Seller's letterhead

DEED OF AGREEMENT
TRANSACTION CODE:

BANK INSTRUMENT APPLICATION FORM

DATE: 00/00/2019
APPLICANT NAME:
COMPANY NAME:
COMPANY ADDRESS
COMPANY REG NO
APPLICANT PASSPORT NO
NATIONALITY
BANK INSTRUMENT TYPE
FACE VALUE AMOUNT
CURRENCY, EUR or USD

KINDLY INDICATE IF YOU NEED A BUY OUT OR LEASE INSTRUMENT

BUY OUT PRICE (47+2%)

LEASE OUT PRICE (8+2%)

PURPOSE OF THE INSTRUMENT

The PROVIDER’S information:

Name:

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Company Name:
Company Reg. No:
Country:
Company Address:
Represented By:
Title:
Passport No:
Nationality:
Telephone No.:
Direct Email:
(HEREINAFTER REFERRED TO AS 'PROVIDER' ON ONE PART)
AND

The RECEIVER/BENEFICARY’s information:

Name:
Company Name:
Company Reg. No:
Country:
Company Address:
Represented By:
Title:
Passport No:
Nationality:
Telephone No.:
Direct Email:
(HEREINAFTER REFERRED TO AS THE RECEIVER’S ON OTHER PART)

WHERE AS, the RECEIVER desires to buy / lease SBLC from the PROVIDER. The RECEIVER confirms
with full corporate and legal responsibility that funds are available to fulfil the requirements for the buying /
leasing of this instrument and RECEIVER further confirms to cooperate with the PROVIDER.

WHERE AS, the PROVIDER desires to sell / lease, transfer and assign all rights title and interest of the SBLC
available to the RECEIVER.

The PROVIDER represents and warrants that it has the ability and resources to arrange directly, through
associates, contacts and sources, with full corporate responsibility, financial instruments per the terms of
assignments to be provided to the RECEIVER.

The PROVIDER hereby declares under penalty of perjury that the SBLC will be cash backed by funds that are
good, clean, clear, and free of non-criminal origin. As well, the SBLC will be free and clear of all liens,
encumbrances and third party interests.
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NOW THEREFORE, the RECEIVER has agreed to buy / lease SBLC at total price of 47% of Face Value
OR 8% of Face Value + 2% brokers’ fees for the instrument requested and PROVIDER has agreed to issue
SBLC for SALE or LEASE and both Parties hereby agree to the following:

DESCRIPTION OF INSTRUMENT:
1. Instrument: Cash-Backed Standby Letter of Credit (SBLC)
2. Total Face Value: €500,000,000.00 (XXX Million EUR of each tranche)
3. Issuing Bank: Shanghai Pudong Development Bank
4. Age: One Year and One Day
5. Leasing Fee: 8+2% of Face Value
6. Purchase Price: 47+2% of Face value
7. Delivery: MT760 {Bank-To-Bank Swift}
8. Payment: Wire Transfer {Swift MT103}
9. Hard Copy:           Bank secured Bonded Courier Service {Within Seven Banking Days}

TRANSACTION PROCEDURE:
1. The Receiver submits this DOA with full banking coordinates (there must be sufficient cash funds in his
account), Enlarged 138% color copy of Passport, Client Information Sheet, Certificate of Incorporation,
Corporate Resolution, Non-Solicitation Statement, and an Irrevocable Fee Protection Agreement.

2. After conducting due diligence, the Provider will countersign this DOA and return it to the Receiver
including details of the Standby Letter of Credit (SBLC) Issuing bank, Provider’s Passport copy and copy of
Provider’s Company Certificate of Incorporation. This DOA automatically becomes a full commercial
recourse contract. Both parties shall lodge the executed contract with their respective Banks.

3. Within two (2) banking days after the countersigned DOA has been returned to the Receiver, the Receiver’s
Bank shall issue a RWA to the Provider’s Bank via SWIFT MT199 (Exhibit A).

