buyer’s · pdf filebuyer’s letterhead ... swift mt760, followed by hard ......

BUYER’S LETTERHEADR.W.A. /CONTRACT

(MEMORANDUM OF UNDERSTANDING)TO: : PROVIDERATT : CFODate : TUESDAY, 07 JUNE 2016VIA : MR. XXXXXXXXXXX Email : SUBJECT:ACQUISITION OF _______________ – MTNs 50 BILLION USD RAE 22+2 -10YR, TRANSACTION CODE: SELLERS CODE: BUYERS CODE:SECURITY CODE:

I, Mr. ____________________________, as authorized signatory for _______________________, and (or) its assigns or corporate representatives, under penalty of perjury, hereby confirm with full legal and corporate responsibility, that we are ready, willing and able to undertake for the exchange of the herein described Medium Term Notes (“MTNs”) derived from legal sources and of non-criminal origin through our banking resources under the terms and conditions stated herein, against clean, clear, good and of non-criminal United States Dollars.

BANK INSTRUMENT DESCRIPTION

Instrument: EURO-MEDIUM TERM NOTES (MTNs), senior unsubordinated bankdebentures (EMTNs) 322 with 144c exclusions and subject to the UniformCustoms and Practices for Documentary Credits, ICC Publication 400/500revised.

Issuing Bank: HSBC HK or any Top 25 BanksAge: FRESH CUTTerm: Ten (1) years and One (1) dayRating: S&P “AA” rated or betterCurrency: Euros Interest Rate: SIX POINT ZERO PERCENT (6.0%) COUPON RATE (PLEASE

CONFIRM CURRENT COUPON RATE)Contract Amount: Fifty Billion Euros (EUROS 50,000,000,000.00) with rolls and

extensions Price: 22+2% OF FACE VALUE (PLEASE CONFIRM CURRENT PRICING)First Tranche: Five Hundred Million Euros (EUROS 500,000,000.00)Subsequent Tranches: As per agreement between buyer and sellerTranche Frequency: As agreed between buyer and seller.Denominations: 100-500 million Euros (EURO) or as agreed between buyer and seller...Mode of Payment: POF by MT799Subsequent Purchases: As agreed between buyer and seller.Delivery: SWIFT MT760, followed by hard copies of instruments to be delivered by

Bank Courier within seven (7) banking days.

TRANSACTION PROCEDURES1. Buyer issues and delivers this fully signed LOI/MOU in English with full banking co-ordinates, of 25Buyer’s Initial: ____________ Seller’s Initial___________

BUYER’S LETTERHEADClient Information Sheet, Corporate Resolution, Passport Copy, Non Solicitation, FeeProtection Agreement.

2. Seller accepts and countersigns the LOI, making this a binding MOU (“Memorandum ofUnderstanding”), complete with Seller’s banking co-ordinates.

3. Within 48 Hours of receipt of countersigned LOI/MOU, Buyer’s bank sends Proof of Fund (POF)or BCL via swift MT 799 to the seller’s bank coordinate with copy of swift confirmation to sellersemail. Buyer also to document desired tranche schedule.

4. After verification of the funds by SWIFT MT799 and within 3 International Banking Days, sellerissues Buyer Screen-able Corporate Invoice to secure fax/email:_______________________________ for the amount of the first tranche, listing the name of theissuing bank, denominations, dates of issue, registration, ISIN/CUSIP numbers and any and allpertinent date including relevant screening codes to screen the instruments (SCREEN TOSHOW PRIVATE PLACEMENT – NO PRICE)

5. The Seller will then request the Issuing Bank to DELIVER the Medium Term Notes (MTNs) via

SWIFT MT 760 to the Buyer’s receiving bank.

6. Upon successful receipt, verification and authentication of the SWIFT MT 760, and acceptance

of the Medium Term Notes (MTNs), the Buyer’s bank send MT 103 to unconditionally transfer

the funds to the Seller’s bank within eight (8) banking hours.

Or

7. SBP Settlement Procedures shall follow to settle the invoice. The transaction will be completed

or the trenching schedule continued according to the LOI/MOU.

8. The transactions will be continuous according to the agreed upon tranching schedule until the

contract is consummated.

Any Unauthorized Bank Calls, Probes Or Communications, Or An Improper Solicitation Or Disclosure Involving Any Of The Banks Concerned In This Transaction Will Result Immediate Cancellation Of This Transaction And Subject The Violating Party To Damages.

RECITALS

THE BUYER MAY NOT CHANGE BANK COORDINATES AFTER THE SIGNING OF THIS MOU.BUT THE BUYER CAN CHANGE BANK COORDINATES WITH WRITTEN NOTICE TO THESELLER AFTER THE SELLER IS INFORMED ON CHANGING BANK COORDINATES. IF THEREIS NOT SUCH A WRITTEN NOTICE, THIS MOU BECOMES NULL AND VOID.

of 25Buyer’s Initial: ____________ Seller’s Initial___________

BUYER’S LETTERHEAD

ANY UNAUTHORIZED BANK CALLS, PROBES OR COMMUNICATIONS, OR AN IMPROPERSOLICITATION OR DISCLOSURE INVOLVING ANY OF THE BANKS CONCERNED IN THISTRANSACTION WILL RESULT IN IMMEDIATE CANCELLATION OF THIS TRANSACTION ANDSUBJECT THE VIOLATING PARTY TO DAMAGES.

COMMISSION

The commission if any shall be paid in accordance with the terms and conditions, which shallbecome an Annexure of this Agreement. After each and every successful transaction completedthis Commissions shall be paid to each paymaster who is responsible for distribution ofcommissions.

PRIVATE PLACEMENT

The Transaction described herein is for the TRANSACTION of Bank Instruments offered by theSeller to the Buyer, and is to be conducted as a private and confidential transaction between theprincipal parties. This Transaction constitutes a private placement for the transaction of theinstruments specified, is conducted between the parties identified herein, and shall not beinterpreted as a securities transaction as interpreted by the laws of any nation

ARBITRATION

The parties agree to settle any dispute arising between them in an amicable manner. In the eventof failure to an amicable settlement, the Parties agree to submit any irreconcilable matters to ICCoffice in Geneva, Switzerland, by three arbitraries appointed in accordance with ICC rules.

NON-CIRCUMVENTION/NON-DISCLOSURE

The parties hereto agree that Non-Circumvention and Non-Disclosure rules as specified by theICC, the latest edition, shall apply to this Transaction.

Except as required by law or as reasonably required in order to enable and execute the transactioncontemplated herein, the parties agree to maintain the confidentiality of all information and datarelating to the business of this transaction and each other, including, without limitation, economic,financial and/or personal information, disclosed, directly or indirectly, or disclosed by visualinspection, and shall not disclose such information and data to any third party without the priorwritten consent of the other party..

ELECTRONIC TRANSMISSION

Electronic transmission of individually initialed or signed pages of this Agreement and/oramendments hereto shall constitute a complete set of documents and shall be accepted as aninitialed and signed original document.


BUYER’S LETTERHEADGOVERNING LAWUpon the Seller signing and returning this document to the Buyer, this document shall become aFull Recourse Commercial Contract governed by the laws of the European Union. It is agreed bythe principals that where such laws may be in contradiction, the laws of the Swiss Confederation(“SWITZERLAND”) shall be used in arbitration.

FORCE MAJEURE

The Force Majeure Exception Clause of ICC Publication No 421 is hereby incorporated in, andmade an integral part of, this Agreement. Neither the Buyer nor the Seller shall be held responsiblefor the actions of third parties not under their direct control.

SEVERABILITY

If any provision of this Agreement, or the application thereof to any person or circumstance, shallfor any reason or to any extent be invalid or unenforceable, such invalidity or unenforceability shallnot in any manner affect or render invalid or unenforceable the remainder of this Agreement, andthe application of that provision to other persons or circumstances shall not be affected but, rather,shall be enforced to the extent permitted by law.

SUCCESSORS

This Agreement shall extend to and be binding upon the heirs, personal representatives,successors, and assigns of the parties hereto.

MODIFICATIONS

It is agreed by and between the parties hereto that only a written instrument signed by all of the parties may modify this Agreement.

WAIVER OF BREACH

The failure of either party to enforce for any time or for any period of time any of the provisions of this Agreement shall not be construed as a waiver of the right of such party thereafter to enforce each and every such provision.

COUNTERPARTS

This Agreement may be executed simultaneously in two or more counterparts, all of which togethershall constitute one and the same instrument and when so signed shall be deemed to bear the earliest date written below. It is further understood that fax or email copies of this Agreement shall be declared and considered to be as valid as their originals but the said copies should always be clear and legible.



LANGUAGE AND TRANSLATIONS

This Agreement is written in the English language and shall be deemed an original. The English language text of the Agreement shall prevail over any translation thereof.

WARRANTY OF AUTHORITY

The persons executing and delivering this Agreement on behalf of the parties represent andwarrant that each of them is duly authorized to do so and that the execution of this Agreement isthe lawful and voluntary act of the parties within their scope.

The Seller hereby attests that the Bank Instruments offered are unencumbered, clean and cleared,of non-criminal origin and will be Irrevocable, Transferable, Unconditional and Confirmed forPayment at maturity by the Issuing Bank.

VALIDITY OF PURCHASE FUNDS

The Buyer hereby attests that the funds used for the transaction of the Bank Instruments are unencumbered, clean and cleared, and are of non-criminal origin.

ENTIRE AGREEMENT

After confirmation by signature of all the undersigned parties this document shall constitute theentire Agreement between the parties. By their signatures below, the parties hereto agree to thegeneral terms and conditions of this Agreement and warrant one to the other their intention touphold the rights and obligations described herein.

This Agreement shall remain valid and in full force for seven (7) international banking days from the date of issue and if not executed, after such time it shall expire.

The parties agree that if the Buyer does not send POF or BCL by MT799 to the Seller’s Bank within 72 hours, this agreement automatically becomes NULL and VOID.

This offer is valid till ______________, 2015

This Agreement, if unsigned and incomplete, shall be rendered NULL and VOID.

Signed this agreement on this ___ day of _________________ 2015



For and on behalf of the Buyer: (Signature)

____________________________ Name: Mr. Passport No: Signing Date: Nationality: Phone No. : Mobile No.: Fax No. : E-mail:

For and on behalf of the Seller: (Signature)

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



BANKING INFORMATION

BUYER’S BANKING CO-ORDINATES:

BANK NAME : BANK ADDRESS : SWIFT CODE : BANK OFFICER : BANK PHONE : BANK FAX : ACCOUNT HOLDER : ACCOUNT NUMBER : IBAN :

SELLER’S BANKING CO-ORDINATES:

BANK NAME : BANK ADDRESS : SWIFT CODE : BANK OFFICER : BANK PHONE : BANK FAX : ACCOUNT HOLDER : ACCOUNT NUMBER : IBAN :



INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400 / 500 / 600)INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400 / 500 / 600)NON-CIRCUMVENTION, NON DISCLOSURE & WORKING AGREEMENT

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

TERMS AND CONDITIONSThe parties will not in any manner solicit, nor accept any business in any manner from sources ortheir affiliates, which sources were made available through this agreement, without the expresspermission of the party who made available the source and,The parties will maintain complete confidentiality regarding each other business sources and/ortheir Affiliates and will disclose such business sources only to the named parties pursuant to theexpress written permission of this party who made available the source, and,That they will not in any of the transactions the parties are desirous of entering into and do, to thebest of their abilities assure the other that the transaction codes established will not be affected.That they will not disclose names, addresses, e-mail address, telephone and tele-fax or telexnumbers to any contacts by either party to third parties and that they each recognize suchcontracts as the exclusive property of the respective parties and they will not enter into any directnegotiations or transactions with such contracts revealed by the other party andThat they further undertake not to enter into business transaction with banks, investors, sources offunds or other bodies, the names of which have been provided by one of the Parties to thisagreement, unless written permission has been obtained from the other party(ies) to do so.For the sale of this agreement, it does not matter whether information obtained from a natural or alegal person. The parties also undertake not to make use of a third party to circumvent this clause.That in the event of circumvention of this Agreement by either party, directly or indirectly, thecircumvented party shall be entitled to a legal monetary penalty equal to the maximum service itshould realize from such a transaction plus any and all expenses, including but not limited to alllegal costs and expenses incurred to recover the lost revenue.All considerations, benefits, bonuses, participation fees and/or commissions received as a result ofthe contributions of the parties in the Agreement, relating to any and all transactions will beallocated as mutually agreed.

This Agreement is valid for any and all transaction between the parties herein and shall begoverned by the enforceable law in All Commonwealth Country’s, European Union Country’s,USA Courts, or under Swiss Law in Zurich, in the event of dispute, the laws of the state of Utahwill apply first with the Salt Lake County as the court of venue. The signing parties hereby accept


BUYER’S LETTERHEADsuch selected jurisdiction as the exclusive venue. The duration of the Agreement shall perpetuatefor five (5) years from last date of signing.

AGREEMENT TO TERMSSignatures on this Agreement received by the way of Facsimile, Mail and/or E-mail shall be anexecuted contract. Agreement enforceable and admissible for all purposes as may benecessary under the terms of the Agreement.All signatories hereto acknowledge that they have read the foregoing Agreement and by theirinitials and signature that they have full and complete authority to execute the document for and inthe name of the party for which they have given their signature.

ACCEPTED AND AGREED WITHOUT CHANGE Electronic signature is valid and accepted as hand signature Accepted & Agreed by

A.) THE SELLER

Printed Name : Company : Designation : Passport No: Address : E-mail : Telephone : Mobile : Fax : Date :

SIGNATURE & SEAL

___________________________

B.) THE BUYER

Printed Name : Company : Designation : Passport No: Address : E-mail : Telephone : Mobile : Fax : Date : SIGNATURE & SEAL



NON-SOLICITATION STATEMENT

DATE:

To: THE SELLER

I, _________, AS AUTHORIZED SIGNATORY, DO HEREBY CONFIRM THAT I HAVEREQUESTED OF YOU AND YOUR ORGANIZATION, SPECIFIC CONFIDENTIALINFORMATION AND DOCUMENTATION ON BEHALF OF MYSELF REGARDING CURRENTLYAVAILABLE FUNDS EXCHANGE AGAINST MEDIUM TERM NOTES, TO SERVE MY OWNPERSONAL INTEREST ONLY.

I, AM HEREBY AGREEING THAT ALL INFORMATION RECEIVED FROM YOU IS IN DIRECTRESPONSE TO MY REQUEST AND IS NOT IN ANY WAY CONSIDERED, OR INTENDED TOBE A SOLICITATION OF FUNDS OF ANY SORT OR TYPE OF OFFERING, AND FOR MYGENERAL KNOWLEDGE ONLY. I HEREBY AFFIRM UNDER PENALTY OF PERJURY, THAT IHAVE REQUESTED THIS INFORMATION FROM YOU AND YOUR ORGANIZATION OF MYCHOICE ON MY FREE WILL AND FURTHER, THAT YOU HAVE NOT SOLICITED ME IN ANYWAY.

I HEREIN REPRESENT THAT I AM NOT AN INFORMANT, NOR AM I ASSOCIATED WITH ANYGOVERNMENT AGENCY SUCH AS SECRET SERVICE, IRS, FBI, CIA, SEC, BANKINGCOMMISSION, OR ANY AGENCY WHOSE PURPOSE IS TO GATHER INFORMATIONREGARDING SUCH OFFERING.

ANY INFORMATION, WORK OR SERVICE CONDUCTED HEREUNDER IS THAT OF APRIVATE INDIVIDUAL OR CORPORATION AND THIS TRANSACTION IS EXEMPT FROMSECURITIES ACT AND IS NOT INTENDED FOR THE GENERAL PUBLIC, BUT IS “JUST FORMY PRIVATE USE ONLY”.

For and on behalf of

_______________________________________Authorized Signature, Print Name: Title: Passport No/Country: Expire date:


BUYER’S LETTERHEADCORPORATE RESOLUTION

RE: TRANSACTION FOR THE PURCHASE OF MEDIUM TERM NOTES (MTNs).

THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF ______________ HAVING ITSADDRESS AT ___________________ [HEREAFTER “COMPANY”] ATTENDED A BOARD OFDIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELDON _____________, AT THE COMPANY’S ABOVE REFERENCED ADDRESS AT WHICHTHERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONSWERE UNANIMOUSLY ADOPTED, TO WIT:

RESOLVED:THAT ______________, _______ PASSPORT NUMBER ________ SHALL BE ANDHEREBY IS APPOINTED TO SERVICE AS DIRECTOR OF FINANCE OF THE COMPANYFULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE SOLE REPRESENTATIVE OF THECOMPANY TO EXECUTE ALL NECESSARY DOCUMENTS ON BEHALF OF THE COMPANY INCONNECTION WITH A BG TRANSACTION, AND TO EFFECT THE OPENING ANDOPERATION OF BANK ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THECOMPANY AT ANY BANK [S] HE SHALL SELECT, AND BE A SIGNATORY THEREON, TOACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS DISCRETION ANDDETERMINATION, AND TO EXECUTE INVESTMENT OR DEPOSIT CONTRACTS WITH HISSELECTED SOURCES AND BANKS WITH RESPECT TO THE COMPANY’S DEPOSITSTHEREIN, AT HIS DISCRETION, FOR AND IN THE BEST INTEREST OF THE COMPANY.

FURTHER RESOLVED: THAT ______________, CHAIRMAN AND CEO OF THE COMPANY, BEAND HEREBY IS AUTHORIZED AND DIRECTED TO CERTIFY THAT THE FOREGOINGRESOLUTIONS AND THE PROVISIONS THEREOF ARE IN CONFORMITY WITH THECHARTER, BY LAWS AND ARTICLES OF INCORPORATION OF THE COMPANY, AND THATTHE FOREGOING RESOLUTION AND THE AUTHORITY THEREBY CONVEYED SHALLREMAIN IN FULL FORCE AND EFFECT UNTIL THE PURPOSE SET FORTH HEREIN AREACCOMPLISHED.IT IS FURTHER CERTIFIED THAT THE FOREGOING RESOLUTIONS HAVE NEVER BEENABOVE NAMED DIRECTOR OF THE COMPANY HAS BEEN DULY ELECTED AND APPOINTEDTO HOLD OFFICE AND IS PRESENTLY HOLDING OFFICE AND IS EMPOWERED TO ACTFOR AND ON BEHALF OF THE COMPANY, AND THAT THIS CORPORATE RESOLUTION’SFAX OR PHOTOCOPIES SHALL BE OF EQUAL VALUE TO THEIR ORIGINAL AND SHALL BEACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES, EVERYWHERE.

IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANYIN CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS _______ DAYOF __________ OF 2015

______________________________ Print Name : Company : Title : Passport Number :


BUYER’S LETTERHEADCountry of issue :

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

1) Buyer’s Name :Business Address :Business Registration No. :Telephone :Facsimile :E-Mail Address :

2) Represented By :Nationality :Passport No. :Date if Issue :Date of Expiration :Date & Place of Birth :Address :Telephone and Mobile # :E-Mail Address :

Bank co-ordinates:

Name of Bank: :Bank address: :Bank Account Name :Bank Account Number:Bank SWIFT CODE:ROUTING NO:Bank Officer Name & TitleTel No.

3) Funds Information :Origin- :Are Funds clean and Clear? :Brief Corporate activities

Declaration: I hereby swear under penalty of perjury, that the information provided is both true andaccurate. I am the signatory on the aforementioned bank account. All monies engaged in this transactionare derived from non-criminal origin; and, are good, clean and cleared. The origins of funds are incompliance with Anti-Money-Laundering Policies as set forth by the Financial Action task Force (FATF)6/01.

______________________________ Print Name : Company : Title : CEO


BUYER’S LETTERHEADPassport Number : Country of issue : Day, xx Month, 2015

BUYER’S ENLARGED A4-PASSPORT COLOR COPY



BUYER CERTIFICATE INCORPORATION COPY (IF NOT AN INDIVIDUAL)



SELLER”S ENLARGED A4-PASSPORT COLOR COPY



SELLER CERTIFICATE INCORPORATION COPY



IRREVOCABLE FEE PROTECTION / IRREVOCABLE PAY ORDER

BUY/SELL INVESTMENT PROGRAMDate of Transaction:: Buyer's Transaction Code:Buyer’s Contracted Amount:Buyer’s First Tranche Amount:

Consultancy Fees : Two (2%) Percent of each Buy/Sell Transaction

PARTICULARS OF BANK INSTRUMENT:

Instrument: EURO-MEDIUM TERM NOTES (MTNs), senior unsubordinated bankdebentures (EMTNs) 322 with 144c exclusions and subject to the UniformCustoms and Practices for Documentary Credits, ICC Publication 400/500revised.

Issuing Bank: HSBC /BARCLAYS or any Top 25 BanksAge: FRESH CUTTerm: Ten (1) years and One (1) dayRating: S&P “AA” rated or betterCurrency: Euros Interest Rate: SIX POINT ZERO PERCENT (6.0%) coupon Contract Amount: Fifty Billion Euros (EUROS 50,000,000,000.00) with rolls and

extensions Price: 22+2% OF FACE VALUEFirst Tranche: Five Hundred Million Euros (EUROS 500,000,000.00)Subsequent Tranches: As per agreement between buyer and sellerTranche Frequency: As agreed between buyer and seller.Denominations: Ten (10), twenty-five (25), fifty (50), and one hundred (100) million

Euros (EURO) or as agreed between buyer and seller...Mode of Payment: POF by MT799/DVPSubsequent Purchases: As agreed between buyer and seller.Delivery: SWIFT MT760, followed by hard copies of instruments to be delivered by

Bank Courier within seven (7) banking days.

I,______________________,holderof___________PassportNo:______________, whose address is__________________________ , City___________Country______________is the Authorized Signatory ofPOF issued by_________ Bank, located at_______________________, under AccountNumber:___________ , in the amount EUROS_____ Hundred Million (EUROS 000,000,000.00)[Hereinafter the “Payer”] acting with full responsibility, hereby irrevocably and unconditionally, withoutprotest or notification, without prejudice, recourse, or delay, guarantee to pay the fees entitled to theConsultants listed on this document, via wire transfer, at the time of settlement of each transaction. This FeeAgreement is my irrevocable pay order to the consultants and is, and shall remain, an integral part of thecontract between the Signatory and the Trading Entity / Group. This pay order shall remain in effect until


BUYER’S LETTERHEADthis transaction, including any renewals, extensions and additions are fully completed. The meaning of theword “Fees” mentioned in this agreement is to be considered none other than “Consultancy Fees”.

I confirm that upon the execution of this “Fee Protection Agreement” this document is my Irrevocable PayOrder.

In recognition for the services rendered towards the completion of contractual formalities and thecommencement of the above referenced transaction, I, the undersigned Payer, hereby irrevocably andunconditionally, without protest, demand or delay, promise and guarantee to pay Consultancy Fees of TWOPERCENT (2%) of each buy/sell transaction, for the benefit of the Consultants being hereinafter called the“Beneficiary(ies)”. The said consultancy fees shall be paid upon the successful closing of each buy/selltransaction concurrently upon receipt of payment from the Buyer to the Seller. Further, the said consultancyfees shall be paid in good, clean, clear and unencumbered currency in EURO or USD whichever delivered,via wire transfer, to the designated Consultants’ PAYMASTER’S BANKING COORDINATES as shownbelow. I further authorize direct payment of this amount of TWO Percent (2%) to the Consultants asdescribed in this document below.

This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee Agreement-PayOrder” shall inure to the benefit of the beneficiaries and their respective heirs, administrators, successors andassigns, as the case may be, and shall be binding and enforceable upon us, our successors and assigns as thecase may be, until this transaction, including any renewals, extensions and additions are fully completed.

This Fee Agreement-Pay Order, if transmitted by facsimile or e-mail, shall be considered an original, legallyenforceable document.

Generally recognised International Standards of Non-Circumvention and Non-disclosure are applicable for aperiod of Five (5) Years from the date of this document or the last date of the contract including anyrenewals, extensions and additions are fully completed and we agree to respect those.

I hereby declare that I am fully aware that the information received from you is in direct response to myrequest and is not in any way considered or intended to be a solicitation of funds of any sort, or any type ofoffering, and is intended for my general knowledge only. I hereby affirm, under penalty of perjury, that Ihave requested information from you and/or your organization(s) by my choice and free will, and further thatyou have not solicited me in any way.

I understand that the contemplated transaction is strictly one of private placement and is in no way relyingupon or relating to the United States Securities Act of 1933, as amended, or related regulations, and does notinvolve the sale of securities. Further, I hereby declare I am not licensed brokers or government employeesand understand neither are you or your organization. I mutually agree that this private placement transactionis exempt from the Securities Act and is not intended for the general public and all materials are for our“PRIVATE USE ONLY”. Consultant is NOT an Advisor of any kind.

All negotiations, terms and conditions are between the principal parties and their respective legal counselonly. Both principal parties are responsible for the ramification of their own actions. It is specificallyunderstood by all parties and expressly stated that by receiving the herein said fees as provided herein, ThePaymasters and the named Consultants are only benefactors due fees from the client and held harmless fromany and all claims. The Paymasters are responsible to further distribute the fees to other intermediarieswithin their group without further reference to the Signatory.

The Consultants' Paymasters are further responsible to distribute the TWO PERCENT (2%) Fees received tointermediaries within their Group without further reference to the Signatory or Payer.


BUYER’S LETTERHEADParties to this agreement are independent contractors and all contemplated payments and/or disbursementshereunder are divided interests. Nothing in this agreement construes or creates a partnership oremployer/employee relationship between or among the parties hereto. All taxes, federal, state or other arethe independent responsibility of each of the parties hereto.

The above stated codes and any other identification codes, if applicable, shall remain the same and shall notbe changed until this transaction including any renewals, extensions and additions are fully completed and Iagree to respect those. This fee agreement is not related to or part of any other fee agreement and herebysupersedes all previous agreements, discussions and/or iterations, verbal or written of any kind whatsoever,related to the contemplated transaction. I authorize direct payment of this pay order from the master profitsdistribution account to the Consultants’ Paymasters as described in this document below.

This agreement shall be governed and interpreted in all respects in accordance with the laws of Switzerland.Any claim shall be settled through arbitration, and the process shall take place in Basel, Switzerland.

If any default in this agreement is committed by the Client, it is agreed herein by all parties that theconsultants shall be entitled to a minimum of TWO PERCENT (2%) earned from any transaction, contract oramount of BUY/SELL as a result of any circumvention or failure to pay the consultants fees. Lastly, theconsultants shall, in addition, have the right to pursue any and all remedies available in law or in equityincluding any and all legal fees.

Irrevocable Fee Protection / Irrevocable Pay order for Consultant Fees of TWO PERCENT (2%) from each and every tranche of this transaction, including any rolls or extensions.

CONSULTANTS’ PAYMASTER’S BANKING COORDINATES TO RECEIVE THE AGGREGATE SUM OF ONE PERCENT (1%) OF THE TOTAL COMMISSIONS FOR EACH BUY/SELL TRANSACTION WHICH IS CONSUMATED BY THE BUYER AND THE SELLER AS FOLLOWS:

1) SELLERS SIDE : 1% OUT OF 2% (CLOSED)- 1% OF TOTAL FACE VALUE - XXXXXX

This amount is payable to the designated Paymaster Bank Account, upon the closingof each and every tranche for the duration of the contract and including all rolls andextensions.BENEFICIARYBENEFICIARY PASSPORTBANK NAME

BANK ADDRESS

ACCOUNT NAME

ACCOUNT NUMBERAccount Signatory Name

SWIFT CODE

IBAN NO.

BANK OFFICER

BANK EMAIL


BUYER’S LETTERHEADBANK TELEPHONE/FAX

SPECIAL INSTRUCTIONS

PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRETRANSFER & EMAIL a notification immediately upon eachtranche transfer payment together with the transactions code/sXXXXXX to: xxxxxxxxxx

REQUIRED MESSAGE

ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDSARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN, ANDARE IMMEDIATELY PAYABLE IN CASH”

1) BUYER MANDATE AND HIS ASSOCIATES GROUP : 1% OUT OF 2% (OPEN)

- 1% OF TOTAL FACE VALUEPAYMASTER 1 – XXXXXXXXXXX – 1% OPEN

This amount is payable to the designated Paymaster Bank Account, upon the closing of each andevery tranche for the duration of the contract and including all rolls and extensions.

BENEFICIARY

BENEFICIARY PASSPORT

BANK NAME

BANK ADDRESS

ACCOUNT NAME

ACCOUNT NUMBERAccount Signatory Name

SWIFT CODE

IBAN NO.

BANK OFFICER

BANK EMAIL

BANK TELEPHONE/FAX

SPECIAL INSTRUCTIONS

PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRETRANSFER & EMAIL a notification immediately upon eachtranche transfer payment together with the transactions code/sXXXXXX to: xxxxxxxx

REQUIRED MESSAGEALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDSARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN,AND ARE IMMEDIATELY PAYABLE IN CASH”


mailto:[email protected]

BUYER’S LETTERHEADNOTE: Please send an advance copy of any Bank Disbursement Order and written verification of any bank wire transfers by Facsimile transmission, sent to Consultants' Paymaster EMAIL. .

CONFIDENTIALITY: It is fully understood that the commerce contemplated between the parties hereto is absolutely CONFIDENTIAL! The Specific Terms and conditions of this document shall be held as a private and privileged and strictly confidential by all parties named herein and by all consultants of the said fees at all times and shall not be disclosed to any third party except those persons directly involved with the closing of the transactions herein contemplated. Each party further agrees to be bound by the provisions of HR3723 regarding the disclosure of “Trade Secrets” and to the criminal and civil penalties for violation of such law.

NOTICE: THE President of the United States of America, having signed H.R. 3723 on October 11, 1996,has protected this transaction by allowing corporations the right to declare their contracts, clients, internalprocedures and information, and the TRANSACTIONS they engage in as a corporate or trade secret fullyprotected under the economic and industrial community. The names, identities, bank coordinates and otherIDENTIFYING information of persons or entities that are party to this TRANSACTION, contained herein,or learned hereafter, shall be a corporate trade secret that shall not be disseminated other than as provided forherein, or as allowed under applicable law. Any unauthorized disclosure of their private transaction, partiesto or other material FACT of, shall subject violator (s) to criminal prosecution. This facsimile is intended forthe named person, or corporation to whom it is sent.

If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule orotherwise, the remainder of this Agreement shall not be affected thereby and shall remain in full force andeffect as if the invalidated provision had not been included herein.

I,__________________________, of abovementioned address, Holder of____________Passport Number:___________________issued (date)______________ ,acknowledge that I have read and have had adequatetime and opportunity to consult with my legal counsel of choice prior to the execution of this document. Ifully understand the legal rights and obligations in connection therewith and having had such legal advice,have executed this document freely and without reservation Under penalty of Perjury.

I, the undersigned parties have caused this agreement to be duly executed. I consider this executed agreementlegally binding. This Document is signed as a free act. By setting forth my hand below I warrant I have thecomplete understanding and authority to enter into THIS FEE AGREEMENT.

This Agreement shall be governed by and will be construed in accordance with the Laws of, The UnitedKingdom, the European Union and Switzerland.

This Agreement is in Six (6) Pages including this page. This Agreement duly executed and agreed to this __th day of ______________________, 2011.

AGREED TO AND ACCEPTED BY WITNESSED BY:


BUYER’S LETTERHEAD_____________________________________ _____________________________Name: Name:

TITLE: TITLE:PASSPORT NUMBER: PASSPORT NUMBER:COUNTRY OF ISSUE: COUNTRY OF ISSUE:DATE OF ISSUE: DATE OF ISSUE: EXPIRY DATE: EXPIRY DATE:

EDT ( Electronic document transmissions )

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of anyprovisions of this Contract. As applicable, this agreement shall be:-1- Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National CommerceAct’’ or such other applicable law conforming to the UNCITRAL Model Law on ElectronicSignatures (2001) and 2- ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted bythe United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). 3- EDT documents shall be subject to European Community Directive No. 95/46/EEC, asapplicable. Either Party may request hard copy of any document that has been previouslytransmitted by electronic means provided however, that any such request shall in no manner delaythe parties from performing their respective obligations and duties under EDT instruments.

For and on behalf of the Buyer: (Signature)

____________________________ Name: Mr. Passport No: Signing Date: Nationality: Phone No. : Mobile No.: Fax No. : E-mail:



POF VIA - EXHIBIT “” VIA MT799 SWIFT

ACCEPTABLE DRAFT OF POF VIASWIFT INPUT: MT 799REGARDINGTRANSACTION CODE: …………………………………….

POF via MT-799SENDER:BANK:BANK OFFICER:PHONE NUMBER:FAX NUMBER:S.W.I.F.T. CODE:ACCOUNT NUMBER:ACCOUNT HOLDER:BY THE ORDER OF:

RECEIVER: XXXXXBANK NAME: XXXXXXXXBANK ADDRESS: XXXXXX SWIFT CODE : XXXXXXXXACCOUNT NAME: XXXXXXXXXXACCOUNT NUMBER: XXXXXXBANK OFFICER: XXXXXXXXXBANK TELEP NO.: XXXXXXXX DATE OF ISSUE;DATE OF EXPIRE:TRANSACTION CODE:NARRATIVE: WE, ____________ BANK NAME____________REPRESENTED BY THE UNDERSIGNED OFFICERS HEREBY OPEN OUR IRREVOCABLE, ASSIGNABLE, TRANSFERABLE, CONFIRM-ABLE AND CONDITIONAL BANK PAYMENT ORDER IN FAVOR OF ……………………. FOR THE THE SUM OFXXXXXXXXXXX DUE 90 DAYS FROM THE DATE OF THE TRANSMISSION OF THIS SWIFT WHICH IS:____ (DATE) OR UNTIL THIS TRANSACTION IS COMPLETED WHICHEVER ONE COMES FIRST.THIS INSTRUMENT WILL REMAIN VALID UNTILL THE END OF THIS TRANSACTION.

PAYMENT IS AVAILABLE ON THE BENEFICIARY'S FIRST WRITTEN DEMAND VIA BANK WIRE TRANSFER UPON THE SUCCESSFUL COMPLETION OF THE TRANSACTION AS CONTAINED INTRANSACTION CODE NO:XXXXXXX WE ALSO CONFIRM THAT PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS ARE ACCEPTABLE. WE, ENGAGE WITH YOU THAT THE DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS IRREVOCABLE, CONDITIONAL BANK PAYMENT ORDER SHALL BE DULY HONORED ON THE PRESENTATION TO US.


BUYER’S LETTERHEADTHIS IRREVOCABLE, CONDITIONAL BANK PAYMENT ORDER IS SUBJECT TO UNIFORM CUSTOM AND PRACTICE FOR DOCUMENTARY CREDIT (1993 EDITION) I.C.C. PUBLICATION NUMBER 500. THIS BANK PAYMENT GUARANTEE IS CASH-BACK AND IT SHALL EXPIRE ON:…. FOR AND ON BEHALF OF …………………(FULL NAME AND ADDRESS OF ISSUING BANK) END OF TRANSMISSION:

BANK OFFICER (1) BANK OFFICER (2)

NAME: NAME:TITLE: TITLE:PIN:

THIS PAYMENT ORDER WILL BE SEND BY SWIFT MT799 BANK TO BANK MAXIMUM 48 HOURSAFTER RECEIPT OF THIS SIGNED CONTRACT WITH COURTESY COPY TO THE SELLER.


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