NON-CIRCUMVENTION, CONFIDENTIALITY AGREEMENT

AND FEE AGREEMENT

TRANSACTION CODE: GGR-EPF-1,000SP-20180309

This NON-CIRCUMVENTION, CONFIDENTIALITY AND JOINT VENTURE

FEE AGREEMENT (this “Agreement") is made on 09 March 2018

Between
Ernesto Parra Florez, Passport Nº AS050196
(To be known as Party 1) the Owner

And

Lord Robert Hanks, Passport # 801637367, and Assigns (Paymaster for Group 1)
And
Jorge Enrique Gil Bedoya, Passport # AL115041 and Assigns (Paymaster for Group 2)
And
Anjuly Del Carmen Castillo G, Passport # 060251419 and Assigns (Paymaster for Group 3)
And
Juan Silvio Valencia Rosas, Passport # C620186 and Assigns (Paymaster for Group 4)
And
Nelson Humberto Roman Cuenai, Passport # 141231907 and Assigns (Paymaster for
Group 5)
And
Carmela Rojas De la Cruz, Passport # 6811648 and Assigns (Paymaster for Group 6)

(To be all known as Party 2) the Facilitator(s)

For the purposes of this Agreement, in respect of both parties such other person, firm or body
corporate or incorporate as the parties shall agree from time to time shall have the benefit of this
Agreement or who or which should be bound by its terms.

WHEREAS the parties wish to enter into discussions and provide information to each other for
the purpose of considering matters of mutual interest relating to the Purchase/Sale of 1,000
LUNG TSING-U-HAI-RAILWAY 1913 Chinese Historical Bonds which may result in the
parties working together on various business proposals for their mutual benefit (“the Purpose”)
and they acknowledge that this will include the disclosure of Confidential Information (as defined
in and below in section 2).

WHEREAS Party 1 wishes to seek assistance from Party 2 in relation to the introduction of
organisations providing financial opportunities to Purchase/Sale of 1,000 LUNG TSING-U-
HAI-RAILWAY 1913 Chinese Historical Bonds the sums paid to Party 1 by the Buy
Platform as per Separate Purchase Contract that will be issued direct to Party 1 for and in
connection with procuring and securing such Purchase/Sale opportunities. Party 1 will ensure
(Party 2) will receive a Copy of the Exclusive Purchase Contract.

NOW THEREFORE for and in consideration of these premises and the mutual covenants and
agreements hereinafter contained, the parties hereto hereby agree as follows:
Section 1. Non-Circumvention. Each party agrees with the other that the principals whom they
represent are only to be contacted through the respective parties herein and neither party shall
circumvent in any way whatsoever whether directly or indirectly the respective principals.

Section 2. Confidentiality. Each party will at all time keep Confidential Information
communicated by the other to it secret and will not use the same in any manner (other than for
the Purpose) without the prior written consent of the disclosing party.

Neither party shall without the prior written consent of the disclosing party copy, re-produce,
adapt, divulge, disclose, publish, confirm, deny or circulate (or authorise or permit anyone else to
do any of the same) any of the Confidential Information disclosed or communicated to it by the
other except to such of its directors, advisers and employees as may, in each such case, require
access to the Confidential Information on a strict need-to-know basis solely for the Purpose
(“Permitted Discloses”). Each party undertakes to ensure that all Permitted Discloses to whom
Confidential Information is disclosed shall comply with the terms of this Agreement. The
Confidential Information and all copies thereof shall be returned to the disclosing party by the
other party within seven days of a request for such return by the disclosing party.

For the purposes of this Agreement, “Confidential Information” means:

(a) all information, ideas and know-how disclosed to either party by the other relating directly
or indirectly to the Purpose; and

(b) The fact that the parties are interested in or assessing the Purpose and/or are discussing
the Purpose with each other; and

(c) names, addresses, telephone or telefax numbers, locations, transaction terms, business
plans and affairs, financial projections, banking information, details of clients, fee
arrangement, any information revealed by Party 2 or his contacts during discussions or
negotiations between representatives of the parties or with such contacts in the course of
the provision of services and performance of this Agreement and all other knowledge,
information or materials whether of a technical or financial nature or otherwise relating in
any manner to the business affairs of the disclosing party or any person whom or which
they may represent or on whose behalf they may disclose any such information,
including, without limitation, their identity;

Neither party shall have any obligation to the other with respect to any information which:

(i) The recipient party can demonstrate was already known to it or in its possession prior to
the date of this Agreement;

(ii) Was or becomes generally available to the public other than as a result of breach of this
Agreement by the recipient;

(iii) Is obtained by the recipient party from a bona fide third party having free right of disposal
of such information;

(iv) Is or was developed by the recipient party independently of and without reference to
anything provided to the recipient party by the disclosing party;

(v) is disclosed pursuant to the binding requirement or request of any law, government
agency or order of court provided that where the recipient party shall be required to make
disclosure it shall, so far as reasonably and legally possible, give reasonable notice to
 the disclosing party prior to any disclosure under this section 2 above, so that the
disclosing party may seek to mitigate the extent of, or avoid the requirement for, such
disclosure.

Section 3. Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto with respect to the matters referred to herein, and no other agreement, verbal or
otherwise, shall be binding as between the parties unless it shall be in writing and signed by the
party against whom enforcement is sought.

Section 4. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of United Kingdom, Germany and United States and the parties submit to the
exclusive jurisdiction of the courts of the United Kingdom.

Section 5. Parties. This Agreement shall insure for the benefit of and be binding upon each of
the parties, and such parties’ successors and permitted assigns.

Section 6. Term. This Agreement shall continue to be in effect and be binding between the
parties for Five (5) years from the date hereof.

Section 7. Miscellaneous

(a) Nothing contained in this Agreement shall be construed as granting or conferring any
rights by licence or otherwise in any Confidential Information, except for the right to
use Confidential Information strictly in accordance with the provisions of this
Agreement.
(b) Each party represents that the execution, delivery and performance of this
Agreement has been duly authorised by such party, and that the person executing
this Agreement on each party’s behalf has the power and authority to do so.
(c) The Confidential Information is provided without representation or warranty, express
or implied, as to its accuracy or completeness and without any responsibility to revise
or update the same.
(d) The parties hereto agree and acknowledge that this Agreement does not oblige either
of them to enter into or continue any further agreement or business relationship.
(e) No failure or delay on the part of any party in exercising any right, power or privilege
under this Agreement shall operate as a waiver of such right, power or privilege, nor
shall any single or partial exercise of any right, power or privilege preclude any other
or further exercise of it or the exercise of any other right, power or privilege.
(f) This Agreement may be executed in counterparts, each of which when so executed
shall be deemed to be an original and such counterparts together shall constitute and
be one and the same instrument.
(g) Any of the terms and conditions of this Agreement may be waived at any time and
from time to time in writing by the party entitled to the benefit hereof, but a waiver in
one instance shall not be deemed to constitute a waiver in any other instance. A
failure to enforce any provision of this Agreement shall not operate as a waiver of the
provision or of any other provision hereof.
COMMISSION / FEE AGREEMENT:

Party 1 irrevocably undertakes to pay 30% (Thirty Percent) commission of the total net sum
received by Party 1 by the Buy Platform for each and every payment received for the 1,000
LUNG TSING-U-HAI-RAILWAY 1913 Chinese Historical Bonds , as outlined in the final
signed Purchase/Sale agreement with the Buyer. Party 1 irrevocably undertakes to pay the
30% (Thirty Percent) commission directly to Party 2 immediately upon receipt of the funds for
every and all payments received for the term of the Purchase/Sale agreement, including rolls
and extension contracts.

All sums payable under this Agreement are exclusive of bank charges which shall be payable in
addition to the commission fee by Party 1.

Party 1 agrees that the commission payments will be made to Party 2 without protest, delay or
deductions, same day as payments received by Party 1, by same day bank transfer.

This Agreement supersedes all prior agreements and understandings between the parties
herein; it may be modified, changed or altered by any of the parties only in writing.

Paymaster details for Party 2 the facilitator are incorporated into this Agreement as follows:

Banking information :

Party 1 agrees to provide Party 2 with a copy of their instructions to the relevant bank in connection with
this Agreement and payment of the commission fee. By this Agreement, Party 1 irrevocably and
unconditionally undertakes to procure an official bank pay order in favour of Party 2. Such pay order
shall be logged along with the executed trading agreement with the relevant bank and shall become part
and parcel of all closing documents.

Any sub-brokers, individuals, entities, contacts or third parties not expressly listed as beneficiaries in this
Agreement shall not be considered to have any legal right under this Agreement or any other agreement
must seek remuneration and all fee protection directly from their contracting party.

ACCEPTED AND AGREED WITHOUT CHANGE

IN WITNESS whereof this Agreement has been executed for by undersigned on the day and the
year first written above.

I, Ernesto Parra Florez # AS050196 with full legal authority and legal responsibility do hereby
irrevocably and unconditionally undertake to pay the commission fee specified in this Agreement
in United States Dollars in favour of the facilitator(s) named herein and known as Party 2.

Signed by Party 1:

______________________________
Ernesto Parra Florez
 Passport # AS050196

Dated 09 March 2018

Notarized By:
(Signed & Seal)

Date: __________________________

Signed by Party 2:

____________________________
Lord Robert Hanks
Passport # 801637367

Dated 05 March 2018