GLOBAL

MASTER SECURITIES LENDING & BORROWING AGREEMENT

THIS AGREEMENT IS ISSUED IN RESPECT OF THE STATUTORY OF ISO 15022

Nr: S21:XXXXXXX - Dated X X X X X X X X X X

Between

XXXXXXXXXXXX XXX INC. LTD.
a company incorporated under the laws of HONG KONG
acting through a Designated Office
XXXXXXXXXXX- HONG KONG
Hereinafter referred to as LENDER

And

XXXXXXXXXXXXX

a company incorporated under the laws of XXXXXX
acting through a Designated Office
XXXXXXXXXXXXXXXX
Hereinafter referred to as
BORROWER

1. LOAN OF SECURITIES
The LENDER will lend Securities to BORROWER, and BORROWER will borrow Securities from LENDER in
accordance with terms and conditions of this Agreement.
The LENDER provides to BORROWER the opportunity to receive in “Funds First Mode” and use Bank
Instruments in the form of Stand by Letter of Credit (hereinafter the SBLC named as Certificate of Debt),
following the Uniform Customs and Practice for Documentary Credits UCP 500 of the International Chamber
of Commerce Paris, with pertaining pre-purchasing operation on the stock exchange market, following the
terms of “Application To Loan Bank Instrument” submitted from BORROWER to LENDER on xxxth XXX
2022 XXXXXXX, under the conditions that are stated below.

THE INSTRUMENT IS FOR THE FOLLOWING PURPOSE:

CREDIT ENHANCEMENT FOR XXXXXXXXXXXXXX XXX
(FULL DETAILS ARE INCLUDED IN THE APPLICATION FORMS)

2. DETAILS OF SECURITY
The BORROWER orders below mentioned Bank Instrument which will be the collateral for fresh cut and
cash backed SBLC issued by one of lender’s banks between HSBC PLC, BARCLAYS BANK PLC, DEUTSCHE
BANK AG, UBS AG and STANDARD CHARTERED:

USD XXXXXXXXXXXXXXXXXX.00 (XXXXXXXXXXX USD) TRANCHE

by signing this Lending and borrowing agreement, in the form of tradable Certificate of Debt, issued
by XXXXXXXXXXXXX- ISIN CODE: USXXXXXXXXXXX

3. COMMENCEMENT OF LENDING TRANSACTION
The BORROWER will sign this Agreement and in the same time, within 7 banking days after signature, will
transfer it to a designated Clearing and Settlement account of the appointed Clearing and Settlement
Company (Lending Manager) the amount of EUR XXXXXX against invoice, to permit to cover the call
option expenses to reserve the bank instrument. At this moment the loan procedure will commence. This
amount shall be transferred by BORROWER within 7 days of the signature of this Agreement and will be
refunded after successful completion of this transaction by the LENDER, as per article 5. The BORROWER
has the right also to deduct the above mentioned amount from the service fees total amount as per art. 7).
After 30 calendar days of this agreement date, without the transfer as above mentioned, this agreement will
expire and will be considered null and void.

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 4. DELIVERY OF DOCUMENTS
After signature of this agreement and the wire transfer of the above mentioned amount agreed, within 48
hours, the Lender will reserve the tranche of the above mentioned banking instruments by the Clearing and
Settlement Company (Lending Manager). After that will send to the Borrower a Pre Advise of Invoice with
all details of the Bank Instrument, Corporate Deed of Assignment, Call Option Voucher, Bond Power,
Euroclear and Bloomberg printout, Security Card of the Stock Exchange market where the instrument is
quoted, Prospectus of the Issuing Program of the Bank (if available), to permit the designated Borrower’s
Bank Officer to check and authenticate the instruments. Every instrument is screenable in Euroclear and
Bloomberg systems.

5. REQUIREMENTS TO EFFECT THE DELIVERY OF THE BANK INSTRUMENT
After the verification and authentication of the above mentioned documents, BORROWER must provide
to the payment of service fees by payments made through:
a. Conditional ICPO (irrevocable corporate pay order) endorsed by an acceptable borrower’s bank
(approved by lender) as per attachment 1 or
b. Bank backed Promissory Notes, which expiring dates will be negotiated between the parties (having
the endorsement per aval of an acceptable bank approved by lender) as per attachment 2 only or
c. Conditional swift MT103 or MT700 as per attachments 3 and 4
TO NOTE THAT IF THE PAYMENT WILL NOT TAKE PLACE WITHIN 20 CALENDAR DAYS FROM THE PRE ADVISE OF INVOICE ISSUING DATE (AS
PER ART.4) THE AGREEMENT WILL BE CONSIDERED NULL AND VOID.

6. DELIVERY OF THE BANK INSTRUMENT
At this moment the LENDER will confirm to the clearing operator the instrument purchasing, after the
Nominated LENDER’s Compliance Officer will carry out the necessary due diligence function contacting the
BORROWER's Bank by certified email and the BORROWER’s Bank will confirm their RWA to receive the
above mentioned instrument to close the transaction and their awareness/knowledge about this
transaction. At this moment LENDER bank will deliver the Bank Instrument to which the Agreement relates,
by Swift MT 760, to the BORROWER’s Designated Bank Account. The transaction will be closed on a Bank-
to-Bank basis using the swift system. After delivery of MT760 to BORROWER’s Bank, hard copy of SBLC will
be sent to BORROWER’s Designated Bank.

7. RATES APPLICABLE TO LOANED SECURITIES
BORROWER shall pay to the LENDER, in the manner prescribed in paragraph 5), the agreed service fee of
xxx% (seven percent) ) - including 2.00% (two percent) commission for xxxxxx . - of the face amount of the
instrument for a period of one year and one day. The BORROWER has the possibility to extend the lending
period for up to 5 years, paying the service fee yearly, TEN days before the maturity date.

8. OWNERSHIP OF THE BANK INSTRUMENT
a) Except as specifically set forth in a future writing signed by LENDER, the Bank Instrument is and at all
times shall remain personal property owned by LENDER and not by BORROWER or any other person or
entity.
b) Neither the Bank Instrument nor any item of the Bank Instrument is or shall become encumbered,
mortgaged or pledged or put at any kind of financial risk without the authorization of the LENDER. The
LENDER will authorize the BORROWER’S bank to encumber or pledge the instrument against a official
letter, signing by two bank officers, undertaking the obligation to return the instrument 15 days before its
maturity date unencumbered and free of liens.
c) Neither any Bank nor any person or entity claiming on behalf of, or through Bank shall have, or claim, any
right, title or interest in any of the Bank Instrument.

9. BORROWER RIGHT TO TERMINATE THE AGREEMENT
BORROWER may terminate this Agreement at any time, by sending a written notice to LENDER. BORROWER
shall return the Bank Instrument immediately.

10. BORROWER’S OBLIGATION TO RE-DELIVERY
The BORROWER must return the bank instrument unencumbered to the LENDER 15 calendar days before
its maturity date. If BORROWER fails to return the Bank Instrument 15 calendar days before maturity in
accordance with this Agreement, BORROWER is liable for any damages caused thereby and this Agreement
will be null and void.

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 11. SUBSTITUTION OF COLLATERAL
BORROWER, prior to the date of maturity of the bank instrument lent, may have delivered or delivers
Alternative Collateral acceptable to LENDER or cash in the amount of the aggregate market value of the
lent Instrument on the same business day.

12. ASSIGNMENT OF THE AGREEMENT
I - This Agreement may not be assigned to any third party without prior written consent from the LENDER.
II - The Lender transfer to the Borrower all rights and instrument excluded any interest or coupons.

13. LENDER’S WARRANTIES
The LENDER hereby warrants and undertakes to the BORROWER on a continuing basis to the intent that
such warranties shall survive the completion of any transaction contemplated herein that, where acting as
a LENDER:
● LENDER grants BORROWER an exclusive license to use the Bank Instrument. The License is
transferable to other third parties only after authorization of the LENDER.
● LENDER grants BORROWER that the delivery of the documents as per article 4, will be done within 48
hours after the receipt of the deposit in the Designated Lending Manager Clearing and Settlement
account as per article 3).
● LENDER grants BORROWER that the delivery of the bank instrument as per article 6) will be effected
within 21 days after receipt of the payment as per article 5).

14. BORROWER’S WARRANTIES
The BORROWER hereby warrants and undertakes to the LENDER on a continuing basis to the intent that
such warranties shall survive the completion of any transaction contemplated herein that, where acting as
a BORROWER:
a) BORROWER is obligated to observe due care when using the bank Instrument and shall ensure that the
amount of the Bank Instrument is covered by reasonable asset or insurance;
b) BORROWER also grants that he has the capability in funds or credit facility, to pay the
lending/borrowing fees at the moment of signature of this agreement and within the moment of the
successful conclusion of this transaction;
c) BORROWER presents and warrants that no provision of this Agreement is in violation of or contradicts
any agreement or contract between BORROWER and his Designated Bank;
d) BORROWER grants that the Bank Officer, as below, is completely aware of the above and other terms
of the transaction also under verification by LENDER’s Bank Officer;
e) BORROWER designate their following receiving and paying bank:

RECEIVING BANK:

BANK NAME XXXXXXXXXXXXXXXXXX

ADDRESS XXXXXXXXXXXXXXXXXXX
PHONE/FAX XXXXXXXXXXXXXX
BANK OFFICER NAME XXXXXXXXXXXX
BANK OFFICER EMAIL XXXXXXXXXXXX
SWIFT CODE XXXXXXXXXXX
ACCOUNT HOLDER XXXXXXXXXXXX
ACCOUNT NUMBER XXXXXXXXXXX

15. MODIFICATION TO LEGISLATION

Any reference in this Agreement to an act, regulation or other legislation shall include a reference to any
statutory modification or reenactment thereof for the time being in force.

16. EVENT OF DEFAULT
Non observance of one or more of the above mentioned articles will render this agreement null and void,
and the money deposited in the Designated Lending Manager Clearing and Settlement account as per article
3) will cover the clearing expenses. The Borrower shall reimburse to the Lender the difference in value
between the market price paid by the Lender to purchase the bank instrument on the market and the real

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 selling price realised by the Lender for selling the instrument on the market, if selling value is inferior to
buying price.

17. SEVERANCE
In any provision of this Agreement is declared by any judicial or other competent authority to be void or
otherwise non enforceable, that provision shall be severed from the Agreement and the remaining
provisions of this Agreement shall remain in full force and effect.

18. NOTICES
Any notice or other communication in respect of this Agreement may be given in any manner set forth
below:
a) if in writing and delivered by courier, on the date it is delivered;
b) if sent by telex or by telegram, on the date the recipient’s answerback is received;
c) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested),
on the date that mail is delivered or its delivery is attempted;
d) if sent by electronically messaging system, on the date that electronic message is received

19. GOVERNING LAW AND JURISDICTION
This Agreement is governed by, and shall be construed in accordance with, ENGLISH law. The Courts of
London, UK, have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any
disputes, which may arise out of or in connection with this Agreement, and, for those purposes, each party
irrevocably submits to the jurisdiction of the court of ENGLAND AND WALES.

20. TIME
Time shall be of the essence of the Agreement

21. RECORDING
The Parties agree that each may record all telephone conversation between them

22. MISCELLANEOUS
a) this Agreement constitutes the entire agreement and understanding of the Parties with respect to its
subject matter and supersedes all oral communication and prior writings with respect thereto.
b) no amendment in respect of this Agreement will be effective unless in writing and executed by each of
the Parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging
system
c) except as provided on this Agreement, the rights, powers, remedies and privileges provided in this
agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided
by law.
d) a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties)
Act 1999 to enforce any terms of this Agreement.
e) documents are signed by and between lender and borrow by electronic way only. Electronic
signature is valid and accepted as hand signature.
f) parties agree that documents and information concerning this lending transaction are considered
non-public information and cannot be disclosed to third parties, either by paper or electronic way
such internet websites and email, with the exception of borrower’s banks stated in the agreement.
Violation of the non-disclosure clause will entitle the Lender to operate lawsuit

23. PENALTY AND EXPENSES FOR EXTENSIONS
The terms of expiration of this agreement can be extended, in agreement with parties, for other 30 calendar
days paying an amount of euro XXXXXX.-- as penalty The terms of 20 calendar days after receipt of the
corporate invoice to provide for the conditional payment, can be extended for other 30 calendar days paying
a penalty of euro XXXXXXX-- The 30 days extension begins on the first day this agreement expires.
Borrower must inform lender and pay extension fees at least two days before call option expiring date.
The BORROWER has the right to deduct the above mentioned amount when arrange for service fees
payment. If Lender accept borrower’s request, an amendment will be sent with relevant invoice for
extension expenses.
Lender can extend the validity of the call option for maximum of 3 times. The lender cannot guarantee
their availability of any subsequent extensions due also to the BOND/MTN maturity date.

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 READ, APPROVED AND UNDERWRITTEN IN 5 PAGES AND 6 ATTACHMENTS
TODAY THE X X X X X X X X X X X

THE LENDER :
Authorized Signatory – MR. XXXXXXXX




THE BORROWER – XXXXXXXXXXXXX

Authorized Signatory – MR XXXXXXXXXXXXXXXXXXXXXXXXXXX

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 Attachment 1

ICPO MUST BE TYPED ON BORROWER OWN OFFICIAL LETTERHEAD SHOWING FULL CORPORATE NAME, RISTRATION
NUMBER, OFFICE ADDRESS, TELEPHONE/TELEFAX NUMBERS AND E-MAIL ADDRESS AS PER BELOW INSTRUCTIONS:
ONLY BELOW DRAFT IS ACCEPTED / NO AMENDMENT ALLOWED.

DRAFT OF IRREVOCABLE CORPORATE PAY ORDER (ICPO)
ENDORSED BY AN ACCEPTABLE BORROWER’S BANK (PREVIOUSLY APPROVED BY LENDER)
ENDORSEMENT: BORROWER’S BANK Name/Title of Bank Officer(s) name and ID number [two officers]

IRREVOCABLE CORPORATE PAY ORDER (ICPO)

Date: ………….
To the lender:………… (as per corporate pre-advice of pro-forma invoice)

We hereby present our Irrevocable, Assignable, Transferable and Callable Cash Backed Bank Pay Order in your
favour, in the amount of EUR/EUR ................... for the Bank Instrument herein described. The herein listed Bank
Instrument shall be returned unencumbered via SWIFT to the Lender TEN days prior to maturity. The payment
of the herein funds represents the service fees payable to the Assignor under Transaction code …… dated ….
day of ………...

We hereby confirm that the funds are good, clean and cleared funds of non-criminal origin and are from a legal
source.

This Irrevocable Bank Pay Order is a binding fully performed due bill and is immediately callable on for Cash
payment upon receipt of the SWIFT MT 760 delivery of the Bank Instrument (specified herein) to the Client’s
Bank Account.

TYPE OF INSTRUMENT SBLC
CURRENCY EUR – UNITED STATES DOLLAR
MATURITY DATE ONE YEAR + ONE DAY
FACE VALUE EUR (MILLION EUR ONLY)

This Irrevocable, Assignable, Transferable and Callable Bank Pay Order is valid for thirty (30) international
banking days from day of , 20.. and until day of , 20..
This is an operative bank instrument and is subject to the uniform commercial code as it relates to Bank credit
instruments.

For and on behalf of the Borrower:
…………………………………

WE, BANK……, UNDER FULL RESPONSIBILITY ARE ENDORSING THE PRESENT IRREVOCABLE CONDITIONAL
PAY ORDER OF OUR CLIENT...............


Endorsed by:

………………………………………… (Bank Name and Stamp)

Name & Title Name & Title
Bank Officer ID Bank Officer ID

……………………………… ……………………………………

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 Attachment 2

DRAFT OF UNCONDITIONAL PROMISSORY NOTE

ENDORSED BY AN ACCEPTABLE BANK (APPROVED BY LENDER)
Name / Title of Bank Officer(s) ID [two officers]
(only below draft is accepted)

TOTAL SERVICE FEES AMOUNT USD/EUR…………

PAYABLE BY PROMISSORY NOTE WITH MATURITY DATE AT …… DAYS

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 Attachment 3


DRAFT OF CONDITIONAL PAYMENT
TO BE SENT BY SWIFT MT 103
(missing details as per corporate pre-advice of pro-forma invoice)

------------------------------ INSTANCE TYPE AND TRASMISSION------------------------------------

ORIGINAL RECEIVED FROM SWIFT :
PRIORITY :
MESSAGE OUTPUT REFERENCE :
CORRESPONDENT INPUT REFERENCE :

--------------------------------------------MESSAGE HEADER ------------------------------------------------
SWIFT OUTPUT : FIN 103 SINGLE CUSTOMER CREDIT TRANSFER
SENDER : (BORROWER'S BANK DETAILS)
RECEIVER : (LENDER'S BANK DETAILS)
ACCOUNT NUMBER : (LENDER'S BANKING ACCOUNT NUMBER)

-----------------------------------------------------------MESSAGE TEXT -------------------------------------------------------

20: SENDER

23B: BANK OPERATION CODE

32A: VALUE DATE/ CURRENCY / INTERBANK SETTLED AMOUNT

50A: ORDERING CUSTOMER

59A: BENEFICIARY CUSTOMER

71A: DETAILS OF CHARGES

72: WE (BORROWER'S BANK) HEREBY PRESENT OUR IRREVOCABLE, DIVISIBLE, ASSIGNABLE,
TRANSFERABLE AND CALLABLE CASH BACKED S.W.I.F.T. WIRE TRANSFER IN YOUR FAVOUR
FOR THE ACCOUNT OF (LENDER'S NAME), ON THE ACCOUNT NUMBER (LENDER'S NUMBER OF
ACCOUNT) IN THE AMOUNT OF (AMOUNT OF LEASING FEES) IMMEDIATELY WITHIN 8 BANKING
HOURS UPON RECEIPT, VERIFICATION AND AUTHENTICATION OF THE BANK INSTRUMENT AS
STATED IN THE AGREEMENT SIGNED BETWEEN (LENDER'S NAME) AND (BORROWER'S NAME)
ON ……….20… UNDER TRANSACTION CODE ………………..

WE HEREBY CONFIRM THAT THE FUNDS ARE GOOD, CLEAN AND CLEARED FUNDS OF
NON-CRIMINAL ORIGIN AND FROM LEGAL SOURCE

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 Attachment 4




DRAFT OF CONDITIONAL DOCUMENTARY CREDIT

TO BE SENT BY SWIFT MT 700

(missing details as per corporate pre-advice of pro-forma invoice)

SENDER:
BANK NAME :
ADDRESS :
SWIFT CODE :
ACC. NUMBER:
ACC. HOLDER:
MT RECEIVER BANK

27: SEQUENCE OF TOTAL
40A: TYPE OF DOCUMENTARY CREDIT IRREVOCABLE
20: DOCUMENTARY CREDIT NUMBER ……………………
31C: DATE OF ISSUE …………………...
31 D: DATE AND PLACE OF EXPIRY (BANK BRANCH)
(DATE 60 DAYS AFTER THE ISSUING DATE)
51 A: APPLICANT BANK
50: APPLICANT

59: BENEFICIARY
32B: CURRENCY CODE/AMOUNT …………………..
39B: MAXIMUM CREDIT AMOUNT ………………….
45A: DESCRIPTION OF GOODS AND SERVICE INVOICE DATED ......................... FOR LENDING/ BORROWING
SECURITIES, TRANSACTION CODE …………..

46A: DOCUMENT REQUIRED SBLC ISSUED AS PER LENNING AGREEMENT NR.
TERMS

(NO MENTION OF THE FACE VALUE)

47A: ADDITIONAL CONDITIONS THE PAYMENT WILL BE FREE AVAILABLE
UPON RECEIPT, AUTHENTICATION AND VERIFICATION
OF THE ABOVE MENTIONEDBANK INSTRUMENT

49: CONFIRMATION INSTRUCTIONS CONFIRM

72: SENDER TO RECEIVER INFORMATIONS

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 Attachment 5
Lending Manager Agreement

by and between
XXXXXXXXX.
a company incorporated under the laws of HONG KONG
acting through a Designated Office
XXXXXXXXXXXXXXX– HONG KONG
Hereinafter referred to as LENDER

And
XXXXXXXXXXXXXXXXXXXXXXX.
a company incorporated under the laws of XXXXXX
Aacting through a Designated Office
XXXXXXXXXXXXXC
Hereinafter referred to as BORROWER

And

XXXXXXXXXX
a company incorporated under the laws of U.S.A.
acting through a Designated Office
XXXXXXXXXXXXXXXXXXX
Hereinafter called "Clearing & Settlement Company – Lending Manager" (on the third part)

WHEREAS:
I. The Company requires that the expenses for the research, clearing and settlement, banking and stock
exchange operations for the first tranche requested in the lending and borrowing of securities agreement
with transaction code S21:XXXXXXXXXXX be held in the amount of EUR XXXXXXXX-- has been placed on
deposit and in furtherance of this desire wishes to use the services of The Lending Manager, in the manner
and upon the terms appearing hereinafter.
II. Lending Manager has undertaken to perform the research, clearing and settlement, banking and stock
exchange operations as aforesaid services for the Company and the Client.
III. The Company has previously submitted and forwarded to the Lending Manager all necessary application
forms duly completed, for what is now clearly understood and accepted by all parties to be an irrevocable
agreement.
IV. The Company furthermore desires to have the payment for said services rendered by the Lending Manager
remitted to the Lending Manager in the manner appearing hereinafter.
V. The Lending Manager has agreed to perform the duties in the manner appearing hereinafter referring the
bank instrument chosen by the Client in the Agreement above mentioned.

NOW, THEREFORE, it is hereby agreed by and between the parties as follows:

1. FUNDS TO BE PLACED INTO ESCROW.
All funds received from the Client for the expenses stated in the above mentioned lending and borrowing
securities agreement under transaction code SXXXXXXXXXXXX subject to this Lending Manager Agreement
on or after the date hereof shall be paid to the Lending manager to permit to cover the call option expenses to
reserve the bank instrument issued by ING BANK NV - ISIN CODE: USXXXXXXXXX - AMOUNT USD
XXXXXXXXXXX TRANCHE.

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 2. DOCUMENTS TO BE SUPPLIED TO THE LENDING MANAGER
The Client and the Company shall supply all documents and agreements between them that relate to this
agreement. It is hereby agreed and accepted by all parties that the documentation thus supplied to the Lending
Manager will form the basis of the duties of the Lending Manager.
3. DUTY OF THE LENDING MANAGER
The sole duty of the Lending Manager, other than as hereinafter specified, shall be to receive said funds and hold
then subject to release in accordance with written instructions, and the Lending Manager shall be under no duty
to make certain that the Company is complying with any requirements in tendering to the Lending Manager said
proceeds of the sale of securities.
4. RELEASE OF FUNDS
The Lending Manager shall hold all funds received subject to the terms and conditions of the lending and
borrowing agreement under transaction code SXXXXXXXXXXXXX. Upon receipt by the Lending Manager of EUR
XXXXXXXXXXXXXX-- and when the Lending Manager has collected and has on hand cash of cash items not
less than the said sum, the Lending Manager shall immediately proceed with the research, clearing and
settlement, banking and stock exchange operations, purchasing of the test tranche of the bank instrument
mentioned in the agreement, for the bank instrument issued by XXXXXXXXXX- ISIN CODE: USXXXXXXXXXXXXX
- AMOUNT USD XXXXXXXXXXXXXXX TRANCHE.

5. DURATION AND TERMINATION
This escrow shall terminate one (1) month from the date first appearing above unless extended by the consent
of the parties hereto or at the moment that the transaction will be closed.
6. INSTRUCTION TO THE LENDING MANAGER
The Lending Manager will:
1. return the sum deposited, as foreseen at art. 3 and 23., to the Client after successful performance and closing
of the lending and borrowing agreement under transaction code SXXXXXXXXXXXX.
2. retain the sum deposited to the Company if any no performance has been occurred from the Client following
the lending and borrowing agreement under transaction code SXXXXXXXXXXXXX covering the research,
clearing and settlement, banking and stock exchange operation expenses.
3. return the deposited sum if, upon receipt of the call option expenses the Lender does not issue within seven
banking days a pre advice of invoice with all details of the Bank Instrument and all other documents as
stipulated in art. 4 of the lending and borrowing agreement under transaction code SXXXXXXXXXX.
7. CONTROVERSY
If any controversy arises between the parties hereto or with any third person, the Lending Manager shall not be
required to resolve the matter or to take any action, but may await the settlement of any such controversy by
final appropriate legal proceedings, or otherwise as the Lending Manager may require, or the Lending Manager
may in its discretion, institute such appropriate interpreter or other proceedings in connection therewith as it
may deem proper, notwithstanding anything in this agreement to the contrary. In any such event, the Lending
Manager shall not be liable for interest or damages to any of the parties.
8. LENDING MANAGER LIABILITY
The Lending Manager’s obligations and duties in connection herewith are confined to those specifically
enumerated in this Agreement. The Lending Manager shall not be in any manner liable or responsible for the
sufficiency, correctness, genuineness, or validity of any instruments deposited with it or with reference to the
form of execution thereof, or the identity, authority, or rights of any person executing or depositing same, and
the Lending Manager shall not be liable for any loss that may occur by reason of forgery, false representation, or
the exercise of its discretion in any particular manner or for any other reason, except for its own negligence or
wilful misconduct. All parties hereby agree to hereby fully indemnify the Lending Manager and to hold the
Lending Manager harmless for any loss, liability, damage and/or expenses and costs incurred by the Lending
Manager while acting in the performance of his duties hereunder, provided, that such loss, liability, damage
and/or expenses and costs are not caused by purpose or negligence of the Lending Manager.

9. GOVERNING LAW
This Agreement is governed by, and shall be construed in accordance with, ENGLISH law. The Courts of London,
UK, have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes,
which may arise out of or in connection with this Agreement, and, for those purposes, each party irrevocably
submits to the jurisdiction of the court of ENGLAND AND WALES.

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 10. BINDING AGREEMENT AND SUBSTITUTION OF LENDING MANAGER
The terms and conditions of this agreement shall be binding on the heirs, executors and assigns, creditors or
transferees, or successors in interest, whether by operation of law or otherwise, of the parties hereto. If for any
reason the Lending Manager herein should be unable or unwilling to continue as such Lending Manager, then the
other parties to this agreement may substitute another person to serve as Lending Manager. Any apportionment
of fees provided for in paragraph 7 will be subject to agreement of the parties.
11. ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties hereto and shall not be modified altered
or amended in any way unless such modification, alteration or amendment shall be in writing and signed by all
parties affected thereby. The parties hereby agree to submit all written correspondence exclusively to the above
mentioned addresses. In case the address of one party shall be changed, the respective party shall notify both
other parties by electronic way no later then 14 (fourteen) days before the amendment shall become effective.

Signed on behalf of
THE LENDER : XXXXXXXXX
Date: XXXXXXXXX

Authorized Signatory – MR. XXXXXXXXXXXXXX

Signed on behalf of
The Borrower: XXXXXXXXXXX
Date: XXXXXXXXXXXXXX
Signatory – MR XXXXXXXXXXXXXXXXXXXX





Signed on behalf of
The Lending Manager: XXXXXXXXXX
Date:XXXXXXXXXXXXX

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 Attachment 6




Date: XXXXXXX


TO: XXXXXXXXXXXXXXXX


PRO FORMA INVOICE Nr: X X X X X X X X

For order and account of “Clearing & Settlement Company –
Lending Manager”, to cover call option expenses as provided
in the agreement Nr SXXXXXXXXXXXXX
TOTAL AMOUNT TO PAY EUR XXXXXXX0

(CURRENCY IN EUR REGARDLESS OF INSTRUMENT CURRENCY OR EUR AT EXCHANGE RATE USD/EUR OF TRANSFER DATE)

Please pay to below bank account :

BANK NAME : X X X X X X X X X X X X X X X
ADDRESS XXXXXXXXXXXXXXXXXXX
SWIFT CODE XXXXXXXXXXXXXXXXXX
BENEFICIARY NAME : XXXXXXXXXXXXX
BANK ACCOUNT XXXXXXXXXX
REFERENCE : X X X X X X XX X X X X

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