cooperative financing agreement - …lease) no upfront fee, bank to... · web viewwhereas. the...

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Lessee Letterrpad Transaction Code: Lessor Code: Letter of Intent (LOI) DEED OF AGREEMENT (DOA) (SOME SORT OF SUPPORTING OR RECOMMENDATION LETTER IS REQUIRED FROM CLIENT BANK ASSURING ISSUANCE OF SOME COLLATERAL OF PN OR ICBPO OR BLOCKFUNDS MT760 FOR PAYMENT OF BG COST AFTER RECEIPT OF MT760 BG/SBLC. NO LOI WILL BE ACCEPTABLE WITHOUT A BANK SUPPORTING LETTER OR BCL OR BANK BALANCE STATEMENT.) The Provider : Address : Company Reg No : Represented by : ID Number : Nationality : Telephone No : Provider’sEmail : ( Hereinafter to the 'Lessor' on one part) And The Lessee : Address : Represented by : Nationality : Passport # : Telephone : (Hereinafter to the 'Lessee' on the other part) WHEREAS. The Lessee desires to Lease Bank Instrument (BG/SBLC) from the Lessor. Lessee confirms with full corporate and legal responsibility that funds available to fulfill the requirements for the Lease of this instrument is ready and Lessee further confirm to cooperate with the Lessor. WHEREAS. The Lessor desires to Lease, transfer and assign all rights title and interest of the BG/SBLC available to it to the Lessee. Lessor 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 Lessee. Lessor hereby declares under penalty of perjury that the BG/SBLC will be backed by funds that are good, 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 Lessee has agreed to Lease the BG/SBLC at 12% of Face Value for the instrument requested and Lessor has agreed to issue BG/SBLC for Lease and both Parties hereby agree to the following: LESSOR’s initials: Page 1 of 29 LESSEE’s initials:

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Page 1: COOPERATIVE FINANCING AGREEMENT - …Lease) No Upfront Fee, Bank to... · Web viewWHEREAS. The Lessee desires to Lease Bank Instrument (BG/SBLC) from the Lessor. Lessee confirms with

Lessee LetterrpadTransaction Code: Lessor Code:

Letter of Intent (LOI)

DEED OF AGREEMENT (DOA)

(SOME SORT OF SUPPORTING OR RECOMMENDATION LETTER IS REQUIRED FROM CLIENT BANK ASSURING ISSUANCE OF SOME COLLATERAL OF PN OR ICBPO OR BLOCKFUNDS MT760 FOR PAYMENT OF BG COST AFTER RECEIPT OF MT760 BG/SBLC. NO LOI WILL BE ACCEPTABLE WITHOUT A BANK SUPPORTING LETTER OR BCL OR

BANK BALANCE STATEMENT.)

The Provider :Address : Company Reg No : Represented by : ID Number : Nationality : Telephone No : Provider’sEmail :

( Hereinafter to the 'Lessor' on one part)

And

The Lessee : Address :Represented by : Nationality : Passport # :Telephone :(Hereinafter to the 'Lessee' on the other part)

WHEREAS. The Lessee desires to Lease Bank Instrument (BG/SBLC) from the Lessor. Lessee confirms with full corporate and legal responsibility that funds available to fulfill the requirements for the Lease of this instrument is ready and Lessee further confirm to cooperate with the Lessor.

WHEREAS. The Lessor desires to Lease, transfer and assign all rights title and interest of the BG/SBLC available to it to the Lessee. Lessor 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 Lessee. Lessor hereby declares under penalty of perjury that the BG/SBLC will be backed by funds that are good, 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 Lessee has agreed to Lease the BG/SBLC at 12% of Face Value for the instrument requested and Lessor has agreed to issue BG/SBLC for Lease and both Parties hereby agree to the following:

LESSOR’s initials: Page 1 of 26 LESSEE’s initials:

Page 2: COOPERATIVE FINANCING AGREEMENT - …Lease) No Upfront Fee, Bank to... · Web viewWHEREAS. The Lessee desires to Lease Bank Instrument (BG/SBLC) from the Lessor. Lessee confirms with

Lessee LetterrpadTransaction Code: Lessor Code:

Description of Instrument:

1. Instrument: BG, SBLC, FRESH CUT (FC), 100% CASH-BACKED, ON ICC STANDARD FORMAT LIKE ICC458 OR ICC758 OR ICC6002 (A). Minimum Face Value: : 20 Million to 500Mxxxxxxxx in First Tranche with a BlockFunds MT760 or ICBPO required AND up to 50 Billion USD/Euro in Tranches of 500 Million USD/Euro each.(B) FOR SMALL AMOUNTS OF BG LESS THAN 20M, BANK DRAFT OF 12% OF BG COST IS TO BE SENT TO OUR LAWYER OR BANK OFFICER AFTER OUR COUNTERSIGNED CONTRACT.

2. (B). Total Contract Amo XXXXXXXX Million Euro/Dollar; Euro/$X,000,000,000Current Contract Amout: XXXXXXXX Million Euro/Dollar; Euro/$X,000,000,0001st Trnache: XXXXXXXX Million Euro/Dollar; Euro/$xxx,000,000,2nd Tranche: xxxxxxxx Million Euro/Dollar; Euro/$xxxx,000,000,2 (C). Beneficiary:3. Issuing Banks: Credit Suisse, Geneva, Barclays Bank, London, HSBC Bank, Germany, London, Duetsch Bank, Zurich, and JP MORGAN CHASE BANK, LONDON; (Please choose any 3 IN ORDER OF YOUR PREFERENCE of these 5 OR OTHER TOP PRIMARY Banks, if necessary. Otherwise, we will choose for you.)4. Age: One Year and One Day5. Leasing Price: 9% + 3% commission, making it 12% of the BG Face Value 6. Delivery: {Bank-To-Bank Swift}7. Payment: MT1038. Hard Copy: Bonded Courier Service {within three banking days}

TRANSACTION PROCEDURES

1) (A) LESSEE SUBMITS TO LESSOR THIS SIGNED AGREEMENT, TOGETHER WITH CLIENT INFORMATION SHEET, CORPORATE BOARD RESOLUTION, NON-SOLICITATION LETTER, SIGNATORY'S PASSPORT COPY, CORPORATE REGISTRATION AND THE IRREVOCABLE MASTER FEE PROTECTION AGREEMENT.(B) LESSEE SHALL ALSO SUBMIT ATV (AUTHORIZATION TO VERIFY) TO OUR SUGGESTED SWISS BANKER TO VERIFY AVAILABILITY OF YOUR FUNDS FOR BG COST.

2) (A) AFTER COMPLETING DUE DILIGENCE, LESSOR COUNTERSIGNS THIS AGREEMENT AND IT THUS BECOMES A FULL RECOURSE COMMERCIAL CONTRACT AND RETURNS IT TO LESSEE, ALONG WITH LESSOR’S FULL BANKING COORDINATES.

