Buy Sell MTN Medium Term Notes Contract With Pre Advice

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JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-

TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012

EXCLUSIVE LETTER / RWA


TO: Provider

I, SELLER XXXXXXXXXXXXXXXX, WITH Country of Issue PASSPORT # XXXXXXXXXX, ACCOUNT


HOLDER AND AUTHORIZED SIGNATORY, HEREBY CONFIRM WITH FULL LEGAL AND
CORPORATE RESPONSIBILITY, THAT WE ARE READY, WILLING AND ABLE TO UNDERTAKE FOR
THE EXCHANGE OF THE HEREIN DESCRIBED MEDIUM TERM NOTES (“MTN”) 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 EUROS.

WHEREAS, the Beneficiary desires to receive a collateral facility from the Provider, in form of
MEDIUM TERM NOTES (MTN), for the purpose to secure working capital and proper
management of his daily business, and further confirms with full corporate and legal
responsibility that sufficient funds are available to cover the costs of the said credit facility.

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

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

SELLER BUYER BUYER 1 / 19


JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012
INSTRUMENT DESCRIPTION:

Instrument Type: MEDIUM TERM NOTES (“MTN ) BANK


Term: One (X) year and one (X) day
Age: Seasoned MTN, Slightly Seasoned MTN
Issuing Bank: Deutsche Bank AG, HSBC, Barclays-UK or another TOP 50 BANK with an
S & P rating of ‘AA’ or better
Interest Rate: XXXXXX (X%)
Price: XXXX (XX%) plus Two Percent (2%)
Currency: EURO OR USD DOLLAR
Contract amount: EUR 5 Billion (€5,000,000,000.00) Min. to 50
Billion (€ 50,000,000,000.00) with R and E
First Tranche: EUR 500 Million (€ 500,000,000.00)
Denominations: € 500 MILLION or by request.
Consultant Fees: Buyer and Seller Sides Share Two Percent (2%) Equally. (1+1)
Delivery: Pre-Advice First SWIFT via MT-199 or MT-799, MT-760 to Buyer’s bank
with Hard Copy to follow in seven (7) banking days by bank bonded
courier.
Payment: By unconditional SWIFT Wire Transfer – MT-103.

TRANSACTION PROCEDURES:

1. The SELLER issues and delivers a fully signed SCO SOFT CORPORATE OFFER TO SELL, (
CLOSED ) FROM BUYER PARTNER : JOSE ALBERTOPEREZ MOLINA BD-979929 SPAIN this
document (hereinafter referred to as the ”Agreement”) directly to the BUYER PARTNER
with full banking details, OWNER POP for the first tranche only and the following
documents Client’s Information Sheet, Irrevocable Fee Protection Agreement covering
all identified beneficiaries for both sides, clear color copy of the SELLER Signatory’s
passport and Certificate of Incorporation.
2. BUYER countersigns this Letter of Intent (LOI) with completed banking coordinates and
returns to the SELLER for his records and necessary further processing. And POF/CASH
CITIBANK MANILA.
3. The Seller sends RWA or Pre-Advise via SWIFT MT 199 or 799 to the Buyer’s bank. the
seller’s bank providing CUSIP/Registration numbers, ISIN numbers, Term, Text of
Instruments, Denominations, Name(s) of Issuing Bank(s), Date of Issue, Date of Maturity,
and all pertinent data necessary for the Buyer’s bank to authenticate and validate the
data of the instrument via Euro clear or DTC or Bloomberg screens, including an official
covering letter from the Seller’s bank to deliver the instruments via mt 760. A courtesy
copy of MT 199/799 shall send to Buyer partner by e-mail.
bancofinancieroprivado@gmail.com , ambassador@embassy-org.es
4.
5. it is analyzed and values the mtn as its quotation record/historical and new rate. the
price is accepted or the bank is refuted by new pronounced value pro.