4. Within two (2) banking days after confirmation of Receiver’s MT199 RWA, the Provider’s Bank shall issue
a PRE-ADVICE SWIFT MT799 to the Receiver’s Bank (Exhibit B), valid for Five (5) banking days only.
Within the same banking day, the Provider shall email a courtesy copy of the PRE-ADVICE SWIFT MT799
to the Receiver for confirmation.

5. Within three (3) banking days after authentication of the PRE-ADVICE SWIFT MT799, the Receiver’s
Bank shall issue a SWIFT MT799 BANK PAYMENT UNDERTAKING (BPU) (Exhibit C) to the
Provider’s bank. The Receiver shall email a courtesy copy of the SWIFT MT799 to the Provider for
confirmation.

6. Within three (3) banking days, after authentication of the Receiver’s SWIFT MT799 BPU, the Provider’s
SBLC Issuing Bank shall send the SBLC via SWIFT MT760 to the Receiver’s Bank (Exhibit D). The
Provider shall email a courtesy copy of the SWIFT MT760 to the Receiver for confirmation. The Receiver’s
bank verifies and authenticates the SBLC sent via SWIFT MT760.

7. Within five (5) banking days after authentication of the SBLC sent via SWIFT MT760, the Receiver shall
send Forty-Seven Percent (47%) OR Eight Percent 8%) of face value as payment to the Provider’s bank
account via SWIFT MT103 and concurrently pay Consultancy fees of Two Percent (2%) of each tranche
face value to the Consultants Paymasters bank accounts in accordance with the Irrevocable Master Fee
Protection Agreement (IMFPA). Courtesy copies of the payments shall be emailed to the respective

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Consultants/beneficiaries and their paymasters.

8. Within seven (7) banking days after authentication of receipt of 8+2% payments to the Provider and the
Consultants and receipt of fee payment to the Intermediaries, the SBLC Issuing Bank shall send the hard
copy of the SBLC to the Receiver’s Bank via Bank Bonded Courier.

NON-SOLICITATION
The RECEIVER hereby confirms and declares that the PROVIDER, her associates or representatives or any
person or persons on its behalf has/have never ever solicited the RECEIVER, her shareholders or associates or
representatives in any way whatsoever that can be construed as a solicitation for this transaction or for future
transactions.

FORCE MAJEURE
Any delay in or failure of performance by either party of their respective obligations under this agreement shall
not constitute a breach hereunder or give rise to any claims for damages if, and to the extent that such delays or
failures in performance are caused by events or circumstance beyond the control of such party. The term
“Beyond the Control of Such Party“ Include Lawful order of Government or Authority, Act of War, Rebellion
or Sabotage, Fire, Flood, Earthquake or other natural disasters. Any other cause not within the control of such
party or which is by exercise of reasonable diligence, the party will be unable to foresee or prevent or remedy.

HOWEVER: ANY DELAY OR FAILURE OF PERFORMANCE, BY BUYER OR SELLER, IN THE

OBLIGATIONS UNDER THIS AGREEMENT WILL ATTRACT PAYMENT BY THE DEFAULTING
PARTY OF 1% OF THE FACE VALUE OF SBLC AS PENALTY TO THE OTHER PARTY.

ARBITRATION
All disputes and questions whatsoever which arises between the parties to this agreement and touching on this
agreement on the construction or application thereof or any account cost, liability to be made hereunder or as to
any act or way relating to this agreement shall be settled by the arbitration in accordance with the arbitration
laws of the ICC.
This agreement contains the entire agreement and understanding concerning the subject matter hereof and
supersedes and replaces all prior negotiations and proposed agreements, written or oral. Neither of the parties
may alter, amend, nor modify this agreement, except by an instrument in writing signed by both parties. This
agreement will be governed by and construed in accordance with the laws of United Kingdom. In the event that
either party shall be required to bring any legal actions against the other it enforce any of the terms of this
agreement the prevailing party shall be entitled to recover reasonably attorney fees and costs.