2)3) (A) WITHIN THREE (3) BANKING DAYS AFTER SIGNING AND LODGING OF THIS

AGREEMENT, LESSEE SHALL ISSUE BLOCKED FUND OR ICBPO OR PN (PROMISSORY NOTE) VIA SWIFT MT-760, NOT BY MT799, (AS PER "APPENDIX A") OR MT103.23 TO LESSOR’S DESIGNATED RECEIVING BANK.(B) IN CASE OF SMALL AMOUNTS LESS THAN 20M, LESSEE WILL HAVE TO SEND BANK DRAFT OF 12% BG COST TO OUR LAWYER OR BANK OFFICER BY REGISTERED MAIL

4) (A) WITHIN THREE (3) TO (5) BANKING DAYS AFTER RECEIPT AND CONFIRMATION OF THE BLOCKED FUND VIA MT-760 OR ICBPO OR MT103.23, LESSOR SHALL SCHEDULE WITH ISSUING BANK TO ISSUE A PRE-ADVICE VIA SWIFT MT-799 (AS PER "APPENDIX B").

(B) IN CASE IF ANY LESSEE WANTS BANK TO BANK CONFIRMATION ABOUT ISSUANCE OF MT799 PRE-ADVICE, HE SHOULD REQUEST PROVIDER TO PROVIDE VERBIAGE FOR SENDING MT199 TO HIS BANK. THEN CLIENT CAN SEND THAT MT199 TO PROVIDER BANK

LESSOR’s initials: Page 2 of 26 LESSEE’s initials:

Page 3: COOPERATIVE FINANCING AGREEMENT - …Lease) No Upfront Fee, Bank to... · Web viewWHEREAS. The Lessee desires to Lease Bank Instrument (BG/SBLC) from the Lessor. Lessee confirms with

Lessee LetterrpadTransaction Code: Lessor Code:

FOR SUCH CONFIRMATION. PROVIDER BANK WILL REPLY BY MT199 VERBIAGE THAT IF MT760 BLOCKFUNDS OR ICBPO OR PROMISSORY NOTE OR MT103.23 IS RECEIVED FROM LESSEE BANK, MT799 PRE-ADVICE WILL BE SENT IN REPLY TO ICBPO OR BLOCKFUNDS MT760 OR PN OR MT103.23 THROUGH THE ISSUING TOP BANK. Lessee sends THIS MT199 to Provider bank that Lessee is ready to send ICBPO, if and provided that Provider bank confirms to send Pre-Advice MT799 and MT760 from the Issuing Bank. What you send as MT199 to Provider bank, it is a kind of your Pre-Advice to the Provider bank that you are ready to send ICBPO or Blockfunds etc. BY MT760, if Provider bank confirms to arrange MT799 Pre-Advice followed by MT760 THROUGH THE Top Issuing Bank after your ICBPO or MT760 Blockfunds etc.

©CLIENT VERIAGES OF MT760 BLOCKFUNDS OR ICBPO OR PROMISSORY NOTE ARE NOT ACCEPTABLE. ONLY OUR VERBIAGES AS GIVEN IN IN VARIOUS APPENDICES OF THIS DOA WILL BE ACCEPTABLE.(D) ALL THESE PAYMENT DOCUMENTS, ICBPO, BLOCKFUND POF, PROMISSORY NOTE HAVE TO BE SENT BY MT760 FOR 90 DAYS VALIDITY, BUT VALIDITY WILL AUTOMATICALLY EXPIRE AT THE COMPLETION OF THE TRANSACTION, I.E. BY THE PAYMENT OF THE BG/SBLC COST PAYMENT. MOREOVER, THEY WILL ALL EXPIRE AUTOMATICALLY IF MT799 PRE-ADVICE BY THE ISSUING BANK IS NOT SENT WITHIN 10 BANKING DAYS.

5) WITHIN THREE (3) BANKING DAYS OF RECEIPT OF THE CONFIRMATION OF THE ABOVE MT-799 PRE-ADVICE, LESSOR’S ISSUING BANK THEN ISSUES THE BANK GUARANTEE (BG) VIA SWIFT MT-760 (AS PER "APPENDIX C") TO LESSEE’S DESIGNATED BANK RECEIVING ACCOUNT. LESSOR SHALL PROVIDE A SCANNED COLOR COPY OF SAID MT-760 TO LESSEE’S EMAIL ADDRESS FOR TRACING.

6) WITHIN FIVE (5) BANKING DAYS AFTER CONFIRMATION OF THE ABOVE MT-760 BANK GUARANTEE (BG), LESSEE'S PAYING BANK SHALL RELEASE THE AGREED FUNDS TO LESSOR’S DESIGNATED BANK ACCOUNT, AND SIMULTANEOUSLY LESSEE PAYS DIRECTLY WIRE TRANSFER THROUGH THE RELEASE FUND OF MT-103 WITH THE CONSULTING FEES PER EACH FINANCING TO THE CONSULTANTS AS PER THE RELEVANT IRREVOCABLE MASTER FEE PROTECTION AGREEMENT.

7) WITHIN SEVEN (7) BANKING DAYS OF RECEIPT OF AGREED PAYMENTS, LESSOR’S BANK SHALL SEND THE BG HARD COPY ORIGINAL TO LESSEE’S DESIGNATED BANK RECEIVING ACCOUNT BY BANK BONDED COURIER.

8) ANY UNAUTHORIZED BANK CALLS, PROBES OR COMMUNICATIONS, OR AN IMPROPER SOLICITATION OR DISCLOSURE INVOLVING ANY OF THE BANKS CONCERNED IN THIS TRANSACTION WILL RESULT IN IMMEDIATE CANCELLATION OF THIS TRANSACTION AND SUBJECT THE VIOLATING PARTY TO DAMAGES.

BANKING INFORMATIONLESSOR'S BANKING COORDINATES: (1) PARTY A’S ISSUING BANK COORDINATES FOR SENDING MT-799 PRE-ADVICE, MT-760 BG AND HARD COPY OF BG

BANK NAMEBANK ADDRESSACCOUNT NUMBER

LESSOR’s initials: Page 3 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

ACCOUNT NAMESWIFT CODEBANK OFFICERBANK TELEPHONEBANK FAXBANKER’S E-MAIL

(2) LESSOR’S PAYMENT RECEIVING BANK COORDINATES FOR RECEIVING POF AND 12% PAYMENT

BENEFICIARYBANK NAMEBANK ADDRESSACCOUNT NUMBERACCOUNT NAMEABA ROUTINGSWIFT CODEBANK OFFICERBANK TELEPHONEBANK FAXBANKER’S E-MAILSPECIAL INSTRUCTIONS:

UPON RECEIPT OF FUNDS, PAYMASTER TO SEND NOTIFICATION BY EMAIL TO THE DESIGNATED BENEFICIARIES IN GROUP #1 AT AND, RESPECTIVELY.