SELLER BUYER BUYER 2 / 19


JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012
6. Upon receipt and confirmation/validation/study/evaluate and to confirm the price of
Pre-Advise via SWIFT MT 199 or MT 799, the Buyer shall deliver ADMINISTRATIVE
BLOQUED FUNDS B2B to the Seller’s designated bank within 48 hours.
7. Within 48 banking hours upon satisfactory verification of SWIFT from Buyer, Seller shall
cause the Issuing bank to send the MTN via Swift MT760 in favor of the Buyer assigned
beneficiary to the Buyer’s bank providing CUSIP/Registration numbers, ISIN numbers,
Term, Text of Instruments, Denominations, Name(s) of Issuing Bank(s), Date of Issue,
Date of Maturity, and all pertinent data necessary for the Buyer’s bank to authenticate
and validate the data of the instrument via Euro clear or DTC including an official
covering letter from the Seller’s bank to deliver the instruments. A courtesy copy of
MTN’s MT760 shall send to Buyer partner by e-mail. bancofinancieroprivado@gmail.com
, ambassador@embassy-org.es
8. Upon receipt and confirmation of the SWIFT MT-760 from the Seller's bank, and within
Three (3) banking days, the Buyer's bank releases funds via MT103 unconditionally to the
Seller’s assigned fund receiving bank Account.
9. Simultaneously, the Buyer shall effect payment to all the identified intermediaries
according to the Fee Protection Agreement without delay. And the seller’s
intermediaries should be contained in the Seller’s assigned fund receiving bank Account.
10. the procedure recurs/repeat, for the roll and extensions
11. Any unauthorized calls by any party or its representative lawyers to probes or
communication in an improper way to bank(s) in this transaction shall be prohibited and
contract terminated.
12. This Letter of Intent is a full recourse commercial commitment governed by the Law of
the jurisdiction that both parties reside and standards under ICC Regulation.

13. SANCTIONS (NON PERFORMANCE)

After this contract is signed by both Seller and Buyer, and copies exchanged electronically or
otherwise by a delivery service, failure to follow the closing procedure in time and form
herein is considered breach of this contract and puts the failing party in default position to
pay a onetime penalty fee of 2% of the first tranche of the contract to the suffering Party.

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

NOTICE: THIS IS A PRIVATE SALE BETWEEN TWO ENTITIES AND IS NOT TO BE CONSTRUED AS AN OFFER
OF FUNDS NOR A SALE OF SECURITIES AS DEFINED IN THE SECURITIES ACT OF 1933/34.

SELLER BUYER BUYER 3 / 19


JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012
SELLER’S BANKING CO-ORDINATES TO ISSUE MEDIUM TERM NOTES:

BANK:
BANK ADDRESS:
BANK OFFICER:
TELEPHONE:
FAX:
ACCOUNT NAME:
ACCOUNT NUMBER:
ABA ROUTING:
SWIFT:
FOR THE BENEFIT OF:

SELLERS BANKING CO-ORDINATES TO RECEIVE FEES:

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

BUYER’S BANKING CO-ORDINATES TO ISSUE FEES:

BANK:
BANK ADDRESS:
BANK OFFICER:
TELEPHONES:
FAX:
ACCOUNT NAME:
ACCOUNT NUMBER:
SWIFT:
FOR THE BENEFIT OF:

BUYERS BANKING COORDINATES TO RECEIVE INSTRUMENT:

BANK:
BANK ADDRESS:
ACCOUNT NUMBER:
ACCOUNT NAME:
SWIFT:
BANK OFFICER:
TELEPHONE:
SELLER BUYER BUYER 4 / 19
JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012
FAX:

FOR AND ON BEHALF OF and ACCEPTED BY THE BUYER, XX MARCH, 2012:

________________________________________
NAME:
TITLE:
PASSPORT NO:
PLACE OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRATION:
NATIONALITY:

FOR AND ON BEHALF OF and ACCEPTED BY THE SELLER, XX MARCH, 2012:

________________________________________
NAME:
TITLE:
PASSPORT NO:
PLACE OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRATION:
NATIONALITY:

CLIENT INFORMATION SUMMARY

1. Date of Submission XX MARCH, 2012


2. Name of Company

SELLER BUYER BUYER 5 / 19


JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012
3. Client Name (Signatory)
4. Passport NO:
5. Country of Residence
6. Passport Issue Date
7. Passport Expiry Date
8. Date of Birth (Place)
9. Address

10. Mobile Tel Number

11. Clients Email Address

12. Do you speak English?


13. Business Name
14. Business Address
15. Registered Office Domicile
16. Business Tax ID Number
17. Years in Business
18. Registration Number
19. Country / State of Incorporation
20. CELL Number
21. Legal Mandate and Advisor Mail Address

