monetise & finance compressed

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Monetise & Finance Please read all of the section carefully that relates to you. We do not expect you to read all of it We get the same questions on a regular basis and have done our best to cover most of them here. Most if not all questions are answered here. We know it's very long but it covers most things. Please READ it rather than just emailing us a question.

We work on a minimum of $ 10 M

If you have NO money and no guarantee we will NOT be able to fund your project. If you have a property that will be the security, we suggest that you discuss with a

mortgage advisor.

We are NOT Angel Investors


Content Content 2 Who we Are 3 Funding 4 Projects 5 Lease 6 Investment 6 Guarantee 7 Equity 8 Commissions 9 Insurance 10 NDA 11 Project Information 12 Project Details 13 Budget Availability, Due Diligence & Tax 14 Angel Tips 1 15 Angel Tips 2 16 Maybe Useful 1 17 Maybe Useful 2 18 Maybe Useful 3 19 Buying a BG 20 Mistakes Buying a BG 24 BG Customs Scam 25 Monetisation (we spell it this way because we're English) of BG Process 27 Monetisation Process 29 Monetisation 30 General - BG etc 32 Process General - BG etc 34 Bank Monetisation Process 36 Buying LTNs & Hertitage funds 37 Trade Programmes 38 Dead BG Process 39 SKR Process 40 SG Process - General 41 SG Process 42 Monetising Land 43 Funders offering Deals 44 Business Terms for Large Loans 1 (Upfront payment) - Funder Y 45 Business Terms for Large Loans 2 (Upfront payment) - Funder A 51 MOU (Needs to be completed for ALL Loans) 53 Writing an Executive Summary 62 Executive Summary Mistakes 65 Disclaimers 66 Phone +34 666 367 068 / Skype viridiandw / Contact David Woodroof


Who we are We are essentially as lease brokerage who also dabbles in other areas. Our core business is providing funding for customers. We operate under different company names depending on which company has a better interest in your business, location, asset and type of deal, as well contacts in different banks etc. We will make clear our company name on application and NDA. Each of companies is a UK based Private Limited Company with branches in Spain and the UK and associates in other countries such as the US etc. We have grown mainly by referrals and recommendations and now undertake work globally. With an internationally diversified client base and comprehensive products, via banks and financial institutions, we are continually in search for greater value for our clients, offering competitive rates and variable terms to suit your businesses needs, based upon a suitable bank instrument. If helpful, on request, we will furnish you with a NDA (Non Disclosure Agreement). We tend to be operational most times of the day, but tend to keep to US East Coast time although we are actually based in Western Europe. If you want references we suggest that you talk to one of our ex-colleagues from the linked-in history from Siemens, Fortis or BNP banks. They will know us although to differing degrees. Please remember we use different people such as brokers, monetisers, other consultants. Please be aware of their local time at all times.


Funding We are an International Funding Organization with a background in banking and business finance, our extensive knowledge and expertise will assist in finding the right funding for your requirements. In normal circumstances we deal with recognised banks or sometimes with other brokers in your relevant country. We can avoid other brokers if asked, but no one can cover the whole world in any depth and we may depend on local brokers to assist us. Please note that the use of brokers is normal and some banks (such as RBS & SFS and others etc) will not deal with people unless they are introduced via a broker. Through associate companies and Banks, we have the capacity to assist clients raise finance for their businesses as well as, secure grant / non-repayable capital for the right business need. We are willing to arrange the loan to you or offer security to your bank in the form of cash, bank notes or bank guarantees of up to 100%+. Depends on the finder - see the relevant section " Business Terms for Large Loans". Please note we do not fund equipment until it's been accepted by the customer unless otherwise arranged (ie Project Finance etc). Ie The customer must finance the equipment until the customer has accepted the assets. There is no maximum amount of loan. 100% financing is available. Funding can be used for project start-ups and the expansion of collateralized projects such as those that are real estate agriculture, industrial funding or any other sectors that needs funding related. We cannot fund Military or quasi Military projects We will not work on a project that is not at least $ 10 M in volume although we may (with your permission) pass you onto a relevant funder or broker but we make no promises. Bottom-line, unless you have some form of security normally in the form of a business that has a written and (normally) audited economic history, an asset or some other form of security it's tough to find an investor. We MAY be able to assist but to be honest it's pretty unlikely if you have no money and just an idea. We are NOT angel investors

We never charge upfront fees (unless you want some consultancy) although some of the funders do. Bank charges are not our concern.

There are no fees or costs due prior to funding and there are no up-fronts required, nor are there appraisals, insurance or DD fees in most Programs. The Borrower simply has his/her own legal and accounting costs.

Our success-fee is due in its entirety at the time of funding, or if paid in tranches, on the day each and every tranche is paid, until completely paid off.

Any referring Broker or intermediary should have his/her own referral fee agreement in place with the Borrower prior to submitting the project to us or MAY join us on our MOU (see the relevant section).


Projects We get many, many project coming through. We cannot be expected to draw out the data from your PDF, Power-point or Word documents. The initial questions are easy for each deal you want financed we need to know 1. How much you need in USD or Euro or GBP 2. Why and where you need it (Project overview) 3. What security (balance sheet / guarantee) that you can offer to the bank Do not say the asset you are acquiring, banks values assets very differently in a default situation. If it's real estate, then please just get a mortgage if you can, if you can't the real estate is not acceptable as security to the bank. All values used for security must be verifiable that means you will need official valuations. - Yes these cost money but without them you will NOT get funded. No we don't want a conference call with you until we have the three answers above. In most cases customers fail point 3. If you do then the rest of the project fails (sorry). We can still in many cases, either still fund or try to find someone who can,, but we make no promises. You will then need an Angel Investor - which we are NOT. If we know someone who can help you we will refer you but there are NO promises and no NDA information will be provided.

Minimum of $10 M (prefer $ 20 M) and normally a maximum of $9 Billion for first phase projects. Larger subsequent projects can be funded upon successful completion of first

projects. Approval is subject to different terms and further due diligence. Interest Rates vary by project, but as an idea 6.5% to 8.0% (Governments etc have special rates) Term 1 to 30 year terms, though bank dependant. Project approval / denial is not rapid and will depend on where the project is and whether one of

"normal" banks are used or whether we need to search further afield. We will depend on your words, you cannot LIE to us, it ruins our reputation and destroys any chance

you have of being funded. - Banks check EVERYTHING.

Geographic Regions

North America, Central America, South American (except Colombia and Venezuela)

Entire Caribbean region, except Cuba All of Western Europe and most of Eastern Europe. Many regions of the Middle East, with strict exceptions of Iran, Iraq and Syria Most regions of Africa Most of Australia, New Zealand etc Most of Asia, except North Korea. Limited acceptability of Mainland China


Lease Do you have a company willing to use their balance sheet as collateral for the amount you want ? If you do, that's great. Get in contact with us preferably with your latest set of audited accounts. We cannot do anything with a bank without audited accounts. We are lease experts and not everything people say is true. If you have a successful company you may not even have to pay for the full amount for the assets. Please note that both the customer and any supplier must be solvent according to the bank Banks do not pay for the assets upfront unless they are part of a large project and funding has been agreed. This means that in most cases the supplier has to bear the cost of supply until the customer is satisfied and confirmed this to the bank.

Investment If you have $ 10 M we can invest it in a Trading Platform The Project Financing Agreement (PFA) needs to be completed and a MOU needs completing at 10% of the proceeds, The Program Manager will then call the client and, assuming all is well on both sides, arrange to meet the client at his bank. The client then opens a sub account with the €10m in with the Program Manager as a second and joint signatory. This will be a non-depletion account. The client will then, within 120, receive €97m. The contract will say 120 days. There is no long line of brokers.


Guarantee Q. Do you have a company willing to guarantee the amount to be financed ? If you do, that's great. Get in contact with us preferably with both yours and theirs latest set of audited accounts. We cannot do anything with a bank without audited accounts. If you have some large projects in excess of $ 100 M we know some very wealthy individuals who may offer a BG as project guarantee.


Equity Q. Are you wiling to give away some of your company in return for an investor investing within your company ? If so, how much are you willing to giveaway (minimum / maximum). Attach your business plan which should at a minimum show how and when the investors will get paid back. This is the worst case and few companies want to invest unless you have something relevant. Please make up an investor pack covering WHY the customer should invest in you. How much you will pay them BACK. They will also want to know WHEN you will pay them back.


Commissions A. Funding Commissions on funding will vary due to our view of the complexity, time required and effort involved. We will tell you when we decide to offer to try to fund your project We will then give you a contract to cover our appointment We do NOT charge any upfront fees but make no guarantees either If we decide to use another broker they will be paid out of our joint commission This does not include any bank fees or commission for monisation, or bank instruments etc. Please note that in most cases Brokers are NOT listed in contracts and are covered by the sub-fee agreement. If you wish, you can add/edit the details in the MOU, which is in the CIS we normally use. B. Bank Instruments Standard funding is used, normally 2% unless otherwise agreed We will divide the commission EQUALLY between the brokers, however many there maybe We decide on the monetiser to provide the customer the best choice and financial return. There maybe several people involved. C. General We do not expect any upfront money, but we do expect to be paid immediately and in full once the funding has taken place. We will issue contracts on basis that we will get paid and will then pay any brokers involved (if they are due any commission). All commission are advised and will not be hidden by us or to anyone. We negotiate with you how much we will charge. We also decide what we will do for that money. If you want further services or an expansion of services including consultancy we charge £ 3,000 + VAT (where

relevant) per day per person or £ 375 + VAT (where relevant) per hour per person. If we can't assist we will tell you. This is not essential, but each project is different and requires a different attention level etc. In some cases we may well ask for 50% of the consultancy upfront if you decide you need that level of support


Insurance The terms Credit Enhancement, Collateral Enhancement, and Credit Enhancement Programs are widely used in the collateral marketplace. These methods of financing have been known since the Phoenician Traders at the beginning of the last millennium When a borrower is unable to offer sufficient collateral to cover a loan or provide an assurance that the loan will be repaid in full, he may be required to seek a form of "insurance," a loan backup or support, to cover the loan in the event of default and they all have the pay on default feature. That means in the event the borrower defaults on his loan, the underwriter or financier will have to make it good... repay the loan. Simply stated, a Credit Enhancement or Collateral Enhancement is a form of collateralization. Unless otherwise stated none of our funders expect credit insurance, though having it can enhance your security with the bank. Be very, very careful, most of these insurances are scams, especially those that claim to originate in the Middle East.


NDA's We expect all our customers to sign NDAs. We will also offer the customer / broker / manager / introducer a contract which means when the customer get's paid so do we. We will quite happily complete a NDA, ours, or yours is fine. Ask us for one, or send your own. We will also expect you to sign a contract with us. If you have no intention of paying us for funding (after the funds are in your account) please advise.


Project Information If you want us to help, you need to provide us with information. In general the more information and the better the quality it is, the better the likelihood of success. A. Who you are. This should be the company name, address & number (needed for contract). This should include name of applicant or company, company registration number, registered address of the company, major shareholder full name, contact name signatory, telephone number of Signatory and email Address of Signatory ? B. What is the Purpose of the Financing ? C. The Entity to be Funded a (new or an existing company). Most banks will insist on a guarantee for a SPV etc. D. What is your company accounting net worth (including any other companies standing as guarantors). E. How much you want with currency designation. This should be a no more than number as quite often the amounts are insufficient to do what is expected so be SURE. F. When do you need how much at different stages. Start, project and completion etc ? Give us an idea if you're unsure? G. What Type of Funding being is Requested, Ie, Project Funding / Financing: Bank Guarantee, BLC – BG – MTN or other H. Do you require any Moratorium Period? If (YES) please state your preferred period in years etc. I. Are you paying any commissions to anyone other than us, if so please provide FULL details J. Audited accounts. As much detail as possible. If you have a young company and / or have not filed yet expected to be asked further questions, or just be told no. This is vital. No bank will fund a deal without the information. If not will you support with personal assets such as houses etc? K. Speed is of the essence. If we start to put you forward, you need to be extremely responsive. Banks will hang around for an answer for a few days but not forever. L. Do you have all required permissions to build the project ? If not what do you need and much will it cost (which should be part of F). M. How long do you expect to pay the project back over and what is YOUR interest expectation? N. Professionalism, We assume that you have a write up on each member of your management team. If not it will be needed.


Project detail Ensure that you have provided the following for project review:

Executive Summary of your project Detailed “Use of Funds” statement 5 year Pro Forma / Cash Flow Projections Detail Business Plan is acceptable Proof of funds with Bankers information What is the total amount of cash funds you have actually invested in this project to date Are you contemplating using all / part of any future loans for any payments other than for your project? Are there any past outstanding loans to repay from the funds you are seeking? (Not necessarily for this

project) Are there any 3rd party consulting fees and /or equity involved? If (YES) then Provide full details. Is there any Real Estate in the named project ? Do you have unencumbered Security / Collateral available? If (YES) What type of security and value ?

If (NO) What form of security can you provide ? We need to know shareholders / owner’s personal willingness to issue "personal guarantees”. Are you

willing to provide personal guarantees ? What are the available exit options for the investors and or finance your seeking?

Please note that we have access to some VERY high net worth individuals, who may offer to JV with you. They will generally do so in the form of a JV with a Bank Guarantee. Such deals tend to start at around $ 100 M.


Budget Availability What funds have you or the company freely available to cover any potential costs of your proposed transaction? Is this freely available or do you expect to use the loan / lease to support any of these costs ? Due Diligence Processing Are you prepared and agree to meet the costs for your own project? Even if included within the funding ? These expenses may be for engaging our company (if needed and agreed). Due Diligence preliminaries, Appraisal Expenses. Site Location / Project Visit, and Travel Expenses etc. Tax etc Nothing will be hidden from the taxman (from any country) or any authority. Please be aware that every transaction / payment etc is recorded


Angel Venture Tips 1/2 We cannot help you as we are NOT angel investors, but here are some tips:-

1. Content is king

When it comes to the pitch, focus on substance rather than form. Spend less time worrying about aesthetics and cutesy sales tactics and more time proving your case. Why this business, why you, and why now? But don't forget an investor needs to know :-

A. WHAT is the project in a couple of paragraphs ?

B. How MUCH do you need in total ?

C. WHEN will they see their money back ?

D. WHAT is their security (which needs to be documented) ?

Tell a story that is interesting and evocative. If you can make a compelling case, We don’t care what font or format you’re making it in. Also, always be prepared to give a 15-minute and 30-minute version of the presentation. You never know how much time the VC will have (even if an hour is blocked off for the meeting) and you don’t want to get caught off guard.

2. Conviction

Being a CEO is hard work, and it requires unwavering conviction. When we meet with founders, we always assess whether they have a true north - a clear and authentic sense of where they are headed and why.

3. Clarity

Be clear with your potential funders and your team about what success looks like. Ideally, you should identify a few key metrics that everyone can rally around (and be careful not to promise miracles). These metrics will likely shift over time and that’s fine, as long as you communicate changes with your stakeholders.

4. Perfect is the enemy of momentum

Don’t let your desire to make things perfect prevent you from missing an opportunity. We met with a founder once who was supposed to email me some follow-up materials. Instead of sending them to me the next day, he waited three weeks because she wanted to make sure she had it all “tied up in a bow.” The momentum had passed;


Angel Venture Tips 2/2

5. Signals are important

If you get the sense that funders aren’t “getting it” or there’s something off with your pitch, don’t ignore your intuition. That goes for product and consumer-related signals too. Don’t squash feelings of uneasiness - confront them so you can figure out what the problem is and how to fix it. This is the perfect time to reach out to trusted advisors to get a fresh perspective.

6. Make choices

Building a business while fundraising is a ton of work, and you’ll need to be selective about your priorities. Develop criteria that will help you decide which meetings to take and which events to attend. Also, be strategic about the order in which you do angel/VC meetings. We always encourage founders to meet with “friendlies” first so that they can hone their pitch.

7. Confidence and power

The basics are so important: great posture, eye contact and speaking up. To see what we mean, When we start doubting yourself, We think about why we're the best person to be doing what we are doing.

8. Pre-mortem

Some consulting firms use a practice called the pre-mortem, which involves putting yourself in the future, assuming your venture has failed, and identifying the reasons why. While this may sound like a depressing exercise, it is actually a very effective way to understand your biggest risks so you can mitigate them as much as possible. Along with this, develop the answers to the five questions you hope VCs won’t ask. A great salesperson always tries to anticipate what the objections are going to be.

9. Nourish

Finding time to meditate, work out or even just go for a walk has a huge impact on your demeanour and how you see the world.

10. Let your mind wander

This is the best advice we’ve received in a while and it’s something that we Type-A (we wish) personalities don’t do enough of. We are driven, focused and highly productive (sometimes to a fault).


Maybe Useful 1

Why Loan Applications are Refused A. Loan Failure begets more loan failures If you fail then the risk of financing goes up. Even for the alternative lenders who downplay a business credit score, the declining revenue stream significantly increases the risk of extending financing. B. Business accounts are in poor standing. When business owners wait too long to apply for financing without having the necessary protections in place, what often happens is that they quickly max out their business accounts. They rack up debt on their business credit cards and can easily start bouncing checks. This not only negatively affects their credit score and can illicit expensive late payment fees and high interest rates on current outstanding debt, but it can also lead to a lost or limited bank account. Such a scenario is a deal breaker for the vast majority of alternative business lenders. C. Insufficient Cash Flow The majority of short-term working capital loans are repaid on a daily basis. But, that means there has to be enough cash flow to both cover these payments and still run their business. So even if they can technically support the new debt, it just may not make financial sense to take it on in light of the reduced revenue. Ways to Get Your Application Approved A. Accounting Get a good accounting system. Someone in your business needs to being paying attention to your business’ financial performance. Don’t just rely on an accountant or your tax preparer. There are many platforms out there that can automate the whole process. Consider purchasing an accounting suite, such as Quickbooks or GnuCash (which is free). B. System to handle a cash short fall You need to have a detailed plan in place to deal with a cash crunch- whether it’s anticipated or not. Think of this as a “fire drill” for your business. You need to create an “early alert” system that will tell you when additional working capital should be brought in to cushion cash flow fluctuations or to take advantage of profitable opportunities. You also need to know how to put out the fire before it becomes a blaze that consumes your business. This means you should have a list of short-term small business financing options that you can turn to in times of need. C. If you don't know, say so don't ever ever LIE.


Maybe Useful 2 Specialized Funding A. Working Capital Loans If you have a small US business you should look at micro business loans from $5,000 to $2,000,000 for a period of 3 to 18 months. Repayment is made seamless through daily ACH withdrawals. We don't offer these loans but they are available and maybe more useful in certain circumstances B. Short Term Loans

Has your business been presented with a lucrative opportunity You can’t wait for two months ? Do you need to quickly buy or fix equipment essential to operations? Do you want financing to buy inventory at a discount? Are you going through a period of business growth Are you in the process of applying for an SBA loan, but have immediate needs

We MAYBE able to assist

Businesses that have been generating revenue for at least 1 year, and typically have $100,000 + in annual revenue.

We place more weight on cash flow and business health rather than personal credit scores. The threshold for funding is a credit score of at least 500.

Typical small business applicants are those with a steady base of clients and credit card transactions or checks for services.

To be considered for a short-term business loan send us 4 months of bank statements and merchant credit card statements (if your business accepts credit card payments). If you want to include an annual Profit & Loss statement or additional bank statements (if your business is seasonal, for instance), you certainly can. In addition, business tax statements may be required based on the type of loan you select.

C. SBA Loans (US Only) These programs are aimed at giving small business owners affordable financing that they can use for an assortment of long-term and short-term business expenses. But, securing these loans can be a challenge. If you are struggling with poor credit, have a limited sales history, or you are operating in a “risky” industry such as food services and retail, your chances of securing an SBA loan are pretty slim. Even if these are not your issues, the long approval process could make SBA-backed loans an impractical source of financing

We don't offer these loans but they are available and maybe more useful in certain circumstances


Maybe Useful 3 D. Invoice Factoring If your business manages customer invoices, handling extended customer billing cycles with slow to pay and non paying customers can be a big drain on your resources, not to mention your available working capital. You may be expecting big payments from several invoices in the coming weeks or months, but what if you need the money now to pay your employees and suppliers? Turn your outstanding invoices into instant cash. With accounts receivables factoring, your business can get quick, unsecured financing even if you have poor credit. How Invoice Factoring Works With invoice factoring, the factor company buys your accounts receivable, then assumes responsibility for collecting on the outstanding invoice. Your business would receive 70-90% of the total value of the outstanding receivable upfront. This upfront rate is generally dependent on the age of the account and the credibility of your customer. Upon full receipt of the payment from the customer, the factor company will return the remaining balance, minus a small processing fee

We don't offer these loans but they are available and maybe more useful in certain circumstances


Buying BGs etc We will (on request) pass you to a reputable seller. But you should always check via your own due diligence. We do not take any responsibility for any issues in this. Please note that there COSTS involved in buying such instruments including some upfront costs to Banks. This is between you and the Bank involved, none of it is commission and we don't get any payment from it. We do not give advise as to which (if any) option you should take. Buying Option 1 - Includes Upfront Fees Ie if you want a BG the normal price for a leased is 9+2 (or $ 11 M for $ 100 M face value plus $ 150 K for bank charges). If you wan to own one, the average price of a good bank is 42%. Yes you can get one for less from a non - rated bank.


Buying Option 2 - Includes Upfront Fees

Same price for Bank Guarantee or Stand By Letter of Credit Economical: 4.5 - 5.5% in the first year Renewable for up to 5 years Costs for the subsequent 4 years are lowered to half of the 1st year.

o For example, a BG that closes at 4.7% the first year will only cost 1.35% yearly for the subsequent 4 years.

From US$10 Million to US$100 million They are made exclusively for the Solicitant (freshly cut) Will be made with the specifications as requested by the Solicitant Posted on Euroclear at NO EXTRA Cost A MT760 can be requested at NO EXTRA Cost Procedure could be completed in 21 days for the first time and 10 days for subsequent.

The procedure is simple and fast:

1. Solicitant send: a. CIS b. Executive Summary or Reason for the Instrument c. Proof of Funds (bank statement) showing that the Solicitant is capable of paying the

Instrument’s cost d. Specifics on instrument needed:

i. Type of Instrument (BG or SBLC) ii. Years Needed

iii. Preferred Language and Instructions (ex. Assignable, Transferable, Renewable, unconditional, etc.)

2.We will engage in due diligence that can last up to 48 hours. 3.Once approved, we will state the closing price of the Instrument. Anywhere within 2.5%-3.5%. 4.The Solicitant will sign a Success agreement for the 2% commission and will get a DRAFT of the

agreement that will be signed eventually between the Solicitant and the Officially Assigned Bank Agent.

5.Once the Solicitant approves the draft, signs the Success Agreement and commit to send the traveling

costs, we will reveal the Bank’s name. 6.We will ask the Solicitant to meet us at the assigned Law Firm Office in the Bank’s Headquarters in order

to sign the official agreement. 7. Once the Agreement is signed, the Solicitant deposits 30% of the cost. 8. Within 5 days, the Providing Bank will post the Instrument on Euroclear and will advise the Solicitant

bank to verify such. 9. Once it is verified, the Solicitant will deposit the balance of the cost (70%) and the instrument gets released 10. Solicitant pays commission cost 11. The instrument gets delivered or blocked as per Solicitant’s instructions


Buying Option 3 - No Upfront Fees This option has 3 sub options, one of which you need to choose Minimum rate of $ 10 M face value Rates of 15% per E 100 M or 13% above E 100 M Sub Option 1 The customer will provide a letter of undertaking form their bank on bank letter headed paper that on receiving and verifying the MT799 that they shall issue the ICPBO That they shall pay via MT103 once the MT 760 verified has been received Sub Option 2 The customer deposits the value in a Dubai bank with a bankers draft issued as security for your funds On receiving and verifying the MT799 that they shall issue the ICPBO for the entire amount due Sub Option 3 Escrow account is opened with a lawyer of International repute On receiving and verifying the MT799 and that the escrow contains the costs of the instrument that the lawyer shall issue the MT760 (once verified by customer) for the entire amount due.


Buying Option 4 - Includes Upfront Fees Process/procedures - for BG's, MTN's, LTN's and Ven-bonds on Euroclear or BOEVESPA, we need 1. The bank's people must be direct to client. If a broker is direct, that broker steps out of the way and hands the client to them. Yes the broker gets paid. 2. We need the CIS and a colour copy of passport of client - no arguments / discussions 3. If there are questions and the client cannot get them to us in 48 hours in most cases, the deal is cancelled. Procedures for Leased BG/SBLC are on the DOA Attachment Below.. Pricing for a Leased 500 Million Euro Cash back 100% refundable 65,000 in your own escrow and 25% goes to providers trust Account / 500 million Lease/BG. This is to trigger our provider. Things needed: 1. CIS 2. Passport 3. Corporate Resolution if funds are under company name assignment for use of funds (if not a Corporation.) 4. DOA Signed by both Sides w/ Banking coordinates 5. ICBPO/ BCL, MT799. Which ever works for your Group. This is only when DOA Is fully executed


Mistakes Buying BGs There are some big traps uninformed customers fall into that cost them a lot of money or the whole deal. Mistake 1: Buying a BG that is Neutered – Some sneaky companies issue neutered Bank Guarantees. That is a Bank Guarantee that can only be used for credit enhancement on a companies books but can never be monetized or traded. It’s a nasty surprise you get when you realize your pristine Bank Guarantee delivered by MT760 to your Monetizer is……. useless! Mistake 2: Buying a BG that is Leased – Many Leased Bank Guarantees cannot be monetized. If you buy a Bank Guarantee that has the word “leased” in the Bank Guarantee text when it is delivered to the funder or monetizer. Mistake 3: Procedures DON’T Match – If the delivery procedures of the Bank Guarantee issuer don’t exactly match with the Bank Guarantee Monetizer, Funder or Discounter you will never get the Bank Guarantee delivered because the two parties are incompatible with each other Mistake 4: The No Bank Play – When your Bank Guarantee Issuing Agreement with you lists them sending a MT999 or MT799 from a non bank entity to the monetizers or funder bank entity. Many Bank Guarantee Issuers issue from non bank entities that have names that sound like banks but aren’t! Authentic Banks will not reply or communicate with Non Banks Entities or private companies that send the bank messages on the SWIFT network. Mistake 5: No CUSIP or ISIN Number – Some Bank Guarantee monetizers or funders will only accept Bank Guarantees with CUSIP or ISIN Numbers. This means they will NOT accept a fresh cut bank guarantee, ONLY seasoned instruments (which is a Bank Guarantee that has been created by one Bank and issued to a second bank who them registers the CUSIP and ISIN numbers of the instrument). Seasoned Bank Guarantees cost more because they have to be passed through two banks to become seasoned and are generally are only available to be purchased from secondary owners not direct from the Bank Guarantee Issuing Bank. We monetize fresh cut and seasoned instruments, as long as the bank guarantee is 100% real we will monetize it and ensure you bank cash no matter whether its fresh cut or seasoned.


Monetizing of BG Process Most of the information is within the CIS (Customer Information Sheet) We tend to offer (subject to confirmation of the bank) an LTV (Loan to Value) of 40% for Tier 3 banks, 50% for Tier 2 banks & 80% for Tier 1 banks. This is assuming that the instrument is OWNED for leased instrument the LTV varies. Ie A tier 1 leased instrument has a LTV of 65%.. We reserve the right to change the LTV rate at any time and would recommend that you check this when you get the monetisers contract. If you don't want to or can't pay for the bank charges advise the monetiser when he calls you before he issues you the contract that you will send a MT542 (which is free) rather than a MT110 BG's etc have expiry dates. If yours has too short a time, get an extension letter from the issuing bank before starting the monetisation process and include the letter with scan of the instrument. You will need it to last a minimum of a year and a day. No we cannot accept DLC deals (sorry) Yes we accept and do DTC deals You can read a list of Tier 1 banks at http://worldcommoditytraders.com/top-50-world-prime-banks In many cases, especially Ven Bonds we will need ALL 15 pages (1-14 & 21) of the Euro Clear. The monetiser IS willing to pay for the ICBPO (against monetisation results) Yes we can accept IBOE (AL) we will need a MT542, RWA from bank with bank letterhead and 2 bank officer signatures and their pin numbers as well as the CIS etc. MT760 - We will need a KYC, MT799, RWA from bank with 2 bank officer signatures with pin numbers and bank statement. We will need a RWA to pay you. We can arrange a bank account if required with some monetisers. (The RWA must have be two bank officers signatures and all pertinent contact information as well as the bank PIN/ID CODES of the officers) A full copy is in the CIS we normally send out.


We need to know : A. The amount for the BG (please confirm) B. What LTV (loan to value) does the owner of the BG expect ? In other word how much money do they need including commissions C. The owner of the BG sends the MT760 straight to the monetiser bank (we will advise who it is) D. The owner of the BG sends us the verbiage of the MT760 (for verification) E. We will need the CIS (Client Information Sheet) of the owner of the BG from the customer F. We will then create a contract between the owner of the BG and the monetiser (bank) G. The client Swifts the bank guarantee to the monetiser bank. It will take 3-6 working days to verify the BG

H. Once verified the monetiser will pay the customer by Swift MT103


Monetisation Process

• Customer Send in A. CIS B. Scan of Instrument C. Corporate resolution (if

Monetiser send back contract with ALL details of the transaction Including the LTV etc

Customer signs contract

Monetiser pays the due amount


Monetisation

We do not charge upfront fees although the bank fees are part of the bank process. See MT542 & MT110. You must have a scan of the instrument or agreement from your bank BEFORE asking for monetisation. (We generally refer to BGs but this may also refers to bankers drafts, promissory notes, LTNs, SKRs etc). BG Monetising requires a scanned copy of the bank instrument** and a CIS (Customer Information Sheet). Please if you can use ours because it contains everything you need to complete like the ATV, RWA & MOU etc. If you use your own CIS, please don't be surprised when we ask you for additional documents. We need a fully completed CIS and a scan of the instrument. If you do not complete the CIS we reserve the right not to send your application into the monetiser until we receive it. Ie the clock does start ticking until you have fully completed a CIS. ** If you don't have a scanned copy of the bank instrument tell us. but this will reduce the number of monetisers we can approach and MAY adversely affect the LTV we can get for the instrument.

There are no exceptions - sorry The old BG process that you maybe familiar with is dead (see Dead BG Process) We will quite happily complete a NDA, ours, or yours is fine. Ask us for one, or send your own. Many people will try to avoid filling out a CIS on the basis of privacy or will ask which bank we or the monetiser uses. We will not sign a contract etc, unless it's a NDA etc. We will quite happily have a conference call, our Skype is viridiandw. But we will NOT have a conversation about how you want a monetiser to do something without a CIS. They won't - sorry. There is no discussion possible with the monetiser until they have checked and verified both the instrument** and the CIS. We do NOT know who they are and they will NOT deal with you until you have submitted a CIS. We deal with nearly dozen monetisers - all of whom use different banks. You can “chat” using a mt199 (if you wish to) AFTER you have the contract. Please note because we deal with a wide selection of monetisers many will be on a different time zone to your own. We run on CET, but will work on US time as well etc. But we would ask that you keep in mind that we (or the monetiser) may well be on a different time zone to you are in. Our CIS contains everything you will need to complete in one easy to use document. Not everything is needed for each monetisation type, but it doesn't cause any harm. We know its a bit of a "bear" but it is complete. If you decide to use a different CIS or KYC please do NOT be surprised if we have to ask you for additional documents ie ATV, POF, RWA etc. As an example in many cases POF are not needed apart from the fact that it confirms your finds are free and clear of any illegal activity. Please note that by not filling in our CIS you will have to authorise an RWA from your bank, You need to do this so we can PAY you. No RWA, no deal (sorry).


Our monetisers are chosen for their outstanding LTV. In some cases such as HSBC Hong Kong the customer has to physically sign the contract in Hong Kong. We assume that this is a small price to pay to get the best value monetisation. You are NOT at risk as the monetiser will :- A. Check the KYC (Know Your Customer) from the CIS. Yes you need to complete the CIS because of its clean money statements, ATV as well as the MOU etc. If the instrument is a Ven Bond we will also need pages 1-14, page 21, from the Euro Clear, B. Yes you MUST include a decent scan of your passport in COLOUR please C. Send you a contract to monetise the BG D. At that point you can then decide whether to proceed. This is the decision point and the time to ask questions of the monetiser directly if you wish.

No's - sorry, No, you can't meet the monetiser before filling out a CIS No we will not put you in contact with the monetiser before filling out a CIS, not least because we may end up putting your application to a couple. If you cannot or will not complete the CIS then please do NOT apply. But we can advise that this is a world wide issue and if you want to monetise a BG then you will HAVE to complete a CIS We have tried this many, many times. There are no work arounds and it's a global requirement. we can only suggest that you discuss with your bank who will confirm what we've said here. Unless you personally know monetiser you HAVE to complete a CIS we're sorry YOU HAVE NO CHOICE. Please note that we REPORT any fraudulent activities to the appropriate authorities. There is also a WORLDWIDE ban list covering ALL monetisers globally for those who attempt to place fraudulent instruments before us. The average jail term is the West is 14 years prison for attempted fraud using such instruments.


General LTV (Loan to Value) Basically if you have a decent bank (need to confirm) the LTV is about 80%+ (Top 25 banks) If you have a grade C bank (other) then the LTV is 40% If you can get "a correspondence bank that will issue with Full Responsibility" that will increase the LTV circa 10-15-20% Please note that a monetiser will NOT advise the LTV ; ball park LTV without a CIS. - They don't know who you are. LTV Tier 1 Yes we offer an Owned LTV of 80-90% against the top 25 (not 50) banks see Top Banks*** Non Recourse LTV is non-recourse Top Banks*** These can be seen at http://worldcommoditytraders.com/top-50-world-prime-banks BGs etc Bank instrument be only "Owned although we will look at "leased" on an individual basis No BG If you have NOT got the funds in the bank do NOT say that you have a "cash back" BG. State what you have or "dependant on monetisation of the instrument" We ASSUME that you can provide us with a scan of the BG. If you cannot then we are extremely LIMITED as to which monetiser we can use and finding a monetiser that will monetise your BG at a reasonable LTV is a lot harder and may be impossible. ICBPO These (Irrevocable Conditional Bank Pay Order) are used by some people to leverage a ICBPO to fund a BG. Consequently most banks will NOT allow a ICBPO to fund a BG but we CAN monetise them. LTNs If you have a LTN, we will also need a ROXA for each instrument as well as the CIS. We will also need kindly specify in which bank and branch the LTNs are deposited and all pertaining related details. The more information we have the quicker we can deal with it. Bank One of our main monetiser is the HSBC in Hong Kong but you MAY have to sign the contract to monetise there. Bonds If you need to sell or monetise a bond you will need to complete a more detailed version of the CIS for bond purposes (sorry). This includes history of ownership, an affidavit of ownership and various other documents including an attorney attestation letter. Ven Bonds If you want to monetise Ven bonds, the normal LTV is 26% + 2% commission. But it's not fixed. We will also need pages 1-14, page 21, from the Euro Clear, MT542 But if you were to decide to trade. We could convert that into 650% over a year but you must be able to do a Swift a MT760 or MT 542 direct to the funding bank. If your Country will not authorise MT542 (ie Indonesia) then we can block it Euro Clear. MT110 Same as MT 542 but FREE. If you intend to use this method please advise for monetisation contract writing purposes.


Commission The commission is circa 2%. Yes we are prepared to share with other brokers on an equal basis. Direct No we are NOT direct to the monetiser but why does it matter ? It doesn't cost you any more and we use a wide variety of monetisers. Example banks Alpha Bank Russia 65% (Owned) Credit Denpa 12% Euro Bank 40% Estrategia Bank 40% Point Bank 80-90% GEB NZ LTV 50% Iraq Bank 40% North Bank 40% Point Bank 65-70% RBS Moscow 40% Trust Bank Pakistan, (65% Leased) Sberbank minimum of 50% (normally more depending on the day) Unicom 80 (65% Leased) Ven Bonds 26%+ Note no customer specifically barred under the Ukraine or other sanction situation can be dealt with Trade Please note that we can assist in placing you on some programs. The vary from time to time, please advise if you need / want that assistance. - See Trade Programmes. Bank Account We can set these up for you on a reasonable sized instrument monetisation (monetiser dependent) normally $5M minimum. If we don't have a instrument to Trade then we will charge our standard consultancy rate.


Process - General We will send you 4 documents :- 1. MOU (Memorandum of Understanding) This is our mandate / contract and MUST be completed. It's included in the CIS we normally send out. 2. Ready Willing & Able This is a bank to bank document - you should pass this to your bank to complete. 3. Euro Clear Scans If you don't have a BG or SBLC etc, we will need scans of Euro Clear pages 1-14 and 21 please. 4. Customer Information Sheet Please see the attached CIS form which we can fill in for you or your customer can do it directly. Our CIS contains all of the documents that need completing. If you use your own, don't be surprised if we ask you additional documents (Typically RWA, ATV, MOU etc). At the very minimum you need to complete the ATV (clean funds) and the RWA (to get your money).

It has to be "spot on" (no mistakes, or it will be returned) It MUST be signed where required and initialled on every page It must be on your headed paper Please note that we need :-

All pages need to be INDIVIDUALLY signed with wet blue ink the use of scanned signatures is not good enough (we're sorry). Ie do not scan a signature and copy it onto the CIS, some banks will refuse it (sorry). If you wish you can send the scans of each page and we can re-create one document from it.

We need a decent colour scan of his/her passport

We need a CIS form for each individual or company involved. This goes to the monetiser and forms

their KYC (Know Your Customer information). If you are acting as a company you will need a Formal Board Resolution on headed paper. Ie Any name

on the CIS MUST match those on the BG or have a Board Resolution covering the authority issue. If there is something that does not pertain to you, you must mark it "N/A" Otherwise ALL elements

MUST be answered. Monetisers will not accept a number of scans as separate files. If needed please scan each page and turn

it into a Word / Pdf document. - If you need help on how to do this, ask us. You will need a RWA to be paid if you haven't completed the one in our CIS.


5. Contract We will then email you a BG monetisation contract (normally 5 working days) which you need to sign and return to us. Until you have done so we cannot go any further forward. After this the contract will go to the customer’s bank and they will have to sign in their bank (see process)


Bank Monetisation Process Just to be clear the BANK process is as below. This process is written from YOUR viewpoint so the BG Monetizer is (THEM) and YOUR bank is (OUR BANK)

Please note that the process is totally within the control of YOUR bank.

In the event that the BANK wishes to charge up your customer front fees the normal work around is to escrow the fees and released upon delivery - to the bank 1. BG Monetizer (THEM) submits documentation. (Basically the CIS, Customer Information Sheet form).

scan of the document to monetised ie BG. Banker draft etc scan of the Signatory's Passport scan of a bank statement less than 5 days old signed in wet blue ink by two bank officers

It MAY repeat MAY (though these are generally not needed) include depending on your company authority requirement :-

Letter of Intent Corporate Board Resolution Irrevocable Fee Protection Agreement Non-Solicitation Statement Copy of Company's Certificate of Incorporation NDA (non disclosure agreement) etc Letter of Acceptance of Terms and Procedures.

2. Within 24 banking hours the BG Issuing Bank (OUR BANK) shall send a Swift MT-799 Pre-Advice to the BG Monetizer's Bank. (THEIR BANK) A. The Pre-Advice will be valid for four (4) banking days only. 3. Within one (1) to twelve (12) banking hours the BG Provider (OUR BANK) shall send a copy of the Swift MT-799 Pre-Advice to the BG Monetizer (THEIR BANK) for confirmation. A. The BG Monetiser's Bank (THEIR BANK) shall send a Swift MT-799 RWA to receive and monetize the Provider's BG (OUR BANK) (or a MT110 can be used instead) for the entire amount due to the BG Provider and all Facilitators Consultancy fees, confirming readiness, willingness and ability to receive and fund the BG to be sent via Swift MT-760. 5. Within twelve (12) banking hours the BG Issuing Bank (OUR BANK) shall send the BG via Swift MT-760 (EXHIBIT C) to the BG Monetizer's Bank (THEIR BANK). The BG Monetizer's Bank (THEIR BANK) then confirms and verifies the BG sent via Swift MT-760. 6. Within to five (5) banking days, the BG Monetizer's Bank (THEIR BANK) shall send payment to the BG Provider's (OUR BANK) receiving Bank via Swift MT-103 and shall also send payment of XXXX percent (X%) of the face value of each tranche to the Facilitators Paymasters in accordance with the Irrevocable Fee Protection Agreement.


Note that the X percent (X%) is the LTV (Loan to Value) 7. Within five (5) banking days after the BG Provider (OUR BANK) and the Facilitators Paymasters receive payment, the BG Issuing Bank (OUR BANK) shall send hard copies of the BG to the BG Monetizer's Bank (THEIR BANK) via Bank Bonded Courier. Buying LTNs & Hertitage funds We can buy these, the LTNs depend on what they are. If they are ON EUROCLEAR the process is much faster The Heritage funds must have a corporate account, they will be bought at 100% of the face value. These transactions take circa 7 bank days


Trade Programs

1. They are various investment returns, they change all of the time, the best one we know of is the customer puts $ 10 M in THEIR bank account (they do NOT move the money, but must leave it alone) and shows proof of that They will then get paid 6.5 x (ie $ 65 M) in 8 working days time. They can then repeat or withdraw some an do it again and again/ The amount that they pull back or keep is their decision, but as an example say they take $ 35 M and leave the $ 30 M in and get the next roll, 6.5 x (ie $ 195 M) in 8 working days time. They can pull out at any time after each “roll” 2. MTN's buy-sell trade program As account signatory investor you must have full control over at least EUR 130 Million cash funds in your DB or HSBC account in western Europe. You must be able to pay for MTN's Invoice Price of 24% Face Value of Fresh Cut MTN's which shall be issued by Deutsche Bank to you over Euroclear system via Screen, Block and Pay procedure. Your DB or HSBC bank officer will access these Euroclear Screen codes to verify and authenticate MTN's + Invoice and then Block them to pay 24% face value of EUR 500M MTN's amounting to EUR 120 Million. After cash payment is done, Deutsche Bank will immediately make you the title holder of these MTN's. Within 10 minutes of becoming Title Owner of MTN's, you will issue your Invoice + Access Codes to our Trader to verify, block and pay for these MTN's at 44% face value amounting to EUR 220 Million. Our Trader will verify, authenticate, block these MTN's and release EUR 220 Million payment into your account. You are allowed a profit of gross 20 points and net 19 points per trade amounting to gross profit of EUR 100 Million and net profit of EUR 95 Million per tranche. After the sale of first tranche MTN's, our Trader will issue his EUR 10 Billion contract with rolls and extensions to you. Business is strictly via SBP process on Brussels Euroclear. As per terms and conditions of our Agreement, you must sell these MTN's at 44% of face value only to our Trader. You are NOT ALLOWED to sell them to any third party. Therefore my offer then becomes applicable to only to the actual real account signatory beneficiary investor-owner of cash funds who can release payment to take ownership of these FC MTN's and then within 10 minutes he must sell them to our Trader on Brussels Euroclear via SBP procedure.


Dead BG Process There USED to be a process which was as is shown below. Please note NO monetiser will start to even LOOK at your BG until they have a scanned copy of the BG for KYC purposes and your CIS. Since the last bank regulation changes there are NO exceptions (sorry) They don't know that you have a VALID BG let alone that otherwise you maybe money laundering so no one will sign a contract with you on that basis. You are basically fighting against a WORLDWIDE banking regulation Sorry there NO exceptions - regulations have obviously changed since the last time you did this. You might be able to find a private buyer perhaps, but otherwise it's CIS and scanned copy of the BG over to the bank (sorry again) Come back to us when you find out we're right - or phone a bank - any bank ! The Old Process WAS :- 1. First party, Second party and Third party sign this Deed of Agreement (DOA) and lodge with their respective Banks to become a full Non-Recourse Agreement, thereafter second party will send a Letter of Undertaking to the first party for confirmation to be Notarized by the third party. 2. First party issues MT 999 Pre-Advice by Swift to Second party's Bank as Payment Guarantee in

readiness to pay for an amount, say 30+2%* of Face Value of a BG MT 760 of the value, say

$ 500 M* for One Year and one Day.

3. Second party's Bank responds with MT 999 Pre-Advice by Swift in readiness to issue the BG MT 760

of $ 500 M* from a Top Bank to Buyer's Bank.

4. First party Bank issues MT 799 Blocked Funds representing payment of USD $250 million * as

30+2% *as Purchase Price to be paid in tranches.

5. Seller Bank issues BG MT 760 by Swift from a Top Bank for One Year and One Day of

$ 500 M * to First party nominated Bank within 7 Banking Days after confirmation of the MT 799

Blocked Funds from second party Bank. 6. First party Bank pays the first tranche of Face Value by Swift MT 103 within 5 Banking days after successful verification of the BG MT 760 from second party Bank. The first party was the monetiser The second party was the Issuing bank of the BG The third party was the customer

* All values and percentages are examples ONLY.


SKR Process Please note that monetising a SKR involves the warehouse and their bank. Because of this such a process is a LOT slower than monetising a BG. - Circa a month assuming everyone works to their best speed. 1 Your need to provide a CIS, Passport, Proof of Funds and Authority to verify funds (all included in our CIS) 2 Corporate Resolution if funds are under company name and Assignment for use of Funds if not a Corporation. 3 The bank (normally Falcon) can open a bank account for the principal or they will need a RWA from their bank. RWA letter from client with the following information (included in our CIS) 4 Ready Willing and Able to transfer funds to you as per contract (included in our CIS) 5 Confirmation of banking responsibility by the bank of the warehouse (basically they confirm the SKR and issue a banking SKR after they have physically checked the asset)

We require no copies of Project Business Plans or inspection of projects. We request no ownership of your project. We not take half of any Funds from the Non Recourse Loans.

No upfront cost ever to your client. Upon receiving required documents, We will issue our Contract for all signatures processing of your

transaction will begin. On the fourth day after receipt of your swift being order and a copy of said receipt has been sent to the funder.

Their will be a 4% payout to your client and a 1% paid out to consultants. On or before the ninth day the

balance paid out in full and the other 1% is paid in commissions.. 6. Confirmation with your bank. You should schedule an appointment with your bank officer in person and take all of paperwork relating to the SKR and the bank will make copies of the paperwork. Your bank will also contact the warehouse and block the asset in the warehouse. It's possible that the monetiser may want the asses moved. The ownership will still revert to you after the year and a day is up. 7. The warehouse bank will confirm to their bank that they hold the asset against the SKR the bank will then send a rep to confirm this and will confirm to the monetiser 8. The process will depend on how fast the customer (6) and the warehouse bank and their bank is. Please note that questions covering issues like Certificates of Origin and Content, Deposit/Warehouse Receipts, IGAS certification are dealt with during the warehouse verification (5 above), We can also register the security with a Registrar and a Securities Exchange (if needed). Therefore, the ILLIQUID ASSET exchanges hands in the form of Certificates of Beneficial Interest (as stocks and bonds do) and such certificates can be deposited in any securities account or Brokerage Account (please remember: it has been assigned an ISIN/SEDOL code) hence eliminating the previously necessary physical delivery (bearer form) as all transactions take place as a book entry in the offices of the Registrar, who is also the issuer of the SKR


SG Process - General Governmental deals are great, as long as they are real. We will insist upon a Governmental email that we will get a validated reply from. We will not put you forward to a bank without this. Is there a Sovereign Guarantee Involved ? In which case do you have a copy of it ? At the very least we need to know it's value and repayment date (if relevant). If we are dealing with an already issued SG, do you have full authority (or can you get it) from the beneficiary on the SG. Do NOT get your Company name wrong otherwise you will have to go through the same process again ! ALL unissued SGs will need the signature of the Finance Minister, Central Bank Governor and the Prime Minister before any SBG can be issued. If the deal is not directly with the Government, ie council, train service, gas service etc. Does the National Government guarantee the quasi Governmental body ? SG's are also normally issued for a higher value than is required to cover for default. The actual amount will vary from country to country but as an idea a "good" eastern European country may have 25% added on. Countries with less weight may have 50% or more added on. We have asked and been told that in theory it could take as little as 30 days but normally takes between 45 and 60 days due to slight issues that tend to arise and needed to be ironed out A. We need a CIS (Customer Information Sheet) form for each individual or company involved. This goes to the lender and forms their KYC (Know Your Customer information). B. You MUST include a decent scan of your passport C. It has to be "spot on" (no mistakes, or it will be returned) D All pages need to be INDIVIDUALLY signed and initialled with wet blue ink the use of scanned signatures is not good enough (we're sorry). E. If you are acting as a company you will need a Formal Board Resolution on headed paper. Ie Any name on the CIS MUST match those on the SG or have a Board Resolution covering the authority issue. F. If there is something that does not pertain to you, you must mark it "N/A" Otherwise ALL elements MUST be answered. Do NOT leave anything at all blank. G. Lenders will not accept a number of scans as separate files. If needed please scan each page and turn it into a Word / Pdf document. - If you need help on how to do this, ask us.


SG Process i. The Contractor/Client (you) must submit a Project Report/Executive Summary. ii. The Contractor/Client must also provide an approval, in the form of a letter, from the appropriate Government Department/Minister/Ministry that the Project has been approved, and the Central Bank is ready to issue the Sovereign Bond. iii. An Agreement will be signed between Project Funder (the Bank) and the Contractor/Client confirming the funding, etc. iv. The Contractor/Client will then instruct the appropriate Government Department/Minister /Ministry to issue the Sovereign Bond. v. The (Country) Central Bank will issue the Sovereign Bond and the Bond vi. The Central Bank will confirm by email to the Project Funder that the Bond has already been issued, and provides the ISIN (the SG serial number) and a scanned copy / screen copy of the Instrument vii The Sovereign Bond is delivered free into the nominated account of the Project Funder. viii. The Bond will be verified and authenticated by the Project Funder’s bank. ix. Funding for the Project will commence 30 days (in theory) after the Instrument has been verified and authenticated. x. The transaction shall be concluded on a Bank to Bank basis. xi. Funding for the Project will be completed in accordance with the Terms and Conditions of the Agreement. If you have any questions, then please ask, though we reserve the right to ask the experts ! Once the SG has been verified most of your communication will be between the principal and the lender directly. Please note that we may need a specific MOU (Memorandum of Understanding) for SGs


Monetising Land There is no income or credit check performed on the client, and the loan received is non-recourse. It make use of the equity in their property to place as much as 50% of that value into monetisation. But the land MUST be worth a minimum of $ 10 M (verifiable). Please note that your Country MUST allow SKRs, if your Count won't allow them (such as India) then you cannot use this monetisation. Motivated clients who ideally own the property free and clear and have $5 million to $50 million in equity available. The property can be located in any country with strong property rights and land records, but preference will be given to the US and Canada. Following is an example of the monetization process of a $5 million example (minimum level of participation): Client submits the following documents for a property worth at least $5 million and owned and free and clear.

Application CIS & Passport copy for individual owner or signatory of corporate owner Full property ownership documentation Full corporate ownership documentation (if property is held in a corporate structure) Most recent property appraisal (should be less than 2 years old)

Procedure: 1. After due diligence, client signs a contract with the monetization party (“M party”) 2. A commercial loan is received from a top US bank against the property at approximately 50% LTV, or $2.5 million, minus 12 months of pre-paid interest 3. The $2.5 million minus the interest is placed in a non-depletion account in the client’s name in a top US bank. 4. The bank issues a pay order for the full value of the funds ($2.5 million plus the interest removed) in the account that is redeemable on the date the investment program contract ends 5. The “M party” can and is willing to offer returns of as high as 10% per month gross to the client for one year on these investment contracts. 6. After the JV is signed we will introduce the parties to the Monetization Group and to the Equity Group. 7. Consultants who refer clients should complete and send a Genealogy of Consultants who are entitled to share in the commissions. Commission amount is to be determined.


Funders Offering Deals We are constantly offered funds from lenders, most of whom are at best brokers who want to sell the deal around and at worst are scams (sorry). We are involved in a number of Government deals across the world. Please note that before you offer to fund. We will need Proof of Funds or at the very least verifiable tomb stones from customer's you have funded. We are dealing with Governments, so we will not complete your forms asking about the customers details. If you cannot fulfil those requirements then with greatest of respect don't reply please. If you can then upon the POF and the NDA and commission agreements we will put you in direct contact with the Governments. - We deal with very senior people in the Governments and in many cases directly with the PM office,


Business Terms 1 for Large Deals Page 1 of 6

Funder "Y" Will not finance in India, Iran, Zimbabwe or Russia Minimum Amount The deal must be at least $ 20 M Meeting. we will expect to meet the applicant(s) prior to funding General Criteria The following are general conditions for all applicants: All applicants must be over 18 years old at the date of application. Businesses must have been trading successfully for at least 18 months, as evidenced by certifiable' accounts. Loans may be made to a member for a business purpose. However, this does not mean that loans may be made to a member who merely intends to transmit that loan to another body that will actually carry out the purpose. Loans may not be made to members who are acting together to achieve an aggregate loan that exceeds the lending limits set out below. The amount lent can be from $ 20 M to $100 Billion Interest Rate is 3% Annually. The maximum repayment period is 20 years for an unsecured loan and 25 years for a secured loan. Repayments on the loan must be made monthly by direct bank transfer Upon application you agree to publicity. Security is against something non secured is where you don't have something as collateral Finance will only be released directly to the company’s designated bank account, upon signing of the loan agreement. Cash will be issued and readily available on request.



Exclusions Applications to finance enterprises in any of the following sectors cannot be accepted: Dealing in land, commodities, futures or the instruments of any holding company that are traded on a recognized stock exchange or market for dealing in securities. Banking, insurance, money lending, debt factoring, hire purchase financing and other financial activities. Leasing. Export trading companies/agencies. Companies principally trading or investing funds overseas. A CDFI or other body whose objective it is to provide finance for enterprises in or for disadvantaged communities. Money transfer agencies. Moral Exclusions Finance may not be provided for political purposes, any illegal activity, or any activity which may bring A.A.R.F.C.S into disrepute e.g. pornography, gambling, illicit gun running activities etc. Purpose Finance may not be provided to repay existing borrowing, meet historic working capital requirements or to fund continuation of an adverse trading history. It may not be used to repay prior investments in the business, including any directors' accounts. Residential Property Finance may not be provided, either directly or indirectly, for the acquisition, construction or development of private residential property. Insurance All business loans will be classed as uninsured by the Habib51 AG/ Credit Agricola/Reliance Credit/ JP Bank/Deutsche Bank/Barclays Bank/Lloyd’s Bank



Data Protection We may use credit scoring when considering your application and to verify your identification and may search the files of credit reference agencies. They may keep a record of the search. We may also carry out identity and anti - fraud checks. This information will be used by us in making our decision for fraud prevention or tracing debtors. If your application is successful we may share your repayment information with credit reference agencies. This information may also be used for debt tracing and the prevention of money laundering as well as the management of your account. In addition, we may ask you to provide physical forms of identification and/or we may telephone you to confirm you identity. To prevent or detect fraud or to assist in verifying your identify we may make searches of records at fraud prevention agencies who will supply us with information. We may also pass information to financial and other organizations involved in fraud prevention to protect ourselves and our customers from theft and fraud. If you give us false or inaccurate information, details will be passed to fraud protection agencies. Your personal and business information will be treated as confidential and only disclosed (a) at your request (b) to our agents in assisting us to make a decision and in managing your account (c) by order of the courts/law enforcement agencies. You are entitled to a copy of the information we hold about you by writing to us and requesting it. There is a fee for this service.



Due Diligence Due Diligence will be carried out on all business loan applications. As a minimum, and commensurate with the type of organization an application is from, as many as possible of the documents listed below should be provided to support applications. Where it is considered appropriate, other documentation may be requested: Memorandum and Articles of Association (Incorporated companies). Constitution or Governing Document (Unincorporated companies). Partnership agreement (Partnerships). Description and background to the organisation, including management structure and experience. An explanation of why funds are required. How much they want to borrow and if the loan does not cover the total cost of their project, how will the balance be funded? Where is the income coming from to make repayments on the loan? A business plan, including 2 years or projected profit and loss accounts, balance sheets and cash flows. Current year monthly/quarterly management financial information (including comparisons to budgets if possible) Audited accounts covering at least the last 18 months (where possible). Bank statements for the last three months. Current borrowings, loans, overdrafts. Details of all other financial commitments.



Responsibilities Business Lending Panel All final decisions on business lending applications will be assessed by the Premier Assets Management Securities Business Lending Panel. Lending Decision Process Application Prospective borrowers will be required to complete an application form supported by any and all available additional information/evidence, as listed above under ‘Due Diligence’. It is understood that not every applicant will be able to provide all of the documents listed. Acknowledgement of receipt of applications will be given by Premier Assets Management Securities. Appraisal All applications will, in the first instance, be reviewed by the General Manager. Applications will be scrutinized for compliance, accuracy of information and validity of supporting documentation. Where, for any reason outlined within the Premier Assets Management Securities Business Lending Policy, a loan cannot be made by Premier Assets Management Securities, the applicant will be notified as soon as possible. An interview is to be conducted with all applicants to: Elaborate on information contained in the application. Confirm due diligence compliance. Verify the loan purpose. Develop a financial understanding of the applicant. Make initial determinations of risk through establishing a personal relationship. Assist in making the decision to refer to the Business Lending Panel. Lending Panel In line with their Terms of Reference, the Business Lending Panel will Ensuring due diligence is completed. Making final decisions on all applications for Business Loans. Setting out the terms of all loan offers.



Fees A lending fee or arrangement charge will usually be levied on all Business Loans. This will typically be set at 0.003% of the loan as a Legalization and Stamp / Non Collateral Security cost client is over 10% of the cost upfront and 90% after loan is released. This condition is for $20Million and above. For $1Million to 19,999,999.00 will pay the total of 0.003% no deduction or later payment it must be upfront. Ie for sum of 20 M 10% = 2M x 0.3% = 6,000 We also expect you to complete the MOU (payable once funding has occurred). Management Information It is a condition of all Business Loans that Premier Assets Management Securities reserves the right to request management information from the borrower. Decision Making Criteria Lending decisions are based upon (although not exclusively) an assessment of: A review of the submitted & required documentation. The character and integrity of the individuals behind the company and liable for the finance. The ability of these individuals to manage/operate the company as planned, taking into account any training, personal development or mentoring which they will follow. How much the proprietor’s stake is. How much money (or money’s worth) the people who are running it have put into it or are going to put in. The company generating sufficient cash flow to repay the finance according to the proposed repayment schedule. Past trading performance of the business as evidenced by certified accounts and management information, and the financial probity of the owner(s) as revealed by the Credit Reference Search and any other information gathered. Consideration will be given to the adequacy of the overall finance package to generate the cash flow which will repay the Premier Assets Management Securities, Habib AG/ Crédit Agricole/Reliance Credit/ JP Bank/Deutsche Bank/Barclays Bank/Lloyd’s Bank and the reliability of all other providers of finance to the enterprise. Terms If a loan is offered, terms will depend on the individual



No upfront fees involved Our principles are ready to fund your project,pl send complete project details. Our principles funding at 2% interest rate ( with out hedging cost ).Debt, Equity,JV,Strategic investments also done depending up on company reputation and Promoters strength. 1. Consortium,First partner a investment banking company dealing in project finance as its core strength & has done successful programs for manufacturing, IT & infrastructure projects. The role of this company will be to source shovel ready projects, which needs funding or EPC. Second partner is the top real estate company they were also into joint venture with Siemens to produce semiconductors & exploring avenues in power projects. They have direct contract with top 3 investment companies from USA, which has earmarked 8.1 billion USD for the renewable projects in India post our prime minister Mr. Modi’s visit to USA.The role of this company will be to fund the project themselves or via these 3 investors. Third partner is a German EPC company, they have to their credit 1.4 GW implemented solar projects all across the globe, also have a subsidiary in India. The role of this company will be to do EPC for the solar projects. The consortium together will work on funding the power projects across India and other countries from Asia, South America and Europe. The EPC also will be done where ever it’s feasible. contact for funding your projects. 2. Our Principal Funding Group General Introduction: Our International Group operates as a global advisory organization of industry experts dedicated to providing executive management solutions in the fields of M&A, Restructuring and Expansion. Since 1998. + Operating in all five continents, over 50 countries, ca. 130 partners, through own companies and representative offices. + Provides tailored, specialized services - definition through implementation. + Synergetic approach the Group 5’P People, Process, Performance, Product, Profit and G (Growth) + Recognized by Swiss +OSEC / Switzerland Global Enterpri and Approved by bodies like the Irish Contact Ireland + Combination of entrepreneurial, managerial and leadership competencies, skills and understanding + In aspects of M&A Our group adopts an integral and advisory approach, with positive effect on the post-integration. In fact, we cover the whole value chain of the M&A and Funding operations + Joint Venture Agreements with Funds / Investment Bankers



Our group Key leaders worldwide* Presence in over 45 countries & 120 experts* 01.09.2014 Our group Financial Strategies + Debt Refinancing: Obtain Debt - Short Term & Long Term From US $ 10 Million to US $ 1 Billion + + Floating of Bonds + PIPEs (Private Investments in Public Companies) + Recapitalizations + Equity buy out + Project Financing + Provide Passive & Active Equity >From US $ 10 Million to US $ I Billion + + Debt & Working Capital Instruments for your expanding business + Bank Guarantees (BG) Stand by Letter of Credit (SBLC) & Letter of credit (LC). 3. Fortune Global 500 one of the leading company and main subsidiaries willing to funding projects along with EPC,if you are serious in your projects contact with Project Executive Summary. I must send the Project details to our different Principles as mentioned above,with out any details, executive summary our principles don't proceed further.


MOU Page 1 of 9

MEMORANDUM OF UNDERSTANDING, NON CIRCUMVENTION NON DISCLOSURE AND IRROVOCABLE MASTER FEE PROTECTION AGREEMENT, For Versatile Viridian 2014 Ltd This Memorandum of Understanding is made on the ____/____/2015 __________; a business duly registered in _________ with its principal office located at {“client”} do hereby confirm with full legal and corporate responsibility, under penalty of perjury, that client is ready, willing and able to appoint Consultants with good, clean and cleared commission of non-criminal origins and Versatile Viridian 2014 Ltd a business duly registered in England under company number 08799410 with its place of business located at Alexander Suite, Silk Point, Queens Avenue, Macclesfield, SK10 2BB England collectively Consultants,

RECITALS A. Client, a company is seeking to monetize a loan in the amount of ______________________Million and consultants have access through their international network of business contacts to sources of financing and funding. Client desires to give consultants a mandate to source financiers and/or funders on its behalf for 90 days. B. Consultants desire to accept such mandate and to perform all the provisions of this agreement. In consideration of the matters described above, and of the mutual benefits and obligations set forth in this agreement, the parties agree as In consideration of the matters described above, and of the mutual benefits and obligations set forth in this agreement, the parties agree as follows:


MOU Page 2 of 9

SECTION ONE A. Buyer submits this Memorandum of Understanding (MOU) with full banking Coordinates, and Client’s Information Sheet, Non-Solicitation Letter, Company Registration and Copy of the Signatory’s Passport. B. After completion of Seller’s “Due Diligence”, the Seller signs, stamps and returns by Fax/Email this agreement.

SECTION TWO DURATION

This agreement shall be in full force and effect until such time as the project has been fully funded, including any rollovers, extensions, renewals and additions to the original financing and/or funding amount. This Agreement shall remain valid and full force for ninety international banking days from the date of issue. After such time it shall expire. This Agreement, if unsigned, shall be rendered NULL and VOID.

SECTION THREE CONSULTANTS’ BEST EFFORTS

Consultants shall carry out their mandate on a best efforts basis and conform to the best of consultants’ ability with the rules, regulations, and instructions of client now in force or that may be adopted and emailed to consultants’ electronic address.


MOU Page 3 of 9

SECTION FOUR NON-DISCLOSURE AND NON-CIRCUMVENTION

WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations, are bound by a duty of confidentiality with respect to their sources and contacts. This duty is in accordance with the International Chamber of Commerce. WHEREAS the undersigned desire to enter a working business relationship to the mutual and common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-venture’s, trading partners, and other associated organizations (hereinafter referred to as “Affiliates”). NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows:

TERMS AND CONDITIONS

• The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this Agreement, without the express permission of the party who made available the source. • The parties will maintain complete confidentiality regarding each other business sources and/or their Affiliates and will disclose such business sources only to the named parties pursuant to the express written permission of this party who made available the source. • They will not disclose to any third party the names of any business source, mailing addresses, e-mail addresses, Skype addresses and/or telephone or fax numbers made available through this Agreement without the express permission of the party who made available the source. • They each recognize such contacts as being the exclusive property of the respective parties and they will not enter into any direct negotiations or transactions with such contacts revealed by the other party. • For the sake of this Agreement, it does not matter whether information was obtained from a natural or a legal person. The parties also undertake not to make use of a third party to circumvent this clause. • In the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue. • All considerations, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed. • This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable law in All Commonwealth Countries, European Union Countries, the United States of America, or under Swiss Law in Zurich. In the event of dispute, the arbitration laws of England and Wales will apply. • The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the Agreement shall perpetuate for five (5) years from last date of signing.


MOU Page 4 of 9

AGREEMENT TO TERMS • Signatures on this Agreement received by the way of fax, mail and/or E-mail shall be an executed contract. This Agreement is enforceable and admissible for all purposes as may be necessary under the terms of the Agreement. All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signature that they have full and complete authority to execute the document for and in the name of the party for which they have given their signature.

SECTION FIVE CONSULTANCY FEE

For finding sources of capital for the project and introducing client to private investors and/or lenders, arranging sources, syndication groups, private equity firms and the like, either directly or through a debt placement firm, client irrevocably and unconditionally agrees to pay consultants a consultancy fee equal to Two point Five Percent 2.5 (%) of any and all equity and/or debt on each and every Tranche, each and every Roll and each and every Extension; when financing successfully concluded between client and investors and/or lenders. Said consultancy fee is to be paid to consultants by wire transfer to consultants’ designated Paymaster’s bank account set out here below within three (3) days of client’s bank’s receipt of any and all equity and/or debt financing funds. The amount of commission payable shall specifically exclude any bank or other charges for bank instruments which will be charged by the relevant party. The "commissions or charges or fees for bank instruments are excluded and are not included within the commission to the "CONSULTANTS"


MOU Page 5 of 9

SECTION SIX CLIENT’S BANKING DETAILS

Bank Name : U.S. BANK Bank Address : International Payments 200 S. 6th Street, Minneapolis, MN Account Number : 105442496219 (Dxxwood) Account Name : SAFEFUNDS.COM, LLC (David Woodroof) SWIFT Code : USBKUS44IMT Beneficiaries : SAFEFUNDS.COM, LLC 420573086 USA (David Woodroof). Special Wire Instructions : A Pre-Advice must be sent by SWIFT prior to any Wire Transfer. All Wire Transfers shall incorporate the text message below and a copy of the Bank Wire Transfer slip shall be emailed to [email protected] and [email protected] legal verification documentation pursuant to relevant legislation / banking regulations with one original contract copy to be filed with the Bank. Required Text Message : The SWIFT text message covering all remittances shall clearly state the following: “OTHER BENEFICIARY INSTRUCTIONS DXXWOOD, CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON- CRIMINAL AND NON- TERRORIST ORIGINS, FOR SAME DAY SETTLEMENT”. Remitter is known to us. This is done with full banking responsibility. Special Wire Instructions : A Pre-Advice must be sent by SWIFT prior to any Wire Transfer. All Wire Transfers shall incorporate the text message below and a copy of the Bank Wire Transfer slip shall be emailed to [email protected] and to [email protected] legal verification documentation pursuant to relevant legislation / banking regulations with one original contract copy to be filed with the Bank. All sums payable under this agreement: (a) are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question (b) shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties). (c) If the "CLIENT" fails to make any payment due to "CONSULTANTS" under this agreement by the due date for payment, then without limiting CONSULTANTS" remedies under clause 5,"CONSULTANTS" may charge the "CLIENT" interest on the overdue amount at the rate of 12% per year above the base lending rate of [Barclays Bank Plc] from time to time else the maximum rate allowable by law if less than such rate. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The "CLIENT" shall pay the interest immediately on demand by CONSULTANTS.


MOU Page 6 of 9

SECTION SEVEN CONSULTANTS’ EXPENSES

All expenses for travelling, entertainment, office, clerical, office, and equipment maintenance, and general selling expenses that may be incurred by agent in connection with this agreement will be borne wholly by consultants. In no case shall principal be responsible or liable for such expenses.

SECTION EIGHT ELECTRONIC DOCUMENT TRANSMISSIONS

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Paymaster Agreement. As applicable, this Paymaster Agreement shall: 1. Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001), and 2. Be an ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Any Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the Parties from performing their respective obligations and duties under EDT instruments. of this MOU shall be governed by the laws of the England and Wales.

SECTION NINE PARTIAL INVALIDITY

The illegality, invalidity and non-enforceable provision of this document under the laws of any jurisdiction shall not affect is illegality, validity or enforceability under the law of any other jurisdiction or provision.

SECTION TEN ASSIGNMENT

This MOU shall be binding upon and inure to the benefit of the heirs and legal representatives of the beneficiaries in the event of their or disability. Neither Party may assign or delegate its interest or duties without prior written consent of the other Party The parties have executed this MOU on the day and year first above written.

SECTION ELEVEN Banking Information

Improper release of the above banking information, for any reason, without the written prior authorization of other party, shall be considered as a Breach of Contract and will make a defaulted party to be actionable for damages sustained hereby. Each party is not allowed to contact the other party's bank without expressed written permission. Any party attempting to do so will lead to cancellation of the transaction.


MOU Page 7 of 9

SECTION TWELVE SEVERABILITY

In the event that one of the articles or addendum of this Agreement is considered void and enforceable, the whole Agreement is considered enforceable and cease to exist. The Parties shall in good faith negotiate with any possible correction to the above even in order to prevent the dissolution of the entire Agreement.

SECTION THIRTEEN FORCE MAJEURE

Neither Party to this Agreement shall be responsible for Breach of Contract caused by an act of God, Civil Insurrections, Military War Operation or local Emergency – The Parties hereby accept the International Provision of the “FORCE MAJEURE” as defined by ICC 458, Publications, whichever relates to the Bank Guarantee issuance applies

SECTION FOURTEEN Agreement Execution

Each party to this Agreement represent that it has Full Legal Authority to execute this Agreement and that each party agrees to be bound by Terms and Conditions set forth herein each Party agrees that this Agreement may be executed simultaneously by and between Parties via Email or Facsimile Transmission which should be deemed as Original. All statements made by either party are under penalty of perjury

SECTION FIFTEEN BREACH OF REPRESENTATION

Client shall agree to indemnify and hold harmless, "CONSULTANTS" and its shareholders, directors, officers, agents, attorneys, employees, successors, and assignees from and against and all loss, damage , liability , cost and expense, including reasonable legal counsel fees incurred by reason of, or arising out of, or in common with: a. Any Breach of representation or warranty contained in this agreement; or b. Client’s failure to perform any obligation hereunder; or c. Any claim resulting from lender’s failure or refusal to fund client’s loan: or d. Any misrepresentation from third party sources who are involved with said project e. Termination of Prior agreements: in the event of a prior agreement between parties, all Prior Agreements are hereby terminated and are superseded by this agreement. The termination of any such Prior Agreement shall not affect the vested rights of the parties hereunder. Any provisions of any Prior Agreement (including without limitation representations, warranties, covenants, indemnities, and other obligations) which, under the terms of the Prior agreement or applicable law, would survive the termination of the Prior Agreement, shall continue to survive the termination of such Prior Agreement.


MOU Page 8 of 9

SECTION SIXTEEN DISCLAIMERS

(a) The "CONSULTANTS" is not licensed as a Financial Adviser or Securities Dealer as defined in the UK Financial Services and Market Act 2000, the USA Investment Advisers Act of 1940. Content is provided on a "Best Efforts" basis and is for educational purposes .Principals must perform their own "Due Diligence" on each other . Sender is not responsible for the current or future actions of the references shared . (b) The "CONSULTANTS" is not a U.S. Securities Dealer, Broker or Investment Adviser. This electronic transmission and or attached documents have not been verified or authenticated and are not to be considered a solicitation for any purpose in any form or content, nor an offer to sell and/or buy securities. The "CONSULTANTS" makes no warranties or representations as to the Buyer, Seller or Transaction and warns that all due diligence is the responsibility of the Buyer and Seller, if applicable. This response to the recipient's request for private information is intended for the recipient's private use only. Gramm-Leach-Bliley Act, 15 U.S.C. 6801-6809. (c) This is not a solicitation in any way for funds or the sale of any bank instruments or securities . The information contained within this agreement is not intended for distribution to or use by any person, entity, or resident in INDIA or any other jurisdiction or country where such distribution would be contrary to the laws or regulations of that particular country or jurisdiction and which would subject the sender to any registration requirement within that jurisdiction or country. (d) These Confidential communications are protected under Gramm-Leach-Bailey Act 15 USC, Subchapter 1, sections 6801-6809 and other laws addressing the disclosure of Non-Public Personal Information (e) The material enclosed is for informational purposes only and does not constitute an offer or solicitation to purchase any investment solutions or a recommendation to buy or sell securities nor is it to be construed as investment advice. Any examples are for illustrative purposes only and do not constitute financial recommendations or advice. You acknowledge that we are NOT a Broker, Finance Company, Financial Advisor or Licensed in any way, we are solely a Deals Facilitation Service that works with clients to assist them to implement a range of appropriate solutions directly with professional service providers. Our role is to connect people, assist in the removal of deal barriers and peer the right service provider with the right "CLIENT" so customers can achieve a likely successful conclusion. (f) In accordance with Articles 2 through 5 of the Due Diligence Convention and the Federal Banking Commission Circular of December 1998, and under the US Patriot Act of 2002, as amended in February 2003 concerning the prevention of money laundering and 305 of the Swiss Criminal Code, the following information may be supplied to banks and/or other financial institutions for purposes of verification of identity and activities of the "CLIENT" described below, and the nature and origin of the funds which are to be utilized. (g) The foregoing is subject to agreement by all parties to whom this information is provided that they are obligated to respect the privacy rights of the "CLIENT" and all individuals described herein, as well as the generally accepted professional standards relating to the maintenance of confidential information, and to take all appropriate precautions to protect the confidentiality of the information contained herein, This legal obligation shall remain in full force indefinitely without restriction.


MOU Page 9 of 9

SECTION SEVENTEEN ACCEPTANCE

Please confirm your acceptance of the terms of this Agreement by signing the acknowledgement on the attached copy of this Agreement and returning it to us. All signatories and initialling hereto acknowledge that they have read the foregoing Agreement and by their signature that they have full and complete authority to execute the document for and in the name of the party for which they have given their signature. Signing this and initialling agreement thereby binds his/her entire firm to its terms and conditions, The signatories represents that he/she is so authorized By signing in the space below and initialling each page you are agreeing to have any dispute decided by neutral arbitration as provided by English law. You are giving up your rights you might possess to have the dispute litigated in a court or jury trial and you are giving up your judicial rights to discovery and appeal. If you refuse to submit to arbitration after agreeing to this provision, you may be judicially compelled to arbitrate. Your agreement to this arbitration provision is voluntary. This agreement and relevant Information are confidential. You may not disclose them to any person other than the Vendor and your accountants, lawyers and other advisers and then only on a confidential basis and in connection with the Transaction. This agreement has been read and fully understood by me and I acknowledge this date having received a true copy. Any representation and warranties contained herein are true to the best of my knowledge, information, and belief. I understand the above terms and voluntarily enter into this legally binding contract. Receipt of a copy is hereby acknowledged. This agreement has been entered into on the date stated at the beginning of it at the top of page one Agreement Signatures Client Signature Client Name NAME: TITLE: PASSPORT #: ISSUED: EXPIRY:


Writing an Executive Summary Page 1 of 3

You can ask Svetland Parleva of Kim Group to do your ES, her email is [email protected]

She can cover many languages if needed

In a standard business plan with a standard executive summary, the first paragraph of your executive summary should generally include your business’s name, its location, what product or service you sell and the purpose of your plan.

Basically, the first paragraph is an introduction to what you—and your business plan—are all about. Another paragraph should highlight important points, such as projected sales and profits, unit sales, profitability and keys to success. Include the news you don’t want anyone to miss. This is a good place to put a highlights chart—a bar chart that shows sales, gross margin and profits (before interest and taxes) for the next three years. You should also cite and explain those numbers in the text.

If you’re looking for investment or a loan, say so in your executive summary. Specify the amount required, and in the case of an investment, specify the percent of equity ownership offered in return. (Leave loan details out of the executive summary.)

And if you’re shopping around for capital, your executive summary should be persuasive. Make your prospective investor want to keep reading; convince them to invest in your new business idea. The best way to do this is to include the seven key components of a pitch:

1. Problem

The most important thing is to identify a problem that is worth solving. If your product or service doesn’t solve a problem that potential customers have, you don’t have a viable business. Simple as that. The problem you solve doesn’t need to be earth-shattering—”there are no good ice cream shops in Portland” is a perfectly valid problem to solve with a business—but you need to identify it.

2. Solution

Once you’ve clearly defined the problem you’re solving, you need to explain your solution. A clear problem statement will help you focus your solution on solving that one problem, and not stretch the solution to solve multiple potential problems. Try to describe your product or service and how it functions as a solution in just a few sentences or bullet points.



3. Target Market

It’s always tempting to define a target market that’s as large as possible, but that does not make for a credible pitch. For example, if you want to open an ice cream shop in Portland, you might think your target market is “everyone in Portland who eats ice cream”. But what’s the personality of your business? Is your ice cream shop a kid-friendly place with lots of candy toppings and funny flavour names and maybe even a playground? Is it an artisan place with locally-produced ingredients and intriguing flavours like Raspberry-Habanero Sorbet? For the first ice cream shop, your target market is Portland-area families with young kids; for the second, your target market is Portland-area foodies.

Next you’ll need to do a little research to estimate how many people are in each target market segment you’re after. If you live in the US, the US Census site is an invaluable resource for this. The SBA site also has a great collection of links for market research. After you have some population data, try and estimate what an average person in each group currently spends each year on their current solution to the problem you are solving. Now, just multiply the number of people in your target market segment by how much they currently spend and you will have a realistic “market size” number or your target market. These numbers are critical and are part of any good pitch.

4. Competition

Every business has competition. Even if no one has come up with a solution similar to what you have come up with, your potential customers are solving the problem they have with some alternative. For example, the competitors to the first cars weren’t other cars but horses and walking. As you think about your competition and existing alternatives, think about what advantages your solution offers over the competition. Are you faster, cheaper, better? Why would a potential customer choose your solution over someone else’s?

5. Team

No matter how great or unique your solution is, if you don’t have the right people on board, you won’t be able to see it to fruition. Why is your team the right team? Explain how you and your business partner(s) are each uniquely qualified to execute your vision for this business, and why you are the right team to bring this business to success.

If you don’t have your entire team in place, that’s not a mark against you. The more important thing is to understand that you have gaps in your management team and that you need to find and hire the right people. Address any gaps you think you have, and explain your plan for filling them.

6. Financial Summary

Where does your revenue come from, and what are your expenses? If your business plan is developed enough that you have a detailed sales forecast and expense budget included, reference the numbers you have (and direct the reader to the correct page of your business plan’s financial summary in case they want to see more). If you don’t know your industry very well yet and are still assembling a detailed financial summary for your business plan, that’s okay—for a pitch, a detailed forecast and budget aren’t necessarily required. Explain your business model and detail how your business will earn revenue and what your expenses will be in operation.



7. Milestones Talking about upcoming milestones in your pitch makes your business a reality. Tell your reader about your upcoming goals and when you plan to achieve them. If you have already accomplished notable milestones, you should mention those. For example, if you are opening an ice cream shop, investors will want to know about your plans to sign a lease, design the interior and open for business. Or if you’ve invented a new medical device, prospective investors will want to know where you are in the clinical trial process. What steps have been accomplished and what’s the projected schedule for final approvals from the Government approved board? How Long Should An Executive Summary Be? Never waste words in an executive summary. Experts differ on how long an executive summary should be—some insist that it takes just a page or two, others recommend a more detailed summary, taking as much as ten pages, covering enough information to substitute for the plan itself—but although 50+ page business plans used to be common, investors and lenders these days expect a concise, focused plan. The best length for an executive summary is a single page. Emphasize the main points of your plan and keep it brief. You are luring your readers in to read more of the plan, not explaining every detail of your business. A helpful exercise in writing concisely is to try to make every point you want to make—such as the seven key elements of a pitch—in three sentences or fewer. Don’t confuse an executive summary with the summary memo. The executive summary is the first chapter in a business plan. The summary memo is a separate document, normally only 5–10 pages at most, which is used to substitute for the business plan with people who aren’t ready to see the whole plan yet. Executive Summary Format The standard executive summary format is about a page of writing, followed by easy-to-skim subsections that highlight your main points. These subsections are usually your financial chart—a bar chart that shows sales, gross margin and profits (before interest and taxes) for the next three years—followed by your main objectives (a numbered or bulleted list is best), your mission statement and your keys to success (i.e., what makes your business stand out from your competitors)


Executive Summary Mistakes Page 1 of 1

1. Cash Flow Casualness Most people think in terms of profits instead of cash. When you imagine a new business, you think of what it would cost to make the product, what you could sell it for, and what the profits per unit might be. We are trained to think of business as sales minus costs and expenses, which equal profits. Unfortunately, we don’t spend the profits in a business. We spend cash. So understanding cash flow is critical. If you have only one table in your business plan, make it the cash flow table 2. Idea Inflation Don’t overestimate the importance of the idea. You don’t need a great idea to start a business; you need time, money, perseverance, and common sense. Few successful businesses are based entirely on new ideas. A new idea is harder to sell than an existing one, because people don’t understand a new idea and they are often unsure if it will work. You don’t need a great idea to start a business; you need time, money, perseverance, and common sense. Plans don’t sell new business ideas to investors. People do. Investors invest in people, not ideas. The plan, though necessary, is only a way to present information. So make sure you’re ready to wow your prospective investors with your knowledge and leadership skills, and don’t expect your business idea—or the business plan you explain it in—to do the work for you. 3. Fear and Dread Doing a business plan isn’t as hard as you might think. You don’t have to write a doctoral thesis or a novel. There are good books to help, many advisors among the Small Business Development Centers (SBDCs), business schools, and there is software available to help you (such as LivePlan, and others). 4. Spongy, Vague Goals Leave out the vague and the meaningless babble of business phrases (such as “being the best”) because they are simply hype. Remember that the objective of a plan is its results, and for results, you need tracking and follow up. You need specific dates, management responsibilities, budgets, and milestones. Then you can follow up. No matter how well thought out or brilliantly presented, it means nothing unless it produces results 5. One Size Fits All Tailor your plan to its real business purpose. Business plans can be different things: they are often just sales documents to sell an idea for a new business. They can also be detailed action plans, financial plans, marketing plans, and even personnel plans. They can be used to start a business, or just run a business better. 6. Diluted Priorities Remember, strategy is focus. A priority list with 3-4 items is focus. A priority list with 20 items is certainly not strategic, and rarely if ever effective. The more items on the list, the less the importance of each. 7. “Hockey Stick Shaped” Growth Projections Sales grow slowly at first, but then shoot up boldly with huge growth rates, as soon as “something” happens. Have projections that are conservative so you can defend them. When in doubt, be less optimistic.


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