UNAUTHORIZED BANK COMMUNICATION

Neither Party nor Party’s bank is permitted to contact the Bank of the other Party without the authorization of
the Party whose Bank is to be contacted. Any unauthorized contact act is strictly prohibited and considered to be
a major breach of this contract. The provider’s bank officer will contact the receiver bank officer immediately
after first tranche.
THE PROVIDER AND BUYER AGREE TO THE FOLLOWING BANKING CO-ORDINATES
PERTAINING TO THE AGREEMENT HEREIN ABOVE STATED:

PROVIDER BANK DETAILS TO RECEIVE MT199 RWA / MT799 BPU / MT103 PAYMENT OF
47+2% OR 8+2% AND TO ISSUE MT799 PRE-ADVICE & MT760 SBLC
Bank Name
Bank Address

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Account No
Account Name
Swift Code
Bank Tel
Bank Officer
Bank Email

BUYER BANK DETAILS TO ISSUE MT199 RWA / MT799 BPU / MT103 PAYMENT OF 47+2% OR
8+2% AND TO RECEIVE MT799 PRE-ADVICE & MT760 SBLC
Bank Name
Bank Address
Swift Code
Account Name
Account Signatory
Account Number
Bank Officer
Bank Tel
Bank Fax
Bank Email

PROVIDER AND BUYER RESERVE THE RIGHT TO CHANGE THE BANK COORDINATES STATED
HEREIN AT ANYTIME BY PROVIDING WRITTEN REQUEST TO THE UNDERSIGNED, THE
RECEIVING BANK IS DIFFERENT TO SENDING BANK. (IT’S OUR BANK REGULATIONS AND
PROCEDURE).

 
FOR AND ON BEHALF OF THE PROVIDER:

________________________________
Name:
Title:
Passport:
Nationality:
Date of Issue:
Date of Expiry:

FOR AND ON BEHALF OF THE RECEIVER:

________________________________
Name:
Title:
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Passport:
Nationality:
Date of Issue:
Date of Expiry:

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

Both PROVIDER and RECEIVER agree that the RECEIVER’s and PROVIDER's agents/ brokers are entitled
to 2% of the SBLC face value commission fees. These commission fees will be shared between the
PROVIDER’s and RECEIVER’s agents/brokers as specified here below.

The parties agree that the 2% commission fees stated are compensation for services rendered and are irrevocably
and unconditionally guaranteed to be paid by the PROVIDER to the agents and intermediaries listed in this
DOA by wire transfer simultaneously with the RECEIVER’s payment of xx%+2% of The Face Value of the
SBLC as Leasing fee to the PROVIDER for every tranche and/or transaction of the SBLC. The commission fees
will be free of legal impediment and free of any deductions, excluding bank transfer fees, for this and all
subsequent transactions between the parties.

In consideration of the mutual benefits to be derived by the associates or affiliated individuals, agents/brokers
companies, designees, trustees or executors, it is understood and agreed that the parties hereto are mutually
desirous of effecting this business transaction in co-operation with one another for their mutual benefit and all
signatory parties agree to abide by the following terms and conditions:

1. Each party agrees that they will not make any contact with, deal with or be involved with individuals,
trader and investor introduced by another signatory without specific permission of the introduced
signatory for the Investor.
2. The signatory agrees to keep confidential the identity of and all contacts so provided by any other
signatories.
3. The parties hereto agree that all commissions or fees as agreed by the parties shall be paid in full at the
end of every transaction.
4. This agreement shall be legally binding on the parties hereto, their principals, employees, representatives,
agents and assigns in all countries of the world.
5. The parties hereto affirm that in every case they will act with the highest standards of ethics and honesty
in all their dealings.
6. This agreement shall be respected and honoured at all times, unless otherwise mutually agreed upon and
any party will permit no attempt or hint of circumvention.
7. Each of the above parties agree and understand that any overt or covert action of circumvention
prescribed by this agreement shall be a fraudulent act against the other party and will be subject to judicial
action, recompense for damages, possible punitive damages and injunctive relief imposed by the legal
process.
8. Both parties hereby agree that the agents and intermediaries referred to in this Deep of Agreement (DOA)
shall be as follows:

TOTAL COMMISSION FEE OF 2% (TWO PERCENT) OF FACE VALUE IN EURO PAID BY THE
PROVIDER AS FOLLOWS:

A) TOTAL COMMISSION FEE 1.0% OF FACE VALUE OF SBLC TO PROVIDER'S MANDATE

(CLOSED)
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Bank Name
Bank Address
Account Name
Account Number
SWIFT Code
ROUTING
Transit/Institution Code
Bank Officer
Bank Email
Bank Tel/Fax
Wire Instructions:
Required Message: ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE
CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN, AND ARE
IMMEDIATELY PAYABLE IN CASH”. A COPY BANK WIRE
TRANSFER SLIP MUST BE SENT PAYMASTER BY EMAIL:

B) TOTAL COMMISSION FEE 1.0% OF FACE VALUE OF SBLC TO RECEIVER’S MANDATE

(OPEN)
Bank Name
Bank Address
SWIFT Code
Bank Tel
Account Name
Account No
WIRE
Bank Officer
Bank Email
Beneficiary:
Required Message: ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE
CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN, AND ARE
IMMEDIATELY PAYABLE IN CASH” A COPY BANK WIRE
TRANSFER SLIP MUST BE SENT TO PAYMASTER BY EMAIL:

FOR AND ON BEHALF OF THE PROVIDER:

________________________________
Name:
Title:
Passport:
Nationality:
Date of Issue:
Date of Expiry:

FOR AND ON BEHALF OF THE RECEIVER:

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________________________________
Name:
Title:
Passport:
Nationality:
Date of Issue:
Date of Expiry:
EXHIBIT A
VERBIAGE SWIFT MT199 RWA FROM RECEIVING BANK

DATE:
TO:   BANK NAME
REFERENCE: SBLC TRANSACTION

WE, <RECEIVER>, LOCATED AT <ADDRESS>, HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY AND
LIABILITY THAT OUR RECEIVER <NAME> HAS ON DEPOSITS WITH OUR BANK UNDER THEIR SOLE
SIGNATURE IN ACCOUNT NUMBER <#>, THE SUM OF XXXX MILLION EURO (€XXX, 000,000.00) FOR THE
ACQUISITION OF A FINANCIAL INSTRUMENT (SBLC) OF €X00,000,000.00 FROM <PROVIDER>.

UPON RECEIPT OF SWIFT MT799 PRE-ADVICE FROM THE FINANCIAL INSTRUMENT ISSUER BANK TO OUR
RECEIVER NOMINATED ACCOUNT, WE CONFIRM WITH FULL BANK RESPONSIBILITY THAT WE ARE
READY, WILLING AND ABLE TO ISSUE THE MT799 BANK PAYMENT UNDERTAKING (BPU) TO THE
NOMINATED ACCOUNT OF THE ISSUER BANK WITHIN 72 HOURS AS STATED IN CONTRACT NUMBER:

THE FUNDS FOR THE PAYMENT OF THE INSTRUMENT ARE CLEAN, CLEAR, OF NON-CRIMINAL ORIGIN
AND ARE FREE OF ANY LIENS AND ENCUMBRANCES AND THE RULE OF FULL DISCLOSURE HAS BEEN
ESTABLISHED THAT SUCH FUNDS WERE LEGALLY OBTAINED FROM NON-CRIMINAL BUSINESS
ACTIVITIES AND ARE AVAILABLE TO THE RECEIVER WITHOUT ANY RESTRICTIONS.

THESE INSTRUCTIONS ARE VALID TILL __/00/2019 (5 BANKING DAYS)

FOR AND ON BEHALF OF:

BANK NAME
BANK ADDRESS

BANK OFFICER 1:  BANK OFFICER 2: 

TITLE TITLE
(PIN CODE) (PIN CODE)

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EXHIBIT B
SAMPLE SWIFT MT799 PRE-ADVICE FROM ISSUING BANK TO BUYER BANK
(Text may vary in substance but the essential undertaking must be maintained)

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐MESSAGE HEADER‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
SWIFT INPUT: MT-799
SENDER:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
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) STANDBY LETTER OF CREDIT (SBLC) ICC FORMAT ON
BEHALF OF OUR CLIENT, --------------- ORDERING CUSTOMER() ----------- IN THE TOTAL AMOUNT OF -----
(AMOUNT IN WORDS) 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 STANDBY LETTER OF CREDIT (SBLC).

THESE PRE-ADVICE IS VALID FOR FIVE (5) INTERNATIONAL BANKING DAYS ONLY AS AN OPERATIVE
INSTRUMENT, NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES ARE FOR THE ACCOUNT OF
APPLICANT.

FOR AND ON BEHALF OF ------------- (ISSUING BANK AND ADDRESS) ----------

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BANK OFFICER 1: BANK OFFICER 2:

TITLE (PIN)                                                                           TITLE (PIN)

EXHIBIT C
SAMPLE SWIFT MT799 (BPU) FROM RECEIVING BANK TO ISSUING BANK
(Text may vary in substance but the essential undertaking must be maintained)

SWIFT INPUT:  MT799 IRREVOCABLE PAYMENT COMMITTMENT

SENDER: 
BANK NAME:               
ADDRESS OF BANK:       
BANK OFFICER:                     
BANKER TEL:                 
BANKER FAX:                 
SWIFT CODE:                         
ACCOUNT NAME:         
ACCOUNT No.:               

BUYER: 
BANK OFFICER:
TELEPHONE NO:
FOR CREDIT TO:
ACCOUNT NUMBER:
FOR THE BENEFIT OF: 
 
WE, (BANK) UNDERTAKE UNDER FULL BANKING RESPONSIBILITY THAT WE ARE READY, WILLING AND
ABLE TO RECEIVE AND ACCEPT THE STANDBY LETTER OF CREDIT INSTRUMENT AND TO PAY THE
AMOUNT OF XXXX HUNDRED  MILLION EURO/DOLLARS  (€000,000,000) TO YOUR CLIENT, ___________,
ACCOUNT NUMBER___________________ FOR TRANSFER AND CREDIT TO _____________________________
ACCOUNT NO.______________________________ UPON OUR RECEIPT OF THE CONTRACTED STANDBY
LETTER OF CREDIT IN THE FACE AMOUNT OF EURO XXXXXXXX (€xxxxxxxxxxx) VIA SWIFT MT760.

WE CONFIRM THAT PAYMENT FOR THE STANDBY LETTER OF CREDIT WILL BE BY WIRE TRANSFER
SWIFT MT103.
 
FOR AND ON BEHALF OF
XXX ISSUING BANK XXX

XXX ISSUING BANK ADDRESS XXX

BANK OFFICER 1                                                                BANK OFFICER 2

TITLE (PIN)                                                                           TITLE (PIN)
 

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EXHIBIT D
SAMPLE SWIFT MT760 FROM ISSUING BANK TO RECEIVING BANK
(Text may vary in substance but the essential undertaking must be maintained)

TO: (RECEIVING BANK)

BANK ADDRESS :
SWIFT CODE :
SBLC NO :
CURRENCY :
AMOUNT :
DATE OF ISSUE :
DATE OF MATURITY :
BENEFICIARY :
TRANSACTION REFERENCE #:
REFERENCE :
NARRATIVE :

FOR VALUE RECEIVED, WE, THE UNDERSIGNED, …… BANK, ADDRESS AT XXXXXXXXXXXXX, HEREBY
ISSUE OUR IRREVOCABLE, UNCONDITIONAL, TRANSFERABLE, AND CONFIRMED STANDBY LETTER
OF CREDIT WITHOUT PROTEST OR NOTIFICATION, WE PROMISE TO PAY TO THE ORDER OF THE
BENEFICIARY: XXXXXX LIMITED, THE HOLDER OR THE BEARER THEREOF AT THE DATE OF
MATURITY, THE SUM OF XXXXXXXXXXXXXXX), IN THE LAWFUL CURRENCY OF THE EUROPEAN
UNION UPON PRESENTATION AND SURRENDER OF THIS STANDBY LETTER OF CREDIT AT THE
OFFICE OF XXXXXXXXX.

SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF FEES AND CLEAR OF ANY DEDUCTIONS OR
CHARGES, FEES, LIENS OR WITHHOLDING OF ANY NATURE, WHATSOEVER PRESENTLY OR
HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF
THE SWITZERLAND OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF AND THEREIN.

THIS SBLC IS TRANSFERABLE, ASSIGNABLE, DIVISIBLE WITHOUT PRESENTATION OF IT TO US

AND WITHOUT THE PAYMENT OF ANY TRANSFERABLE FEE OR CHARGES.

THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM RULES FOR STANDBY LETTER
OF CREDIT UNDER ICC PUBLICATION NO 600 AND LATEST REVISIONS.

THIS IS AN OPERATIVE INSTRUMENT AND HARD COPY WILL FOLLOW.

FOR AND ON BEHALF OF ISSUING BANK

BANK OFFICER 1 SEAL BANK OFFICER 2

TITLE (PIN) TITLE (PIN)

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CLIENT INFORMATION SHEET (CIS)

In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the Federal
Marketing Commission Circular of December 1998, concerning the prevention of money laundering, the
following information may be supplied to banks and/or other Federal Institutions for purposes of verification.
Company Name
Business Address
Business Registration No.
Tel/Fax No.
Email Address
Represented By
Nationality
Passport No.
Date of Issue
Date of Expiry
Date & Place of Birth
Address
Telephone and Mobile#
Email Address
Bank Detail
Name of Bank:
Bank Address:
Account Name
Account Signatory
Account Number
SWIFT CODE
Routing No./IBAN
Bank Officer & Title
Officer Tel/Fax No.
Bank Officer Email
Funds Information
Origin

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Are Funds clean and Clear?

Brief Corporate Activities
DECLARATION: I HEREBY SWEAR UNDER PENALTY OF PERJURY, THAT THE INFORMATION
PROVIDED IS BOTH TRUE AND ACCURATE. I AM A SIGNATORY ON THE AFOREMENTIONED
BANK ACCOUNT. ALL MONIES ENGAGED IN THIS TRANSACTION ARE DERIVED FROM NON-
CRIMINAL ORIGIN; AND, ARE GOOD, CLEAN AND CLEARED. THE ORIGIN OF FUNDS ARE IN
COMPLIANCE WITH ANTI-MONEY-LAUNDERING POLICIES AS SET FORTH BY THE FINANCIAL
ACTION TASK FORCE (FATF) 6/01

FOR AND ON BEHALF OF THE RECEIVER:

________________________________
Name:
Title:
Passport:
Nationality:
Date of Issue:
Date of Expiry:

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CORPORATE RESOLUTION

THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF <COMPANY NAME>, HAVING ITS CONTACT
ADDRESS AT <ADDRESS> (REFERRED TO AS THE "COMPANY") HAD A BOARD OF DIRECTORS
MEETING, WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON <DATE>, 2019, AT THE
COMPANY'S ABOVE REFERENCED CONTACT AT <ADDRESS>, WHICH THERE WAS PRESENT A QUORUM
THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT:

RESOLVED: THAT MR. <NAME>, HOLDER OF <COUNTRY> PASSPORT NUMBER <#>, CEO AND
AUTHORIZED SIGNATORY FOR AND ON BEHALF OF THE COMPANY, WAS FULLY AUTHORIZED TO ACT
INDIVIDUALLY AS THE SOLE REPRESENTATIVE OF THE COMPANY TO EXECUTE ALL NECESSARY
DOCUMENTS ON BEHALF OF THE COMPANY IN CONNECTION WITH BANK INSTRUMENTS
TRANSACTIONS AND TO EFFECT THE OPENING AND OPERATION OF BANK ACCOUNTS ON BEHALF OF
AND FOR THE BENEFIT OF THE COMPANY AT ANY BANK(S) HE SHALL SELECT, AND BE A SIGNATORY
THEREON, TO ACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS DISCRETION AND DETERMINATION,
AND TO EXECUTE CONTRACTS WITH HIS SELECTED SOURCES AND BANKS THEREIN, AT HIS
DISCRETION, FOR AND IN THE BEST INTEREST OF THE COMPANY.

FURTHER RESOLVED: THAT MR. <NAME>, DIRECTOR OF THE COMPANY, BE AND HEREBY IS
AUTHORIZED AND DIRECTED TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND THE PROVISIONS
THEREOF ARE IN CONFORMITY WITH THE CHARTER, BYLAWS AND ARTICLES OF INCORPORATION OF
THE COMPANY, AND THAT THE FOREGOING RESOLUTION AND THE AUTHORITY THEREBY CONVEYED
SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE PURPOSE SET FORTH HEREIN ARE
ACCOMPLISHED.

IT IS FURTHER CERTIFIED THAT THIS CORPORATE RESOLUTION'S FAX OR PHOTOCOPIES SHALL BE OF

EQUAL VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL
PURPOSES, EVERYWHERE.

IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN
CERTIFICATION OF THE ABOVE RESOLUTIONS AND PROVISIONS.

FOR AND ON BEHALF OF THE RECEIVER:

________________________________
Name:
Title:
Passport:
Nationality:
Date of Issue:
Date of Expiry:

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NON-SOLICITATION STATEMENT

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

I, am hereby agreeing that all information received from you is in direct response to my request and is
not in any way considered, or intended to be a solicitation of funds of any sort or type of offering, and
for my general knowledge only. I hereby affirm under penalty of perjury, that I have requested this
information from you and your organization of my choice on my free will and further, that you have
not solicited me in any way.I here in represent that I am not an informant, nor am i associated with any
government agency such as Secret Service, IRS, FBI, CIA, SEC, Banking Commission, or any agency
whose purpose is to gather information regarding such offering.

I understand that the contemplated transaction is strictly exchanging funds against bank instruments
and is now are lying upon or relating to the United States security act of 1933, as amended or related
regulations, and does not involve the sale of securities. Further, I hereby declare that you, the provider,
have disclosed that you are not a licensed security trader, attorney, bank officer, certified public
accountant or financial planner.Any information, work or service conducted hereunder is that of a
private individual and that this is a transaction that is exempt from securities act and not intended for
the general public, but “just for my private use only”

FOR AND ON BEHALF OF THE RECEIVER:

________________________________
Name:
Title:
Passport:
Nationality:
Date of Issue:
Date of Expiry:

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COPY OF PROVIDER'S INTERNATIONAL PASSPORT

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COPY OF PROVIDER'S COMPANY REGISTRATION CERTIFICATE

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COPY OF RECEIVER'S INTERNATIONAL PASSPORT

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COPY OF RECEIVER'S COMPANY REGISTRATION CERTIFICATE

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“ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE”

EDT (Electronic document transmissions)

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of
this Contract.  As applicable, this Agreement shall be:

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. Electronic Commerce Agreement (ECE/ TRADE/257, Geneva, May 2000) adopted by the 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, as applicable.  Either
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.

***END OF AGREEMENT***

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