REQUIRED MESSAGE: ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN, AND ARE IMMEDIATELY PAYABLE IN CASH”

LESSEE BANKING COORDINATE TO ISSUE BLOCKFUNDS MT760 OR ICBPO OR MT103.23 AND MAKE ALL PAYMENT S:

BANK NAME:BANK ADDRESS: SWIFT: ACCOUNT NO:ACCOUNT NAME:BANK OFFICER:TELEPHONE:FAX:

LESSEE BANKING COORDINATE TO RECEIVE PRE-ADVICE VIA MT 799 FOLLOW ED BY MT 760 :

BANK NAME:BANK ADDRESS: SWIFT: ACCOUNT NO:ACCOUNT NAME:

LESSOR’s initials: Page 4 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

BANK OFFICER:TELEPHONE:FAX:

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 ACTIONABLE FOR DAMAGES SUSTAINED HEREBY. EACH PARTY IS NOT ALLOWED TO CONTACT THE OTHER PARTY'S BANK WITHOUT EXPRESSED WRITTEN PERMISSION. ANY LESSOR ATTEMPTING TO DO SO WILL LEAD TO CANCELLATION OF THIS FINANCING AGREEMENT. SPECIAL CONDITIONSANY UNAUTHORIZED CALLS BY ANY PARTY OR ITS REPRESENTATIVE LAWYERS TO PROBE OR COMMUNICATION IN AN IMPROPER WAY TO LESSOR’S OR LESSEE’S BANK(S) IN THIS FINANCING SHALL BE PROHIBITTED AND CONTRACT TERMINATED.MULTIPLE BANKS AND ACCOUNTS MAY BE USED BY LESSOR AND LESSEE TO FACILITATE EXHAUSTION OF THE CONTRACT. LESSOR AND LESSEE MAY CHANGE OR ADD THEIR BANKS BY PROVIDING WRITTEN NOTICE WITHIN TWENTY-FOUR (24) BANKING HOURS TO EACH OTHER.

BOTH PARTIES SHALL BE RESPONSIBLE FOR THEIR OWN INSTITUTIONAL COSTS, AND ACCEPT LIABILITY FOR TAXES, IMPOSTS, LEVIES OR CHARGES THAT MAY BE APPLICABLE IN THE EXECUTION OF THE FINANCING.

GENERALLY RECOGNIZED INTERNATIONAL STANDARDS CONCERNING THE PAYMENT OF FEES, AS WELL AS NON-CIRCUMVENTION AND NON-DISCLOSURE SHALL APPLY FOR A PERIOD OF FIVE (5) YEARS, RENEWABLE FOR ANOTHER FIVE YEARS PERIOD OF TIME AT THE OPTION OF BOTH PARTIES.

THIS FINANCING CONSTITUTES A PRIVATE PLACEMENT FOR BANK INSTRUMENTS BETWEEN THE PARTIES AND SHALL NOT BE CONSTRUED AS A SECURITY TRANSACTION DESCRIBED IN THE UNITED STATES SECURITIES ACT OF 1934 AS AMENDED OR BY THE LAWS OF ANY OTHER NATION.

FACSIMILE, E-FAX OR E-MAIL TRANSMISSION AND COPIES OF THIS DOCUMENT, WHEN FULLY EXECUTED ARE TO BE CONSIDERED ORIGINAL AND BINDING DOCUMENTS.

UPON ACCEPTANCE, THIS AGREEMENT BECOMES A LEGAL AND BINDING CONTRACT BETWEEN THE PARTIES. EACH PARTY HOLDS ONE OF THE AGREEMENT SIGNED IN ORIGINAL AND MAY BE EXCHANGED TO COMPLETE SIGNATURES IN WET INK AS HARD COPY CONTRACT WHEN REQUIRED.

BOTH LESSOR AND LESSEE JOINTLY AND SEVERALLY COVENANT AND UNDERTAKE TO ENSURE THAT THEIR RESPECTIVE OBLIGATIONS UNDER THIS CONTRACT ARE MET. FAILURE TO PERFORM THEIR OBLIGATION UNDER THIS CONTRACT WILL SUBJECT TO THE PENALTY OF THREE PERCENT (3%) OF FACE VALUE OF THE BG TO THE INJURED PARTY WITHOUT RECOURSE.

ARBITRATIONANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, WHICH IS NOT SETTLED BY THE PARTIES, SHALL BE SUBJECT TO BINDING ARBITRATION. THE VERDICT RENDERED BY THE PANEL OF ARBITRATORS SHALL BE FINAL AND BINDING AND MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION. IN THE EVENT OF A DISPUTE, THE FOLLOWING PROCEDURES SHALL APPLY:

(A) A WRITTEN NOTICE SHALL BE SENT (BY REGISTERED MAIL WITH RETURN RECEIPT REQUESTED) BY THE AGGRIEVED PARTY TO THE PARTY IN DEFAULT, WHICH SHALL INCLUDE AN EXPLICIT AND DETAILED STATEMENT OF THE DISPUTE. THE LESSEE BEING SERVED THE NOTICE

LESSOR’s initials: Page 5 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

SHALL HAVE (15) BUSINESS DAYS TO RESPOND IN WRITING AND / OR TO CURE THE DEFAULT. IF THE PARTIES FAIL TO RESOLVE THE DISPUTE WITHIN THE FIFTEEN-BUSINESS DAY PERIOD, THE MATTER WILL BE SUBMITTED TO ARBITRATION AS FOLLOWS.

(B) THE PARTIES AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS BY ARBITRATION IN ACCORDANCE WITH THE RULES OF CONCILIATION AND ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE, PER ICC DOCUMENT Y432-A AND OTHER APPLICABLE ICC DOCUMENTS. ARBITRATION PROCEEDINGS SHALL BE DIRECTED BY THREE ARBITRATORS, ONE APPOINTED BY EACH LESSOR AND THE THIRD SUBSEQUENTLY APPOINTED BY THE FIRST TWO ARBITRATORS. THE ARBITRATORS TO BE CHOSEN BY THE PARTIES SHALL BE CHOSEN WITHIN 30 DAYS OF THE SERVICE OF A DEMAND FOR ARBITRATION ON ANY OF THE PARTIES. THE APPOINTMENT OF ANY ARBITRATOR MAY BE SUBJECT TO CHALLENGE BY ANY PARTY ONLY BY REASON OF A CONFLICT OF INTEREST. THE PARTIES AGREE TO HAVE THE DISPUTE ARBITRATED IN ACCORDANCE WITH SAID RULES OF ARBITRATION. THE ARBITRATION PROCEEDINGS SHALL BE HELD IN ------, OR OTHER LOCATION MUTUALLY AGREED IN WRITING BY THE PARTIES FAILURE TO APPEAR WITHOUT A SHOWING OF GOOD CAUSE, SHALL ENTITLE THE OTHER PARTY TO AN AWARD.

