DEED OF AGREEMENT

DATE: 00 00, 2022

This Agreement is made and enters into effect on this date of -------- 00, 202 , by and between the Parties described
below:

DATE ------- 00, 2022

REFERENCE NUMBER

BUYERS CODE

PROVIDERS CODE

TRANSACTION CODE

The PROVIDER:

COMPANY NAME To be announced TBA

COMPANY ADDRESS To be announced TBA

REPRESENTED BY To be announced TBA (CEO & Chairman)

PASSPORT. To be announced TBA

BUSINESS PHONE To be announced TBA

BUSINESS FAX To be announced TBA

EMAIL ADDRESS To be announced TBA

PROVIDER’S SIGNATURE: Page 1 of 25 RECEIVER’S SIGNATURE:

The RECEIVER:

COMPANY NAME
REGISTRATION No.
COMPANY
ADDRESS
REPRESENTED BY
PASSPORT
BANK NAME BANK
ADDRESS SWIFT
CODE ACCOUNT
NAME ACCOUNT
№/IBAN BANK
PHONE
BANK EMAIL

WHEREAS,

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

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

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

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

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

PROVIDER’S SIGNATURE: Page 2 of 25 RECEIVER’S SIGNATURE:

 1. BANK INSTRUMENT DESCRIPTION

SBLC, CASH BACKED, ICC URDG 758 FORMAT

INSTRUMENT TYPE UNCONDITIONAL AND CALLABLE UPON MATURITY

VALIDITY ONE YEAR AND ONE DAY

TOTAL VALUE ….,000,000.00 (………… MILLION EUROS)

ISSUING BANK BARCLAYS BANK LONDON / HSBC BANK LONDON

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

PURCHASE RATE 40 % (FORTY PERCENT) OF THE SBLC FACE VALUE

COMMISSION 2% (TWO PERCENT) 50/50 EACH SIDE

LEASE RATE 10 % (TEN PERCENT) OF THE SBLC FACE VALUE

COMMISSION 2% (TWO PERCENT) 50/50 EACH SIDE

After DOA is signed and DOA lodged to the bank, , The receiver will send MT 199 RWA, The provider will reply
MT199 RWA, the receiver will send MT 799 proof of funds to Provider and Provider will send PRE-ADVICE
PROCEDURES BY MT799 and Provider will send SBLC by MT-760. Provider and Receiver must send swift copies to both
parties by e-mail as soon as they are sent..

PAYMENT Receiver will send the payment by MT 103 within (15) banking days of receving SBLC and SBLC hard copies.

PROVIDER’S SIGNATURE: Page 3 of 25 RECEIVER’S SIGNATURE:

 2.TRANSACTION PROCEDURES

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

2. Within 1-3 banking days PROVIDER counter signs the Deed of Agreement, which thereby automatically
becomes a full recourse commercial contract and both Parties lodge the DOA with their respective Banks.

3. Within 1-3 banking days RECEIVER Bank will issue MT-199 to PROVIDER'S coordinate bank
account to confirming that they are Ready, Willing and Able to receive the SBLC.

4. Within 1-3 banking days PROVIDER’s bank will reply by MT-199 confirming that they are Ready, Willing and
Able to issue the STAND BY LETTER OF CREDIT (SBLC).

5. Within 1-3 banking days RECEIVER Bank will issue MT 799 proof of funds to PROVIDER'S coordinate
bank account to confirming that they are Ready, Willing and Able to receive the SBLC

6. Within 1-3 banking days PROVIDER’s Issuing bank will reply by MT-799 Pre-Advice (Exhibit A)
confirming that they are Ready, Willing and Able to issue the STAND BY LETTER OF CREDIT (SBLC) as per
agreed verbiage (Exhibit B).

7. On receipt, authentication, and confirmation of the PROVIDER’S pre-advice to the bank of the RECEIVER, the
PROVIDER will issue SBLC via SWIFT MT-760, and the PROVIDER'S bank will send the hard copies of the
SBLC to the RECEIVER'S bank by bank-bonded courier.

8. RECEIVER’S bank affects the payment within (15 ) Banking days to PROVIDER'S nominated bank account by
unconditional SWIFT MT-103 and simultaneously pays 2% Consultancy fees as per details stated in the IMFPA.

9. Transactions and their settlement will continue according to above-noted procedures and pre-agreed tranche
schedule until contracted collateral instruments are fully delivered.
Should RECEIVER default to pay the fees to the PROVIDER and commission to the Consultants as agreed in
this DOA within the allowed number of days after receipt of SBLC via SWIFT-760 the PROVIDER shall
instruct the Issuing Bank to put a claim on the SBLC thereby forcing the Receivers Bank to return the SBLC to
the issuing Bank

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

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

PROVIDER’S SIGNATURE: Page 4 of 25 RECEIVER’S SIGNATURE:

 3. SANCTIONS (NON-PERFORMANCE)

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

4. UNAUTHORIZED BANK COMMUNICATION

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

5. NON-SOLICITATION

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

6. FORCE MAJEURE

Any delay in or failure of performance by either Party of their respective obligations under this Agreement shall not
constitute a breach hereunder or give rise to any claims for damages if, and to the extent that such delays or failures
in performance are caused by events or circumstances beyond the control of such Party.

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

7. ARBITRATION

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

This Agreement contains the entire agreement and understanding concerning the subject matter hereof and
supersedes and replaces all prior negotiations and proposed agreements, written or oral.

PROVIDER’S SIGNATURE: Page 5 of 25 RECEIVER’S SIGNATURE:

 Neither of the Parties may alter, amend or modify this Agreement, except by an instrument in writing signed by both
Parties. This Agreement will be governed by and construed in accordance with the laws of Switzerland. In the event
that either Party shall be required to bring any legal actions against the other to enforce any of the terms of this
Agreement, the prevailing Party shall be entitled to recover reasonable attorney’s fees and costs.

8. BANKING DETAILS – PROVIDER & RECEIVER

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

8.1. RECEIVER’S BANK CO-ORDINATES TO SEND MT199 RWA, MT799 PROOF OF FUNDS AND MT103
PAYMENT (MUST BE A TOP25 WORLD
BANK)

BANK NAME

BANK ADDRESS

SWIFT CODE
ACCOUNT NAME

ACCOUNT №/IBAN

BANK PHONE

BANK EMAIL

8.1.
RECEIVER’ S B ANK CO -ORDINATES TO RECEIVE MT 199 RWA, MT799 PRE-ADVICE AND
MT760

BANK NAME

BANK ADDRESS

SWIFT CODE
ACCOUNT NAME

ACCOUNT №/IBAN
BANK PHONE
BANK EMAIL
PROVIDER’S SIGNATURE: Page 6 of 25 RECEIVER’S SIGNATURE:
PROVIDER’S BANK CO-ORDINATES TO RECEIVE MT 199 RWA, REPLY MT199, AND RECEIVE MT799
PROOF OF FUNDS.
BANK NAME

BANK ADDRESS

ACCOUNT NO.

ACCOUNT NAME To Be Announced (TBA)

SWIFT CODE
BANK OFFICER
BANK PHONE NUMBER
BANK FAX NUMBER

BANK OFFICER EMAIL

ADDRESS

8.2. PROVIDER’S BANK CO-ORDINATES TO SEND SWIFT MT 799 PRE-ADVICE AND MT760 SBLC

BANK NAME

BANK ADDRESS

SWIFT CODE / ( BIC)

ACCOUNT HOLDER To Be Announced (TBA)

ACCOUNT SIGNATORY To Be Announced (TBA)

ACCOUNT NUMBER
BANK PHONE

SORT CODE

IBAN

BANK OFFICER

PROVIDER’S SIGNATURE: Page 7 of 25 RECEIVER’S SIGNATURE:

PROVIDER BANK CO-ORDINATES TO RECEIVE MT103 PAYMENT

Bank Name

Bank Address

Account Name Holder

Account Number

Account Signatory Name To be announced (TBA)

Bank Officer Name

Bank Ofiice Email

Bank Officer Tel No.

Bank Officer Fax No.

Swift Code

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

PROVIDER’S SIGNATURE: Page 8 of 25 RECEIVER’S SIGNATURE:

 9. SIGNATURES OF THE PARTIES
In WITNESS WHEREOF the parties hereto have duly signed and executed this Deed of Agreement in duplicate on the
day and place as stated here above.
PROVIDER RECEIVER
Company: Company:
Director:
General Manager: Passport №:
Passport №: Date of Issue:
Date of Issue: Date of Expiry:
Date of Expiry: Place of Issue:
Place of Issue
(Country):
Signature and Seal:
Signature and Seal:

In accordance with Articles 2 through 5 of the due diligence convention and the Federal Banking
Commission Circular of December 1998, and under the US Patriot Act of 2002, as amended in February 2003
concerning the Prevention of Money Laundering and 305 of the Swiss Criminal Code. The following information
may be supplied to banks and/or other financial institutions for purposes of verification of Identity and
activities of the Client described below, and the nature and original of the funds which are to be utilized. The
foregoing is subject to agreement by all parties to whom this client and all individuals described herein, as well as
the generally accepted professionals standards relating to the maintenance of confidential information, and to
take all appropriate precautions to protect the confidentiality of the information contained herein, this legal
obligation shall remain in full force indefinitely without restriction.

PROVIDER’S SIGNATURE: Page 9 of 25 RECEIVER’S SIGNATURE:

 RECEIVER INFORMATION SUMMARY

1. Date of Submission: ---------- 00, 2022

2. Name of Company :
3. Client Name (Signatory):
4. Passport No:
5. Country of Residence:
6. Passport Issue Date:
7. Passport Expiry Date :
8. Date of Birth (Place):
9. Address:
10. Mobile Tel Number:
11. Clients Email Address:
12. Do you speak English?
13. Business Name:
14. Business Address:
15. Registered Office Domicile:
16. Years in Business :
17. Registration Number:
18. Country / State of Incorporation: / investment and consulting :
19. CELL Number:
20. Legal Adviser Mail Address :
21. Address for Mail Delivery :
22. Address for Courier Delivery:
23. Bank Name:

BANK NAME

BANK ADDRESS

SWIFT CODE
ACCOUNT NAME

ACCOUNT №/IBAN
BANK PHONE
BANK EMAIL

PROVIDER’S SIGNATURE: Page 10 of 25 RECEIVER’S SIGNATURE:

 PROVIDERINFORMATIONSUMMARY

1. Date of Submission:
2. Name of Company: To be announced (TBA)
3. Client Name (Intl’ passport Holder): To be announced (TBA)
4. Passport No:
5. Country of Residence:
6. Passport Issue Date:
7. Passport Expiry Date:
8. Date of Birth (Place):
9. Address:
10. Mobile Tel Number: To be announced (TBA)
11. Clients Email Address: To be announced (TBA)
12. Do you speak English? Yes
13. Business Name: To be announced (TBA)
14. Business Address:No
15. Registered Office Domicile:
16.Business Tax ID Number: To be announced (TBA)
17. Years in Business:
18. Registration Number:
19. Country / State of Incorporation:
20. CELL Number: To be announced (TBA)
21. Legal Adviser :
22. Address for Mail Delivery: To be announced (TBA)
23. Address for Courier Delivery:

Bank Name

Bank Address

Account Name Holder TBA

Account Number

Account Signatory Name TBA

Bank Officer Name

Bank Ofiice Email

Bank Officer Tel No.

Bank Officer Fax No.

Swift Code

PROVIDER’S SIGNATURE: Page 11 of 25 RECEIVER’S SIGNATURE:

 APPENDIX A:
VERBIAGE OF PRE-ADVICE MT799 SWIFT INPUT: MT 799 FREE FORMAT MESSAGE

DATE : XXXX.
FROM : XXXX.
ADDRESS : XXXX
SWIFT CODE : XXXX
BY ORDER OF OUR CLIENT: XXXX
ACCOUNT NAME : XXXX
ACCOUNT NUMBER : XXXX

TO :
ADDRESS :
BANK NAME :
BANK ADDRESS :
SWIFT CODE :
ACCOUNT NAME :
ACCOUNT NUMBER :
TRANSACTION CODE :

TRANSACTION CODE:
XXXXXX. TO BANK NAME :
BANK ADDRESS
: BANK TEL :
BANK FAX :
BANK OFFICER NAME :
SWIFT CODE :
ACCOUNT NAME :
ACCOUNT NO :
FROM BANK NAME :
BANK ADDRESS :
BANK OFFICER TEL :
BANK FAX :
BANK OFFICER NAME :
SWIFT CODE :
ACCOUNT NAME :
ACCOUNT NO :
Applicant :
MT799 NARRATIVE: // WE, ----------------------------------------------------., LOCATED AT -------------------------------------, PLACE D’ARMES, ----- ---
--------------------, REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY AND
LIABILITY ON BEHALF OF OUR CLIENT -------------------------------------------------------------, PAYMENT WITH ACCOUNT NUMBER -------------
------------------------------- EUR THAT WE ARE READY, WILLIING AND ABLE TO ISSUE AN MT799 PRE-ADVICE AMOUNTING TO EUROS
XXX MILLION TO YOUR ACCOUNT HOLDER AT YOUR BANK AS REQUESTED OF OUR CLIENT FOR THEIR PROJECT INVESTMENT.
//THE SAID FUNDS ARE CLEAR CLEAN AND OF NON-CRIMINAL ORIGIN AND FROM LEGAL SOURCE, FREE OF ANY LIENS, PLEDGES
OF ENCUMBRANCES OF ANY KIND. MAY BE FURTHER VERIFIED ON A BANK-TO-BANK BASIS. //PLEASE CONFIRMS YOU ARE
READY TO RECEIVE AND FUND THIS BANK INSTRUMENT WITH GOOD, CLEAN AND CLEARED AND NON-CRIMINAL ORIGIN
FUNDS. THIS IS FULLY OPERATIVE INSTRUMENT. //

AUTHORIZED BANK OFFICER 1 AUTHORIZED BANK OFFICER 2

<NAME, TITLE, PIN CODE> <NAME, TITLE, PIN CODE>
(BANK OFFICER’S PRINTED NAME & TITLE) (BANK OFFICER’S PRINTED NAME & TITLE)

PROVIDER’S SIGNATURE: Page 12 of 25 RECEIVER’S SIGNATURE:

 APPENDIX D:
DRAFT TEXT OF PRE-ADVICE VIA MT799 FROM PROVIDERS BANK

(CLIENT CAN CHANGE TO HIS BANK SWIFT VERBIAGE )

(TEXT MAY VARY IN SUBSTANCE BUT THE ESSENTIAL UNDERTAKING MUST BE

MAINTAINED)

FROM:
BANK NAME :
BANK ADDRESS :
SWIFT CODE :
BANK OFFICER :
AMOUNT : - SBLC FACE VALUE OF EURO …… MILLION
ACCOUNT NO. :
ACCOUNT NAME :

TO:

BANK NAME :
BANK ADDRESS:
SWIFT CODE :
ACCOUNT NO :
ACCOUNT NAME:
BANK OFFICER:
IN FAVOR OF :
TERM : 1 YEAR 1
DAY
FACE VALUE : - SBLC FACE VALUE OF EURO …...
MILLION

TRANSACTION CODE:
REFERENCE CODE:

WE, (ISSUING BANK NAME & ADDRESS), REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY CONFIRM WITH FULL BANK
RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR CLIENT --------WITH ACCOUNT NUMBER: --------THAT WE
ARE READY, WILLING AND ABLE TO ISSUE STANDBY LETTER OF CREDIT STANDBY LETTER OF CREDIT
INTERNATIONAL CHAMBER OF COMMERCE (ICC), PARIS, FRANCE, PUBLICATION 600, LATEST REVISION AMOUNTING
TO - SBLC FACE VALUE OF
€…….000.000,00 EURO …… MILLION ONLY, LAWFUL CURRENCY OF THE EUROPEAN UNION, AND THE FIRST TRANCHE WILL
BE IN THE FACE AMOUNT OF €…....000.000,00 EURO ……. MILLION ONLY, ALL FOR THE BENEFIT OF -------, WITH ACCOUNT
NUMBER: ---------.

THERE WILL BE NO LIENS AND ENCUMBRANCES ON THESE INSTRUMENTS WHICH SHALL BE DELIVERED AND AVAILED VIA
SWIFT MT760 AND EXACT STANDBY LETTER OF CREDIT.

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

PROVIDER’S SIGNATURE: Page 13 of 25 RECEIVER’S SIGNATURE:

------------------ --------------
-

PROVIDER’S SIGNATURE: Page 14 of 25 RECEIVER’S SIGNATURE:

BANK OFFICER #1 BANK OFFICER #2

PROVIDER’S SIGNATURE: Page 14 of 25 RECEIVER’S SIGNATURE:

NAME, TITLE, PIN CODE NAME, TITLE, PIN CO

APPENDIX B

VERBIAGE OF STAND BY LETTER OF CREDIT ICC758 VIA SWIFT MT760 FROM PROVIDERS
BANK

(CLIENT CAN CHANGE TO HIS BANK SWIFT MT760 VERBIAGE )

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

SENDER
BANK NAME:

BANK ADDRESS:

OFFICER 1

OFFICER 2:
BANK PHONE NO:
BANK FAX:
BANK EMAIL:
SWIFT:
ACCOUNT HOLDER:
ACCOUNT NUMBER:

RECEIVER: BANK
NAME: ADDRESS:
ACCOUNT NAME:
ADDRESS
ACCOUNT NUMBER:
SWIFT CODE:
BANK OFFICER:
OFFICER 1:
OFFICER 2:
Account Signatory:

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

SUBJECT: CASH-BACKED STAND BY LETTER OF CREDIT UNDER ICC 758 FORMAT
AMOUNT: - SBLC FACE VALUE OF EURO …… MILLION

BENEFICIARY:
TRANSACTION CODE:

PROVIDER’S SIGNATURE: Page 15 of 25 RECEIVER’S SIGNATURE:

WE, ------------- (ISSUING BANK AND ADDRESS) ----------, AT THE REQUEST OF THE ABOVE REFERENCED
CLIENT, HEREBY ESTABLISH OUR IRREVOCABLE AND TRANSFERABLE STAND BY LETTER OF CREDIT
IN FAVOR OF , IN THE AMOUNT OF €…...000.000,00 EURO ……… MILLION ONLY LAWFUL CURRENCY OF
THE EUROPEAN UNION AVAILABLE BY DRAFT UPON PRESENTATION TO US OF THE ORIGINAL OF
THIS LETTER OF CREDIT AT OUR COUNTERS ON MATURITY, BUT NOT LATER THAN FIFTEEN (15) DAYS
AFTER THE MATURITY DATE. SUCH DRAFT, UNDER THIS LETTER OF CREDIT MUST BE MARKED ON ITS
FACE “DRAWN UNDER (ISSUING BANK & ADDRESS), STAND BY LETTER OF CREDIT
NUMBER [XXXXXXXXXXX], DATED XX/XX/2020”.

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

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

WITH-HELD OR ASSESSED BY THE GOVERNMENT OF THE UNITED KINGDOM OR ANY POLITICAL

SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.

THIS STAND BY LETTER OF CREDIT IS IRREVOCABLE, TRANSFERABLE, ASSIGNABLE AND DIVISIBLE

WITHOUT PRESENTATION TO US OR PAYMENT OF ANY TRANSFER OR ASSIGNABLE OR DIVISIBLE FEE
AND UNCONDITIONALLY CALLABLE UPON MATURITY.

THIS STAND BY LETTER OF CREDIT IS SUBJECT TO “UNIFORM RULES FOR DEMAND

GUARANTEES” URDG ICC PUBLICATION NO. 758 AND SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES.

THIS IS AN OPERATIVE INSTRUMENT. ALL CHARGES ARE FOR ACCOUNT OF THE APPLICANT.
THIS STAND BY LETTER OF CREDIT EXPIRES ON DD/MM/2022
XXXXXXXX BANK ADDRESS XXXXXXXXX

AUTHORISED BANK OFFICER 1 AUTHORISED BANK OFFICER 2

NAME, TITLE, PIN CODE NAME, TITLE, PIN CODE

AUTHORISED BANK OFFICER 1 AUTHORISED BANK OFFICER 2

NAME, TITLE, PIN CODE NAME, TITLE, PIN CODE

SIGNED this XXXX, 2022

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

PROVIDER’S SIGNATURE: Page 16 of 25 RECEIVER’S SIGNATURE:

Name:
Title: Director
Passport :
Date of Issue:
Date of Expiry:

ANNEX 1

R ECE I V ER ’ S COL OUR COP Y

OF P ASSPOR T

PROVIDER’S SIGNATURE: Page 17 of 25 RECEIVER’S SIGNATURE:

 ANNEX 2

R ECE I V ER ’ S COM PANY CER

T IF I
CAT E

PROVIDER’S SIGNATURE: Page 18 of 25 RECEIVER’S SIGNATURE:

 ANNEX 3

PROV I DER ’ S COPY

OF
PASSPOR T

PROVIDER’S SIGNATURE: Page 19 of 25 RECEIVER’S SIGNATURE:

 ANNEX 4

PROV I DER ’ S COM PANY R EG IST R AT I ON

C ERT IF I
CAT E

PROVIDER’S SIGNATURE: Page 20 of 25 RECEIVER’S SIGNATURE:

 ANNEX 5

NON-SOLICITATION STATEMENT

To: THE PROVIDER

I, MR. ------------------------------- ACTING AS AUTHORIZED SIGNATORY FOR AND ON -----------------------------------------------------

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

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

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

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

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

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

AGREED AND ACCEPTED BY THE RECEIVER

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

AUTHORIZED SIGNATURE:
TITLE : DIRECTOR
PASSPORT NO.:
COUNTRY OF ISSUE:
ISSUE DATE:
EXPIRY DATE:

PROVIDER’S SIGNATURE: Page 21 of 25 RECEIVER’S SIGNATURE:

 ANNEX 6
CORPORATE RESOLUTION

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

THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF ---------------------------------------------------------------------------------------,

[HEREAFTER CALLED “COMPANY”] ATTENDED A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND
REGULARLY CALLED, NOTICED AND HELD ON OCTOBER 22, 2021 AT THE COMPANY’S ABOVE REFERENCED
ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE
UNANIMOUSLY ADOPTED TO WITHOLD AND IT WAS RESOLVED THAT:

MR. ----------------------------------------------- SHALL BE AND IS HEREBY APPOINTED TO SERVE AS MANAGING DIRECTOR

AND COMPANY DIRECTOR OF THE COMPANY AND THAT HE IS FULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE
SOLE REPRESENTATIVE OF THE COMPANY TO EXECUTE ALL NECESSARY DOCUMENTS ON BEHALF OF THE
COMPANY IN CONNECTION WITH A STAND BY LETTER OF CREDIT TRANSACTION, AND TO EFFECT THE OPENING AND
OPERATION OF BANK ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE COMPANY AT ANY BANK [S] HE
SHALL SELECT, AND BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS
DISCRETION AND DETERMINATION, AND TO EXECUTE INVESTMENT OR DEPOSIT CONTRACTS WITH HIS
SELECTED SOURCES AND BANKS WITH RESPECT TO THE COMPANY’S DEPOSITS THEREIN, AT HIS DISCRETION, FOR
AND IN THE BEST INTERESTS OF THE COMPANY.

IT WAS FURTHER RESOLVED THAT MR. ------------------------------------------------------ , AS MANAGING DIRECTOR AND

COMPANY DIRECTOR OF THE COMPANY, SHALL BE AND IS HEREBY AUTHORIZED AND DIRECTED TO CERTIFY
THAT THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN FULL CONFORMITY WITH THE
CHARTER, BY LAWS AND ARTICLES OF INCORPORATION OF THE COMPANY, AND THAT THE
FOREGOING RESOLUTION AND THE AUTHORITY THEREBY CONVEYED SHALL REMAIN IN FULL FORCE AND EFFECT
UNTIL THE PURPOSE SET FORTH HEREIN ARE ACCOMPLISHED.

IT IS FURTHER CERTIFIED THAT THE ABOVE-NAMED DIRECTOR OF THE COMPANY HAS BEEN DULY ELECTED AND
APPOINTED TO HOLD OFFICE AND IS PRESENTLY HOLDING OFFICE AND IS EMPOWERED TO ACT FOR AND
ON BEHALF OF THE COMPANY, AND THAT THIS CORPORATE RESOLUTION’S FAX OR PHOTOCOPIES SHALL BE
OF EQUAL VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL
PURPOSES, EVERYWHERE.

IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN CERTIFICATION OF THE
ABOVE RESOLUTIONS & PROVISIONS ON ----------- 00, 2022

SIGNED this --------------- 00, 2022

AGREED AND ACCEPTED BY THE RECEIVER

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

AUTHORIZED SIGNATURE:
TITLE : DIRECTOR
PASSPORT NO.:
COUNTRY OF ISSUE:
ISSUE DATE:
EXPIRY DATE:

PROVIDER’S SIGNATURE: Page 22 of 25 RECEIVER’S SIGNATURE:

 ANNEX 7
IREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

Both PROVIDER and RECEIVER agree that the RECEIVER’s and PROVIDER's agents/brokers are entitled to 2% (Two
percent) of the STAND BY LETTER OF CREDIT (SBLC) face value commission fees. These commission fees will be
shared between the PROVIDER’s and RECEIVER’s agents/brokers as specified here below.

The Parties agree that the commission fees stated are compensation for services rendered and are irrevocably and
unconditionally guaranteed to be paid by the RECEIVER to the agents and intermediaries listed in this DOA by wire
transfer simultaneously with the RECEIVER’s payment UP TO 2 % ( TWO percent) of the face value of the SBLC as
receiving fee to the PROVIDER for every tranche and/or transaction of the SBLC. The commission fees will be free of
legal impediment and free of any deductions, excluding bank transfer fees, for this and all subsequent transactions between
the Parties.

In consideration of the mutual benefits to be derived by the associates or affiliated individuals, agents/brokers companies,
designees, trustees or executors, it is understood and agreed that the Parties hereto are mutually desirous of effecting
this business transaction in co-operation with one another for their mutual benefit and all signatory Parties agree to abide
by the following terms and conditions:

Each Party agrees that they will not make any contact with, deal with or be involved with individuals, trader and investor
introduced by another signatory without specific permission of the introduced signatory for the Investor.

The signatory agrees to keep confidential the identity of and all contacts so provided by any
other signatories.

The Parties hereto agree that all commissions or fees as agreed by the Parties shall be paid in full at the end of every

transaction. This Agreement shall be legally binding on the Parties hereto, their principals, employees, representatives,

agents and assigns in

all countries of the
world.

The Parties hereto affirm that in every case they will act with the highest standards of ethics and honesty in all their

dealings. This Agreement shall be respected and honored at all times, unless otherwise mutually agreed upon and any

Party will permit

no attempt or hint of circumvention.

Each of the above Parties agrees and understands that any overt or covert action of circumvention prescribed by
this Agreement shall be a fraudulent act against the other Party and will be subject to judicial action, recompense for
damages, possible punitive damages and injunctive relief imposed by the legal process.

Both Parties hereby agree that the agents and intermediaries referred to in this DOA shall
be as follows:

PROVIDER’S SIGNATURE: Page 23 of 25 RECEIVER’S SIGNATURE:

 TOTAL COMMISSION FEE OF 2% (TWO PERCENT) OF FACE VALUE IN EURO PAID BY THE RECEIVER TO BE
SHARED AS FOLLOWS:

1. PROVIDER‘S CONSULTANTS PAYMASTER’S BANK CO-ORDINATES TO RECEIVE 1% (ONE

PERCENT) OF SBLC FACE VALUE INCLUDING ANY ROLLS&EXTENSIONS: CLOSED

PAYMASTER
Bank Name
Bank Address
Account Name
Account Number To be announced
SWIFT Code
Bank Officer
Bank
Telephone/Fax
SPECIAL WIRE Same Day Transfer and Immediate Credit - CURRENCY: USD or US
INSTRUCTIONS Dollars. AllWire 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
Required Bank.
Message 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.
funds are clean and clear of non-criminal origin. this is done with full
banking responsibility and we are satisfied as to the source of funds sent to
us.” For same day settlement.

PROVIDER’S SIGNATURE: Page 24 of 25 RECEIVER’S SIGNATURE:

2. TOTAL COMMISSION RECEIVERS – SIDE 1% OF FACE VALUE OF EACH AND EVERY
TRANCHE OF TOTAL CONTRACT AMOUNT, INCLUDING R&E (OPEN FOR MANDATE &
FACILITATORS/AGENTS – TO BE SHARE ACCORDING PRESENTED BOXES.)

Beneficiary’s side:
(BOX 1) RECEIVER’S MANDATE 1% OF FACE VALUE WITH R&E. (OPEN)
PAYMASTER
Bank Name
Bank Address
Account Name
Account Number
SWIFT Code
Bank Officer
Bank
Telephone/Fax
Bank mail
address
SPECIAL WIRE Same Day Transfer and Immediate Credit - CURRENCY: USD or US
INSTRUCTIONS Dollars. AllWire 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
Required Bank.
Message
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.
funds are clean and clear of non-criminal origin. this is done with full
banking responsibility and we are satisfied as to the source of funds sent to
us.” For same day settlement.

PROVIDER’S SIGNATURE: Page 25 of 25 RECEIVER’S SIGNATURE:

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

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

SIGNED this ---------- 00, 2022

AGREED AND ACCEPTED BY THE RECEIVER

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

AUTHORIZED SIGNATURE:
TITLE : DIRECTOR
PASSPORT NO.:
COUNTRY OF ISSUE:
ISSUE DATE:
EXPIRY DATE:

ELECTRONIC DOCUMENT TRANSMISSIONS

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)

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 INSTRUMENTS.

*** END OF DOCUMENT ***

PROVIDER’S SIGNATURE: Page 26 of 25 RECEIVER’S SIGNATURE: