(PARTY B’S -LESSEE’s- LETTERHEAD)

TRANSACTION CODE: OCDK/……………..

PARTY A’S CODE:
PARTY B’S CODE:

LOI/DEED OF AGREEMENT
THIS LETTER OF INTENT/DEED OF AGREEMENT (HEREINAFTER REFERRED TO AS “AGREEMENT”) IS EXECUTED WITHOUT
PREJUDICE OR CONFLICT OF INTEREST, DULY UNDERSTOOD AND SIGNED BY BOTH PARTIES ACTING AT THEIR OWN
ACCORD ON xxxxxxx 2015, BY AND BETWEEN:

COMPANY NAME LESSOR

ADDRESS

REPRESENTED BY
POSITION
TELEPHONE / FAX
E-MAIL

HEREIN NAMED AS THE "PARTY A", HEREBY CONFIRM, WITH FULL LEGAL RESPONSIBILITY, UNDER PENALTY OF PERJURY
OF LAW THAT WE ARE READY, WILLING AND ABLE TO DELIVER THE FOLLOWING BANK INSTRUMENT, UNDER THE TERMS
AND CONDITIONS DESCRIBED BELOW, BASED ON GOOD, CLEAN, CLEAR UNENCUMBERED FUNDS OF NON-CRIMINAL
ORIGIN;

AND

COMPANY NAME LESSEE

REG. ADDRESS

REPRESENTED BY
POSITION
TELEPHONE / FAX
E-MAIL

HEREIN NAMED AS THE "PARTY B", HEREBY CONFIRM, WITH FULL LEGAL RESPONSIBILITY, UNDER PENALTY OF PERJURY
OF LAW, THAT WE ARE READY, WILLING AND ABLE TO FUND AGAINST THE FOLLOWING BANK INSTRUMENT, UNDER THE
TERMS AND CONDITIONS DESCRIBED BELOW WITH GOOD, CLEAN, CLEAR, UNENCUMBERED FUNDS OF NON-CRIMINAL
ORIGIN.

BOTH PARTIES COLLECTIVELY BEING REFERRED TO AS THE “PARTIES”.

BANK INSTRUMENT DESCRIPTION

INSTRUMENT : BANK GUARANTEE, CASH BACKED, ICC 458 FORMAT

TYPE : OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
TERM : ONE YEAR AND ONE DAY
ISSUING BANK : DEUTSCHE, BARCLAYS, BARCLAYS CREDIT SUISSE OR OTHER S&P RATED AAA WEB
CONTRACT AMOUNT : EURO 500M, WIT

