letter of intent/agreement - overblogdata.over-blog-kiwi.com/0/73/86/84/201311/ob_27c0fdc3b... ·...

TRANSACTION CODE :BUYERS CODE : SELLERS CODE :

LETTER OF INTENT/DEED OFAGREEMENT (LOI/DOA)Date : To : SBLC ProviderAtt : CEOVia : Provider MandateVia : Buyer’s Mandate

I,xxxxxxx, holder of Passport No. xxxxxxx, authorized signatory as Managing Director of xxxxxxxxxxx (hereinafter referred as “The Buyer”) hereby confirm with full legal responsibility, under penalty of perjury of law that we are ready, willing and able to purchase the following bank instruments, under the conditions described below with good, clean clear unencumbered funds of non-criminal origin.

Bank Instruments Particulars:

Instruments: BANK GUARANTEE ICC500/600Currency: Euro (€)Bank Menu: Deutsche, Barclay, HSBC LondonAge: One (1) year and One (1) DayInterest Rate : Zero Percent (0%)Contract Amount: 500,000,000.00 € (Five Hundred Million Euros) with R&ETranches: 500,000,000.00 € (Five Hundred Million Euros)Denomination: As to be agreedInvoice Price: 43% (Forty Five Percent) of Bank Guarantee full face value include 2% (Two Percent) Consultant Fee Consultant Fee: 2% (Two Percent) of face value SBLC paid by Buyer Transaction Mode: Proforma Invoice/MT799 (POF) /MT760/MT103 Payment: SWIFT MT799 /MT103Delivery: MT760 / BG Hard Copy by Bank Courier

Closing Procedures for the Transaction:1. The Buyer submits this LOI with full Banking Coordinates, Corporate Profile (Client’s Information Sheet), Non Solicitation Letter, Board of Directors’ Resolution, Master Fee Protection Agreement and a clear large color copy of the Buyer Signatory’s passport.

2. The Seller signs this LOI providing Seller’s full Banking Coordinates and returns it to the Buyer within Five (5) working days . The LOI upon being signed by the seller and returned by the Seller to the Buyer shall then become a formal legally binding Contract between both parties. Both parties shall lodge the LOI and IMFPA with their respective Banks within two (2) international banking days and the Seller issue Corporate Invoice and send it to the Buyer by email ( Appendix 5)

3. Within two (2) international banking days of the Buyer receive Corporate Invoice from the Seller, , The Buyer’s bank issues POF via SWIFT MT799 with total amount of forty five percent (45%) of BG/SBLC’s face value to Seller’s designated bank as ( Appendix 6)

Buyer’s Initials: Seller’s Initials: of 25


4. Upon verification and authentication of POF SWIFT MT799, within two (2) international banking days the Seller’s bank sends the Bank Guarantee (BG) to Buyer’s designated bank via SWIFT MT-760 as (Appendix 7) .

5. Upon verification and authentication of Bank Guarantee (BG) SWIFT MT760, the Buyer’s bank shall release payment by SWIFT MT103 unconditional to Seller’s designated bank , including commission to the respective consultants according to the Irrevocable Master Fee Protection Agreement (IMFPA Appendix 11).

6. The hard copy of the Bank Gurantee (BG) is delivered to the Buyer’s bank within seven (7) banking days by bank-bonded courier.

7. Subsequent tranches will be based on the same procedures until collateral is exhausted.

8 Any unauthorized calls by any party or its representative lawyers to probes or communication of the party’s bank(s) shall be prohibited without expressed written permission.

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BUYER’S BANKING CO-ORDINATES FOR RECEIVING MT760 BG & SENDING MT 799 POF & MT103

Bank:

Address:

Account Name:

Account No.:

Acct. Signatory Name:

Bank Officer:

Bank Officer Telephone:

Bank Officer Facsimile:

S.W.I.F.T.: Bank Officer E-Mail

SELLER’S BANKING CO-ORDINATES TO ISSUE MT760 BG :Bank:

Address: Account Name: Account No.:




Bank Officer:

Bank Officer Telephone: Bank Officer Facsimile:

S.W.I.F.T.: Bank Officer E-Mail

IMPORTANT NOTE: SELLER RESERVES THE RIGHT TO USE ANY BANK ACCOUNT TO RECEIVE BANK CHARGES OR HIS FEE.

The name of the Beneficiary to appear on the face of the BG is : xxxxxxxxx

Neither Party may assign or transfer this Agreement without express written consent of the Parties.

SELLER’S BANKING CO-ORDINATES TO RECEIVE POF MT799&PAYMENT(MT103):

Bank: Address:Account Name:Account No.:Acct. Signatory Name:Bank Officer:Bank Officer Telephone:Bank Officer Facsimile:S.W.I.F.T.:Bank Officer E-Mail

GENERAL PROVISIONS & CONDITIONS :

The Buyer and the Seller do hereby agree and mutually acknowledge to each other as follows:

1. Parties are not allowed to contact the other Party’s bank without express written permission. Any Party attempting to do so will lead to cancellation of this Agreement and invoke the penalties described in Paragraph 16, below. For greater clarity, any telephone calls, facsimile or other prohibited forms of communication shall cause the immediate cancellation of this transaction and incur a liability for dam-ages on the part of the breaching Party.

2. Each Party warrants and represents that it has full power and authority to enter into this Agreement and to perform the transaction as per the terms stated herein.



3. The Parties agree that the Non-Circumvention / Non-Disclosure rules of all issues from the (Interna -tional Chamber of Commerce) ICC up to and including the latest edition apply and shall remain effec -tive for a period of five years from the date of execution of this Agreement. All information contained herein including banking information and codes are privileged information and represent the sole prop-erty of the Party from which they originate.

4. The terms of this Agreement are binding upon the Parties whose signatures appear herein. The Parties to this Agreement and their respective employees, agents, associates/affiliates, transferees, assignees or designees agree to be bound by the Non-Circumvention / Non Disclosure and Force Majeure provisions of the ICC as mentioned in Paragraph 3 above.

5. This Agreement is subject to the domestic laws of any country properly having jurisdiction over the subject-matter of this Agreement. The Parties agree that they will strive to resolve all disputes amica-bly. All disputes arising out of or in connection with the present Agreement that cannot be resolved am-icably shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce in Paris, France, by one or more arbitrators appointed in accordance with the said Rules. The language of Arbitration shall be English and the governing law shall be the law of England. The arbitration award shall be considered as final and shall be binding upon both Parties. The arbitration fee shall be paid by the losing Party.

6. Neither Party may assign, transfer or delegate its interest or duties without prior written consent of the other Party. No modification, amendment or supplement of this Agreement shall be binding unless it is in writing and signed by both the Buyer and the Seller.

7. If any provision of this Agreement shall be or become prohibited or invalid under any applicable law, rule or regulation, then such provision shall be deemed ineffective to the extent of such prohibition or invalidity only, without thereby invalidating any of the remaining terms or provisions of this Agree-ment.

8. Neither Party hereto is making any representation regarding the tax consequences, if any, of the transac-tions envisaged herein. It is understood that the Buyer and the Seller individually accept responsibility and liability for any/all taxes, imposts, levies, duties or charges that may be applicable in the execution of their respective roles and the discharge of this Agreement.

9. The Buyer and the Seller shall be responsible only for those commissions/fees that they have respec -tively agreed, in writing, to pay.

10. Each Party shall indemnify and hold harmless the other Party against any and all claims, demands, dam-ages or expenses of any nature arising out of the execution or implementation of this Agreement for a period beginning with the execution of this Agreement and ending three (3) years after the date of the completion of all acts contemplated in this Agreement.

11. The Parties hereby agree that the Parties have entered into this private transaction at their sole discretion and no one Party has solicited the other Party in any way neither it can be considered as the solicitation of funds. This transaction is strictly of a private nature between the private Parties which is being de-fined by this private Agreement. This transaction does not and shall not be interpreted as the sale of se -curities as defined by the Securities Act of 1933/34 of the United States of America as amended and/or



any other laws of any other nation related to the securities transaction. This transaction/Agreement is exempted from the Securities Act and would not be required to be registered with any authority or with any government body department.

12. This Agreement embodies the entire understanding of the Parties hereto. There are no other Agreement, understandings, representations or warranties, whether written or oral, in effect between the Parties. The Parties acknowledge that this Agreement is the sole governing document between the Parties. The Par-ties agree that this Agreement supersedes any and all prior correspondence, Agreements or drafts, which shall be null and void and of no further force and effect.

13. Should any of the Parties, Agreement has been signed, fail to perform or act in a manner forbidden by this Agreement, the failing Party shall indemnify the other Party for an amount equal to 2% of the face value of the SBLC’s that are the object of the transaction. One half of the said two percent (2%) shall be paid to the aggrieved Principal and the balance proportionally distributed to all Intermediaries as per IMFPA , The Intermediaries shall also have the right to independently make a legal claim if the ag-grieved Principal does not make a claim in any court of jurisdiction against the Party failing to perform.

14. All terms, condition and closing procedures of this Agreement shall be binding upon and inure to the benefit of the Parties hereto, and their respective heirs, legal representative, successor and assigns.

15. These documents may be signed in counterparts, which when taken together shall constitute an original. This document may also be transmitted by facsimile or email and shall be deemed as original for the purposes of enforceability. The Parties declare that they have read this entire Agreement and have clearly understood the same to its fullest.

16. As mentioned in the Procedures above, should the Buyer default to pay the purchase price to the Seller and the consultants’ commission fees as agreed upon confirmation of SBLC MT760 in the Buyer’s bank account, Seller will instruct the issuing bank to put a claim on the SBLC thereby obliging the Buyer’s Bank to return the SBLC MT760 to the issuing Bank.

17. We hereby acknowledge and confirm that neither the Collateral Provider nor their associates, nor any person on their behalf solicited me in any way whatsoever that can be construed to be a solicitation herein. We hereby confirm with full authority that the above terms are agreed and acceptable.

18. The following Appendixes form are an integral part of this Agreement

Appendix 1 : Tranche Schedule Appendix 2 : Client Information Sheet (CIS)Appendix 3 : Buyer’s Corporate ResolutionAppendix 4 : Non-Solicitation StatementAppendix 5 : Proforma InvoiceAppendix 6 : POF MT799Appendix 7 : BG verbiage (Format ICC….) via SWIFT MT760Appendix 8 : Buyer’s Copy PassportAppendix 9 : Buyer’s Company Registration



Appendix 10: Seller’s Copy PassportAppendix 11: Irrevocable Master Fee Protection Agreement Sign by Buyer

Appendix 12: Buyer’s Bank Endorsement

We “xxxxxxxxxxxx “ (the Buyer) hereby acknowledge and confirm that neither the Seller nor their asso-ciates, nor any person on their behalf solicited us in any way whatsoever that can be construed to be Solici -tation under the law.

We hereby confirm with full authority that the above terms are agreed and acceptable.

In witness whereof, the Parties hereto subscribe their signatures this xxxxx Day of xxxxxx 2013 and by doing so hereby affirm and aver that each Party understands, agrees and accepts all the terms and conditions contained herein affix their signatures below and initials upon all XXX pages of this Agreement.


Signed this agreement on this XXXX, XXXX, 2013 For and on behalf of Buyer: xxxxxxxxxxxxxxINFORMATION PROVIDED BY ME HEREIN IS ACCURATE AND TRUE. SIGNED AND SEALED

_________________________ Name : Designation : Passport No : Issue Date :



Expiry Date : Signing Date : Nationality : Phone No. : Mobile No. : Fax No. : E-mail :

For and on behalf of Seller:

Name : Designation : Passport No. : Issue Date : Expiry Date : Signing Date : Nationality : Phone No. : - Mobile No. : - Fax No. : - E-mail :

“Appendix 1 : Tranche Schedule”

Tranches BG Quantity BG Face Value Total Face Value of BG’s

First Tranche ONE (1) BG

Five Hundred Million Euro (€500,000,000.00)

Five Hundred Million Euro (€500,000,000.00)

Total Amount of Agreement Five Hundred Million Euro (€500,000,000.00)


“Appendix 2 : Client Information Sheet (CIS)”



In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the Federal Marketing Commission Circular of December 1998, concerning the prevention of money laundering, the following information may be supplied to banks and/or other Federal Institutions for purposes of verification.

1) Buyer’s Company Name :

Business Address :

Register Office :

Business Registration No. :

Telephone No. :

Facsimile No. :

E-Mail Address :

Skype Id :

2) Represented By :

Nationality : Passport No. :

Date if Issue : Date of Expiration :

Date & Place of Birth :

Address : Telephone/Fax and Mobile # :

E-Mail Address :

3) Bank Detail

Name of Bank: :

Bank Address: :

Bank Account Name : Bank Account Number :

Bank SWIFT CODE :

ROUTING No./IBAN : -

Bank Officer Name & Title

Officer Tel/Fax No. :

Bank Officer E-Mali

4) Funds Information

Origin : Are Funds clean and Clear? : Brief Corporate Activities :



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 origins of funds are in compliance with Anti-Money-Laundering Poli-cies as set forth by the Financial Action task Force (FATF) 6/01.

Signature:

______________________________ Authorized Signature Name : Title : Passport No. : Country : Issue Date : Expiry Date :

“Appendix 3 : Board of Director’s Resolution”

RESOLUTION OF THE BOARD OF DIRECTORSCOMPANYMinutes of the meeting of the Board of Directors, held on Saturday, 06 May 2023 Articles of Incorporation of the CompanyA special meeting of the Board of Directors of xxxxxxxxx (hereinafter referred to as “Corporation”) was duly held in accordance with the Articles of Association/By Laws of the Corporation.Present at the meeting were the following Directors:

Director and Chairman xxxxxxxxxxActing as General Manager xxxxxxxx

The meeting of the Directors undertook the following Corporate Resolution, which has been recorded in the Minute of the Book of the Corporation.It was unanimously resolved to utilize funds/assets in deposit at (name of the Bank) for an investment opportunity.Additionally it was unanimously resolved, that xxxxxx, Director of the Corporation since xxx/xxx/20xx and authorized signatory of the funds/assets on deposit, is authorized to use corporate bank accounts, to enter into instrument and fee agreements as necessary, to make selections as to which investment will suit best



the placement of these funds/assets so as to assure the anticipated financial returns and to receive and distribute all profits from the investment.The necessary authority and powers required to undertake these tasks and responsibilities are hereby granted to:

Name : xxxx Passport No. : xxxxxCountry of Origin : xxxxxxx

It is therefore, unanimously resolved that the appointed officer and director shall have the authority to negotiate all details and sign the final contract with the officer representing the investment and bank officers.

There being no further business, the meeting was declared adjourned, and in witness thereof, the directors signed below on the date first written above.

Signed and sealed this xxxx, xxxx .2013Director and Chairman of xxxxxxx

(Signature) (Seal)

__________________________________ Authorized Signature Name : Title : Passport No. : Country : Issue Date : Expiry Date :

Signed and sealed this xxxx, xxxxxx .2013



“Appendix 4 : Non-Solicitation Statement”To : BG Provider Co.Att : CEOVia : PROVIDER MANDATEVia : BUYER’S MANDATE

I, xxxxxxxx . as authorized signatory, do hereby confirm that I have requested of you and your organiza-tion, specific confidential information and documentation on behalf of myself regarding currently available funds exchange against bank instruments, to serve only my interest, education and not for further distribu-tion.

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 for my general knowledge only. I hereby affirm under penalty of perjury, that I have requested this information from you and your organization of my choice 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 Se-cret Service, IRS, FBI, CIA, SEC, Banking Commission, or any agency whose purpose is to gather infor-mation regarding such offering.

I understand that the contemplated transaction is strictly exchanging funds against bank instruments and is no way relying upon, or relating to the United States security act of 1933, as amended or related regulations, and does not involve the sale of securities. Further, I hereby declare that you, the provider, have disclosed that you are not a licensed security trader, attorney, bank officer, certified public accountant or financial planner.

Any information, work or service conducted hereunder is that of a private individual and that this is a trans-action that is exempt from securities act and not intended for the general public, but “just for my private use only”

For and on behalf of xxxxxxx



“Appendix 5 : Proforma Invoice”

The ..th .................................. 2013 INVOICE ...................................Transaction code.........................Sellers Code .............................................. ……………………………………….. E mail……………………………We ……………………… issue hereby our Invoice for the delivery of fresh cut Bank Guarantee With the following characteristicInstruments: BANK GUARANTEE ICC 500/600Currency: Euro (€)Bank Menu: Deutsche, Barclay, HSBC LondonAge: One (1) year and One (1) DayInterest Rate : Zero Percent (0%)Contract Amount: 500,000,000.00 € (Five Hundred Million Euros) with R&ETranches: 500,000,000.00 € (Five Hundred Million Euros)Denomination: As to be agreedInvoice Price: 43% (Forty Five Percent) of Bank Guarantee’s full face value include 2% (Two Percent ) Consultant Fee Consultant Fee: 2% (Two Percent) of face value BG, paid by the buyer Transaction Mode: Proforma Invoice/MT799 (POF) /MT760/MT103 Payment: SWIFT MT799 (POF)/MT103Delivery: MT760 / BG Hard Copy by Bank Courier

Payable via SWIFT MT 103 Receiving bank BANK NAME……………………….ADDRESS:…………………………………SWIFT CODE ………………………….ACCOUNT NAME ………………………………….IBAN …………………………………….Bank officer Mr. …………………………………………

Upon reception of the SWIFT MT 799 (POF) for delivery We ……………………………....will deliver between 5 (Five ) banking days the instrument And the final invoice, the selling price will be paid by direct wire transfer MT103 and the instrument simultaneously delivered to the buyer via MT 760 hard copy follow between 7 banking days

Signed this …____________2013The President Accepted …………………. By the Buyer

Appendix 6 SWIFT TEXT VERIBAGE –MT799 (POF)Buyer’s Initials: Seller’s Initials: of 25


SWIFT MT799 RESERVED FUNDS VERBIAGE ---------------------------- Message Header -----------------------------Swift Output : MT799 MESSAGE IN FORMAT Sender Bank :Bank Address :Swift Code : Bank Officer: :Our Client: :Client Account No: :

Receiving Bank :Bank Name: Address : SWIFT CODE: Account number: Account name: Bank Officer: DID: + Transaction Reference: [REF NUMBER]Account Identification:Date: [DATE OF ISSUE]

WE, BANK OF XXXXXXXXXXX, REPRESENTED BY THE UNDERSIGNED OFFICERS, HERBY CONFIRM, WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR ACCOUNT HOLDER : XXXXXXXXXXX ACCOUNT NUMBER:XXXXXX ,CASH FUNDS IN THE AMOUNT OF XXX MILLION UNITED STATES DOLLARS (US $XX,000,000.00 ) IN THE ACCOUNT NUMBER: XXXXXXXXXXXXXX AS OF THE DATE OF THIS TRANSMIS-SION.

WE FURTHER CONFIRM THAT THESE FUNDS ARE GOOD, CLEAN, CLEARED UNITED STATES DOLLARS OF NON-CRIMINAL ORIGIN AND ARE FROM LEGAL SOURCES.

WE CONFIRM THAT THESE FUNDS ARE VERIFIABLE AND CONFIRMABLE ON A BANK-TO-BANK BASIS.THIS FUND IS BLOCKED IN FAVOUR OF BENEFICIARY (** **) ACCOUNT NO. (** **) FOR NINETY (90) DAYS AND VALID FOR FROM XX DAY OF , 2013 AND UNTIL THE XX DAY OF ....... 2014 1700HRS LONDON IN UK TIME.THIS IS AN OPERATIVE BANK INSTRUMENT, FULLY TRANSFERABLE, DIVISIBLE, AS-SIGNABLE, IRREVOCABLE AND IS SUBJECT TO THE UNIFORM COMMERCIAL CODE IT RELATES TO BANK CREDIT INSTRUENTS.

THIS BANK INSTRUMENT IS SUBJECT TO THE UNIFORM CODE AS IT RELATES TO BANK CREDIT INSTRUMENTS. DATE RECORDED: XX, ........, 2013

TRANSACTION REFERENCE: XXXXXXXX



BANK OFFICER NAME, TITLE, PIN CODE(1) BANK OFFICER NAME, TITLE, PIN CODE (2)Bank Seal/Stamp

“Appendix 7 Bank Gurantee Verbiage (ICC 500/600 Format )”to be sent in an MT 760 format, or via "Authenticated Swift")

RECEIVER’S BANK DETAILS: BANK NAME ; BANK ADDRESS : BANK ACCOUNT NAME : BANK SWIFT CODE ; BANK ACCOUNT NO : BANK OFFICER:

SENDER’S BANK DETAILS:BG DETAILS:Bank Guarantee No :Currency :Date of Issue :Date of Maturity :Place of Issue :Beneficiary :

BY ORDER OF ………………..AND FOR THE ACCOUNT OF …………(“THE BORROWER”) AND IN CONDERATION OF YOU HAVING GRANTED AND/OR AGREEING AT OUR REQUEST TO GRANT AND/OR CONTINUE TO GRANT TO THE BORROWER FROM TIME TO TIME BANKING FACILITIES AND/OR ANY OTHER BANKING ACCOMODATION WHATSOEVER (INCLUDING THE GRANTING OF ANY TIME FOR PAYMENT) (“THE FACILITIES”) IN SUCH MANNER AND TO SUCH AN EXTENT AND SO LONG AS YOU MAY DEEM FIT, WE HEREBY ESTABLISH OUR IRREVOCABLE BANK GURANTEE NO: ………. IN FAVOUR OF YOURSELVES, YOUR ASSIGNS AND YOUR SUCCESSURS – IN LAW FOR A AMOUNT OF EURO 500,000,000.00 (EURO FIVE HUNDRED MILLION ONLY) (“THE LIMITED SUM”)

THIS BANK GUARANTEE IS EFFECTIVE FROM ………. AND EXPIRES ON ……..IN MALAYSIA (“THE EXPIRY DATE”).

THIS BANK GUARANTEE IS AVAILABLE UPON YOUR DEMAND VIA AUTHENTICATED TELETRANMISSION CERTIFYING THAT THE SUMS OR SUMS DUE REPRESENTS THE UNPAID INDEBTDNESS DUE TO YOU BY THE BORROWER UNDER AND ARISING OUT OF THE FACILITIES GRANTED TO THE BORROWER BY YOU. PROVIDED THAT THE TOTAL AGRREGATE SUM PAYABLE HEREUNDER DOES NOT EXCEED THE LIMITED SUM.

WE HEREBY UNDERTAKE THAT IMMEDIATELY UPON RECEIPT OF YOUR DEMAND BY AUTHENTICATED TELETRANSMISSION.



AS AFORESAID ON OR BEFORE THE EXPIRY DATE, WE WILL PAY TO YOU IN IMMEDIATELY PAYABLE FUNDS SUCH AMOUNT(S) AS DEMANDED AND CERTIFIED BY YOU AND IN THE MANNER INSTRUCTED BY YOU.

THIS SWIFT IS THE OPERATIVE INSTRUMENT AND NO MAIL CONFIRMATION WILL FOLLOW.

THIS IRREVOCABLE BANK GUARANTEE IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, 2007 REVISION, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO 600 AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDENCE WITH LAW OF MALAYSIA. IN THE EVENT OF ANY INCONSISTENCY THE LAW OF MALAYSIA SHALL PREVIAL. WE HEREBY IRREVOCABLY SUBMITTED THE NON EXCLUSIVE JURISDICTION OF THE COURT OF MALAYSIA.UNQUOTE

PLEASE CONFIRM, VIA SWIFT THAT YOU ARE READY TO RECEIVE THE BANK GUARANTEE AND FUND THE BANK GUARANTEE. YOURS FAITHFULLY, FOR AND ON BEHALF OF DEUTSCHE BANK AG

………………………. …………………………………Authorized Signature: Authorized Signature:Name: Name:Title: Title:Code: (*if applicable) Code: (*if applicable)


“ Appendix 8 : Buyer’s Passport Copy in Color ”



Signed for and on behalf of BuyerName: , Title: Director and Chairman, Date: XXXX.XXXXX.2013

“Appendix 9 : Buyer’s Company Registration C ertificate in …. Pages”



“Appendix 10 : Seller’s Passport Copy in Color ”

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“Appendix 11: Irrevocable Master Fee Protection Agreement (IMFPA)”

Buyer as Master Paymaster of for 2% for Seller side and Buyer Side Consultants

Bank Instruments Particulars:Instruments: BANK GUARANTEE ICC 500/600Currency: Euro (€)Bank Menu: Deutsche , Barclay, HSBC LondonAge: One (1) year and One (1) DayInterest Rate : Zero Percent (0%)Contract Amount: 500,000,000.00 € (Five Hundred Million Euros) with R&ETranches: 500,000,000.00 € (Five Hundred Million Euros)Denomination: As to be agreedInvoice Price: 43% (Forty Five Percent ) of Bank Guarantee’s full face value include 2% (Two Percent ) Consultant Fee Consultant Fee: 2% (Two Percent) of face value BG paid by the buyer.Transaction Mode: Proforma Invoice/MT799 BCL/Pre-Advice/ICBPO /MT760/MT103 Payment: SWIFT MT799 ICBPO /MT103Delivery: MT760 / BG Hard Copy by Bank Courier

Note: Buyer as Master Paymaster of 1% CommissionBuyer’s Initials: Seller’s Initials: of 25

Seal:Name : Passport # : Nationality : Date of Issue: Date of Expiry:


I , XXXXXX the Authorized signatory of XXXXX with correspondence office at XXXXXXXXX, do hereby irrevocably guarantee with full corporate responsibility and authority and, under penalty of applica-ble perjury laws, do agree to act as master paymaster to pay this Irrevocable Master Fee Protection Agreement and Irrevocable Corporate Payment Order (hereafter called IMFPA) which is an integral part of the corresponding Agreement bearing the Buyer's Code: XXXXXXX & Transaction code …………………………..

I affirm and attest that the Beneficiaries herein named have duly performed their duties as intermediaries. I undertake and warrant to pay to the Beneficiaries described herein fees amounting to a total of One Percent (1%) of the face value of each and every tranche of Bank Instruments (BG’s) transacted and delivered as part of this Agreement. I further confirm that the Fees stated are compensation for services which have been rendered to satisfaction and are, irretrievable and unconditionally guaranteed to be paid simultaneously as, I, the Buyer, pay for each tranche.

This IMFPA shall be governed by and construed and interpreted in accordance with the Rules and Regula-tions of the International Chamber of Commerce (ICC), Paris, France, the Courts of which shall be the fo-rum for any and all disputes arising out of or in connection herewith.

All Non Circumvention/Non Disclosure clauses as prescribed by ICC rules (Latest Edition) shall apply to this Agreement and shall also be applied to all transactions between this Buyer and Seller and shall survive for a period of five years from the date of last execution of an Agreement between the Parties.

This IMFPA is irrevocable, divisible, and unconditional, and may be assigned only by the Beneficiaries named herein.

This IMFPA may be executed in one or more counterparts, each one shall be deemed an original and all to-gether shall constitute one and the same document. A signed Fax or electronically transmitted copy of this document shall be deemed binding on the “Parties” with power as the signed original.

This IMFPA is valid upon commencement of the above-referenced transaction and shall remain valid and enforceable for the full term of the transaction, including any new agreement between the Buyer and the Seller and/or their assigns.

The Payer/Buyer shall make all payments using the Payer’s bank of Record through which the Agreement is concluded. The Payer shall instruct his Bank and ensure compliance by the Bank to provide each Payee with written confirmation of the Payment Order lodged with Payer’s bank together with acknowledgement of their acceptance to honor the Payment Order(s) automatically. The Beneficiaries reserve the right to change bank coordinates stated herein at any time, upon reasonable advance notice, by providing written notice to the Buyer. Likewise, the Buyer reserves the right to change the bank coordinates stated herein at any time by providing sufficient advance written notice to the beneficiaries. . If the Paying Bank is changed, the Payer/Buyer agrees to instruct the new Paying Bank to issue a new payment order to each Payee with the same terms and conditions as explicitly stated herein. The Payer/Buyer irrevocably agrees that the Agents do not assume any responsibility for the above named transactions and cannot be held liable for any reason associated with the transactions, except for breach of Non-Circumvention and Non- Disclosure obligations.The Payer/Buyer agrees that if he attempts to circumvent, bypass, alter or change this Agreement (or the spirit of this agreement) by changing or causing to be changed or having knowledge of any



changes to the transaction numbers in this agreement, or otherwise, to wilfully and knowingly avoid paying the Fees owed to the Beneficiaries, any one of the Beneficiaries may serve the Buyer and the Seller with a breach of contract notice and Cease & Desist Order, upon receiving which all subsequent transactions must be halted until the claim is resolved.

If any of the events in the above paragraph occur, the Payer/Buyer understands and agrees that he will be excluded from conducting business with the Seller at any time in the future.

The Payer/Buyer also agrees to pay restitution to the beneficiaries listed above in the full amount that would have been paid if an avoidance of payment, circumvention, alteration, or change of the transaction (or code) numbers, or otherwise, had not occurred.

The Fees paid shall be free of any legal impediment and free of any deductions except that normal and reasonable bank transfer fees may be deducted and routine banking delays are permissible, for this and all subsequent transactions with this Seller.

The Payer/Buyer and each Beneficiary (Intermediary) shall have no further responsibility or liability to each other or to any third party, other than as set forth in this contract.This Agreement constitutes the full and complete agreement among the Parties on the matter of Fees and Fee Protection.Time is of the essence. Waiver or delay accepted by any Payee in any one instance shall not be construed as waiver or abandonment of any of its rights under this Agreement or of waiver by any other Payee.In the event that the transaction was not performed or only performed in part, the Agents shall not hold the undersigned Payer responsible for any expenses, charges and/or cost, or hold the Payer liable for any civil and criminal actions provided the Seller/Payer was not responsible for the non-performance. The unperformed part of this Irrevocable Master Fee Protection Agreement will therefore automatically become null and void.Upon execution of the Final Contract between the Buyer and the Seller and prior to, or simultaneously with the first transaction, I, the Payer/Buyer guarantee that this IMFPA and Contract will be lodged with our Bank of Record.

The Buyer and/or his Bank shall provide the Beneficiaries, by e-mails or by tele fax, with copies of the SWIFT/bank wire transfer related to all payment instructions upon the closing of each and every tranche.

Total Fees shall be paid to the following Beneficiaries:

Fees Recipient Percentage Due Beneficiary

Sell-Side One Percent (1%) of BG Face Value

Fees Recipient Percentage Due Beneficiary

Buyer-Side #1 One Percent (1%) of BG Face Value



A)Seller’s Side #1 Total Fees –One Percent (1%) of the face value of each and every tranche of the transaction as follows with R&E:

Commission One Percent (1%) of the face value of each and every tranche of the transaction with R&E. Closed

Paymaster Name

Beneficiary Name

Pass No.

Issue Date

Expire Date

Nationality

Beneficiary Tel /Fax No.

Email Address

Signature

Bank Name

Bank Address

Account Holder Name


Account No. (Euro)

Bank Officer Name

Bank Tel / Fax No.

Bank Officer Email

SWIFT Code

IBAN # NONE

Required Message

TEXT MESSAGE: THE S.W.I.F.T. OR CLEAR STREAM TEXT MESSAGE COVERING ALL REMITTANCES SHALL CLEARLY STATE THE FOLLOWING: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS - TRANSACTION CODE:XXXX FOR SAME DAY TRANSFER AND IMMEDIATE CREDIT - THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US - THIS IS DONE WITH FULL BANKING RESPONSIBILITY.”

Special Wire Instruc-

tions:

ALL WIRE TRANSFERS SHALL INCORPORATE BELOW TEXT MESSAGE AND SENDING BANK TO SWIFT MT103 PRE-ADVICE REQUIRED WITH COPY EMAILED TO FOR LEGAL VERIFICA-TION AND DOCUMENTATION PURSUANT TO PATRIOT ACT/BANKING REGULATIONS WITH ONE ORIGINAL AGREEMENT COPY TO BE FILED WITH BANK



<<<<<THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK>>>>

A) Buyer’s Side #1 Total Fees – One Percent (1%) of the BG face value of each and every tranche of the transaction as follows with R&E:



Commission One Percent (1%) of the BG face value of each and every tranche of the trans-action with R&E . Closed

Paymaster Name

Beneficiary Name Pass No.

Issue Date

Driving Licence No#

Nationality

Beneficiary Tel / Fax No.

Email Address

Signature

Bank Name

Bank Address

Account Holder Name


Account No. (Euro)

Bank Officer Name

Bank Tel /Fax No.

Bank Officer Email

SWIFT Code

Required Message

TEXT MESSAGE: THE S.W.I.F.T. OR CLEAR STREAM TEXT MESSAGE COVERING ALL REMITTANCES SHALL CLEARLY STATE THE FOLLOWING: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS - TRANSACTION CODE:XXXX FOR SAME DAY TRANSFER AND IMMEDIATE CREDIT - THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US - THIS IS DONE WITH FULL BANKING RESPONSIBILITY.”

Special Wire Instructions:ALL WIRE TRANSFERS SHALL INCORPORATE BELOW TEXT MESSAGE AND SENDING BANK TO SWIFT MT103 PRE-ADVICE REQUIRED WITH COPY EMAILED TO FOR LEGAL VERIFICATION AND DOCUMENTATION PURSUANT TO PATRIOT ACT/BANKING REGULA-TIONS WITH ONE ORIGINAL AGREEMENT COPY TO BE FILED WITH BANK

The Parties acknowledge and agree that this contract does not constitute the creation of a taxable entity or of any

Partnership. Each of the Parties shall be individually responsible for making required filing, including tax returns, with

the respective government entities in which they are or may be respectively domiciled and/or obligated to pay any

taxes, impounds or levies which may be assessed for any of them respectively. The Parties hereby agree to indemnify

and hold each other harmless from any and all liabilities, damages, claims, judgments and causes arising out of and

related to such taxation or obligations, payments and responsibilities or equivalent which result in a reduction of the

amounts to be received as fees. The Parties shall have no further responsibility or liability to each other or to any third

party, other than as set forth in this contract.



This agreement shall be binding, individually or collectively, upon and for the benefit of the Parties, the beneficiaries

and their respective successors and assigns for their mutual advantage or goodwill. In the event of death of any of the

Parties or beneficiaries (Intermediaries), the surviving Parties and beneficiaries agree that the beneficiaries of the

deceased Party shall receive any and all proceeds of this Agreement that would have been earned by the deceased

Party under the same terms and conditions as if the Party were not deceased.

In the event that the transaction was not performed or only performed in part, the

paymasters or beneficiaries listed above shall not hold the undersigned Payer responsible for

any expenses, charges and/or cost, or hold the Payer liable for any civil and criminal actions

provided the Buyer/Payer was not responsible for the non-performance. The unperformed

part of this Irrevocable Master Fee Protection Agreement will therefore automatically

become null and void.

Agreed and Accepted by the BUYER/PAYOR: For and on behalf of xxxxxxxxxxx

_________________________ Name : Designation : Passport No : Issue Date : Expiry Date : Signing Date : Nationality : Phone No. : Mobile No. : Fax No. : E-mail :



“Appendix 12 : BUYER’S BANK ENDORSEMENT”

WE, xxxxxxxxxx, BANK. ON BEHALF OF xxxxxxxxx, HEREBY ACKNOWLEDGE AND ACCEPT RECEIPT OF THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) ON THIS _______2013, WHICH SHALL BE HANDLED IN ACCORDANCE WITH THE INSTRUCTIONS STIPULATED ABOVE.

Bank Officer: Bank Officer:

Bank Title: Bank Title:

Bank Name: Bank Name:


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