(C) THE DECISION AND AWARD MADE BY THE ARBITRATORS SHALL INCLUDE THE AWARD OF ALL COSTS AND EXPENSES INCLUDING ATTORNEY'S FEES AND EXPENSES, INCURRED BY THE AGGRIEVED PARTY AS A RESULT OF THE DISPUTE. ANY SUCH AWARD SHALL BE PAID TO THE THE UNSUCCESSFUL PARTY WITHIN THIRTY (30) DAYS AFTER THE AWARD. IN THE EVENT OF CIRCUMVENTION, EITHER DIRECTLY OR INDIRECTLY, OR ANY OTHER DISPUTE ARISING OUT OF, OR RELATING TO THIS CONTRACT, THE AGGRIEVED PARTY SHALL BE ENTITLED TO MONETARY COMPENSATION EQUAL TO THE MAXIMUM FEE, REMUNERATION, CONSIDERATION, OR BENEFIT IT WOULD HAVE RECEIVED FROM SUCH TRANSACTION, AND SUCH OTHER DAMAGES AND RELIEF AS MAY BE DEEMED APPROPRIATE. THE SUM ALLOWED AND RELIEF GRANTED SHALL BE PAID AND BECOME DUE AND PAYABLE WITHIN THE THIRTY (30) DAY PERIOD REQUIRED FOR THE PAYMENT OF FEES AND EXPENSES, UNLESS OTHERWISE SPECIFIED IN THE ARBITRATION DECISION. SETTLEMENT UPON AN AWARD SHALL BE FINAL, AND MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

NO N-C I R C U M V E N T I O N & NO N-DI S C L O S U RE THE PARTIES HEREIN AGREE THE NON-CIRCUMVENTION / NON-DISCLOSURE RULES OF ICC, LATEST EDITION, SHALL APPLY TO THE TRANSACTION FOR A PERIOD OF (5) FIVE YEARS FROM THE DATE OF EXECUTION OF THIS AGREEMENT BY THE UNDERSIGNED, HIS/HER ASSIGNS, AGENTS, AND/OR HEIRS. THIS NC/ND ALSO APPLIES TO ANY AND ALL OTHER TRANSACTIONS DIRECT OR INDIRECT. REGARDING THIS TRANSACTION AND ITS POSSIBLE ROLLOVERS AND EXTENSIONS, EACH PARTY AND THEIR RESPECTIVE INTERMEDIARIES WARRANT NOT REVEALING THE BANKING COORDINATES, PROVIDED HEREIN, TO ANY INDIVIDUAL OR INSTITUTION OTHER THAN THOSE BANKING OFFICERS NECESSARY FOR COMPLETION OF THIS FINANCING.

AFTER CONFIRMATION, BY SIGNATURE AND SEAL, THIS DOCUMENT WILL BE EFFECTIVE EQUAL AS AN AGREEMENT/ CONTRACT. EACH PARTY HOLDS ONE OF THE EFFECTIVE AGREEMENT/CONTRACTS BY THEIR EXECUTION BELOW, THE PARTIES HERETO AGREE TO THE GENERAL TERMS AND ALL CONDITIONS HEREIN AND WARRANT UNTO THE OTHER THE ENTIRE AGREEMENT BETWEEN PARTIES.

IN WITNESS WHEREOF THE PARTIES EXECUTED THIS AGREEMENT ON THE DATE BELOW WRITTEN.

SIGNED BY THE LESSEE

<SEAL>

LESSOR’s initials: Page 6 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

_____________________________ Date: 6 May 2023 Name: Title: Passport No.: Country: Issue Date: Expiry Date:

SIGNED BY THE LESSEE

<SEAL>_____________________________ Date: 6 May 2023 Name: Title: Passport No.: Country: Issue Date: Expiry Date:

ACCEPTABLE DRAFT OF ICBPO

SWIFT INPUT: MT 799

NON-NEGOTIABLE ICBPO POF MT760 VERBIAGE

ICBPO SWIFT MT760

(NON-NEGOTBLE ICBPO VERBIAGE FORMAT VIA SWIFT MT760)------------------------------------------MESSAGE HEADER------------------------------------------

SWIFT INPUT: MT760 ICBPO

SENDER:

BANK NAME:

BANK ADDRESS:

SWIFT CODE:

BANK OFFICER:

Tel:

Fax:

AMOUNT:

ACCOUNT NAME:

LESSOR’s initials: Page 7 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

ACCOUNT NUMBER:

RECEIVER:

BANK NAME:

BANK ADDRESS:

SWIFT CODE:

BANK OFFICER:

TELEPHONE NUMBER:

EMAIL ADDRESS:

ACCOUNT NAME:

ACCOUNT NUMBER:

IBAN NUMBER:

ACCOUNT NUMBER USD:

IBAN NUMBER USD:

BENEFICIARY:

ACCOUNT CURRENCY:

------------------------------------------SWIFT MESSAGE TEXT----------------------------

TRANSACTION CODE:

TRANSACTION NUMBER:

NARRATIVE:

WE, ____________ BANK NAME____________REPRESENTED BY THE UNDERSIGNED OFFICERS HEREBY OPEN OUR IRREVOCABLE, ASSIGNABLE, TRANSFERABLE, CONFIRM-ABLE AND CONDITIONAL BANK PAYMENT ORDER IN FAVOR OF ……………………. FOR AMOUNT OF EUROS/USD ------------------------------------------------ONLY (EURO/USD----------------) DUE 60 DAYS FROM THE DATE OF THE TRANSMISSION OF THIS SWIFT WHICH IS:____ (DATE), OR UNTIL THE TRANSACTION IS COMPETED.

 PAYMENT IS AVAILABLE ON THE BENEFICIARY'S FIRST WRITTEN DEMAND VIA BANK WIRE

LESSOR’s initials: Page 8 of 26 LESSEE’s initials:

Page 9: COOPERATIVE FINANCING AGREEMENT - …Lease) No Upfront Fee, Bank to... · Web viewWHEREAS. The Lessee desires to Lease Bank Instrument (BG/SBLC) from the Lessor. Lessee confirms with

Lessee LetterrpadTransaction Code: Lessor Code:

TRANSFER UPON THE SUCCESSFUL COMPLETION OF THE TRANSACTION AS CONTAINED IN TRANSACTION CODE NO:XXXXXXX

WE ALSO CONFIRM THAT PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS ARE ACCEPTABLE. WE, ENGAGE WITH YOU THAT THE DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS IRREVOCABLE, CONDITIONAL BANK PAYMENT ORDER SHALL BE DULY HONORED ON THE PRESENTATION TO US. THIS IRREVOCABLE, CONDITIONAL BANK PAYMENT ORDER IS SUBJECT TO UNIFORM CUSTOM AND PRACTICE FOR DOCUMENTARY CREDIT (1993 EDITION) I.C.C. PUBLICATION NUMBER 500. THIS BANK PAYMENT GUARANTEE IS CASH-BACK AND IT SHALL EXPIRE ON:…. FOR AND ON BEHALF OF …………………(FULL NAME AND ADDRESS OF ISSUING BANK) END OF TRANSMISSION:

BANK OFFICER (1)                                                          BANK OFFICER (2)

NAME:                                                                                 NAME:

TITLE:                                                                                 TITLE:

---------------------------------------------------MESSAGE END-----------------------------------------------

ACCEPTABLE DRAFT OF

PROOF OF FUNDS – BLOCK FUNDS

SWIFT INPUT: MT 799

PROOF OF FUNDS – BLOCKED FUNDS

NON-NEGOTIABLE BLOCKFUNDS POF MT760 VERBIAGE

------------------------------------------MESSAGE HEADER------------------------------------------

SWIFT INPUT: MT760 BLOCKFUNDS PROOF OF FUNDS

SENDER:

LESSOR’s initials: Page 9 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

BANK NAME:

BANK ADDRESS:

SWIFT CODE:

BANK OFFICER:

Tel:

Fax:

AMOUNT:

ACCOUNT NAME:

ACCOUNT NUMBER:

RECEIVER:

BANK NAME:

BANK ADDRESS:

SWIFT CODE:

BANK OFFICER:

TELEPHONE NUMBER:

EMAIL ADDRESS:

ACCOUNT NAME:

ACCOUNT NUMBER:

IBAN NUMBER:

ACCOUNT NUMBER USD:

IBAN NUMBER USD:

BENEFICIARY:

ACCOUNT CURRENCY:

------------------------------------------SWIFT MESSAGE TEXT----------------------------

TRANSACTION CODE:

TRANSACTION NUMBER:

LESSOR’s initials: Page 10 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

NARRATIVE:

WE,-----------------------THE BANK, HAVING AN ADDRESS AT---------------- ,AND REPRESENTED BY THE UNDERSIGNED BANK OFFICERS HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY AND LIABILITY THAT OUR CLIENT-----------------------------HAS ON DEPOSITS WITH OUR BANK UNDER THEIR SOLE SIGNATURE IN ACCOUNT NUMBER---------------- (or IBAN NUMBER: -----------------), FOR THE SUM OF XXXXXXXXXX MILLION.

THESE FUNDS ARE CLEAN, CLEARED, OF NON-CRIMINAL ORIGIN AND ARE FREE OFANY LIENS AND ENCUMBRANCES AND ARE AVAILABLE TO THE CLIENT WITHOUT ANY RESTRICTIONS.

IT IS VALID FOR 60 DAYS FROM THE DATE OF THE TRANSMISSION OF THIS SWIFT WHICH IS:____ (DATE), OR UNTIL THE TRANSACTION IS COMPETED

PAYMENT IS AVAILABLE ON THE BENEFICIARY'S FIRST WRITTEN DEMAND VIA BANK WIRE TRANSFER UPON THE SUCCESSFUL COMPLETION OF THE TRANSACTION AS CONTAINED IN TRANSACTION CODE NO:XXXXXXX

WE ALSO CONFIRM THAT PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS ARE ACCEPTABLE.

WE, ENGAGE WITH YOU THAT THE DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS IRREVOCABLE, CONDITIONAL BANK PAYMENT ORDER SHALL BE DULY HONORED ON THE PRESENTATION TO US.

THIS IRREVOCABLE, CONDITIONAL BANK PAYMENT ORDER IS SUBJECT TO UNIFORM CUSTOM AND PRACTICE FOR DOCUMENTARY CREDIT (1993 EDITION) I.C.C. PUBLICATION NUMBER 500.

THIS BANK PAYMENT GUARANTEE IS CASH-BACKED AND IT SHALL EXPIRE ON………..:….

FOR AND ON BEHALF OF ………………… (FULL NAME AND ADDRESS OF ISSUING BANK)

LESSOR’s initials: Page 11 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

END OF TRANSMISSION:

BANK OFFICER (1) BANK OFFICER (2)

NAME: NAME:

TITLE: TITLE:

---------------------------------------------------MESSAGE END-----------------------------------------------

SWIFT INPUT: MT 799

PROMISSORY NOTE SWIFT MT760

DATE OF ISSUE: XXXX / XX / XXMATURITY: 90 DAYS FROM THE DATE OF ISSUEVALIDITY: VALIDATION IS ALWAYS 90 DAYS or UNTIL THE TRANSACTION IS COMPLETED. SENDING BANK: BANK ADDRESS: RECEIVING BANK NAME:ADDRESS:ACCOUNT NAMEACCOUNT NUMBER:IBAN :SWIFT CODEBANK OFFICER NAMETEL / FAXEMAILPERIOD OF ISSUE : NINETY (90) DAYS CURRENCY : EURO / USDAMOUNT : BENEFICIARY : XXXXXXXXXXXXREFERENCE: CONTRACT WITH TRANSACTION CODE:

FOR VALUE RECEIVED, WE …………(BANK NAME HERE)……., WITH ITS OFFICE LOCATED AT... (OFFICE)…. …………………., WITHOUT PROTEST AND NOTIFICATION, HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE TO PAY TO THE ORDER OF: (BENEFICIARY NAME HERE) WITH ITS OFFICE LOCATED AT XXXXXXXXXXX , AT MATURITY, THE SUM OF XXXXXXX XXXXXXX XXXXXX XXXXXXX EURO (EURO €00,000,000.00) IN THE LAWFUL EUROPEAN CURRENCY. SUCH PAYMENT SHALL BE MADE AT OUR OFFICES OR WIRE TRANSFER WITHOUT DELAY, PROTEST SET-OFF AND CLEAR OF ANY DEDUCTION OR CHARGES, FEES OR WITHHOLDING OF ANY NATURE NOW OR THEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED

SUCH PAYMENT SHALL BE MADE AT OUR OFFICES OR WIRE TRANSFER WITHOUT DELAY, PROTEST SET-OFF AND CLEAR OF ANY DEDUCTION OR CHARGES, FEES OR WITHHOLDING OF ANY NATURE NOW OR THEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY ANY LEGAL ENTITY.

LESSOR’s initials: Page 12 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

THIS PROMISSORY NOTE IS ASSIGNABLE, DIVISIBLE AND TRANSFERABLE AND SHALL BE GOVERNED AND CONSTRUCTED IN ACCORDANCE WITH THE LAWS OF SWITZERLAND …..TH OF .............. 2015..

FOR AND BEHALF OF XXXXXXXXXXXXXX. BANK OFFICER NAME BANK OFFICER NAME TITLE, TITLE,PIN NO. PIN NO.

I AGREE TO ISSUE ANY ONE OF THE MT760 AS PER VERBIAGES ABOVE AFTER GETTING THE COUNTERSIGNED CONTRACT FROM THE PROVIDER.

Signed this 06 May 2023

<SEAL>_____________________________ Date: 6 May 2023 …………Signatory Name: Title: DirectorPassport No.: Country: Date of Issue: Date of Expiration:

APPENDIX B

DRAFT SWIFT OF PRE-ADVICE VIA MT-799(SPECIMEN COPY – FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT)

TO: FROM: ATTN: PLEASE ADVISE YOUR CLIENT: RE: TRANSACTION CODE:

WE, ………… (ISSUING BANK NAME) HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER ONE (1) BG OF OUR CLIENT, …………… IN THE FACE AMOUNT OF XXXXXXXXX IN FAVOR OF (BENEFICIARY).

THIS SWIFT MESSAGE IS VERIFIABLE ON NORMAL BANK-TO-BANK BASIS WITH FULL BANKING RESPONSIBILITY.

THERE WILL BE NO LIENS AND ENCUMBRANCES ON THIS INSTRUMENT WHICH SHALL BE DELIVERED AND AVAILED VIA MT760 AND EXACT BG AS PER FOLLOWING TEXT BELOW INSTRUCTION.

BG NUMBER :PLACE OF ISSUE :DATE OF ISSUE :MATURITY DATE :

LESSOR’s initials: Page 13 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

CUSIP NO :ISIN NO :CURRENCY :FACE AMOUNT :BENEFICIARY NAME :

FOR VALUE RECEIVED, WE …………… (NAME OF ISSUING BANK), AT…………… (FULL BANK ADDRESS), HEREBY ISSUE OUR IRREVOCABLE, UN-CONDITIONAL AND NEGOTIABLE BG NO.: …………… IN FAVOUR OF (BENEFICIARY) FOR THE AMOUNT OF XXXXXXXXX, VALID FOR ONE (1) YEAR AND ONE (1) DAYS AND DUE FOR PAYMENT AT MATURITY ON …………… (1 YEAR + 1 DAY MATURITY DATE FROM ISSUING DATE).

WE HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE TO PAY IN FULL AGAINST THIS BG AT MATURITY DATE, WITHOUT ANY PROTEST, DELAY OR OBJECTION, THE SUM OF XXXXXXXX TO THE ORDER OF XXXXXXXXXXXXXXXXXXXX. THE BENEFICIARY’S THE BEARER OR HOLDER THEREOF AT MATURITY. SUCH PAYMENT SHALL BE MADE FREE AND CLEAR OF ANY DEDUCTIONS CHARGES, FEES OR WITHHOLDING, UPON RECEIVING BENEFICIARY’S FIRST DEMAND VIA BANK WIRE SYSTEM AND SURRENDER OF THIS BG NO: …………… AT THIS BANK AT MATURITY DATE.

THIS BG IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT PAYMENT OF ANY FEES. WE HEREBY ENGAGE WITH YOU THAT THE DEMAND MADE UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS BG, SHALL BE DULY HONOURED ON DUE PRESENTATION TO US. THE DEMAND HEREUNDER MUST BE MARKED “DRAWN UNDER BG NO: …………… DATED ………… (BG’S ISSUE DATE).

THIS BG IS CONSTRUED, GOVERNED AND ISSUED IN ACCORDANCE WITH THE RULES, REGULATIONS AND PRACTICES AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE (ICC), PARIS, FRANCE, PUBLICATION 600, LATEST REVISION.

THIS SWIFT IS OUR VALID AND OPERATIVE INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES ARE FOR THE ACCOUNT OF APPLICANT.FOR AND ON BEHALF: …………… (ISSUING BANK)

…..……………………………………..AUTHORISED BANKER {1}NAME, TITLE & PIN CODE

…..……………………………………..AUTHORISED BANKER {2}NAME, TITLE & PIN CODE

APPENDIX C

DRAFT TEXT OF BANK GUARANTEE VIA MT-760 TO: (CLIENT BANK)

DATE: ___________

BANK GUARANTEE NO.__________________.AT THE REQUEST OF ______________________(“APPLICANT”), WE,______________(THE BG ISSUING BANK AND ITS ADDRESS) HEREBY ISSUE OUR IRREVOCABLE BG NO._________________ IN FAVOUR OF (THE

LESSOR’s initials: Page 14 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

‘BENEFICIARY’) FOR NOT EXCEEDING THE AMOUNT OF XXXXXXXXXX MILLION USD (SAY US DOLLARS $XXXXXX.00 ONLY) INCLUDING THE PRINCIPAL AMOUNT, INTEREST, PENALTY INTEREST, AND ANY OTHER FEES, EXPENSES WHICH ARE OR MAY BECOME PAYABLE TO THE BENEFICIARY UNDER THE FACILITY AGREEMENT REGARDING THE TERM LOAN FACILITY BETWEEN (THE BENEFICIARY) AND (THE ‘BORROWER’).

THIS BG IS AVAILABLE BY PAYMENT WITH US AGAINST THE BENEFICIARY’S DEMAND BY AUTHENTICATED SWIFT TO US STATING THAT THE AMOUNT OF SUCH CLAIM(S) REPRESENTS AND COVERS THE UNPAID BALANCE OF INDEBTEDNESS IN CONNECTION WITH THE BENEFICIARY’S GRANTING THE LOAN FACILITY TO THE BORROWER.

UPON RECEIPT OF THE BENEFICIARY’S AUTHENTICATED SWIFT CLAIM IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS BG, WE UNDERTAKE UNCONDITIONALLY TO REMIT THE PROCEEDS BY T/T TO THE BENEFICIARY IN ACCORDANCE WITH YOUR INSTRUCTIONS WITHIN FIVE (5) BANKING DAYS.

THE AMOUNT OF THIS BG WILL BE AUTOMATICALLY REDUCED BY THE AMOUNT OF ALL DRAWINGS HEREUNDER.

PARTIAL DRAWINGS ARE ACCEPTABLE.

THIS BG WILL BE EFFECTIVE FROM THE ISSUING DATE AND EXPIRE ON _______ (THE EXPIRY DATE) AT THE COUNTER OF ISSUNG BANK.

THIS BG IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION), ICC PUBLICATION NO.600.

(ELECTRONIC SIGNATURES OF TWO BANK OFFICERS WITH NAMES & TITLES)

………………………………………… …………………………….. ……………NAME NAMETITLE TITLEPIN PIN

CLIENT’S INFORMATION SHEET

In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the Federal Marketing Commission Circular of December 1998, concerning the prevention of money laundering, the following information may be supplied to Banks and/or other Federal Institutions for purposes of verification.

1. Lessee’s Name:Company’s name Registered Address Contact AddressDirectors Business Registration No. Telephone No. -Facsimile No.

2. Represented for this transaction by: Nationality Passport Number Date of Issue

LESSOR’s initials: Page 15 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

Date of Expiration Date of Birth Place of Birth Address Telephone No.Mobile No. Email Address

3. Legal Counsel: Address Telephone No. Facsimile No.Email Address

4 Lessee’s Banking:Name of Bank Bank Address

Account Name Account Number Account Signatory S.W.I.F.T. Code Bank Officer / Title Telephone No. Facsimile No.E-Mail:

5 Funds Information:Origin: Funds by Business earningAmount available for this transaction: .....................................Are funds clean and clear? YES

6 Brief Description of Corporate Activities:Investment management

Declaration: I hereby swear under penalty of perjury, that the information provided is both true and accurate. I am the signatory on the aforementioned Bank account. All monies engaged in this transaction are derived from non-criminal origin; and, are good, clean and cleared. The origin of funds is in compliance with Anti-Money-Laundering Policies as set forth by the Financial Action task Force (FATF) 6/01.

Signed this 06 May 2023

<SEAL>_____________________________ Date: 6 May 2023 …………Signatory Name: Title: DirectorPassport No.: Country: Date of Issue: Date of Expiration:

LESSOR’s initials: Page 16 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

CERTIFICATE OF INCORPORATION OF LESSEE

BOARD RESOLUTION

THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF XXXXXX HAVING IT’S CONTACT ADDRESS AT NO.XXXXXXX (HEREINAFTER REFERRED TO AS THE “COMPANY”) HAVING A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON 06 MAY 2023, 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 XXXXXXXXX, HOLDER OF XXXXXXX PASSPORT NUMBER XXXXXXXXX, 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.

LESSOR’s initials: Page 17 of 26 LESSEE’s initials:

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FURTHER RESOLVED: THAT MR. XXXXXXXXX, 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 06 May 2023.

SIGNED BY THE CHAIRMAN OF BOARD:

____________________________NAME: TITLE: OWNER / DIRECTOR PASSPORT №: PLACE OF ISSUE: DATE OF EXPIRY:

LESSOR’s initials: Page 18 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

NON-CIRCUMVENTION AND NON-DISCLOSURE

ALL PARTIES DO HEREIN AGREE THAT THE NON-CIRCUMVENTION AND NON-DICLOSURE RULES (NCND) OF ALL ISSUES FROM THE ICC 500 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 CONCENT OF THE PARTIES. IF NO CONTRACT IS COMSUMMATED, 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 LESSOR’S CODE AND THE LESSEE’S CODE REFERRED TO HEREIN. SHOULD A CONTRACT BE SIGNED BETWEEN THE LESSOR AND LESSEE, 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 day………. 6 May 2023 …….by LESSEE

<SEAL>________________________For and on behalf of LesseeName: Title: DIRECTORPassport No.:Nationality:

LESSOR’s initials: Page 19 of 26 LESSEE’s initials:

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NON-SOLICITATION LETTER

I, Lessee name, title, with Passport #, , 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 STRICLY 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 1933 or related regulations, and it does not involve the sale or Lease 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 Agreed and Accepted by the LESSEE:

This day xxxxx6 May 2023.

<SEAL>___________________________For and on behalf of LesseeName: Title: DIRECTORPassport No.: Nationality:

LESSOR’s initials: Page 20 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT& IRREVOCABLE CORPORATE PAYMENT ORDER

DATE:

TO: BOTH PARTIES’ CONSULTANTS

Description of Instrument:

1. Instrument: BG, SBLC, FRESH CUT (FC), 100% CASH-BACKED, ON ICC STANDARD FORMAT LIKE ICC458 OR ICC758 OR ICC6002 (A). Minimum Face Value: : 10 Million to xxxxxxxx in First Tranche with a BlockFunds MT760 or ICBPO required AND up to 50 Billion USD/Euro in Tranches of 500 Million USD/Euro each.(B) FOR SMALL AMOUNTS OF BG LESS THAN 20M, BANK DRAFT OF 12% OF BG COST IS TO BE SENT TO OUR LAWYER OR BANK OFFICER AFTER OUR COUNTERSIGNED CONTRACT.

2. (B). Total Contract Amo XXXXXXXX Million Euro/Dollar; Euro/$X,000,000,000Current Contract Amout: XXXXXXXX Million Euro/Dollar; Euro/$X,000,000,0001st Trnache: XXXXXXXX Million Euro/Dollar; Euro/$xxx,000,000,2nd Tranche: xxxxxxxx Million Euro/Dollar; Euro/$xxxx,000,000,2 (C). Beneficiary:3. Issuing Bank: HSBC Bank London, Barclays Bank, Credit Suisse, Zurich, Duetsch Bank and other AA Rated Banks.4. Age: One Year and One Day5. Leasing Price: 9% + 3% commission, making it 12% of the BG Face Value 6. Delivery: {Bank-To-Bank Swift}7. Payment: MT1038. Hard Copy: Bonded Courier Service {within three banking days}Irrevocably and unconditionally, without protest, demand or delay, promise and guarantee to pay consultancy fees of Three Percent (3%) of the face value of the instruments, for the benefit of the consultants being hereinafter called collectively the “beneficiaries” and individually a “Beneficiary”. The said consultancy fee shall be paid upon the successful closing of each and every tranche concurrently with each payment of the instruments Leased by us. Further, the said consultancy fees shall be paid in good, clean clear and unencumbered Euros/Dollars and delivered, via wire transfer, to your designated trust/bank account coordinates. This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee Agreement-Pay Order” shall endure 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 us, our successors and assigns as the case may be, until this transaction, including any renewals, extensions and additions are fully completed. This Fee Agreement-Pay Order, if transmitted by facsimile or electronic mail shall be considered an original, legally enforceable document. Generally recognized International Standards of Non Circumvention and Non-disclosure are applicable for a period of Five Years from the date of this document or the last date of the contract including any renewals, extensions and additions are fully completed and we agree to respect those. We hereby declare that we are fully aware that the information received from you is in direct response to our request and is not in any way considered or intended to be a solicitation of funds of any sort, or any type of offering, and is intended for our general knowledge only. We hereby affirm, under penalty of perjury, that we have requested information from you and your

LESSOR’s initials: Page 21 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

organization by our choice and free will, and further that you have not solicited us in any way. Intermediaries are NOT Advisors of any kind. Parties to this agreement are independent contractors and all contemplated payments and/or disbursements hereunder are divided interests. Nothing in this agreement construes or creates a partnership or employer/employee relationship between or among the parties hereto. All taxes, federal, state or other are the independent responsibility of each of the parties hereto. The above stated codes, (the Lessor’s code to be provided by the Lessor) and any other identification codes shall remain the same and shall not be changed until this transaction including any renewals, extensions and additions are fully completed and we agree to respect those. The transaction code may be amended only by agreement between all parties hereto. This transmission via facsimile will be accepted as an original and I confirm that I have authority to execute this Pay Order.