CURRENCY : EUROS
FUNDING RATE : 12% + 2% COMMISSION

PAYMENT : SWIFT MT-799 ICBPO FOLLOWED BY UNCONDITIONAL MT-103

Page 1 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

DELIVERY MODE : SWIFT MT760 & ORIGINAL HARD COPY BY BANK BONDED COURIER

TRANSACTION PROCEDURES

1)  PARTY B SUBMITS TO PARTY A 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 AND PAY ORDER.
2) AFTER COMPLETED DUE DELIGENCE, PARTY A COUNTERSIGNS THIS AGREEMENT AND IT THUS BECOMES A FULL
RECOURSE COMMERCIAL CONTRACT AND RETURNS IT TO PARTY B, ALONG WITH PARTY B’S FULL BANKING
COORDINATES AND THE SIGNATORY’S PASSPORT COPY. BOTH PARTIES SHALL LODGE THIS AGREEMENT WITH
THEIR RESPECTIVE BANKS.
3) WITHIN TWO (2) BANKING DAYS AFTER THIS AGREEMENT SIGNED PARTY B TO TRANSFER TO PARTY A’S
DESIGNATED RECEIVING ACCOUNT a POF OR LINEE OF CREDIT OPENED OF 12% FACE VALUE (NOTE SELLER
ISSUING BANK AND RECEIVING BANK MIGHT NOT BE THE SAME BECAUSE OF OUR BANK POLICY
4) WITHIN ONE (1) BANKING DAYS PARTY B SHALL PROVIDE A COPY OF REMITTED TRANSMISSION RECEIPT TO
PARTY.
5) WITHIN THREE (3) BANKING DAYS OF RECEIPT AND CONFIRMED OF THE ABOVE PAYMENT PARTY A’S ISSUING
BANK THEN ISSUES AND SENDS THE BG VIA SWIFT MT799 FOLLOWED BY SWIFT MT760 {APPENDIX D} TO
PARTY B‘S DESIGNATED BANK RECEIVING ACCOUNT. (PARTY A SHALL PROVIDE A COPY OF SAID MT-760 TO
PARTY B).
6) WITHIN THREE (3) BANKING DAYS AFTER CONFIRMATION OF THE ABOVE MT760 BG, PARTY B’S PAYING BANK
SHALL SEND MT 103 TO PARTY A’S DESIGNATED BANK ACCOUNT, AND THE SIMULTANEOUSLY PAYS 2% OF
FACE VALUE OF EACH TRANCHE AS CONSULTANCY FEES/COMMISSIONS TO THE CONSULTANTS, AS PER THE
RELEVANT IRREVOCABLE MASTER FEE PROTECTION AGREEMENT.
7) WITHIN SEVEN (7) BANKING DAYS OF RECEIPT OF AGREED PAYMENTS, PARTY A’S BANK SHALL SEND THE BG
HARD COPY ORIGINAL TO PARTY B’S DESIGNATED BANK RECEIVING ACCOUNT BY BANK BONDED COURIER.
8) WILL BE BASED ON THE SAME PROCEDURES OR AGREED BY BOTH PARTIES, UNTIL COLLATERAL OR FUNDS
BECOME EXHAUSTED.
9) ANY UNAUTHORIZED BANK CALLS, PROBES OR COMMUNICATIONS, OR AN IMPROPER SOLICITATION OR
DISCLOSURE INVOLVING ANY OF THE BANKS CONCERNED IN THIS TRANSACTION WILL RESULT IMMEDIATE
CANCELLATION OF THIS TRANSACTION AND SUBJECT THE VIOLATING PARTY TO DAMAGES.

BENEFICIARY OF BANK INSTRUMENTS

SPECIAL INSTRUCTIONS BENEFICIARY OF THE BANK GUARUANTEE WILL BE “_________________________”

BANKING INFORMATION

PARTY A'S BANKING COORDINATES:

(1) PARTY A’S ISSUING BANK COORDINATES (TO SEND MT760 BG AND HARD COPY OF BG):
BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
BANK OFFICER
BANK TELEPHONE
BANK FAX
BANKER’S E-MAIL

(2) PARTY A’S PAYMENT RECEIVING BANK COORDINATES (TO RECEIVE 12% PAYMENT):
BENEFICIARY

Page 2 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
BANK TELEPHONE
BANK FAX
BANKER’S E-MAIL
NOTE PARTY A RESERVES THE RIGHT TO USE ANY OF HIS BANK ACCOUNTS TO RECEIVE HIS
PAYMENT. (IT’S OUR BANK REGULATIONS AND PROCEDURE).

PARTY B'S BANKING COORDINATES:

(1) PARTY B’S BANK COORDINATES (TO RECEIVE MT799 - MT760 BG AND MAKES 12%+2% PAYMENTS):
BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
BANK OFFICER
BANK TELEPHONE
BANK FAX
BANKER’S E-MAIL
BG BENEFICIARY WILL BE

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 PARTY ATTEMPTING TO DO SO WILL LEAD
TO CANCELLATION OF THIS TRANSACTION/AGREEMENT.

SPECIAL CONDITIONS

ANY UNAUTHORIZED CALLS BY ANY PARTY OR ITS REPRESENTATIVE LAWYERS TO PROBE OR COMMUNICATION IN AN
IMPROPER WAY TO PARTY A OR PARTY B’S BANK(S) IN THIS TRANSACTION SHALL BE PROHIBITTED AND CONTRACT
TERMINATED.

MULTIPLE BANKS AND ACCOUNTS MAY BE USED BY PARTY A AND PARTY B TO FACILITATE EXHAUSTION OF THE
CONTRACT. PARTY A AND PARTY B MAY CHANGE OR ADD TRANSACTION 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 TRANSACTION.

GENERALLY RECOGNIZED INTERNATIONAL STANDARDS CONCERNING THE PAYMENT OF FEES AND COMMISSIONS, 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 TRANSACTION 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.
Page 3 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

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 LOI/DOA BECOMES A LEGAL AND BINDING CONTRACT BETWEEN THE PARTIES. EACH PARTY
HOLDS ONE OF THE LOI/DOA SIGNED IN ORIGINAL AND MAY BE EXCHANGED TO COMPLETE SIGNATURES IN WET INK AS
HARD COPY CONTRACT WHEN REQUIRED.

ARBITRATION

ANY 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
PARTY BEING SERVED THE NOTICE 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,
PHILADELPHIA PENNSYLVANIA PER ICC DOCUMENT Y432-A AND OTHER APPLICABLE ICC DOCUMENTS. ARBITRATION
PROCEEDINGS SHALL BE DIRECTED BY THREE ARBITRATORS, ONE APPOINTED BY EACH PARTY AND THE THIRD
SUBSEQUENTLY APPOINTED BY THE FIRST TWO ARBITRATORS. THE ARBITRATORS FOR ANY ARBITRATION PROCEEDING
REFERRED TO HEREIN SHALL BE CHOSEN AS FOLLOWS: ONE SHALL BE CHOSEN BY THE PARTY SEEKING ARBITRATION, (B)
ONE SHALL BE CHOSEN BY THE OTHER PARTY HERETO AND (C) ONE SHALL BE CHOSEN BY THE TWO ARBITRATORS
SELECTED HEREUNDER.
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. IF THE TWO ARBITRATORS APPOINTED ABOVE SHALL NOT AGREE TO THE
APPOINTMENT OF THE THIRD ARBITRATOR TO BE APPOINTED AS PROVIDED HEREIN, SUCH THIRD ARBITRATOR SHALL BE
APPOINTED JOINTLY BY THE OTHER TWO APPOINTED ARBITRATORS, 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 HONG KONG, CHINA, ENGLANDOR
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 PREVAILING PARTY BY 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, COMMISSION, 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 HE 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.

NON-CIRCUMVENTION & NON-DISCLOSURE

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
Page 4 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

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 TRANSACTION.

AFTER CONFIRMING, 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 ONTO THE OTHER
THE ENTIRE AGREEMENT BETWEEN PARTIES.

IN WITNESS WHERE OF THE PARTIES EXECUTED THIS AGREEMENT AS OF THE DATE ABOVE WRITTEN.
SIGNED AT THIS __TH DAY OF ………, 2015

FOR AND ON BEHALF OF PARTY A:

_____________________________________
NAME:
TITLE: AUTHORIZED SIGNATORY
PASSPORT NO.:
NATIONALITY:
EXPIRY DATE:

SIGNED AT THIS __TH DAY OF ………, 2015

FOR AND BEHALF OF PARTY B:

_____________________________________
NAME:
TITLE: PRESIDENT / AUTHORIZED SIGNATORY
PASSPORT NUMBER:
ISSUING DATE:
EXPIRY DATE:

Page 5 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

APPENDIX A
POF ACCEPTED VERBIAGE

VIA MT799 NO CHANGE ON THE VERBIAGE

POF VIA BY SWIFT MT799 (POF) MAY VARY
--------------------------------------------------------------------------------------------------------
Specimen SWIFT MT799

------------------------------------------MESSAGE HEADER------------------------------------------
SWIFT INPUT:  MT799 OUR IRREVOCABLE, ASSIGNABLE, TRANSFERABLE AND CALLABLE CASH BACKED.
SENDER:
BANKNAME:
BANKADDRESS:
SWIFTCODE:
BANKOFFICER:
AMOUNT:
ACCOUNTNAME:
ACCOUNTNUMBER:
 
RECEIVER:
BANKNAME:
BANK ADDRESS:
SWIFTCODE:
BANKOFFICER:
ACCOUNTNAME:
ACCOUNTNUMBER:
INFAVOUROF:
-------------------------------------------SWIFT MESSAGE TEXT------------------------------------------
WE (INSERT XXXXXXXXXXXXX SENDING BANK) , HEREBY IRREVOCABLY CONFIRM WITH FULL BANK RESPONSIBILITY THAT
FUNDS AMOUNTING TO USD $xxxxxxxxxxx (xxxxxxxxxxx USD) ARE BLOCKED AND AVAILABLE BY OUR CLIENT,
xxxxxxxxxxxxxxxx, FOR AND ON BEHALF OF YOUR CLIENT xxxxxxxxxxxxxxx .
WE CONFIRM THERE ARE NO LIENS OR ENCUMBRANCES ON THESE FUNDS.
WE ALSO CONFIRM THAT THESE FUNDS ARE LEGALLY EARNED, OF NON-CRIMINAL ORIGIN AND ARE FREELY AVAILABLE ON
INSTRUCTION OF OUR CLIENT AND FOR THE FULL AND EXCLUSIVE USE OF THE BENEFICIARY.

