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TRANSACTION CODE: G4639DVY8

LESSEE’S CODE: 1006207.01.04.240127


LESSOR’S CODE: A39C71.12.62.94.GTF

LETTER OF INTENT /MOU

Date: 25/02/24

To: Whom it may Concern,

I, RAED DARWISH, holder of Passport Number Q402568. issued by JORDAN, hereby confirm with full
legal and corporate responsibility, and under penalty of perjury, that we are ready willing and able to
Lease with good, clean, clear and unencumbered funds of non-criminal origin through our banking
source, Bank Guarantees, under the terms and conditions stated herein. Normal ethical standards shall apply.

LESSEE’s FULL INFORMATION

Corporate Name: American Management And Development SPC.


Mailing Address: 1480 Souq Almal Street, P.O.Box 788, Msq 115, Muscat, Sultanate Of Oman
Country: Sultanate Of Oman
Represented by: Raed Darwish
Corporate Title: Chief Executive Officer
Citizenship: JORDANIAN
Passport No Q402568
Valid: 20 MARCH 2026

Hereinafter referred to as the ' Beneficiary', on one part, and

LESSOR’S FULL INFORMATION

Corporate Name: Haffner & partners Steuerberatungsgesellschaft mbH


Mailing Address: Seehofstr. 68 14167 BERLIN GERMANY
Country: GERMANY
Represented by: MR. PETER HAFFNER
Corporate Title: CEO
Citizenship: GERMANY
Passport No C8TF19WRO
Valid: 12/09/2029

Hereinafter referred to as the ‘Provider', on the other part, or if the Provider and the Beneficiary
collectively, then hereinafter referred to as the ‘Parties’.

LESSEE’S SIGNATURE 1/27 LESSOR’S SIGNATURE


TRANSACTION CODE: G4639DVY8
LESSEE’S CODE: 1006207.01.04.240127
LESSOR’S CODE: A39C71.12.62.94.GTF

WHEREAS, the Beneficiary desires to receive a collateral facility from the Provider, in form of SBLC 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
purchases.

WHEREAS, the Provider accepts Beneficiary’s application for the collateral facility, in form of SBLC, by
issuing and transferring to the Beneficiary all its rights on SBLC 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 BG will be backed by good, clean, cleared, and of non-criminal origin cash funds, free
and clear of all liens, encumbrances and any third party interests.

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

BANK INSTRUMENT PARTICULARS

Instruments: Fully Cash Backed/SBLC (Standard ICC format)


Age: Fresh Cut
Interest Rate: Zero Coupon
Term: One (1) year and One (1) day
Currency: Dollars
Bank Menu: Preferably BARCLAYS, HSBC or DB
Amount: Up to Dollars 30,000,000.00 (up to Dollars Thirty Million)
Invoice Price: Ten Percent (10%) Percent of the Face Value
Intermediary Fees: Two Percent (2%) of Face Value payable by Lessee
First Tranche: Dollars 30,000,000.00 (Dollars Thirty
Subsequent tranches: Million). As per agreed schedule
Delivery: Issuing Bank sends PRE-ADVICE SWIFT MT-799/Lessee’s Bank sends SWIFT MT-
799/Issuing Bank sends instrument via SWIFT MT-760.
Hard copy of Instrument will be delivered to Lessee’s Bank via Bank Bonded
courier within 7 banking days after receipt and authentication of payment.

Payment: Within 7 banking days after receipt and authentication of SWIFT


MT-760, Lessee’s Bank will release payment to Lessor’s Bank via
SWIFT MT-103 in accordance with terms and conditions in Lessee’s
SWIFT MT799 ICBPO.

LESSEE’S SIGNATURE 2/27 LESSOR’S SIGNATURE


TRANSACTION CODE: G4639DVY8
LESSEE’S CODE: 1006207.01.04.240127
LESSOR’S CODE: A39C71.12.62.94.GTF

TRANSACTION PROCEDURES

1. Lessee submits Letter of Intent (LOI) with full banking coordinates (there must be sufficient cash funds
in this account), Enlarged 140% Color 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 countersign the LOI and return it to Lessee including
details of the SBLC Issuing bank and Lessor’s Passport copy. This LOI automatically becomes a full
commercial recourse contract and will be authenticated and notarized to avoid contract breach and
Lessee will be required to pay for notary authentication cost of the contract documents here in UK.
After the authentication and notarization of the contract documents here in the UK, both parties shall
lodge the executed contract with their respective banks.
3. Within two (2) banking days, the Lessor’s Bank shall send a PRE-ADVICE SWIFT MT199 or MT-799 to
the Lessee’s Bank. (EXHIBIT A) The PRE-ADVICE shall be valid for four (4) banking days only.
4. Within the same banking day, the Lessor shall email a courtesy copy of the PRE-ADVICE SWIFT MT199
or MT-799 to the Lessee for confirmation. Within three (3) banking days after authentication of the
PRE-ADVICE SWIFT MT199 or MT-799, the Lessee’s Bank shall reply and send a SWIFT MT-799 to the
Lessor’s bank and a courtesy copy shall be sent to the Lessor’s email.

5. Within three (3) banking days, after authentication of the Lessee’s SWIFT MT-799, the Lessor’s SBLC
Issuing Bank shall send the Bank Guarantee via SWIFT MT-760 to the Lessee’s Bank (EXHIBIT B) and a
courtesy copy shall be sent to the Lessee’s email. The Lessee’s bank verifies and authenticate the SBLC
sent via SWIFT MT-760.

6. Within three (3) banking days, after authentication of the SBLC sent via SWIFT MT-760, the Lessee shall
send payment to the Lessor via SWIFT MT-103 and concurrently pay Consultants commission fees of
Two Percent (2%) of each tranche face value. Courtesy copies of the commission payments shall be
sent to the respective consultants/beneficiaries and their paymasters.

7. Within seven (7) banking days after authentication of receipt of payment to the Lessor, the Lessor’s
BG Issuing Bank shall send the hard copy of the SBLC to the Lessee’s Bank via Bank Bonded Courier.

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

9. Any unauthorized calls by any party or its representative lawyers to probe or communicate in an
improper way to bank(s) in this transaction shall be prohibited and contract terminated.

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TRANSACTION CODE: G4639DVY8
LESSEE’S CODE: 1006207.01.04.240127
LESSOR’S CODE: A39C71.12.62.94.GTF

Should Lessee default to pay the fees to the Lessor and the Intermediaries fees as agreed on this
contract within the allowed number of days on authentication of SWIFT MT-760, the Lessor shall
instruct the SBLC Issuing Bank to put a claim on the SBLC thereby forcing the Lessee’s Bank to return
the SBLC SWIFT MT-760 to the issuing Bank.

SANCTIONS FOR 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.

LESSOR ‘S BANK COORDINATES

Bank Name DEUTSCHE BANK AG


Bank Address 76133 KARLSRUHE, GERMANY
Account Holder Haffner & partners Steuerberatungsgesellschaft mbH
SWIFT Code DEUTDEDB660
Account Number DE37660700240077922300
Bank Tel +49 721 13080
Bank secured fax +0721 / 1308-397
Bank officer #1 MR.JOHANNES BRUDER
Bank officer #2 MR. NORBERT RUDOLF

LESSOR RESERVES the right to USE ANY BANK ACCOUNT TO RECEIVE HIS FEE.
(IT’S OUR BANK REGULATIONS AND PROCEDURE)

LESSEE ‘S BANKING COORDINATES

Bank Name SOHAR ISLAMIC


Bank Address Ghala Branch, P.O.Box:605, Haialmina114, Muscat, Sultanate Of Oman
Account Holder American Management And Development SPC.
SWIFT Code BSHROMRUISL
Account Number 70801002274 OMR: 001 / EURO: 002 / USD: 003
Account Signatory Name Raed Darwish
Bank Tel +96824617063
Bank Secured Fax +96826882638
Bank officer #1 IBRAHIM RASHED ALALAWI
Bank officer #2

LESSEE’S SIGNATURE 4/27 LESSOR’S SIGNATURE


TRANSACTION CODE: G4639DVY8
LESSEE’S CODE: 1006207.01.04.240127
LESSOR’S CODE: A39C71.12.62.94.GTF

LESSOR'S BANK CO-ORDINATES TO PAY FEES TO PRIVIDER/INTERMEDIARY FEES


Bank Name PAPAYA LTD
Bank Address PAPAYA LTD., 31 SLIEMA ROAD, GZIRA GZR 1637 – MALTE
Bank Officer
Secured Tel:
SWIFT Code PAPYMTMTXXX
Account Holder JEAN DRACOSU
Account Number MT02PAPY36836000002676370037287
Signatory Name JEAN DRACOSU

IRREVOCABLE FEE PROTECTION AGREEMENT


Corporate Name: Haffner & partners Steuerberatungsgesellschaft mbH
Mailing Address: Seehofstr. 68 14167 BERLIN GERMANY
Country: GERMANY
Represented by: MR. PETER HAFFNER
Corporate Title: CEO
Citizenship: GERMANY
Passport No C8TF19WRO
Valid: 12/09/2029

Irrevocably and unconditionally, without protest, demand or delay, I, Mr. RAED DARWISH
as authorized signatory and PRESIDENT American Management and Development SPC. of having Passport Q402568
issued by Jordan, 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 success
and assigns as the case may be, until this transaction, including any renewals, extensions and additions
are fully completed.

LESSEE’S SIGNATURE 5/27 LESSOR’S SIGNATURE


TRANSACTION CODE: G4639DVY8
LESSEE’S CODE: 1006207.01.04.240127
LESSOR’S CODE: A39C71.12.62.94.GTF

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 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 of each and every tranche of this Bank Guarantee transaction, including any rolls or
extensions, to be paid to the Lessor’s and Lessee’s consultants/beneficiaries only:

LESSEE’S SIGNATURE 6/27 LESSOR’S SIGNATURE


TRANSACTION CODE: G4639DVY8
LESSEE’S CODE: 1006207.01.04.240127
LESSOR’S CODE: A39C71.12.62.94.GTF

1. INTERMEDIARIES GROUP LESSEE SIDE: 2% OF TOTAL FACE VALUE

TWO PERCENT (2%) OF THE FACE VALUE OF EACH AND EVERY TRANCHE INCLUDING ALL ROLLS AND
EXTENSIONS TO BE PAID TO THE FOLLOWINGPAYMASTER

PAYMASTER
LAW FIRM ADDRESS
LAW FIRM TELEPHONE
LAW FIRM FACSIMILE
E-MAIL
BANK NAME
BANK ADDRESS
BANK TEL NUMBER
IBAN EURO N°
ACCOUNT NAME
SWIFT CODE
BENEFICIARY:

Beneficiary client approval number: .............


BANK OFFICER
BANK EMAIL
SPECIAL INSTRUCTIONS:

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CONDITIONS:

1. Parties are not allowed to contact the other party’s bank without expressed written permission.
Any party attempting to do so will lend to cancellation of this LOI/MOU.
2. The parties herein agree the non-circumvention / non-disclosure rules of all issues from ICC and
the latest edition apply to the transaction for a period of five years from the date of execution of
this agreement.

3. The terms of this agreement are binding upon the parties upon execution by both parties.

4. This agreement is subject to the relevant international laws for any fraudulent action and such
actions will be punished by law.

5. Neither party may assign of delegate its interest or duties without prior written consent of the
other party.

6. This transaction constitutes a private purchase and sale of bank instruments, conducted
between two 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 European Securities Act, the
United States Securities and Exchange Act of 1933/34, or as amended by law or any other
nation.

We hereby acknowledge and confirm that neither the collateral provider nor their associates nor any
person on their behalf solicited me in anyway whatsoever that can be construed to be as a solicitation
herein.

LESSEE’S SIGNATURE 8/27 LESSOR’S SIGNATURE


TRANSACTION CODE: G4639DVY8
LESSEE’S CODE: 1006207.01.04.240127
LESSOR’S CODE: A39C71.12.62.94.GTF

BY SIGNING THIS LOI / MOU, BOTH PARTIES 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 ACCEPTED BY THE LESSEE


SIGNED ON THE 25TH DAY OF FEBRUARY 2024 FOR AND ON BEHALF OF
American Management and Development SPC.

Signatory:
Name: Raed Darwish
Passport: Q402568
Nationality: JORDANIAN
Issue date: March 21, 2021
Expiry date: March 20, 2026
Place of Issue: JORDAN

ACCEPTED AND AGREED BY THE LESSOR


SIGNED ON THE 25TH DAY OF FEBRUARY 2024 FOR AND ON BEHALF OF
Haffner & partners Steuerberatungsgesellschaft mbH

Signatory:
Name: MR. PETER HAFFNER
Passport: C8TF19WRO
Nationality: GERMANY
Issue date: 13/09/2019
Expiry date: 12/09/2029
Place of Issue: GERMANY

LESSEE’S SIGNATURE 9/27 LESSOR’S SIGNATURE


TRANSACTION CODE: G4639DVY8
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LESSEE’S COLOUR COPY OF PASSPORT

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LESSEE’S CODE: 1006207.01.04.240127
LESSOR’S CODE: A39C71.12.62.94.GTF

LESSEE'S CIS

Corporate Information
Full Name of Institution : AMERICAN MANAGEMENT AND DEVELOPMENT SPC.
Registration Number : #1283044
Date of Registration : JANUARY 08, 2017
Domicile /Jurisdiction :
Postal Address : P.O.BOX 788, MSQ115
Registration Address : 1480 Souq Al Mal Street, Muscat, Sultanate of OMAN
Physical Address : 1480 Souq Al Mal Street, Muscat, Sultanate of OMAN
Business Telephone Number : +96898863333/+34610390557
E-mail Address : info@americanmad.com
Website : WWW.AMERICANMAD.COM
Corporate Officers and Titles : Raed Darwish
Chief Executive Officer

Details of Signatory to Contract – Corporate & Individual


Full Name (first last) : RAED DARWISH
Date and Place of Birth : AUGUST07, 1965
AMMAN, JORDAN
Nationality : JORDANIAN
Passport Number : Q402568
Date of Issue of the Passport : MARCH 21, 2021
Expiry Date of the Passport : MARCH 20, 2026
Title in the Corporation : Chief Executive Officer
Mobile Phone Number : +96898863333
Home Address : SULTANATE OF OMAN
Home Telephone Number :
E-mail Address : raed@americanmad.com

Details of the Beneficiary Bank Account – Where Instrument need to be send


Bank Name : SOHAR ISLAMIC
Bank Address : GHALA BRANCH, P.O.BOX:605, HAIALMINA114,
MUSCAT, SULTANATE OF OMAN
Bank Swift Code : BSHROMRUISL
Account Name : AMERICAN MANAGEMENT AND DEVELOPMENT SPC
Account Number : 70801002274 OMR: 001 / EURO: 002 / USD: 003
Account Signatory Name and Title : RAED DARWISH / Chief Executive Officer
Bank Officer Name and Title : IBRAHIM RASHED AL ALAWI
Bank Officer Telephone Number : +96824617063
Bank Officer E-mail Address : IBRAHIM.ALALAWI@SOHARINTERNATIONAL.COM

LESSEE’S SIGNATURE 11/27 LESSOR’S SIGNATURE


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LESSEE'S PROOF OF FUND

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LESSEE'S COMPANY REGISTRATION COPY

LESSEE’S SIGNATURE 13/27 LESSOR’S SIGNATURE


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LESSEE’S SIGNATURE 14/27 LESSOR’S SIGNATURE


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LESSEE’S SIGNATURE 15/27 LESSOR’S SIGNATURE


TRANSACTION CODE: G4639DVY8
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LESSOR’S COLOUR COPY OF PASSPORT

LESSEE’S SIGNATURE 16/27 LESSOR’S SIGNATURE


TRANSACTION CODE: G4639DVY8
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LESSOR'S COMPANY REGISTRATION COPY

LESSEE’S SIGNATURE 17/27 LESSOR’S SIGNATURE


TRANSACTION CODE: G4639DVY8
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LESSOR’S CODE: A39C71.12.62.94.GTF

LESSOR’S CIS

Corporate Information:
Full Name of Corporation Haffner & partners Steuerberatungsgesellschaft mbH
Incorporation Date June 20th, 2020
Register Nº HRB 362107
Street Address Seehofstr. 68 14167
City BERLIN
Country GERMANY
Email Address hpsmbh@Haffner & partners Steuerberatungsgesellschaft
mbH.de.com
Legal representative Information:
First Name PETER
Last Name HAFFNER
Gender Male
Date of birth 11/06/1964
Passport C8TF19WRO
Country of Citizenship GERMANY
Date of Issue 13/09/2019
Date of Expiry 12/19/2029
Issuing Authority Ministry Interior-Germany
Telephone Nº 00495878911587
Mobile Nº 00491789414841
Email Address peter.haffner@gmail.com

Bank Information:
Bank Name DEUTSCHE BANK AG
Street Address Kaiserstraße 90
City KARLSRUHE
State GERMANY
Country D
Account name Haffner & partners
Steuerberatungsgesellschaft mbH

Sort Code: 40-04-06


Account number: 0077922300
Account number IBAN DE37660700240077922300
Swift code DEUTDEDB660

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EXHIBIT A

PRE-ADVICE VIA SWIFT MT MT799


LESSEE MAY REPLACE WITH LESSEE ‘S BANK PREFERRED TEXT

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐----MESSAGE HEADER‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐---------‐‐‐-----‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
SWIFT INPUT: MT-799
SENDER: Haffner & partners Steuerberatungsgesellschaft mbH
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS: 76133 KARLSRUHE, GERMANY
SWIFT CODE: DEUTDEDB660
BANK OFFICER: JOHANNES BRUDER
AMOUNT: 30,000,000.00 $
ACCOUNT NAME: Haffner & partners Steuerberatungsgesellschaft mbH
ACCOUNT NUMBER: 0077922300
RECEIVER: AMERICAN MANAGEMENT AND DEVELOPMENT SPC
BANK NAME: SOHAR ISLAMIC BANK
BANK ADDRESS: GHALA BRANCH, P.O.BOX:605, HAIALMINA114, MUSCAT, SULTANATE OF OMAN
SWIFT CODE: BSHROMRUISL
BANK OFFICER: IBRAHIM RASHED AL ALAWI
AMOUNT: 30,000,000.00 $
ACCOUNT NAME: AMERICAN MANAGEMENT AND DEVELOPMENT SPC
ACCOUNT NUMBER: 70801002274003
IN FAVOR OF: RAED DARWISH
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐SWIFT MESSAGE TEXT‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐

ATTENTION: IBRAHIM RASHED AL ALAWI

WE DEUTSCHE BANK AG 76133 KARLSRUHE, GERMANY, HEREBY CONFIRM WITH FULL BANKING
RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER ONE (1) SBLC ICC FORMAT ON BEHALF
OF OUR CLIENT, Haffner & partners Steuerberatungsgesellschaft mbH IN THE TOTAL AMOUNT OF
30,000,000.00 $ (THIRTY MILLION DOLLARS) IN FAVOR OF AMERICAN MANAGEMENT AND
DEVELOPMENT SPC, ACCOUNT NUMBER:70801002274003 THIS SWIFT MESSAGE IS VERIFIABLE ON
NORMAL BANK-TO-BANK BASIS WITH FULL BANKING RESPONSIBILITY, UPON RECEIPT OF
CLEARANCE FROM OUR CLIENT.

THERE WILL BE NO LIENS AND ENCUMBRANCES ON THIS INSTRUMENT WHICH SHALL BE DELIVERED AND
AVAILED VIA MT760 AND EXACT BANK GUARANTEE (BG).

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THESE PRE-ADVISE IS VALID FOR FOUR (4) INTERNATIONAL BANKING DAYS ONLY AS AN OPERATIVE
INSTRUMENT, NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES ARE FOR THE ACCOUNT OF
APPLICANT.

FOR AND ON BEHALF OF SOHAR ISLAMIC BANK , GHALA BRANCH, P.O.BOX:605, HAIALMINA114, MUSCAT,
SULTANATE OF OMAN

THANKS AND REGARDS,

BANK OFFICER: JOHANNES BRUDER BANK OFFICER: NORBERT RUDOLF

EXHIBIT B
BANK GUARANTEE FORMAT SWIFT MT 760
(FINAL TEXT PER ISSUING BANK-ICC FORMAT)

DESTINATION
BANK NAME :
ADDRESS :
ACCOUNT NUMBER :
ACCOUNT NAME :
BANK OFFICER :
SWIFT CODE :
BENEFICIARY : BENEFICIARY COMPANY NAME
AMOUNT :
CURRENCY : DOLLARS
NORMAL
BANK GUARANTEE :
CURRENCY : DOLLARS
PRINCIPAL AMOUNT :
DATE OF ISSUE :
MATURITY DATE :
DATE OF EXPIRY :
BENEFICIARY : BENEFICIARY COMPANY NAME
PLACE OF ISSUE :

NARRATIVE

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FOR THE VALUE RECEIVED BY US, WE THE UNDERSIGNED………………., HEREBY OPEN OUR IRREVOCABLE,
TRANSFERABLE, ASSIGNABLE AND CONFIRMABLE BANK GUARANTEE IN FAVOUR OF........................ FOR
THE AMOUNT OF EUROS.......................... IN LAWFUL CURRENCY OF THE (ISSUING BANK COUNTRY) UPON
PRESENTATION AND SURRENDER OF THIS BANK GUARANTEE AT ANY OF OUR COUNTERS WORLDWIDE
NOT LATER THAN FIFTEEN DAYS AFTER MATURITY.

PAYMENT SHALL BE AVAILABLE BY BENEFICIARY’S FIRST WRITTEN DEMAND VIA SWIFT WIRE SYSTEM AND
THE DEMAND HEREUNDER MUST BE MARKED, DRAWN UNDER THE BANK GUARANTEE NUMBER:……..

SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND CLEAR OF ANY DEDUCTIONS, OR CHARGES, FEES
OR WITHOLDING OF ANY NATURE, NOW OR HEREINAFTER IMPOSED, LEVIED, COLLECTED, WITHELD OR
ASSESSED BY THE GOVT. OF GERMANY OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR
THEREIN.

THIS BANK GUARANTEE IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION TO US. THIS BANK
GUARANTEE IS SUBJECT TO THIS UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS
UNDER THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS FRANCE, PUBLICATION NO. 758.

WE CONFIRM THAT THE FUNDS BEHIND THIS BANK GUARANTEE NO:……HAS BEEN BLOCKED IN FAVOUR
OF ………………………

THIS IS AN OPERATIVE INSTRUMENT AND NO MAIL OR PHONE CONFIRMATION SHALL FOLLOW.

ALL CHARGES ARE FOR THE APPLICANT.

THIS CABLE IS AN OPERATIVE INSTRUMENT.

THIS LETTER OF GUARANTEE EXPIRES ON………………

FOR AND ON BEHALF OF:

BANK OFFICER NAME BANK OFFICER NAME


ISSUER BANK ISSUER BANK
DESIGNATION DESIGNATION
OFFICER CODE OFFICER CODE

LESSEE’S SIGNATURE 21/27 LESSOR’S SIGNATURE


TRANSACTION CODE: G4639DVY8
LESSEE’S CODE: 1006207.01.04.240127
LESSOR’S CODE: A39C71.12.62.94.GTF

CLIENT INFORMATION SHEET


Date:
1) Client Name (Signatory):
2) Citizenship:
3) Passport Number:
4) Passport Issue Data:
5) Federal ID Number:
6) Date of Birth:
7) Home Address:

8) Home Fax Number:


9) Home Telephone Number:
10) Cellular Phone Number:
11) DIRECT Email Address:
12) Business Name:
Business Address:

13) Registered Office:


14) Registration Number:
15) Business Fax Number:
16) Business Phone Number:
17) Email Address:
18) Bank:
19) Branch and Branch Address:
20) Bank Officer’s Name:
21) Telephone Number(s)
22) Fax Number:
23) Account Name
24) Account Number:
25) Funds available for this PLEASE SEE REFERED BANK STATEMENT
transaction in this account:
26) Account Signatory:

LESSEE’S SIGNATURE 22/27 LESSOR’S SIGNATURE


TRANSACTION CODE: G4639DVY8
LESSEE’S CODE: 1006207.01.04.240127
LESSOR’S CODE: A39C71.12.62.94.GTF

27) Total Funds available for this


transaction:
Funds available, in words:
28) Origin of funds: TRANSACTION OF TRADE
Earnings from: SAME AS ABOVE
29) Are funds free and clear? Yes
Explain as needed
30) Lawyer Name
31) Lawyers Phone:
32) Lawyers Address:
33) Accountants Name:
34) Accountants Phone:
35) Accountants Address:

In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the Federal
Banking Commission Circular of December 1998, concerning the prevention of money laundering, and
Article 305 of the Swiss Criminal Code, the following information may be supplied to banks and/or other
financial institutions for the purpose of verification of identity and activities of the investing Member, and
the nature and origin of the funds that are to be utilized. All parties have an obligation to respect
professional secrecy and to take all appropriate precautions to protect the confidentiality of the
information each holds in respect of the others’ activities. This legal obligation shall remain in full force
and effect at all times.
Company Profile: Describe the nature of the Leasing entity, Ownership, directors, company objectives in
the space below.

Attached hereto as Evidence of the Companies registration is copy of the Companies Business License and
Secretary of State Certificate of good standing
It is agreed that facsimile or electronic copies of this Client Information Sheet, or any other associated
documents to this transaction, are as valid and legal as delivered originals.

I, .................. , Hereby Swear, under penalty of perjury, the information given above is accurate and true.

SIGNED ON THE 25TH OF FEBRUARY 2024


For and on behalf of: .........................................

LESSEE’S SIGNATURE 23/27 LESSOR’S SIGNATURE


TRANSACTION CODE: G4639DVY8
LESSEE’S CODE: 1006207.01.04.240127
LESSOR’S CODE: A39C71.12.62.94.GTF

Corporate Name: American Management And Development SPC.


Mailing Address: 1480 Souq Almal Street, P.O.Box 788, Msq 115, Muscat, Sultanate Of Oman
Country: Sultanate Of Oman
Represented by: Raed Darwish
Corporate Title: Chief Executive Officer
Citizenship: JORDANIAN
Passport No Q402568
Valid: 20 MARCH 2026

Name of Authorized Signatory

Title Chief Executive Officer


Name of Lessee Raed Darwish
Passport Number Q402568
Country of Issue Jordan

NON-SOLICITATION STATEMENT

To: THE COLLATERAL PROVIDER

I, (RAED DARWISH), AS AUTHORIZED SIGNATORY, 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 BANK GUARANTEES, TO
SERVE ONLY MY INTEREST, EDUCATION 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.

LESSEE’S SIGNATURE 24/27 LESSOR’S SIGNATURE


TRANSACTION CODE: G4639DVY8
LESSEE’S CODE: 1006207.01.04.240127
LESSOR’S CODE: A39C71.12.62.94.GTF

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”.

SIGNED ON THE 25TH OF FEBRUARY 2024


FOR AND ON BEHALF OF LESSEE: American Management And Development SPC.

LESSEE’S SIGNATURE 25/27 LESSOR’S SIGNATURE


TRANSACTION CODE: G4639DVY8
LESSEE’S CODE: 1006207.01.04.240127
LESSOR’S CODE: A39C71.12.62.94.GTF

Name of Authorized Signatory

Title Chief Executive Officer


Name of Lessee Raed Darwish
Passport Number Q402568
Country of Issue Jordan

CORPORATE RESOLUTION

RE: PRIVATE LEASE OF FRESH CUT BANK GUARANTEES


THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF HAVING ITS ADDRESS [ 1480 Souq Al Mal Street, Muscat,
Sultanate of Oman] ATTENDED A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED,
NOTICED AND HELD ON 25/02/24, 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:

(RAED DARWISH), HOLDER OF (JORDAN) PASSPORT NUMBER (Q402568), SHALL BE AND IS HEREBY APPOINTED
TO SERVICE AS DIRECTOR OF FINANCE 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 BANK GUARANTEE 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 IVESTMENT 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. R A E D D A R W I S H , AS THE
PRESIDENT 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.

LESSEE’S SIGNATURE 26/27 LESSOR’S SIGNATURE


TRANSACTION CODE: G4639DVY8
LESSEE’S CODE: 1006207.01.04.240127
LESSOR’S CODE: A39C71.12.62.94.GTF

IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN
CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS 25TH DAY OF FEBRUARY 2023.

Name of Authorized Signatory

Title Chief Executive Officer


Name of Lessee Raed Darwish
Passport Number Q402568
Country of Issue Jordan

PROPOSED TRANCHE SCHEDULE

WEEK DAY TRANCHE # FACE VALUE REMARKS


1ST 1 1 $ 30,000,000 x 1 FIRST TRANCHE
2ND 2 SECOND TRANCHE
3RD 3 THIRD TRANCHE
4TH 4 FOURTH TRANCHE
5TH 5 FIFTH TRANCHE
6TH 6 SIXTH TRANCHE
7TH 7 SEVENTH TRANCHE
8TH 8 EIGHTH TRANCHE
9TH 9 NINTH TRANCHE
10TH 10 TENTH TRANCHE

A BANK GUARANTEE 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, AN D BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS
DISCRETION AND DETERMINATION, AND TO EXECUTE IVESTMEN T 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.
Raed Darwish, AS THE PRESIDENT OF THE COMPANY, SHALL BE AND IS HEREBY AUTHORIZED AND DIRECTED
TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND THE PROVIS

LESSEE’S SIGNATURE 27/27 LESSOR’S SIGNATURE

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