22. Address for Mail Delivery

23. Address for Courier Delivery

24. Bank Name

SELLER’S BANKING COORDINATES


Bank Name:
Bank Address:
Bank Officer:
Telephone:
Fax:
Account Name:
Account Number:
ABA Routing:
SWIFT:
For the benefit of:
SIGNATORY:

Acknowledgement and Attestation:

SELLER BUYER BUYER 6 / 19


JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012

Declaration: I/we swear under penalty of perjury, the information given herein is both true
and accurate. I am the signatory on the aforementioned bank account. All monies engaged
in this transaction are derived from non-criminal origin, and are good, clean and cleared
funds, including free and clear of liens and encumbrances. The origin of funds and assets are
in full compliance with Anti-Money-Laundering Policies as set forth by the Financial Action
Task Force (FATF) 6/01.

FOR AND ON BEHALF OF and ACCEPTED BY THE BUYER, XX DECEMBER, 2011:

________________________________________
NAME:
TITLE:
PASSPORT NO:
PLACE OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRATION:
NATIONALITY:

BUYER PASSPORT COPY

“I certify that this is a true copy of my original Passport”

FOR AND ON BEHALF OF and ACCEPTED BY THE BUYER, XX MARCH, 2012:


________________________________________
NAME:
TITLE:
PASSPORT NO:
PLACE OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRATION:
NATIONALITY:

SELLER PASSPORT COPY

SELLER BUYER BUYER 7 / 19


JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012

Signature Page Continued

“I certify that this is a true copy of my original Passport”

FOR AND ON BEHALF OF and ACCEPTED BY THE SELLER, XX MARCH, 2012:

______________________________
NAME:
TITLE:
PASSPORT NO:
PLACE OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRATION:
NATIONALITY:

SELLER BUYER BUYER 8 / 19


JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012
CONDITIONS:

This Agreement is a FULL RECOURSE COMMERCIAL COMMITMENT governed by the laws of


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

The FORCE MAJEURE exception clause of the International Chamber of Commerce (I.C.C.
Publication #421) and NON-CIRCUNVENTION AND NON-ELUSION & WORKING AGREEMENT,
is hereby incorporated in and made an integral part of this document.

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

This transaction is not intended to be nor shall be interpreted as a securities transaction as


defined by the U.S. Securities Act of 1933/1934 or as amended by law or any other nation.

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

FOR AND ON BEHALF OF and ACCEPTED BY THE BUYER, XX MARCH, 2012:

________________________________________
NAME:
TITLE:
PASSPORT NO:
PLACE OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRATION:
NATIONALITY:

SELLER BUYER BUYER 9 / 19


JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012
NON-CIRCUMVENTION AND NON-DISCLOSURE

ALL PARTIES DO HEREIN AGREE THAT THE NON-CIRCUMVENTION AND NON-DICLOSURE


RULES (NCND) OF ALL ISSUES FROM THE ICC 500 APPLY TO THIS TRANSACTION FOR A
PERIOD OF FIVE (5) YEARS FROM DATE OF EXECUTION OF THIS AGREEMENT BY THE
UNDERSIGNED, HIS OR HER ASSIGNS, AGENTS AND/OR HEIRS. THIS NCND ALSO APPLIES TO
ANY AND ALL OTHER TRANSACTIONS DIRECT OR INDIRECT INITIATED BY THESE
INTERMEDIARIES. THE UNDERSIGNED AGREES THAT THIS FEE PROTECTION IS ASSIGNABLE
AND TRANSFERABLE TO THE BENEFICIARIES, DESIGNS, HEIRS AND ASSIGNS UPON WRITTEN
NOTICE OF ALL PARTIES, AND SHALL NOT BE AMENDED WITHOUT THE EXPRESS WRITTEN
CONCENT OF THE PARTIES. IF NO CONTRACT IS COMSUMMATED, THIS FEE PROTECTION
AGREEMENT IS NULL AND VOID IN ITS ENTIRETY.

ALL DISCLOSED BANKING INFORMATION SHALL BE STRICTLY CONFIDENTIAL. NO


COMMUNICATION BETWEEN BANKING OFFICERS. OTHER THAN TRANSMISSION BY SWIFT
WIRE TRANFER AND ANY OTHER TRANSMISSION SPECIFICALLY AUTHORIZED BY THE
BENEFICIARIES, IS PERMITTED. ALL COMMUNICATION SHALL CLEARLY REFERENCE THE
TRANSACTION CODE, THE SELLER’S CODE AND THE BUYER’S CODE REFERRED TO HEREIN.
SHOULD A CONTRACT BE SIGNED BETWEEN THE SELLER AND BUYER, A BANK ENDORSED
CORPORATE PAY ORDER WILL BE ISSSUED TO THE PAYMASTER OF EACH GROUP, FOLLOWED
BY A SWIFT WIRE TRANSFER TO THE PAYMASTER’S ACCOUNT, WHEN PAYMENT FOR THE
BANK INSTRUMENT IS COMPLETED. AN EXECUTED FACSIMILE OR EMAIL COPY SHALL BE
DEEMED TO BE AS AN ORIGINAL.

EXECUTED XX MARCH, 2012, FOR AND ON BEHALF OF and ACCEPTED BY THE BUYER,

________________________________________
NAME:
TITLE:
PASSPORT NO:
PLACE OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRATION:
NATIONALITY:

NON-SOLICITATION LETTER
SELLER BUYER BUYER 10 /
19
JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012

I, Buyer XXXXXXXXXXXXX, with country PASSPORT # XXXXXXXXXXX, do hereby confirm that I


have requested of you and your associates, specific confidential information and
documentation regarding a currently available Private Placement Program to serve for our
interest, purposes and understanding only, and not for further distribution. We are hereby
agreeing to keep all information received by you as STRICLY CONFIDENTIAL AND
PROPRIETARY.

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

I understand that the completed transaction is strictly one of private placement, and that it
is in no way relying upon or relating to the United States Securities Act of 1933/34 or related
regulations, and it does not involve the sale of registered securities.

Further, I hereby declare that I am not a licensed broker or government employee. I have
mutually agreed that this private placement transaction is exempt from the Securities Act,
and is not intended for the general public, and all matters are for PRIVATE USE ONLY Agreed
and Accepted by the BUYER:

EXECUTED XX MARCH, 2012 FOR AND ON BEHALF OF and ACCEPTED BY THE BUYER,

________________________________________
NAME:
TITLE:
PASSPORT NO:
PLACE OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRATION:
NATIONALITY:

NON-SOLICITATION LETTER

SELLER BUYER BUYER 11 /


19
JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012
I, SELLER XXXXXXXXXXXXX, with country PASSPORT # XXXXXXXXXXX, do hereby confirm that I
have requested of you and your associates, specific confidential information and
documentation regarding a currently available Private Placement Program to serve for our
interest, purposes and understanding only, and not for further distribution. We are hereby
agreeing to keep all information received by you as STRICLY CONFIDENTIAL AND
PROPRIETARY.

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

I understand that the completed transaction is strictly one of private placement, and that it
is in no way relying upon or relating to the United States Securities Act of 1933/34 or related
regulations, and it does not involve the sale of registered securities.

Further, I hereby declare that I am not a licensed broker or government employee. I have
mutually agreed that this private placement transaction is exempt from the Securities Act,
and is not intended for the general public, and all matters are for PRIVATE USE ONLY Agreed
and Accepted by the SELLER:

EXECUTED XX MARCH, 2012 FOR AND ON BEHALF OF and ACCEPTED BY THE BUYER,

________________________________________
NAME:
TITLE:
PASSPORT NO:
PLACE OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRATION:
NATIONALITY:

IREVOCABLE MASTER FEEE PROTECTION AGREEMENT


(Paymaster information subject to Buyer Approval)

INSTRUMENT DESCRIPTION:

SELLER BUYER BUYER 12 /


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JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012
Instrument Type: MEDIUM TERM NOTES (“MTN ) BANK
Term: XXXXXX (X) XXXXXXXXX (X) day
Age: Seasoned MTN, Slightly Seasoned MTN
Issuing Bank: Deutsche Bank AG, HSBC, Barclays-UK or another TOP 50 BANK with an
S & P rating of ‘AA’ or better
Interest Rate: XXXXX (X%)
Price: XXXXX (XX%) plus XXXXXXXXX (1%)
Currency: EURO OR USD DOLLAR
Contract amount: EUR 5 Billion (€5,000,000,000.00) Min. to 50
Billion (€50,000,000,000.00) with R and E
First Tranche: EUR 500 Million (€500,000,000.00)
Denominations: € 500 MILLION or by request.
Consultant Fees: Buyer and Seller Sides Share Two Percent (2%) Equally. (1+1)
Delivery: Pre-Advice First SWIFT via MT-199 or MT-799, MT-760 to Buyer’s bank
with Hard Copy to follow in seven (7) banking days by bank bonded
courier.
Payment: By unconditional SWIFT Wire Transfer – MT-103.

I, Buyer/Payer XXXXXXXXXXXX, with country PASSPORT # XXXXXXXXXXX,


Irrevocably and unconditionally, without protest, demand or delay, promise and guarantee
to pay Consultancy Fees of Two Percent (2%) of the face value of the instruments, for the
benefit of the consultants being hereinafter called collectively the “beneficiaries” and
individually a “Beneficiary”.

The said Consultancy Fees shall be paid upon the successful closing of each and every
tranche concurrently with each payment of the instruments purchased by us. Further, the
said consultancy fees shall be paid in good, clean clear and unencumbered Euros/Dollars and
delivered, via wire transfer, to your designated trust/bank account coordinates.

SELLER BUYER BUYER 13 /


19
JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012
This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee
Agreement-Pay Order” shall endure to the benefit of the beneficiaries and their respective
heirs, administrators, successors and assigns, as the case may be, and shall be binding and
enforceable upon us, our successors and assigns as the case may be, until this transaction,
including any renewals, extensions and additions are fully completed.

This Fee Agreement-Pay Order, if transmitted by facsimile or electronic mail shall be


considered an original, legally enforceable document.

Generally recognized International Standards of Non Circumvention and Non-disclosure are


applicable for a period of Five Years from the date of this document or the last date of the
contract including any renewals, extensions and additions are fully completed and we agree
to respect those.

We hereby declare that we are fully aware that the information received from you is in
direct response to our request and is not in any way considered or intended to be a
solicitation of funds of any sort, or any type of offering, and is intended for our general
knowledge only. We hereby affirm, under penalty of perjury, that we have requested
information from you and your organization by our choice and free will, and further that you
have not solicited us in any way. Intermediaries are NOT Advisors of any kind.

Parties to this agreement are independent contractors and all contemplated payments
and/or disbursements hereunder are divided interests. Nothing in this agreement construes
or creates a partnership or employer/employee relationship between or among the parties
hereto. All taxes, federal, state or other are the independent responsibility of each of the
parties hereto.

The above stated codes, (the Seller’s code to be provided by the Seller) and any other
identification codes shall remain the same and shall not be changed until this transaction
including any renewals, extensions and additions are fully completed and we agree to
respect those. The transaction code may be amended only by agreement between all parties
hereto. This transmission via facsimile will be accepted as an original and I confirm that I
have authority to execute this Pay Order.

This Irrevocable Master Fee Protection Agreement / Irrevocable Pay order for Consultant
Fees of Two Percent (2%) of the face value from each and every tranche of this transaction,
including any rolls or extensions, to be paid by the Buyer / Buyer’s Paymaster as follows:

SELLER BUYER BUYER 14 /


19
JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012
SELLER’S SIDE COMMISSION/FEES 1.0% OF FULL FACE VALUE, INCLUDING ROLLS AND
EXTENSIONS, TO BE PAID TO THE FOLLOWING PAYMASTER:

PAYMASTER: S-1 1.0%

PAYMASTER NAME
PAYMASTER ADDRESS
PASSPORT NUMBER
PAYMASTER TELEPHONE
PAYMASTER FAX
PAYMASTER EMAIL
BANK NAME
BANK ADDRESS
CONTACT PERSON
PHONE NUMBER
CLEARING NUMBER
DEPOSIT NUMBER
BIC/SWIFT CODE
ABA ROUTING
ACCOUNT NAME
ACCOUNT TYPE
ACCOUNT NUMBER
SPECIAL WIRE INSTRUCTIONS Further Pre-Wire Instructions:
Please email notification per tranche Pre-wire advice to be delivered to
included with contract codes that a wire (email: ) or 1-XXX-XXX-XXXX, such advice
as been sent to the following email to include Originating Bank/source of funds, Officer
address / xxxxxxxx@xxxxxxxx.com. Name, Phone number, amount of wire & currency,
name(s) of beneficiaries and such further information
as might be relevant, at which time, for security
reasons, the party wiring the funds will be advised of
the final three digits of the account number.

FOR BENEFIT OF THE FOLLOWING: THE Text Message:


XXXXXXXXXXXXX, INC. and Assigns Per The SWIFT text message covering all remittances shall
Sub Fee Agreement clearly state the following: “SAME DAY TRANSFER AND
IMMEDIATE CREDIT. REMITTER/CLIENT IS KNOWN TO
US AND IN GOOD STANDING. THIS TRANSFER HAS BEEN
CLEARED BY OUR COMPLIANCE WHICH HAS CHECKED
THE SOURCE OF THE FUNDS AND THAT COMPLIES WITH
ACTUAL AML REGULATIONS.”

SELLER BUYER BUYER 15 /


19
JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012

BUYER’S SIDE COMMISSION/FEES 1.0% OF FULL FACE VALUE, INCLUDING ROLLS AND
EXTENSIONS, TO BE PAID TO THE FOLLOWING PAYMASTER(S):

PAYMASTER: B-1 BUYER’S SIDE COMMISSION/FEES 1.0% OF FULL FACE VALUE, INCLUDING ROLLS
AND EXTENSIONS, TO BE PAID TO THE FOLLOWING PAYMASTER:

PAYMASTER NAME
PAYMASTER ADDRESS
PASSPORT NUMBER
PAYMASTER TELEPHONE
PAYMASTER FAX
PAYMASTER EMAIL
BANK NAME
BANK ADDRESS
CONTACT PERSON
PHONE NUMBER
CLEARING NUMBER
DEPOSIT NUMBER
BIC/SWIFT CODE
ABA ROUTING
ACCOUNT NAME
ACCOUNT TYPE
ACCOUNT NUMBER
SPECIAL WIRE INSTRUCTIONS Further Pre-Wire Instructions:
Please email notification per tranche Pre-wire advice to be delivered to (email:
included with contract codes that a wire as ) or 1-XXX-XXX-XXXX, such advice to include Originating
been sent to the following email address / Bank/source of funds, Officer Name, Phone number,
xxxxxxxx@xxxxxxxx.com. amount of wire & currency, name(s) of beneficiaries and
such further information as might be relevant, at which
time, for security reasons, the party wiring the funds will
be advised of the final three digits of the account number.

FOR BENEFIT OF THE FOLLOWING: THE Text Message:


XXXXXXXXXXXXX, INC. and Assigns Per Sub The SWIFT text message covering all remittances shall
Fee Agreement clearly state the following: “SAME DAY TRANSFER AND
IMMEDIATE CREDIT. REMITTER/CLIENT IS KNOWN TO US
AND IN GOOD STANDING. THIS TRANSFER HAS BEEN
CLEARED BY OUR COMPLIANCE WHICH HAS CHECKED THE
SOURCE OF THE FUNDS AND THAT COMPLIES WITH
ACTUAL AML REGULATIONS.”

PAYMASTERS MAY CHANGE THEIR RECEIVING BANKS BY SERVING PRIOR NOTICE IN WRITING TO
BUYER/PAYOR WITHIN 8 BANKING HOURS THEREOF. PAYMASTERS SHALL ISSUE THEIR OWN
RESPECTIVE PAYMENT ORDERS FOR ALL BENEFICIARIES/CONSULTANTS IDENTIFIED WITHIN THEIR
SELLER BUYER BUYER 16 /
19
JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012
OWN GROUPS PER ADDENDUM A FOR PROFITS RECEIVED SPECIFIC TO THIS AGREEMENT AND SAID
PAYMENT ORDERS SHALL BE LODGED WITH THEIR BANK OFFICERS AS HEREIN WRITTEN FOR
IMPLEMENTATION.

THIS IRREVOCABLE PROFIT PARTICIPATION AGREEMENT BECOMES UNCONDITIONAL, ASSIGNABLE,


AND DIVISIBLE UPON THE SUCCESSFUL INITIATION OF THE TRANSACTION REFERENCED ABOVE.

ALL PROFIT TRANSFERS SPECIFIC TO THIS AGREEMENT ARE TO BE MADE BY WIRE OR INTERNAL BANK
TRANSFERS AND TRANSFERRED IMMEDIATELY UPON CLOSING OF EACH TRANSACTION OR TRANCHE
OR AS SOON THEREAFTER AS BANKING PROCESSES ALLOW WITHOUT LIENS OR DELAYS OF ANY KIND
WHATSOEVER.

THIS AGREEMENT BECOMES EFFECTIVE WITH THE EXECUTION OF THE PURCHASE


AGREEMENT/LETTER OF INTENT/TRANSACTION CONTRACT REFERENCED BY THE TRANSACTION
CODE, SELLER’S CODE, AND BUYER’S CODE SET FORTH ABOVE AND SHALL REMAIN VALID AND
ENFORCEABLE FOR THE FULL TERM OF THE CONTRACT AND SHALL APPLY TO ANY AND ALL
RENEWALS, EXTENSIONS, OR ANY NEW AGREEMENTS BETWEEN BUYER AND SELLER OR THEIR
SHAREHOLDERS AND/OR ASSIGNS FOR A PERIOD OF FIVE (5) YEARS FROM THE DATE HEREOF.

THE APPLICABLE NON-CIRCUMVENTION/NON-DISCLOSURE CONDITIONS OF THE ICC 500 RULES AND


REGULATIONS ARE BINDING UPON ALL PARTIES TO THIS AGREEMENT OR ANY OTHER PENDING OR
FUTURE TRANSACTIONS. ALL SIGNED COPIES OF THIS AGREEMENT INCLUDING FAX TRANSMISSIONS
THEREOF, SHALL BE CONSIDERED LEGALLY BINDING DOCUMENTS. THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS HEREOF ARE BINDING AND INURE TO THE RESPECTIVE HEIRS, LEGAL
REPRESENTATIVES, ASSIGNEES AND/OR SUCCESSORS OF THE PARTIES HEREOF.

THE PAYING BANK


BANK:
BANK ADDRESS:
BANK OFFICER:
TELEPHONES:
FAX:
ACCOUNT NAME:
ACCOUNT NUMBER:
SWIFT:

IT IS UNDERSTOOD THAT ALL PARTIES HEREIN INVOLVED ARE CONSIDERED TO BE BOUND BY


INTERNATIONAL STANDARD OF NON-CIRCUMVENTION/NON-DISCLOSURE AS GOVERNED BY
THE INTERNATIONAL CHAMBER OF COMMERCE, AND IF SUBJECT TO LITIGATION, TO THE
LAWS OF THE INVOLVED COUNTRIES.

PARTIES TO THIS AGREEMENT ARE INDEPENDENT CONTRACTORS AND ALL CONTEMPLATED


PAYMENTS AND/OR DISTRIBUTIONS HEREUNDER ARE DIVIDED INTERESTS. ALL TAXES,
FEDERAL, STATE OR OTHER, ARE THE INDEPENDENT RESPONSIBILITY OF EACH OF THE
PARTIES HERETO. REPORTING OF INCOME AND THE PAYMENT OF ANY RELATED TAXES IS
THE SOLE RESPONSIBILITY OF THE PARTIES INDIVIDUALLY.

SELLER BUYER BUYER 17 /


19
JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012
THIS AGREEMENT WILL BECOME AN INTEGRAL PART AND INCLUDED WITHIN THE PURCHASE
AGREEMENT/LETTER OF INTENT/TRANSACTION CONTRACT IDENTIFIED WITH REGISTERED
TRANSACTION CODE: XXXXXXXXXXXXXXXX, SELLER’S CODE: XXXXXXXXXXXXXXXX AND BUYER’S
CODE: XXXXXXXXXXXXXX AS SOON AS THE CONTRACT BECOMES VALID AND SIGNED. IF NO
TRANSACTION IS COMPLETED UNDER THE AFORESAID TRANSACTION, SELLER, AND BUYER
CODES COLLECTIVELY, THEN NO OBLIGATION TO THE BENEFICIARIES/CONSULTANTS AND
ANY OTHER PARTIES UNDER THIS AGREEMENT IS ESTABLISHED.

THE RECEIPT OF THIS DOCUMENT CONSTITUTES ACKNOWLEDGEMENT ON THE PART OF


RECIPIENTS HEREOF THAT THE TRANSACTIONS HEREIN ARE NOT TO BE IN VIOLATION OF
EXISTING REGULATIONS AND LAWS AND ALL PARTIES HEREIN ARE BOUND TO OBEY AND BE
IN COMPLIANCE WITH ALL REGULATIONS AND LAWS AS RELATED TO THE TRANSACTIONS
HEREIN.

THE SIGNATORY HEREOF AVERS AND CONFIRMS THAT HE HAS THE POWER AND AUTHORITY
TO EXECUTE THIS IRREVOCABLE FEE AGREEMENT AND PAY ORDER.

FINAL PAYMASTER ARRANGEMENTS SUBJECT TO BUYER/PAYOR APPROVAL. PASSPORTS OF


ALL PAYEES ON ISFPAS MAY BE REQUESTED FOR COMPLIANCE.

EXECUTED XX MARCH, 2012 FOR AND ON BEHALF OF and ACCEPTED BY THE BUYER / PAYOR,

________________________________________
NAME:
TITLE:
PASSPORT NO:
PLACE OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRATION:
NATIONALITY:

EXAMPLE : SELLER BANKER PRE-ADVICE SWIFT MT-199 / MT-799

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐MESSAGE HEADER‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
SWIFT INPUT: MT-199 / MT-799
SENDER:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:

SELLER BUYER BUYER 18 /


19
JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTN´S –S-SS-
TRANSACTION CODE:
BUYERS CODE: XXXXXXXXXXXX
SELLERS CODE:
SECURITY CODE:
DATE: XX MARCH, 2012
BANK OFFICER:
AMOUNT:
ACCOUNT NAME:
ACCOUNT NUMBER:
RECEIVER:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
BANK OFFICER:
AMOUNT:
ACCOUNT NAME:
ACCOUNT NUMBER:
IN FAVOR OF:
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐SWIFT MESSAGE TEXT‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐

ATTENTION: ....................(ACCOUNT BANK OFFICER)

WE -------------(ISSUING BANK AND ADDRESS)----------, HEREBY CONFIRM WITH FULL


BANKING RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER ONE (1) MEDIUM
TERM NOTE (MTN) ICC FORMAT ON BEHALF OF OUR CLIENT, ---------------ORDERING
CUSTOMER()----------- IN THE TOTAL AMOUNT OF -----(AMOUNT IN WORDS)(AMOUNT IN
FIGURES) IN FAVOR OF ----(BENEFICIARY)-----, ACCOUNT NUMBER:------
THIS SWIFT MESSAGE IS VERIFIABLE ON NORMAL BANK-TO-BANK BASIS WITH FULL
BANKING RESPONSIBILITY, UPON RECEIPT OF CLEARANCE FROM OUR CLIENT.
THERE WILL BE NO LIENS AND ENCUMBRANCES ON THIS INSTRUMENT WHICH SHALL BE
DELIVERED AND AVAILED VIA MT760 AND EXACT MEDIUM TERM NOTE (MTN).
THESE PRE-ADVISE IS VALID FOR 10 (TEN) INTERNATIONAL BANKING DAYS ONLY AS AN
OPERATIVE INSTRUMENT, NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES ARE FOR
THE ACCOUNT OF APPLICANT.
CUSIP/Registration numbers, ISIN numbers, Term, Text of Instruments, Denominations,
Name(s) of Issuing Bank(s), Date of Issue, Date of Maturity, and all pertinent data necessary
for the Buyer’s bank to authenticate and validate the data of the instrument via Euro clear
or DTC or Bloomberg screens, including an official covering letter from the Seller’s bank to
deliver the instruments via mt 760
FOR AND ON BEHALF OF ------------- (ISSUING BANK AND ADDRESS) ----------.
THANKS AND REGARDS,

BANK OFFICER: BANK OFFICER:

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SELLER BUYER BUYER 19 /


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