAN AND CLEAR AND NOT FROM ANY CRIMINAL SOURCE. PLEASECONFIRM YOU ARE READY TO RECEIVE AND FUND THIS BANK INSTRUMENT AS PER THE DEED OF AGREEMENT BEARING TRANSACTION CODE: XXXXXXX. THERE WILL BE NO LIENS AND ENCUMBRANCES ON THIS INSTRUMENT WHICH SHALL BE DELIVERED AND AVAILED VIA MT-760 AND EXACT VERBIAGE OF THE STAND BY LETTER OF CREDIT (SBLC) SHALL BE AS BELOW:

---------------------------------------QUOTE----------------------------------

PROVIDER’S SIGNATURE: Page 8 of 24 RECEIVER’S SIGNATURE:

WE, ------------- (ISSUING BANK AND ADDRESS) ----------, AT THE REQUEST OF THE ABOVE REFERENCED CLIENT, HEREBY ESTABLISH OUR IRREVOCABLE AND TRANSFERABLE STAND BY LETTER OF CREDIT (SBLC) IN FAVOR OF XXXXXXX, IN THE AMOUNT OF €1000,000,000.00 ONE BILLION) LAWFUL CURRENCY OF THE EUROPEAN UNION AVAILABLE BY DRAFT UPON PRESENTATION TO US OF THE ORIGINAL OF THIS BANK GARANTEE (SBLC) AT OUR COUNTERS ON MATURITY, BUT NOT LATER THAN FIFTEEN (15) DAYS AFTER THE MATURITY DATE. SUCH DRAFT, UNDER THIS STAND BY LETTER OF CREDIT (SBLC) MUST BE MARKED ON ITS FACE “DRAWN UNDER (ISSUING BANK & ADDRESS), STAND BY LETTER OF CREDIT (SBLC) NUMBER [XXXXXXXXXXX], DATED XX/XX/2019”.

WE HEREBY AGREE WITH THE DRAWER, ENDORSER AND/OR BONA FIDE HOLDER OF THE DRAFT DRAWN UNDER, AND IN COMPLIANCE WITH TERMS OF THE STAND BY LETTER OF CREDIT (SBLC) THAT, SUCH DRAFT WILL BE DULY HONORED, AT ANY OF OUR COUNTERS WORLDWIDE, UPON PRESENTATION TO THE DRAWER HEREOF.

SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND CLEAR OF ANY DEDUCTIONS, OR CHARGES, FEES OR WITHHOLDING OF ANY NATURE, NOW OR HEREINAFTER IMPOSED, LEVIED, COLLECTED, WITH-HELD OR ASSESSED BY THE GOVERNMENT OF THE UNITED KINGDOM OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.

THIS STAND BY LETTER OF CREDIT (SBLC) IS IRREVOCABLE, TRANSFERABLE, ASSIGNABLE AND DIVISIBLE WITHOUT PRESENTATION TO US OR PAYMENT OF ANY TRANSFER OR ASSIGNABLE OR DIVISIBLE FEE AND UNCONDITIONALLY CALLABLE UPON MATURITY.

THIS STAND BY LETTER OF CREDIT (SBLC) IS SUBJECT TO THE “UNIFORM RULES FOR DEMAND GARANTEES” URDG ICC 758 AND SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES.

THIS IS AN OPERATIVE INSTRUMENT. ALL CHARGES ARE FOR ACCOUNT OF THE APPLICANT.

THIS STAND BY LETTER OF CREDIT (SBLC) EXPIRES ON DD/MM/2019

XXXXXXXX BANK ADDRESS XXXXXXXXXX

________________________ _________________________AUTHORISED BANK OFFICER 1 AUTHORISED BANK OFFICER 2 NAME, TITLE, PIN CODE NAME, TITLE, PIN CODE

________________________ _________________________AUTHORISED BANK OFFICER 1 AUTHORISED BANK OFFICER 2 NAME, TITLE, PIN CODE NAME, TITLE, PIN CODE

PROVIDER’S SIGNATURE: Page 9 of 24 RECEIVER’S SIGNATURE:

PROVIDER’S SIGNATURE: Page 10 of 24 RECEIVER’S SIGNATURE:

EXHIBIT B

VERBIAGE OF BANK PAYMENT UNDERTAKING (BPU) VIA SWIFT MT799

BANK NAME:

BANK ADDRESS:

SWIFT:

ACCOUNT NAME:

ACCOUNT NUMBER:

RECEIVER:

ADDRESS:

ACCOUNT NUMBER:

SWIFT CODE:

BANK OFFICER:

AMOUNT: EURO XXXX MILLION (€XXX,000,000.00)TRANSACTION CODE:

RE: TRANSACTION CODE & COMMITMENT TO PAY - NO 1/2/3/4/5

AT THE REQUEST OF OUR CLIENT: <RECIEVERS NAME> FOR THE BENEFIT OF: <PROVIDER’S NAME>, WE, <BANK NAME AND ADDRESS>, HEREBY IRREVOCABLY CONFIRM THAT WE ARE PREPARED TO UNDERTAKE THE FOLLOWING:

TO RECEIVE, VIA SWIFT MT-760 INTO OUR CLIENT’S ACCOUNT, <RECEIVERS ACCOUNT>CASH-BACKED, ASSIGNABLE, TRANSFERABLE, DIVISIBLE AND UNCONDITIONAL STAND BY LETTER OF CREDIT (“XXXM EURO”) AND;

TO SWIFT TRANSFER / RELEASE PAYMENT TO THIS NOMINATED ACCOUNT NUMBER XXXXXXXX UNDER THE NAME OF XXXXXXXXXXX AND AS MENTIONED IN DEED OF AGREEMENT BEARING TRANSACTION CODE XXXX DATED XXXX AND AS ACCOUNT TO PAY NO 1/2/3/4/5.

THE PAYMENT WILL BE RELEASED VIA UNCONDITIONAL SWIFT MT-103 WITHIN THREE (3) INTERNATIONAL BANKING DAYS AFTER SUCCESSFULLY RECEIVING AND AUTHENTICATING THE (“XXXM EURO”) STAND BY LETTER OF CREDIT DELIVERED VIA SWIFT MT-760 TO OUR CLIENT’S ABOVE-MENTIONED ACCOUNT.

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

________________________ _________________________AUTHORISED BANK OFFICER 1 AUTHORISED BANK OFFICER 2 NAME, TITLE, PIN CODE NAME, TITLE, PIN CODE

PROVIDER’S SIGNATURE: Page 11 of 24 RECEIVER’S SIGNATURE:

EXHIBIT C

VERBIAGE OF STAND BY LETTER OF CREDIT ICC758 VIA SWIFT MT760

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐MESSAGE HEADER‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ SWIFT INPUT: MT-760

SENDER

BANK NAME:

BANK ADDRESS: BANK OFFICER:

OFFICER 1:

OFFICER 2:

BANK PHONE NO:

BANK FAX:

BANK EMAIL:

SWIFT: BARCGB21

ACCOUNT HOLDER:

ACCOUNT NUMBER:

RECEIVER:

BANK NAME:ADDRESS:

ACCOUNT NAME:

ADDRESS:

ACCOUNT NUMBER:

SWIFT CODE:

BANK OFFICER:

OFFICER 1:

OFFICER 2:

Account Signatory:

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐SWIFT MESSAGE TEXT‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐----------------------------SUBJECT: CASH-BACKED STAND BY LETTER OF CREDIT UNDER ICC 758 FORMAT AMOUNT: €000,000,000.00 (XXXXXXXXXXX MILLION EUROS) BENEFICIARY: TRANSACTION CODE:

WE, ------------- (ISSUING BANK AND ADDRESS) ----------, AT THE REQUEST OF THE ABOVE REFERENCED CLIENT, HEREBY ESTABLISH OUR IRREVOCABLE AND TRANSFERABLE STAND BY LETTER OF CREDIT IN FAVOR OF XXXXXXX, IN THE AMOUNT OF €000,000,000.00 (XXXXXXXXXX MILLION EUROS) LAWFUL CURRENCY OF THE EUROPEAN UNION AVAILABLE BY DRAFT UPON PRESENTATION TO US OF THE ORIGINAL OF THIS LETTER OF CREDIT AT OUR COUNTERS ON MATURITY, BUT NOT LATER THAN FIFTEEN (15) DAYS AFTER THE MATURITY DATE. SUCH DRAFT, UNDER THIS LETTER OF CREDIT MUST BE MARKED ON

PROVIDER’S SIGNATURE: Page 12 of 24 RECEIVER’S SIGNATURE:

ITS FACE “DRAWN UNDER (ISSUING BANK & ADDRESS), STAND BY LETTER OF CREDIT NUMBER [XXXXXXXXXXX], DATED XX/XX/2018”.

WE HEREBY AGREE WITH THE DRAWER, ENDORSER AND/OR BONA FIDE HOLDER OF THE DRAFT DRAWN UNDER, AND IN COMPLIANCE WITH TERMS OF THE STAND BY LETTER OF CREDIT THAT, SUCH DRAFT WILL BE DULY HONORED, AT ANY OF OUR COUNTERS WORLDWIDE, UPON PRESENTATION TO THE DRAWER HEREOF.

SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND CLEAR OF ANY DEDUCTIONS, OR CHARGES, FEES OR WITHHOLDING OF ANY NATURE, NOW OR HEREINAFTER IMPOSED, LEVIED, COLLECTED,

WITH-HELD OR ASSESSED BY THE GOVERNMENT OF THE UNITED KINGDOM OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.

THIS STAND BY LETTER OF CREDIT IS IRREVOCABLE, TRANSFERABLE, ASSIGNABLE AND DIVISIBLE WITHOUT PRESENTATION TO US OR PAYMENT OF ANY TRANSFER OR ASSIGNABLE OR DIVISIBLE FEE AND UNCONDITIONALLY CALLABLE UPON MATURITY.

THIS STAND BY LETTER OF CREDIT IS SUBJECT TO “UNIFORM RULES FOR DEMAND GUARANTEES” URDG ICC PUBLICATION NO. 758 AND SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES.

THIS IS AN OPERATIVE INSTRUMENT. ALL CHARGES ARE FOR ACCOUNT OF THE APPLICANT.

THIS STAND BY LETTER OF CREDIT EXPIRES ON DD/MM/2019 XXXXXXXX BANK ADDRESS XXXXXXXXX

________________________ _________________________AUTHORISED BANK OFFICER 1 AUTHORISED BANK OFFICER 2 NAME, TITLE, PIN CODE NAME, TITLE, PIN CODE

SIGNED this XXXX 23, 2019

FINAL APPROVAL OF ALL VERBIAGES, EXHIBIT A, B & C ARE WITH RECEIVER BANK AND SUBJECT TO CHANGE IF NEEDED BUT FOR NOW AGREED AND ACCEPTED FOR AND ON BEHALF OF THE RECEIVER:

____________________________Name: Mr. Title: CEOPassport №: Date of Issue: Date of Expiry:

PROVIDER’S SIGNATURE: Page 13 of 24 RECEIVER’S SIGNATURE:

ANNEX 1

RECEIVER’S COLOUR COPY OF PASSPORT

(attached)

ANNEX 2

RECEIVER’S COMPANY CERTIFICATE

(attached)

ANNEX 3

PROVIDER’S COPY OF PASSPORT

ANNEX 4

PROVIDER’S COMPANY REGISTRATION CERTIFICATE

PROVIDER’S SIGNATURE: Page 14 of 24 RECEIVER’S SIGNATURE:

ANNEX 5

NON-SOLICITATION STATEMENT

To: THE PROVIDER

I, MR. ----------------------------------------- ACTING AS AUTHORIZED SIGNATORY FOR AND ON BEHALF OF ------------------------------------------------- LLC., DO HEREBY CONFIRM THAT I HAVE REQUESTED OF YOU AND YOUR ORGANIZATION, SPECIFIC CONFIDENTIAL INFORMATION AND DOCUMENTATION ON BEHALF OF MYSELF, REGARDING CURRENTLY AVAILABLE FUNDS FOR EXCHANGE AGAINST STAND BY LETTER OF CREDITS, TO SERVE ONLY MY INTEREST, EDUCATION , ANY PROJECT AND NOT FOR FURTHER DISTRIBUTION.

I AM HEREBY AGREEING THAT ALL INFORMATION RECEIVED FROM YOU IS IN DIRECT RESPONSE TO MY REQUEST AND IS NOT IN ANY WAY CONSIDERED OR INTENDED TO BE A SOLICITATION OF FUNDS OF ANY SORT OR TYPE OF OFFERING AND IS FOR MY GENERAL KNOWLEDGE ONLY.

I HEREBY AFFIRM UNDER FULL PENALTY OF PERJURY, THAT I HAVE REQUESTED THIS INFORMATION FROM YOU AND YOUR ORGANIZATION OF MY CHOICE AND ON MY FREE WILL AND FURTHER, THAT YOU HAVE NOT SOLICITED ME IN ANY WAY.

I HEREIN REPRESENT THAT I AM NOT AN INFORMANT, NOR AM I ASSOCIATED WITH ANY GOVERNMENT AGENCY SUCH AS SECRET SERVICE, IRS, FBI, CIA, SEC, BANKING COMMISSION, OR ANY AGENCY WHOSE PURPOSE IS TO GATHER INFORMATION REGARDING SUCH OFFERING.

FURTHER, I HEREBY DECLARE THAT YOU HAVE DISCLOSED THAT YOU ARE NOT A LICENSED SECURITY TRADER, ATTORNEY, BANK OFFICER, CERTIFIED PUBLIC ACCOUNTANT OR FINANCIAL PLANNER.

ANY INFORMATION, WORK OR SERVICE CONDUCTED HEREUNDER IS THAT OF A PRIVATE INDIVIDUAL AND THAT THIS IS A TRANSACTION THAT IS EXEMPT FROM SECURITIES ACT OF 1933/34 AND NOT INTENDED FOR THE GENERAL PUBLIC,BUT “JUST FOR MY PRIVATE USE ONLY”.

AGREED AND ACCEPTED BY THE RECEIVER

FOR AND ON BEHALF OF ---------------------------------------------- LLC

_______________________________________________

AUTHORIZED SIGNATURE: MR. -----------------------------------TITLE : CEO

PASSPORT NO.:

COUNTRY OF ISSUE:

ISSUE DATE: EXPIRY DATE:

PROVIDER’S SIGNATURE: Page 15 of 24 RECEIVER’S SIGNATURE:

PROVIDER’S SIGNATURE: Page 16 of 24 RECEIVER’S SIGNATURE:

ANNEX 6

CORPORATE RESOLUTION

RE: ONE YEAR ONE DAY OF FRESH CUT STAND BY LETTER OF CREDIT

THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF -------------------------------------------------------------------------------------------------------------------------- [HEREAFTER CALLED “COMPANY”] ATTENDED A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON October 2, 2018, AT THE COMPANY’S ABOVE REFERENCED ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED TO WITHOLD AND IT WAS RESOLVED THAT:

------------------------------------------------------------------------------------------------------- SHALL BE AND IS HEREBY APPOINTED TO SERVE AS CEO AND DIRECTOR OF THE COMPANY AND THAT HE IS 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 A STAND BY LETTER OF CREDIT TRANSACTION, 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 INVESTMENT OR DEPOSIT CONTRACTS WITH HIS SELECTED SOURCES AND BANKS WITH RESPECT TO THE COMPANY’S DEPOSITS THEREIN, AT HIS DISCRETION, FOR AND IN THE BEST INTERESTS OF THE COMPANY.

IT WAS FURTHER RESOLVED THAT --------------------------------------------------------, AS CEO OF THE COMPANY, SHALL BE AND IS HEREBY AUTHORIZED AND DIRECTED TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN FULL CONFORMITY WITH THE CHARTER, BY LAWS 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 THE ABOVE-NAMED DIRECTOR OF THE COMPANY HAS BEEN DULY ELECTED AND APPOINTED TO HOLD OFFICE AND IS PRESENTLY HOLDING OFFICE AND IS EMPOWERED TO ACT FOR AND ON BEHALF OF THE COMPANY, AND 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 NOVEMBER 5, 2018

SIGNED this ------------------------- , 2019

AGREED AND ACCEPTED BY THE RECEIVER

FOR AND ON BEHALF OF -----------------------------------------

_______________________________________________

AUTHORIZED SIGNATURE: ---------------------------------------

TITLE : CEO

PASSPORT NO.:

COUNTRY OF ISSUE:

ISSUE DATE:

PROVIDER’S SIGNATURE: Page 17 of 24 RECEIVER’S SIGNATURE:

EXPIRY DATE:

ANNEX 7

IREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

Both PROVIDER and RECEIVER agree that the RECEIVER’s and PROVIDER's agents/brokers are entitled to 2% (Two percent) of the STAND BY LETTER OF CREDIT (SBLC) face value commission fees. These commission fees will be shared between the PROVIDER’s and RECEIVER’s agents/brokers 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 DOA by wire transfer simultaneously with the RECEIVER’s payment UP TO ----------% (-------------- percent) of the face value of the SBLC as receiving fee to the PROVIDER for every tranche and/or transaction of the SBLC. 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/brokers 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 DOA shall be as follows:

PROVIDER’S SIGNATURE: Page 18 of 24 RECEIVER’S SIGNATURE:

TOTAL COMMISSION FEE OF 2% (TWO PERCENT) OF FACE VALUE IN EURO PAID BY THE RECEIVER TO BE SHARED AS FOLLOWS:1) PROVIDER‘S CONSULTANTS PAYMASTER’S BANK CO-ORDINATES TO RECEIVE 1% (ONE PERCENT)

OF SBLC FACE VALUE INCLUDING ANY ROLLS&EXTENSIONS:

BANK NAME

BANK ADDRESS

SWIFT CODE

ACCOUNT NAME

ACCOUNT №/IBAN

IBAN

NOTE: All wire transfers shall incorporate BELOW TEXT MESSAGE and a copy of Bank Wire Transfer shall be emailed to:

REQUIRED MESSAGE:

THE SWIFT OR CLEARSTREAM TEXT MESSAGE COVERING ALL REMITTANCES SHALL CLEARLY STATE THE FOLLOWING: “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER IS KNOWN TO US. THIS TRANSFER IS WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US. CLEARED, CLEAN, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS, KNOWN BY BUYER’S CODE

2) RECEIVER‘S CONSULTANTS PAYMASTER’S BANK CO-ORDINATES TO RECEIVE 1% (ONE PERCENT) OF SBLC FACE VALUE INCLUDING ANY ROLLS & EXTENSIONS:

BANK NAME

BANK ADDRESS

SWIFT CODE

ACCOUNT NAME

ACCOUNT №/IBAN

NOTE: All wire transfers shall incorporate BELOW TEXT MESSAGE and a copy of Bank Wire Transfer shall be emailed to:

REQUIRED MESSAGE: THE SWIFT OR CLEARSTREAM TEXT MESSAGE COVERING ALL REMITTANCES SHALL CLEARLY STATE THE FOLLOWING: “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER IS KNOWN TO US. THIS TRANSFER IS WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US. CLEARED, CLEAN, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES

PROVIDER’S SIGNATURE: Page 19 of 24 RECEIVER’S SIGNATURE:

OF NON-CRIMINAL AND NON-TERRORIST ORIGINS, KNOWN BY BUYER’S CODE

PROVIDER’S SIGNATURE: Page 20 of 24 RECEIVER’S SIGNATURE:

ALL THE ABOVE-MENTIONED BENEFICIARIES RESERVE THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANY TIME BY PROVIDING A WRITTEN REQUEST TO THE PAYER (UNDERSIGNED).

The RECEIVER, via same channel, shall provide to the beneficiaries, by e-mails or by tele/fax with copies of the swift related to all payment instructions upon the closing of each and every transaction of this Agreement.

SIGNED this XXX , 2019

AGREED AND ACCEPTED BY THE RECEIVER

FOR AND ON BEHALF OF ---------------------------------------

_______________________________________________

AUTHORIZED SIGNATURE: ---------------------------------------------

TITLE : CEO

PASSPORT NO.:

COUNTRY OF ISSUE:

ISSUE DATE: EXPIRY DATE:

PROVIDER’S SIGNATURE: Page 21 of 24 RECEIVER’S SIGNATURE:

PROVIDER’S SIGNATURE: Page 22 of 24 RECEIVER’S SIGNATURE:

Party “A” Passport copy

PROVIDER’S SIGNATURE: Page 23 of 24 RECEIVER’S SIGNATURE:

PROVIDER'S COMPANY COPY OF THE CERTIFICATE OF INCORPORATION

*** END OF DOCUMENT ***

PROVIDER’S SIGNATURE: Page 24 of 24 RECEIVER’S SIGNATURE: