LESSEES LETTERHEAD

TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE :

Date: 12 May 2023

To: Provider

LETTER OF INTENT
I, xxxxxxxxxxxxx, with xxxxxxxxx passport xxxxxxxxxxx, account holder and
authorized signatory, hereby confirm with full legal and corporate responsibility, that
we are ready, willing and able to undertake for the exchange of the herein described
(“SBLC/BG”) derived from legal sources and of non-criminal origin through our
banking resources under the terms and conditions stated herein, against clean, clear,
good and of non-criminal USD/EUR.

WHEREAS, the Beneficiary desires to receive a collateral facility from Provider, in

form of SBLC/BG) for the purpose to secure working capital and proper management
of his daily business, and further confirms with full corporate and legal responsibility
that sufficient funds are available to cover the costs of the said credit facility.

WHEREAS, the Provider accepts Beneficiary’s application for the collateral facility, in
form of SBLC/BG, by issuing and transferring to the Beneficiary all its rights on
SBLC/BG title and any other interest, plus further represents and warrants that it has
the ability and resource to cause the issuance and arrange through associates,
contracts and sources, with full corporate responsibility, such financial instrument(s)
as required and as per terms mutually agreed herein. The Provider hereby declares,
under full penalty of perjury, that each SBLC/BG will be backed by good, clean,
cleared, and of non-criminal origin cash Euro funds, free and clear of all liens,
encumbrances and any third party interests.

NOW THEREFORE, the Beneficiary has agreed to receive the instrument(s) and the
Provider has agreed to issue/deliver said instruments based on the following terms
and conditions:

INSTRUMENT DESCRIPTION:
Instrument Type: SBLC/BG - CASH BACKED- ICC Format
Term: One (1) year and one (1) day (Renewable)
Age: Fresh Cut / Newly Issued
Issuing Bank: Barclays Bank or Top 25 banks.
Interest Rate: Zero percent (0%)
Price: 5+2%
Contract amount: (XXXXXX) with rolls of extensions
First Tranche: AS AGREED
Denominations: XXXX.
Consultant Fees: Lessee and Lessor Sides Share One Percent (1%) equally.
Screen: Euroclear only.
Transaction Model: Pre-Advice from Lessor’s bank first via MT799.
Delivery: MT-760 to Lessee’s bank with Hard Copy to follow in seven (7)
banking days by bank bonded courier.
Payment: By unconditional SWIFT Wire Transfer – MT103.
Beneficiary: XXXXXXXXXXX
TRANSACTION PROCEDURE:

1/22
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TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE :

1. Lessee submits Letter Of Intent (LOI) with full banking coordinates (there must be
sufficient cash funds in this account), Enlarged 140% Colour copy of Passport , Client
Information Sheet , Certificate of Incorporation (if applicable), Corporate Resolution
(if applicable), Non-Solicitation Statement, and an Irrevocable Fee Protection
Agreement .

2. After conducting due diligence, the lessor will countersigns & seal the RWA/LOI
and return it to lessee with the lessor full banking coordinates. Lessee will be required
to establish customer status with our bank by opening a business account with us
(Barclays bank) with initial/activation deposit of at least GBP £35,000 to avoid upfront
fees. Meanwhile, the lessee may decide to withdraw the deposit and close this
account at the end of this transaction or keep it for further transactions after
the first transaction is successfully completed.

3. Within two (2) banking days after the account opening process, the issuing bank
will issues a Pre-advice by MT799 to the Lessee’s designated bank for verification.

4. Within 3 banking days upon verification of the MT799 Pre-advice on bank to bank
basis, Lessee will instruct his bank to issue a Swift conditional ICBPO or
Confirmation letter to the provider’s designated bank account for first tranche.

5. Within 3 banking days upon verification of the conditional ICBPO or Confirmation

letter, the provider will instruct his issuing bank to issue and deliver the Bank
Instrument by BG/SBLC MT760 to lessee’s designated bank for verification and
authentication.

6. Within 20 banking days upon verification and authentication and validation of the
bank instrument on bank to bank basis, lessee bank will effect payment of the leasing
fees 5% and 2% agent fees by MT103.

7. Within 7 banking days after receipt of full payment of the leasing fees 5%and 2%
commission to agents, the provider’s bank will deliver the hard copy of the bank
instrument to the lessee's bank by bank bonded courier.

2/22
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TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE :

8. Should lessee fails to pay the 5% leasing fees within allowed time Stipulated in the
agreement after confirmation of BG/SBLC in lessee’s bank account, provider will
instruct the issuing bank to put a claim on the bank instrument thereby forcing the
lessee's bank to return the bank instrument BG/SBLC to the issuing bank.

SANCTIONS (NON PERFORMANCE)

After this contract is signed by both Lessor and Lessee, and copies exchanged
electronically or otherwise by a delivery service, failure to follow the closing
procedure in time and form herein is considered breach of this contract and puts the
failing party in default position to pay a onetime penalty fee of 1% of the first tranche
of the contract to the suffering Party.

All subsequent tranches will be based on the same procedures until collateral or
funds become exhausted.

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 contact
act is breach 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

LESSORS BANKING CO-ORDINATES:

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

LESSEES BANKING COORDINATE:

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

OTHER CONDITIONS:

3/22
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 LESSEES LETTERHEAD
TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE :

This Agreement is a FULL RECOURSE COMMERCIAL COMMITMENT governed

by the laws of the jurisdictions in which both/all the parties reside and standards
under ICC Regulations.

The FORCE MAJEURE exception clause of the International Chamber of Commerce

(I.C.C. Publication #421) and NON-CIRCUMVENTION AND NON-ELUSION &
WORKING AGREEMENT, is hereby incorporated in and made an integral part of this
document.

All THE parties hereby affirm and attest that each has the authority to accept and
execute this full legal contract and to be bound by its terms and condition.

This transaction constitutes SBLC/BG Credit Facility of a Bank instrument, conducted

between Two (2) Principal entities to be defined by contract and as such, is not
intended to be nor shall be interpreted as a securities transaction as defined by the
U.S. Securities Act of 1933/1934 or as amended by law or any other nation.

BY SIGNING THIS LOI, ALL THE PARTIES, SBLC/BG ISSUER BANK, LESSEE BANK,
LESSEE AND LESSOR AGREE UNDER THE LAWS AND TRADING GUIDELINES SET
FORTH BY THE ICC THAT THEY ARE READY WILLING AND ABLE TO COMPLETE THIS
TRANSACTION UNDER THE TERMS AND CONDITIONS STATED WITHIN THIS LETTER
OF INTENT.

AGREED AND SIGN THIS DATE 12 May 2023 FOR AND ON BEHALF OF
LESSEE

<SEAL>
___________________________
NAME:
TITLE: DIRECTOR
PASSPORT NO.:
DATE OF ISSUE:
DATE OF EXPIRATION:
NATIONALITY:

AGREED AND ACCEPTED BY THE LESSOR THIS DAY 12 May 2023:

<SEAL>
___________________________
NAME:
TITLE:
PASSPORT NO:
PLACE OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRATION:
NATIONALITY:
Exhibit A
FORMAT OF PRE-ADVICE
4/22
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TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE :

via MT799

-----------------------Instance Type and Transmission-----------------------

Notification (Transmission) of Original sent to SWIFT (ACK)
Network Delivery Status : Network ACK
Priority : Normal
Message Input Reference : XXXXXXXXXXXXXXXXXXXXXX
-------------------------------Message Header-------------------------------
Swift Input : FIN 799 Free Format Message
Sender : XXXXXXXX
XXXXXXXX
XXX XX
Receiver : XXXXXXXX
XXXXXXXX
XXX XX
--------------------------------Message Text--------------------------------
20：Transaction Reference Number
XXXXXXXXXXXXXXXXXXXX
21： Related Reference
XXXXXXXXXXXXXXXXXXXX
79： Narrative
DEAR SIR/MADAM,
.
PLEASE ADVICE THIS SWIFT IMMEDIATELY TO YOUR CLIENT, XXXXXXXXXXXX
LIMITED WITH ACCT NO. XXXXXXXXX IN YOUR BANK (“YOUR CLIENT”).
.
WE, XXXXXXXXXXXX BANK AT XXXXXXXXXXXXXXXXXXXXXX, WITH FULL
BANKING RESPONSIBILITY, HEREBY CONFIRM THAT WE ARE READY, WILLING
AND ABLE TO ISSUE AND DELIVER OUR BANK GUARANTEE VIA SWIFT MT760 IN
FAVOR OF YOUR CLIENT, XXXXXXXXXXXXXXX WITH ACCT. NO. XXXXXXXX, AS
BENEFICIARY, WITH A VALIDITY OF ONE (1) YEAR AND ONE (1) DAY SINCE
DATE OF ISSUE, IN THE FACE AMOUNT OF €XXXXXXXXXX (AMOUNT IN
WORDS).
.
WE HEREBY CONFIRM THE BANK GUARANTEE IS CASH-BACKED AND IS
TRANSFERABLE, ASSIGNABLE AND UNCONDITIONALLY CALLABLE UPON
MATURITY BY OUR BANK. TEXT OF THE BANK GUARANTEE SHALL BE AS
BELOW:
.
<QUOTE
BANK GUARANTEE NO.: XXXXXXXXXXXX
ISSUING BANK: XXXXXXXX
ADDRESS: XXXXXXXXXXXXXXXXXX
SWIFT CODE: XXXXXXXX
BANK OFFICER: XXXXXXXX
APPLICANT: XXXXXXXXXXXXXXXXXX
DATE OF ISSUE: XXXXXX
DATE OF MATURITY: XXXXXX
CURRENCY: EUROPEAN UNION CURRENCY
FACE AMOUNT: XXXXXXXXXXXXXX
.
RECEIVING BANK: XXXXXXXXXXXXXXXXXX
ADDRESS: XXXXXXXXXXXXXXXXXX
SWIFT CODE: XXXXXXXX
BANK OFFICER: XXXXXXXX
BENEFICIARY: XXXXXXXXXXXXXXXXXX
.

5/22
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 LESSEES LETTERHEAD
TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE :

FOR VALUE RECEIVED, WE, (NAME & ADDRESS OF ISSUING BANK), HEREBY
IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST AND
NOTIFICATION, PROMISE TO PAY AGAINST THIS BANK GUARANTEE TO THE
ORDER OF (NAME OF BENEFICIARY), THE BEARER OR HOLDER THEREOF, AT
MATURITY THE SUM OF €XXXXXXXXXXX (AMOUNT IN WORDS) IN THE LAWFUL
CURRENCY OF EUROPEAN UNION, UPON SURRENDER AND PRESENTATION
OF THIS BANK GUARANTEE AT OUR OFFICE AT (ADDRESS OF ISSUING BANK).
.
SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND FREE AND CLEAR OF
ANY DEDUCTION OR CHARGE, FEE OR WITHOLDING OF ANY NATURE
PRESENTLY OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED, WITHELD OR
ASSESSED BY THE GOVERNMENT OF (ISSUING COUNTRY) OR ANY POLITICAL
SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.
.
THIS BANK GUARANTEE IS FREELY TRANSFERABLE, ASSIGNABLE AND
DIVISIBLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT THE PAYMENT
OF ANY TRANSFER FEE OR CHARGE.
.
THIS BANK GUARANTEE IS SUBJECT TO THE UNIFORM RULES FOR DEMAND
GUARANTEE AS SET FORTH BY THE INTERNATIONAL CHAMBER OF
COMMERCE, PARIS, FRANCE, ICC PUBLICATION NO. 758, 2010 REVISION.
.
THIS BANK GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF (ISSUING COUNTRY).
.
ALL BANKING CHARGES ARE FOR THE ACCOUNT OF APPLICANT.
.
THIS IS AN OPERATIVE INSTRUMENT AND NO FURTHER MAIL CONFIRMATION
WILL FOLLOW.

UNQUOTE>>
.
FOR AND ON BEHALF OF
(NAME AND ADDRESS OF ISSUING BANK) 
COMPUTERIZED SIGNATURE OF AUTHORIZED BANK OFFICER #1
COMPUTERIZED SIGNATURE OF AUTHORIZED BANK OFFICER #2

-------------------------------Message Trailer-------------------------------

Exhibit B
BANK CONFIRMATION LETTER

6/22
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TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE :

via MT 199
(From Lessee’s Funding Bank to Lessor’s SBLC/BG Issuing Bank)

Ref no.:
Transaction Code:
Date:
To:
Attention:

Re: BANK GUARANTEE TRANSACTION

Dear Sirs,

At the request of our client, Messrs (NAME OF LESSEE’S COMPANY), we, (NAME
OF LESSEE’S FUNDING BANK), located at (Bank Address), hereby confirm that
(NAME OF LESSEE’S COMPANY) is ready to receive and fund the SBLC/BG in total
face value €XXX, 000,000.00 (XXXXX Billion Euros Only) to be issued by (NAME OF
ISSUING BANK) in tranches.

We also confirm that after we have received your MT-799 PRE-ADVICE, we will
issue MT-103/23 (or via MT760/799) ICBPO to your bank.

For and on behalf of (NAME OF LESSEE’S FUNDING BANK), (Bank Address)

Authorized Bank Officer 1# Authorized Bank Officer 2#

<Name, Title, Pin Code> <Name, Title, Pin Code>

Exhibit C
TEXT FORMAT OF SWIFT ICBPO
via MT103/23 or MT799, MT760

7/22
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TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE :

-----------------------Instance Type and Transmission-----------------------

Notification (Transmission) of Original sent to SWIFT (ACK)
Network Delivery Status : Network ACK
Priority : Normal
Message Input Reference : XXXXXXXXXXXXXXXXXXXXXX
-------------------------------Message Header-------------------------------
Swift Input : FIN 799 Free Format Message
Sender : XXXXXXXX
XXXXXXXX
XXX XX
Receiver : XXXXXXXX
XXXXXXXX
--------------------------------Message Text--------------------------------
20： Transaction Reference Number
XXXXXXXXXXXXXXXXXXXX
21： Related Reference
XXXXXXXXXXXXXXXXXXXX
79： Narrative
WE, XXXXXXXXXXXX BANK AT XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX, ACTING ON
BEHALF OF XXXXXXXXXXXXXXXXXX WITH ACCT. NO. XXXXXXXXXXXXXX IN OUR BANK
(“OUR CLIENT”), WITH FULL BANKING RESPONSIBILITY, HEREBY PRESENT THIS
IRREVOCABLE AND CONDITIONAL PAYMENT UNDERTAKING IN THE AMOUNT OF
€XXXXXXXXX (SAY XXXXXXXXXXX EURO ONLY) IN YOUR FAVOR FOR THE ACCOUNT OF
YOUR CLIENT, XXXXXXXXXXXXXXXXXX LTD. WITH ACCOUNT NO. XXXXXXXXXXX IN
YOUR BANK.
.
SUCH PAYMENT SHALL BE MADE BY OUR BANK VIA SWIFT MT103 INTO YOUR CLIENT’S
ACCT, WITHIN FIVE (5) BANKING DAYS, ONLY UPON OUR RECEIPT, SATISFACTORY
VERIFICATION AND AUTHENTICATION OF THE BANK GUARANTEE WITH BRIEFING
INFORMATION AS SPECIFIED BELOW:
BANK GUARANTEE NO.: XXXXXXXXX
ISSUING BANK: XXXXXXXXX
ADDRESS: XXXXXXXXXXXXXX
DATE OF ISSUE: XXXXXX
DATE OF MATURITY: XXXXXX
CURRENCY: EUROPEAN UNION CURRENCY
FACE AMOUNT: XXXXXXXXX
APPLICANT: XXXXXXXXXXXXXXXXX
BENEFICIARY: XXXXXXXXXXXXXXXXXXX
.
IN THE EVENT THE ABOVE BANK GUARANTEE IS NOT DELIVERED TO OUR BANK IN
FAVOR OF OUR CLIENT VIA SWIFT MT760 WITHIN TEN (10) BANKING DAYS SINCE THE
ISSUING DATE OF THIS SWIFT AND/OR CAN NOT BE SUCCESSFULLY SWIFT VERIFIED
AND AUTHNETICATED BY OUR BANK, THIS PAYMENT ORDER SHALL BE TERMINATED
AND AUTOMATICALLY BECOME VOID AND NULL WITHOUT PRIOR NOTIFICATION TO
YOUR BANK.
FOR AND ON BEHALF OF
(BANK NAME)
COMPUTERIZED SIGNATURE OF AUTHORIZED BANK OFFICER #1
COMPUTERIZED SIGNATURE OF AUTHORIZED BANK OFFICER #2

-------------------------------Message Trailer----------------------------
Exhibit D
SBLC/BG VERBIAGE
via SWIFT MT760

8/22
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TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE :

SBLC/BG NO.: XXXXXXXXXXXX

ISSUING BANK: XXXXXXXX
ADDRESS: XXXXXXXXXXXXXXXXXX
SWIFT CODE: XXXXXXXX
BANK OFFICER: XXXXXXXX
APPLICANT: XXXXXXXXXXXXXXXXXX
DATE OF ISSUE: XXXXXX
DATE OF MATURITY: XXXXXX
CURRENCY: EUROPEAN UNION CURRENCY
FACE AMOUNT: €XXXXXXXXXXX
.
RECEIVING BANK: XXXXXXXXXXXXXXXXXX
ADDRESS: XXXXXXXXXXXXXXXXXX
SWIFT CODE: XXXXXXXX
BANK OFFICER: XXXXXXXX
BENEFICIARY: XXXXXXXXXXXXXXXXXX
.
FOR VALUE RECEIVED, WE, (NAME & ADDRESS OF ISSUING BANK), HEREBY
IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST AND NOTIFICATION,
PROMISE TO PAY AGAINST THIS BANK GUARANTEE TO THE ORDER OF (NAME OF
BENEFICIARY), THE BEARER OR HOLDER THEREOF, AT MATURITY THE SUM OF
€XXXXXXXX.00 (AMOUNT IN WORDS) IN THE LAWFUL CURRENCY OF EUROPEAN
UNION, UPON SURRENDER AND PRESENTATION OF THIS BANK GUARANTEE AT OUR
OFFICE AT (ADDRESS OF ISSUING BANK), BUT NOT LATER THAN 15 (FIFTEEN) DAYS
AFTER MATURITY DATE OF THIS SBLC/BG.
.
SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND FREE AND CLEAR OF ANY
DEDUCTION OR CHARGE, FEE OR WITHOLDING OF ANY NATURE PRESENTLY OR IN
THE FUTURE IMPOSED, LEVIED, COLLECTED, WITHELD OR ASSESSED BY THE
GOVERNMENT OF (ISSUING COUNTRY) OR ANY POLITICAL SUBDIVISION OR
AUTHORITY THEREOF OR THEREIN.
.
THIS SBLC/BG IS FREELY TRANSFERABLE, ASSIGNABLE AND DIVISIBLE WITHOUT
PRESENTATION OF IT TO US AND WITHOUT THE PAYMENT OF ANY TRANSFER FEE
OR CHARGE.
.
THIS SBLC/BG IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEE AS
SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE, ICC
PUBLICATION NO. 758, 2010 REVISION.
.
THIS SBLC/BG SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF (ISSUING COUNTRY).
.
ALL BANKING CHARGES ARE FOR THE ACCOUNT OF APPLICANT.
.
THIS IS AN OPERATIVE INSTRUMENT AND NO FURTHER MAIL CONFIRMATION WILL
FOLLOW.
.
FOR AND ON BEHALF OF
(NAME AND ADDRESS OF ISSUING BANK) 
AUTHORIZED BANK OFFICER #1
AUTHORIZED BANK OFFICER #2

9/22
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TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE :

LESSEE’S SIGNATORY PASSPORT COPY

LESSEE’S CORP REGISTRATION COPY

10/22
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TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE :

LESSOR’S SIGNATORY PASPORT COPY

11/22
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TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE :

CLIENT’S INFORMATION SHEET

In accordance with Articles two (2) through five (5) of the Due Diligence
Convention and the Federal Marketing Commission Circular of December 1998,
concerning the prevention of money laundering, the following information may be

12/22
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TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE :

supplied to Banks and/or other Federal Institutions for purposes of verification.

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

2. Represented for this transaction by:

Nationality
Passport Number
Date of Issue
Date of Expiration
Date of Birth
Place of Birth
Address
Telephone No.
Mobile No.
Email Address

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

4 Lessee’s Banking:
Name of Bank
Bank Address

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

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

6 Brief Description of Corporate Activities:

Investment management
13/22
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TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE :

Declaration: I hereby swear under penalty of perjury, that the information

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

Signed this 12 May 2023

………………………
Signatory Name:
Title: Director
Passport No.:
Country:
Date of Issue:
Date of Expiration:

BOARD RESOLUTION
THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF XXXXXX HAVING IT’S
CONTACT ADDRESS AT NO.XXXXXXX (HEREINAFTER REFERRED TO AS THE
“COMPANY”) HAVING A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND
REGULARLY CALLED, NOTICED AND HELD ON 12 MAY 2023, AT THE COMPANY’S
ABOVE REFERENCED CONTACT ADDRESS AT WHICH THERE WAS PRESENT A
QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE
UNANIMOUSLY ADOPTED, TO WIT:

14/22
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TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE :

RESOLVED: THAT XXXXXXXXX, HOLDER OF XXXXXXX PASSPORT NUMBER

XXXXXXXXX, DIRECTOR AND AUTHORIZED SIGNATORY FOR AND ON BEHALF OF
THE COMPANY, WAS FULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE SOLE
REPRESENTATIVE OF THE COMPANY TO EXECUTE ALL NECESSARY DOCUMENTS
ON BEHALF OF THE COMPANY IN CONNECTION WITH BANK INSTRUMENTS
TRANSACTIONS AND TO EFFECT THE OPENING AND OPERATION OF BANK
ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE COMPANY AT ANY
BANK(S) HE SHALL SELECT, AND BE A SIGNATORY THEREON, TO ACCEPT AND
DISBURSE FUNDS THERE FROM, AT HIS DISCRETION AND DETERMINATION, AND TO
EXECUTE CONTRACTS WITH HIS SELECTED SOURCES AND BANKS THEREIN, AT HIS
DISCRETION, FOR AND IN THE BEST INTEREST OF THE COMPANY.

FURTHER RESOLVED: THAT MR. XXXXXXXXX, DIRECTOR OF THE COMPANY, BE

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

IT IS FURTHER CERTIFIED THAT THIS CORPORATE RESOLUTION’S FAX OR

PHOTOCOPIES SHALL BE OF EQUAL VALUE TO THEIR ORIGINAL AND SHALL BE
ACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES, EVERYWHERE.

IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE

COMPANY IN CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS
DAY OF 12 May 2023.

SIGNED BY THE CHAIRMAN OF BOARD:

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

15/22
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TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’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
LESSOR AND LESSEE, A BANK ENDORSED CORPORATE PAY ORDER WILL BE
ISSSUED TO THE PAYMASTER OF EACH GROUP, FOLLOWED BY A SWIFT WIRE
TRANSFER TO THE PAYMASTER’S ACCOUNT, WHEN PAYMENT FOR THE BANK
INSTRUMENT IS COMPLETED. AN EXECUTED FACSIMILE OR EMAIL COPY SHALL BE
DEEMED TO BE AS AN ORIGINAL.

Executed this day 12 May 2023 by LESSEE

<SEAL>
________________________
For and on behalf of Lessee
Name:
Title: DIRECTOR
Passport No.:
Nationality:

16/22
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TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE :

NON-SOLICITATION LETTER
I, Lessee name, title, with Passport #, , do hereby confirm that I have requested of
you and your associates, specific confidential information and documentation
regarding a currently available Private Placement Program to serve for our interest,
purposes and understanding only, and not for further distribution. We are hereby
agreeing to keep all information received by you as STRICLY CONFIDENTIAL AND
PROPRIETARY.

I hereby declare that I am fully aware that the information presented by you is not in
any way considered or intended to be solicitation of funds of any sort, or any type of
offering, but is intended for general knowledge and educational purposes only. I
affirm that I have requested information from you and your associates of my own
choice and free will, and further that you have not solicited me in any way.

I understand that the completed transaction is strictly one of private placement, and
that it is in no way relying upon or relating to the United States Securities Act of 1933
or related regulations, and it does not involve the sale of registered securities.

Further, I hereby declare that I am not a licensed broker or government employee. I

have mutually agreed that this private placement transaction is exempt from the
Securities Act, and is not intended for the general public, and all matters are for
PRIVATE USE ONLY Agreed and Accepted by the LESSEE:

This day xxxxx12 May 2023.

<SEAL>
___________________________
For and on behalf of Lessee
Name:
Title: DIRECTOR
Passport No.:
Nationality:

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FEE PROTECTION AGREEMENT

INSTRUMENT DESCRIPTION:
Instrument Type: SBLC/BG - CASH BACKED- ICC Format
Term: One (1) year and one (1) day (Renewable)
Age: Fresh Cut / Newly Issued
Issuing Bank: HSBC London or Top 25 banks.
Interest Rate: Zero percent (0%)
Price: 5+2%
Contract amount: (XXXXXX) with rolls of extensions
First Tranche: AS AGREED
Denominations: XXXX.
Consultant Fees: Lessee and Lessor Sides Share One Percent (1%) equally.
Screen: Euroclear only.
Transaction Model: Pre-Advice from Lessor’s bank first via MT799.
Delivery: MT-760 to Lessee’s bank with Hard Copy to follow in seven (5)
banking days by bank bonded courier.
Payment: By unconditional SWIFT Wire Transfer – MT103.
Beneficiary: XXXXXXXXXXX

Irrevocably and unconditionally, without protest, demand or delay, promise and

guarantee to pay consultancy fees of two Percent (2%) of the face value of the
instruments, for the benefit of the consultants being hereinafter called collectively the
“beneficiaries” and individually a “Beneficiary”.
 
The said consultancy fee shall be paid upon the successful closing of each and every
tranche concurrently with each payment of the instruments purchased by us. Further,
the said consultancy fees shall be paid in good, clean clear and unencumbered
Euros/Dollars and delivered, via wire transfer, to your designated trust/bank account
coordinates.
 
This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee
Agreement-Pay Order” shall endure to the benefit of the beneficiaries and their
respective heirs, administrators, successors and assigns, as the case may be, and
shall be binding and enforceable upon us, our successors and assigns as the case
may be, until this transaction, including any renewals, extensions and additions are
fully completed.
 
This Fee Agreement-Pay Order, if transmitted by facsimile or electronic mail shall be
considered an original, legally enforceable document.
 
Generally recognized International Standards of Non Circumvention and Non-
disclosure are applicable for a period of Five Years from the date of this document or
the last date of the contract including any renewals, extensions and additions are
fully completed and we agree to respect those.
 
We hereby declare that we are fully aware that the information received from you is
in direct response to our request and is not in any way considered or intended to be a
solicitation of funds of any sort, or any type of offering, and is intended for our

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

Irrevocable Fee Protection / Irrevocable Pay order for Consultant Fees of Two
Percent (2%) of the face value from each and every tranche of this transaction,
including any rolls or extensions, to be paid to Lessee’s broker only:

LESSOR’S SIDE COMMISSION: 1% OF FULL FACE VALUE, INCLUDING ROLLS

AND EXTENSIONS, TO BE SPLIT AND PAID TO THE FOLLOWING
PAYMASTERS:

PAYMASTER #S-1: TO RECEIVE XX% OF THE 1%

Paymaster Name
Paymaster Address
Passport Number
Paymaster Telephone
Paymaster Fax
Paymaster Email
Bank Name
Bank Address
Bank Officer
Bank Telephone
Bank Fax
SWIFT Code
ABA Routing
Account Name
Account Number (IBAN)
Beneficiary
Special Instructions
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

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SENT TO US.” FOR SAME DAY SETTLEMENT.

Special Instructions
Same Day Transfer and Immediate Credit -
CURRENCY: Euro or US Dollars. All Wire transfers shall
incorporate below Text Message and a copy of Bank
Wire Transfer slip shall be emailed to: for
legal verification and documentation pursuant to Patriot
Act/Banking regulations with One Original Contract copy
to be filed with Bank

LESSEE’S SIDE COMMISSION: 1% OF FULL FACE VALUE, INCLUDING ROLLS

AND EXTENSIONS, TO BE SPLIT AND PAID TO THE FOLLOWING
PAYMASTERS:

Paymaster Name
Paymaster Address
Paymaster Telephone
Paymaster Fax
Paymaster Email
Bank Name
Bank Address
Bank Officer
Bank Telephone
Bank Fax
SWIFT Code
ABA Routing
Account Name
Account Number (IBAN)
Beneficiary
Special Instructions SEND PRE-ADVICE PRIOR ON SENDING CASH
FUNDS TO LEGITIMATE BENIFICIARIES AND
PAYMASTER FOR NOTIFICATION PURPOSES.
Required Instructions Text Message:   The S.W.I.F.T. or Clear Stream text
message covering all remittances shall clearly state the
following: “THE REMITTER IS KNOWN TO US. THIS
IS DONE WITH FULL BANKING RESPONSIBILITY
AND WE ARE SATISFIED AS TO THE SOURCE OF
FUNDS SENT TO US.” FOR SAME DAY
SETTLEMENT.
Special Instructions Same Day Transfer and Immediate Credit -
CURRENCY: Euro or US Dollars. All Wire transfers
shall incorporate below Text Message and a copy of
Bank Wire Transfer slip shall be emailed to: XXXXXXX
for legal verification and documentation pursuant to
Patriot Act/Banking regulations with One Original
Contract copy to be filed with Bank

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

This irrevocable profit participation agreement becomes unconditional, assignable,

and divisible upon the successful initiation of the transaction referenced above.

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

This agreement becomes effective with the execution of the purchase

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

The applicable non-circumvention/non-disclosure conditions of the ICC 500 rules and

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

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

Bank:
Address:
S.W.I.F.T.:
Account Name:
Account No.:
Acct. Signatory Name:
Bank Officer:
Bank Officer Tel:
Bank Officer Fax:

It is understood that all parties herein involved are considered to be bound by

international standard of non-circumvention/non-disclosure as governed by the
international chamber of commerce, and if subject to litigation, to the laws of the
involved countries.

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Parties to this agreement are independent contractors and all contemplated

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

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

The receipt of this document constitutes acknowledgement on the part of recipients

hereof that the transactions herein are not to be in violation of existing regulations
and laws and all parties herein are bound to obey and be in compliance with all
regulations and laws as related to the transactions herein.

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

ISSUED BY THE LESSEE

<SEAL>
_____________________________ Date: 12 May 2023
Name:
Title:
Passport No.:
Country:
Issue Date:
Expiry Date:

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