THIS BLOCKED FUNDS CONFIRMATION IS UNCONDITIONAL. WE FURTHER CONFIRM THAT THE AMOUNT OF THESE FUNDS
HAS BEEN BLOCKED IN FAVOR OF YOUR CLIENT, xxxxxxxxxxxxxxx, WITH YOUR ACCOUNT NUMBER xxxxxxxxxxxx, VIA OUR
CLIENT ACCOUNT NUMBER xxxxxxxxxxx AND VALID FOR THE SIXTY (60) BANKING DAYS FROM DATE OF ISSUE OF THIS
BLOCKED FUNDS CONFIRMATION OR FOR THE LIFE OF THE CONTRACT FOR AS LONG AS YOUR CLIENT IS ACTIVELY AND
CONTINUOUSLY PERFORMING IN GOOD FAITH THEREUNDER AS REFERENCED BY THE MASTER TRANSACTION CODE
ABOVE.

THIS IS AN OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE INTERNATIONAL CHAMBER OF COMMERCE (ICC),
PARIS, FRANCE, AND PUBLICATION NO. 500 AS IT RELATES TO BANK CREDIT INSTRUMENTS. THIS CALLABLE BANK
CONFIRMATION IS VALID FOR SIXTY (60) DAYS FROM THE DATE OF ISSUANCE HEREIN STATED AND MAY BE VERIFIED ON
BANK-TO-BANK BASIS.

------------------------------------------MESSAGE TRAILER------------------------------------------

Page 6 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

APPENDIX B
DRAFT SWIFT OF PRE-ADVICE VIA MT799
(SPECIMEN COPY – FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT)

TO:
FROM:
ATTN:

PLEASE ADVISE YOUR CLIENT:

RE: TRANSACTION CODE:

WE, XXXXXXXXX BANK HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY THAT WE ARE READY TO ISSUE AND
DELIVER ONE (1) BANK GUARANTEE OF OUR CLIENT, ____________________ IN THE FACE AMOUNT OF _____ HUNDRED
MILLION EUROS ONLY (€__00,000,000.00) IN FAVOR OF ___________________, ACCOUNT NUMBER: __________________.

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 BANK GUARANTEE AS PER FOLLOWING TEXT BELOW INSTRUCTION.
:
BG NUMBER
PLACE OF ISSUE :
DATE OF ISSUE :
MATURITY DATE :
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 BANK GUARANTEE NO : --------- IN FAVOUR OF
________________ (BENEFICIARY) FOR THE AMOUNT OF ____ HUNDRED MILLION EUROS (€__00,000,000.00), 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 BANK GUARANTEE AT
MATURITY DATE, WITHOUT ANY PROTEST, DELAY OR OBJECTION, THE SUM OF _____ HUNDRED MILLION EUROS
(€__00,000,000.00) TO THE ORDER OF __________________ 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 BANK GUARANTEE
NO: -------------- AT THIS BANK AT MATURITY DATE.
THIS BANK GUARANTEE 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 BANK GUARANTEE , SHALL BE DULY HONOURED ON DUE PRESENTATION TO US. THE DEMAND
HEREUNDER MUST BE MARKED “DRAWN UNDER BANK GUARANTEE NO: -------- DATED, _________ {GUARANTY ISSUE
DATE}
THIS BANK GUARANTEE 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 458,
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: ______________ BANK
…..…………………………………….. …..……………………………………..
AUTHORISED BANKER {1} AUTHORISED BANKER {2}
NAME, TITLE & PIN CODE NAME, TITLE & PIN CODE

Page 7 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

PPENDIX D
DRAFT TEXT OF BANK GUARANTEE VIA MT760
(SPECIMEN COPY – FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT 758)

BANK GUARANTEE NO. :

ISIN
CUSIP
CURRENCY CODE :
DATE OF ISSUE :
DATE OF EXPIRY :
APPLICANT :
BENEFICIARY :

AMOUNT: EURO € 000,000, 000.00 (EURO ______ HUNDRED MILLION ONLY.)

WE HEREWITH OPEN OUR BANK GUARANTEE NO.__________ AS FOLLOWS:

FOR THE VALUE RECEIVED, WE, THE UNDERSIGNED, [ISSUING BANK], HEREBY ISSUE OUR IRREVOCABLE, UNCONDITIONAL,
TRANSFERABLE, DIVISIBLE, AND WITHOUT PROTEST OR NOTIFICATION, PROMISE TO PAY AGAINST THIS BANK GUARANTEE
TO THE ORDER OF ___________________ THE BEARER OR HOLDER THEREOF, AT MATURITY, THE SUM OF € 000,000,000.00
(EURO XXX) IN THE LAWFUL CURRENCY OF EUROPEAN UNION, UPON PRESENTATION AND SURRENDER OF THIS BANK
GUARANTEE AT ANY OF THE COUNTERS OF ………………….

SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND FREE AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEES, OR
WITHHOLDING OF ANY NATURE PRESENTLY OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY
THE GOVERNMENT OF [COUNTRY OF ISSUE] OR ANY POLITICAL SUBDIVISION OR AUTHORITY AND THEREIN AND
THEREOF.  THIS BANK GUARANTEE IS DIVISIBLE, ASSIGNABLE, TRANSFERABLE AND NEGOTIABLE WITHOUT PRESENTATION
OF IT TO US AND WITHOUT THE PAYMENT OF ANY TRANSFER FEE OR CHARGES.

THIS BANK GUARANTEE SHALL BE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
[COUNTRY OF ISSUE]. THIS BANK GUARANTEE IS AN OPERATIVE INSTRUMENT.

THIS BANK GUARANTEE IS NOT TRANSFERABLE, ASSIGNABLE AND DIVISIBLE WITHOUT PRESENTATION TO US.

THIS BANK GUARANTEE IS GOVERNED BY THE UNIFORM CUSTOMS AND PRACTICE FOR BANK GUARANTEE AS SET FORTH
BY THE INTERNATIONAL CHAMBER OF COMMERCE, UNIFORM RULES FOR DEMAND GUARANTEES, (ICC PUBLICATION NO.
458).

FOR AND ON BEHALF OF [ISSUING BANK] AND SIGNED BY TWO AUTHORISED OFFICERS WITH BANK SEAL
- UNQUOTE -

THIS IS AN OPERATIVE INSTRUMENT AND NO MAIL CONFIRMATION WILL FOLLOW.

YOURS FAITHFULLY,

(SIGNATURE OF TWO BANK OFFICERS) (BANK SEAL)

___________________________ _______________________
BANK OFFICER: BANK OFFICER:
PRINT NAME/TITLE/PIN PRINT NAME/TITLE/PIN

Page 8 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

& IRREVOCABLE CORPORATE PAYMENT ORDER

DATE: SETTEMBRE __, 2015

TO: BOTH PARTIES’ CONSULTANTS

DESCRIPTION OF THE BANK INSTRUMENT

INSTRUMENT : BANK GUARANTEE, CASH BACKED, ICC 458 FORMAT

TYPE : OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
TERM : ONE YEAR AND ONE DAY
ISSUING BANK : DEUTSCHE, BARCLAYS, ROBA, RBS, CREDIT SUISSE OR OTHER S&P RATED AAA WEB
CONTRACT AMOUNT : EURO 500M,
FIRST TRANCHE : EURO 500M
SECOND TRANCHE AGREED BY BOTH PARTIES
CURRENCY : EUROS
FUNDING RATE : 12% + 2% COMMISSION
PAYMENT : SWIFT FEE, UNCONDITIONAL MT-103
DELIVERY MODE : SWIFT MT760 & ORIGINAL HARD COPY BY BANK BONDED COURIER

WE, _________________________ AND OUR PARTNER: __________________ (AS THE PARTY B, HEREINAFTER AS THE
“PAYER”), REPRESENTED BY THE PRESIDENT AND THE AUTHORIZED SIGNATORY MR. _______________, THE HOLDER OF
___________ PASSPORT NO: ____________, WITH OFFICE ADDRESS AT __________________________________________,
DO HEREBY IRREVOCABLY GUARANTEE WITH FULL PERSONAL AND CORPORATE RESPONSIBILITY AND AUTHORITY, UNDER
PENALTY OF APPLICABLE PERJURY LAWS, AGREE TO ACT AS PAYER TO PAY THIS IRREVOCABLE MASTER FEE PROTECTION
AGREEMENT WITH AN IRREVOCABLE CORPORATE PAYMENT ORDER WHICH IS AN INTEGRAL PART OF ABOVE CODED
AGREEMENT IN THE TOTAL AMOUNT OF THREE PERCENT (3.00%) OF THE TOTAL FACE VALUE OF THE BANK INSTRUMENT.

TOTAL THREE PERCENT (3.00%) COMMISSION FEES, ONE PERCENT (1,5%) FOR THE PARTY A SIDE AND ONE PERCENT (1.5%)
FOR THE PARTY B SIDE, WHICH SHALL BE PAID INTO THE BELOW BANK ACCOUNT/S OF BOTH PARTIES’ BENEFICIRIES FOR
DISTRIBUTION AND WHICH SHALL INCLUDE ALL ROLLS AND EXTENSIONS.

THE PARTY A SIDE: (LESSOR)

TOTAL ONE POINT PERCENT (1%) COMMISSION FEES WILL BE PAID TO THE FOLLOWINGS:
PAYMASTER/BENEFICIARY TBA – CLOSED -
BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
BANK OFFICER
BANK TEL / FAX
SPECIAL WIRE INSTRUCTION ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-
CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY
PAYMASTER’S BANK.”

THE PARTY B SIDE: (LESSEE)

Page 9 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

TOTAL ONE POINT FIVE PERCENT (1%) COMMISSION FEES WILL BE PAID TO THE FOLLOWING: GENERAL-PAYMASTER
TRUST-ACCOUNT
WIRE TRANSFER TOP URGENT FOR CREDIT ON SAME DAY.

BANK
Account-Holder
Adresses:
Account – Nr.:
IBAN/BIC:
SWIFT-BIC:

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: oc.securities@email.de , or axon-invest-swiss-ag@email.de for legal
verification and documentation pursuant to Patriot Act/Banking regulations with One
Original Contract copy to be filed with Bank

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.

THIS AGREEMENT/IRREVOCABLE CORPORATE PAYMENT ORDER AND THE PAYMENT OF COMMISSIONS HEREIN ARE
SUBJECT TO THE INTERNATIONAL CHAMBER OF COMMERCE “ICC” AND THE ICC ARBITRATION ACT AS ADOPTED BY THE ICC
OFFICE IN HONG KONG, BY THREE ARBITRARY APPOINTEES IN ACCORDANCE WITH ICC RULES. ALL NC/ND CLAUSES AS
PRESCRIBED BY ICC RULES (LATEST EDITION) SHALL APPLY TO THIS AGREEMENT AND PAYMENT ORDER. THIS AGREEMENT
AND IRREVOCABLE CORPORATE PAYMENT ORDER IS IRREVOCABLE, DIVISIBLE, AND UNCONDITIONAL, AND MAY BE
ASSIGNED ONLY BY THE BENEFICIARIES NAMED HEREIN. THIS AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT
ORDER MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH ONE SHALL BE DEEMED AN ORIGINAL AND ALL
TOGETHER SHALL CONSTITUTE ONE AND THE SAME DOCUMENT.

A SIGNED FAX OR ELECTRONICALLY TRANSMITTED COPY OF THIS DOCUMENT SHALL BE DEEMED BINDING ON THE
“PARTIES” WITH THE FORCE AS THE SIGNED ORIGINAL. THE AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER
IS VALID WHEN COMMENCEMENT OF THE ABOVE-REFERENCED TRANSACTION TAKES PLACE AND SHALL REMAIN VALID
AND ENFORCEABLE FOR THE FULL TERMS OF THE TRANSACTION, INCLUDING ANY NEW AGREEMENT BETWEEN THE
PARTIES AND/OR THEIR ASSIGNS.

THE BENEFICIARIES RESERVE THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANY TIME BY PROVIDING
WRITTEN REQUEST TO THE PARTY B/PAYER. UPON EXECUTION OF THE AGREEMENT AND THE FINAL AGREEMENT AND
PRIOR TO, OR SIMULTANEOUSLY WITH THE FIRST TRANSACTION, WE GUARANTEE THAT THIS IRREVOCABLE MASTER FEE
PROTECTION AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER WILL BE LODGED WITH THE PARTY B/PAYER’S
BANK.

THE PARTY B/PAYER’S BANK SHALL PROVIDE 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 THE ABOVE
TRANSACTION.

THE PARTY B/PAYER’S PAYING BANK DETAILS:

BANK NAME

Page 10 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
BANK OFFICER
BANK TELEPHONE
BANK FAX
BANK E-MAIL

IN THE EVENT THAT THE TRANSACTION WAS NOT PERFORMED OR ONLY PERFORMED IN PART, THE PAYMASTERS /
BENEFICIARIES LISTED ABOVE SHALL NOT HOLD THE UNDERSIGNED PAYER RESPONSIBLE FOR ANY EXPENSES, CHARGES
AND/OR COST, OR HOLD THE PAYER LIABLE FOR ANY CIVIL AND CRIMINAL ACTIONS. THE UNPERFORMED PART OF THIS
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT WILL THEREFORE AUTOMATICALLY BECOME NULL AND VOID.

THIS AGREEMENT - PAY ORDER SHALL BE LODGED IN OUR BANK AND A COPY FROM THAT BANK WILL BE FORWARDED TO
ALL BENEFICIARIES.

WE AGREE TO THE ABOVE IRREVOCABLE FEE PROTECTION AGREEMENT IN ITS ENTIRETY.

SIGNED AT THIS __TH DAY OF XXXX, 2015

FOR AND BEHALF OF PARTY B:

_____________________________________ (CORPORATE SEAL)

NAME:
TITLE:
PASSPORT NUMBER:
ISSUING DATE:
EXPIRY DATE:

WE ACKNOWLEDGED THE ABOVE IRREVOCABLE FEE PROTECTION AGREEMENT IN ITS ENTIRETY.

SIGNED AT THIS __TH DAY OF XXXXX, 2015

FOR AND ON BEHALF OF PARTY A:

_____________________________________ (CORPORATE SEAL)

NAME:
TITLE:
PASSPORT NUMBER:
ISSUING DATE:
EXPIRY DATE:

PROPOSED AND SIGNED AT THIS __TH DAY OF xxxxxxx, 2015

FOR AND BEHALF OF PARTY B:

_____________________________________ (CORPORATE SEAL)

NAME:
TITLE:
PASSPORT NUMBER:
ISSUING DATE:
EXPIRY DATE:

Page 11 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

CLIENT INFORMATION SHEET

Dated: 5 September 2021

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. Principal:  
a) Represented By:  
b) Nationality:  
c) Passport Number:  
d) Date Of Issue:  
e) Date Of Expiration:  
f) Date Of Birth:  
g) Place Of Birth:  
h) SSN/Identity No.:  
i) Contact Address:  
j) Contact Telephone No.:  
k) Add. Telephone No.:  
l) Mobile Telephone No.:  
m) Facsimile No.:  
n) E-Mail Address:  
o) Occupation:  
p) Business Name:  
q) Business Address:  
r) Business Telephone:  
s) Business Facsimile:  
2. Address For Mail:  
3. Address For Courier:  
4. Legal Counsel:  
a) Address:  
b) Telephone No.:  
c) Facsimile No.:  
5. Bank Name:   
a) Address:  
b) Account Name:  
c) Routing No.:
d) S.W.I.F.T Code:  
e) For further credtit To:
Beneficiary Acc No:
Beneficiary Name:
d) Acct. Signatory Name:  
e) Bank Officer:  
f) Bank Officer Address:  
g) Bank Telephone Number:  
h) Bank Facsimile Number:  

Declaration: I hereby swear under penalty of perjury, that the information provided is both true and accurate. I am the
Page 12 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

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 are in compliance with Anti-Money-Laundering Policies as set
forth by the Financial Action task Force (FATF) 6/01

______________________________
Print Name :
Company:
Title  : Chairman & CEO
Passport No :
Country of issue :
Date of Issue: < SEAL >

Page 13 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

CORPORATE RESOLUTION
BG/SBLC Private Placement Transaction.

THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF XXXXXXXXXXXXXXXXXXXXXXXXXXXXHAVING IT’S ADDRESS AT

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX, [HEREAFTER “COMPANY”] ATTENDED A BOARD OF DIRECTORS MEETING WHICH
WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON _________, AT THE COMPANY’S ABOVE REFERENCED
ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE
UNANIMOUSLY ADOPTED, TO WIT:

RESOLVED: THAT MR. XXXXXXXXXXXXXXXXXXXXXXXXXXX, WITH XXXXXXXXXX PASSPORT NUMBER XXXXXXXXXXXXX,

SHALL BE AND HEREBY IS APPOINTED TO SERVICE AS DIRECTOR OF FINANCE OF THE COMPANY 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 BG/SBLC 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 INTEREST OF THE COMPANY.

FURTHER RESOLVED: THAT XXXXXXXXXXXXXXXXXXXXXXXXXXX, SECRETARY 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 THE FOREGOING RESOLUTIONS HAVE NEVER BEEN 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 THIS __________ DAY OF xxxxxxxOF 2015.

________________________________ <SEAL>
Print Name:
Title:
Company:
Passport No:
Date of issue:
Country of issue:

Page 14 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S 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 SELLER AND BUYER, 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.

AGREED AND ACCEPTED BY BUYER: < Seal >

______________________________
Authorized Signature,
Print Name:
Title: Chairman & CEO
Company:
Passport No:
Country of issue:
Date of Issue:

Page 15 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

NON – SOLICITATION STATEMENT

Date:

Lessee code:

To: Lessor

I, XXXXXXXXXXX, with XXXXXXXXXXXXX Passport Number XXXXXXXXX, as authorized signatory for XXXXXXXXXXXXXXX, do
hereby confirm that I have requested your organization to provide our LOI/Contract dated xxxxx, with Transaction Code:
___________ and to provide me with specific confidential information and documentation regarding the currently
available for purchase – prime bank guarantee/s (also referred to as BG ).

I further confirm that I have requested such information to serve only my interests and purposes and the information shall
not be for further distribution. I hereby agree to keep all information I receive from your organization strictly confidential,
and I shall not disclose it to any third party.

I hereby declare that I am fully aware that the information you have or will give me is in direct response to my request,
and that it should not in any way be considered or intended to be a solicitation of funds of any sort, or any type of
offering. I hereby confirm that the information is intended for my general knowledge only and that I consider myself an
experienced and sophisticated investor. I hereby affirm, under penalty of perjury, declare that I have requested all
information from you and your organization of my choice and free will, and further that your organization has not solicited
me in anyway.

I understand that the contemplated transaction is strictly one of private commercial investment transaction and in no way
does it rely upon or relate to the United States Securities Act 1933, as amended, or related regulations in the USA, its
jurisdictions or other nations similar securities laws and regulations. I agree that this private commercial investment
transaction is exempt from the aforementioned securities act and it is not intended for the general public with all
documentation being for private use only.

Signed this ___th day of xxxx, 2015

Name of Signatory :
Title :
Passport Number :
Country :
Date of Passport Issue xxx :

Page 16 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

PASSPORT COPY OF PARTY B’S AUTHORIZED SIGNATORY

Page 17 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

CERTIFICATE OF INCORPORATION OF PARTY B

Page 18 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

PASSPORT COPY OF PARTY A’S AUTHORIZED SIGNATORY

Page 19 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED
 (PARTY B’S -LESSEE’s- LETTERHEAD)
TRANSACTION CODE: OCDK/……………..
PARTY A’S CODE:
PARTY B’S CODE:

“Accepted and agreed without change

(Electronic signature is valid and accepted as hand signature)”
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
1. EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As
applicable, this agreement shall be:-Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce
Act’’ or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001);

2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for
Trade Facilitation and Electronic Business (UN/CEFACT). EDT documents shall be subject to European Community Directive No.
95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic
means provided however, that any such request shall in no manner delay the parties from performing their respective obligations
and duties under EDT instrument.

This Agreement is made, read and signed on this ……. Day of September , 2015.

The Lessee Party “A”

Passport Number:
Date of Issue:
Date of Expiry:
Country of Issuance:

The Lessorr Party “B”

Title :
Name :
Passport No :
Nationality :

Page 20 of 20
Party A’s initials: Party B’s initials:
UNAUTHORIZED CONTACT TO PROVIDER'S BANK ARE NOT ALLOWED