Irrevocable Fee Protection / Irrevocable Pay order for Consultant Fees of Three Percent (3%) of the face value from each and every tranche of this transaction, including any rolls or extensions, to be paid to Lessee’s broker only:

TOTAL COMMISSIONS: 3%

MANDATE COMMISSION: Total 1% (Closed) OF FULL FACE VALUE, INCLUDING ROLLS AND EXTENSIONS, TO BE SPLIT AND PAID TO THE FOLLOWING PAYMASTERS:

PAYMASTER #S-1: TO RECEIVE 100% OF THE 1% OF THE FACE VALUE (CLOSED)Paymaster NamePaymaster AddressPassport NumberPaymaster TelephonePaymaster FaxPaymaster EmailBank NameBank AddressBank OfficerBank TelephoneBank FaxSWIFT CodeABA RoutingAccount NameAccount Number (IBAN)BeneficiarySpecial InstructionsRequired Instructions 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. THIS IS DONE WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF FUNDS SENT TO US.” FOR SAME DAY SETTLEMENT.

Special Instructions 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: for legal verification and documentation pursuant to Patriot Act/Banking regulations with One Original Contract copy

LESSOR’s initials: Page 22 of 26 LESSEE’s initials:

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to be filed with Bank

INTERMEDIARY COMMISSION: (Closed) 1% OF FULL FACE VALUE, INCLUDING ROLLS AND EXTENSIONS, TO BE SPLIT AND PAID TO THE FOLLOWING PAYMASTERS:

PAYMASTER 2: TO RECEIVE XX% OF THE 1% (Closed)Paymaster NamePaymaster AddressPassport NumberPaymaster TelephonePaymaster FaxPaymaster EmailBank NameBank AddressBank OfficerBank TelephoneBank FaxSWIFT CodeABA RoutingAccount NameAccount Number (IBAN)BeneficiarySpecial InstructionsRequired Instructions 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. THIS IS DONE WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF FUNDS SENT TO US.” FOR SAME DAY SETTLEMENT.

Special Instructions 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: for legal verification and documentation pursuant to Patriot Act/Banking regulations with One Original Contract copy to be filed with Bank

Buyer Side Commission: PAYMASTER #3: (open)TO RECEIVE ONE PERCENT (1%)Paymaster NamePaymaster AddressPaymaster TelephonePaymaster FaxPaymaster EmailBank NameBank AddressBank OfficerBank TelephoneBank Fax

LESSOR’s initials: Page 23 of 26 LESSEE’s initials:

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Lessee LetterrpadTransaction Code: Lessor Code:

SWIFT CodeABA RoutingAccount NameAccount Number (IBAN)BeneficiarySpecial Instructions SEND PRE-ADVICE PRIOR ON SENDING CASH

FUNDS TO LEGITIMATE BENIFICIARIES AND PAYMASTER FOR NOTIFICATION PURPOSES.

Required Instructions 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. THIS IS DONE WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF FUNDS SENT TO US.” FOR SAME DAY SETTLEMENT.

Special Instructions 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: XXXXXXX for legal verification and documentation pursuant to Patriot Act/Banking regulations with One Original Contract copy to be filed with Bank

Paymasters may change their receiving banks by serving prior notice in writing to Lessee/payor within 8 banking hours thereof. Paymasters shall issue their own respective payment orders for all beneficiaries/consultants identified within their own groups per addendum a for profits received specific to this agreement and said payment orders shall be lodged with their bank officers as herein written for implementation.

This irrevocable profit participation agreement becomes unconditional, assignable, and divisible upon the successful initiation of the transaction referenced above.

All profit transfers specific to this agreement are to be made by wire or internal bank transfers and transferred immediately upon closing of each transaction or tranche or as soon thereafter as banking processes allow without liens or delays of any kind whatsoever.

This agreement becomes effective with the execution of the Lease agreement/letter of intent/transaction contract referenced by the transaction code, Lessor’s code, and Lessee’s code set forth above and shall remain valid and enforceable for the full term of the contract and shall apply to any and all renewals, extensions, or any new agreements between Lessee and Lessor or their shareholders and/or assigns for a period of five (5) years from the date hereof.

The applicable non-circumvention/non-disclosure conditions of the ICC 500 rules and regulations are binding upon all parties to this agreement or any other pending or future transactions. All signed copies of this agreement including fax transmissions thereof, shall be considered legally binding documents. This agreement and the rights and obligations hereof are binding and inure to the respective heirs, legal representatives, assignees and/or successors of the parties hereof.

Lessee as Master Paymaster and its bank coordinate for payment of fees:

Bank:Address:S.W.I.F.T.:Account Name:

LESSOR’s initials: Page 24 of 26 LESSEE’s initials:

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Account No.:Acct. Signatory Name:Bank Officer:Bank Officer Tel:Bank Officer Fax:

It is understood that all parties herein involved are considered to be bound by international standard of non-circumvention/non-disclosure as governed by the international chamber of commerce, and if subject to litigation, to the laws of the involved countries.

Parties to this agreement are independent contractors and all contemplated payments and/or distributions hereunder are divided interests. All taxes, federal, state or other, are the independent responsibility of each of the parties hereto. Reporting of income and the payment of any related taxes is the sole responsibility of the parties individually.

This agreement will become an integral part and included within the Lease agreement/letter of intent/transaction contract identified with transaction code: XXXXXXX, Lessor’s code: xxxxxxxxxxxxx, and Lessee’s code: XXXXXXXXXXXXXXXXXXXXXXX as soon as the contract becomes valid and signed. If no transaction is completed under the aforesaid transaction, Lessor, and Lessee codes collectively, then no obligation to the beneficiaries/consultants and any other parties under this agreement is established.

The receipt of this document constitutes acknowledgement on the part of recipients hereof that the transactions herein are not to be in violation of existing regulations and laws and all parties herein are bound to obey and be in compliance with all regulations and laws as related to the transactions herein.

The signatory hereof avers and confirms that he has the power and authority to execute this irrevocable fee agreement and pay order.

ISSUED BY THE LESSEE

<SEAL>_____________________________ Date: 6 May 2023 Name: Title: Passport No.: Country: Issue Date: Expiry Date:

LESSOR’s initials: Page 25 of 26 LESSEE’s initials:

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PASSPORT COPY OF LESSEE’S AUTHORIZED SIGNATORY

SIGNED BY THE LESSOR

<SEAL>_____________________________ Date: 6 May 2023 Name: Title: Passport No.: Country: Issue Date: Expiry Date:

PASSPORT COPY OF LESSOR’S AUTHORIZED SIGNATORY

LESSOR’s initials: Page 26 of 26 LESSEE’s initials: