TRANSACTION CODE: SAG/XXXXXX/SBLCXXXM/202101XX

INSTRUCTIONS

1. PLEASE COMPLETE AND SUBMIT THIS DOA UNSIGNED / NOT SIGNED

2. YOU MUST COMPLETE AND INCLUDE ALL OF PARTY A’S INFORMATION AND DETAILS
3. PARTY A’S BANKING COORDINATES MUST BE COMPLETE WITH FULL BANK OFFICER DETAILS (EMAIL AND PHONE)
4. IF PARTY A IS NOT THE ISSUER / APPLICANT, A CIS OF THE ISSUER / APPLICANT MUST BE INCLUDED
5. PLEASE NOTE STEP #3 IN THE PROCEDURE: THIS IS NON-NEGOTIABLE. WE WILL ALLOW NO BANK-TO-BANK
COMMUNICATION UNTIL WE VERIFY THE TRANSACTION AS GENUINE.
6. NO NEED TO SUBMIT MT760 VERBIAGE PRIOR TO THIS DOA: EVERY BANK WILL ISSUE A SBLC WITH ICC 600
VERBIAGE, AND EVERY RECEIVING BANK WILL ACCEPT THAT VERBIAGE.

PLEASE NOTE: ONLY ONE IN 400 FILES RECEIVED APPEAR TO BE GENUINE. MOST SUBMISSIONS WE RECEIVE ARE
INCOMPLETE AND/OR CONTAIN FAKE BANK DOCUMENTS.

OUR PROCEDURE AND REQUIREMENTS ARE NON-NEGOTIABLE. THEY ARE DESIGNED TO:

1. PROTECT US FROM WASTEFUL SUBMISSIONS, AND

2. PROTECT CLIENTS FROM BECOMING VISCTIMS OF FRAUDULENT/FAKE BANK EMAILS AND SWIFT
SUBMISSIONS.

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DEED OF AGREEMENT FOR MONETIZATION ON A PRIVATE

NON-RECOURSE LOAN FOR A SWIFT MT760 STANDBY LETTER OF CREDIT

THIS DEED OF AGREEMENT (HEREINAFTER REFERRED TO AS “AGREEMENT”) IS EXECUTED WITHOUT

PREJUDICE OR CONFLICT OF INTEREST, DULY UNDERSTOOD AND SIGNED BY BOTH PARTIES ACTING AT THEIR
OWN ACCORD ON THE XXXX DAY OF [MONTH] 2022, BY AND BETWEEN:

THE PROVIDER / INSTRUMENT PRINCIPAL

COMPANY NAME
REGISTERED ADDRESS
REGISTRATION NUMBER
REPRESENTED BY
POSITION
PASSPORT NUMBER
COUNTRY OF ISSUE
E-MAIL

HEREIN NAMED AS THE "PARTY A", HEREBY CONFIRM, WITH FULL LEGAL RESPONSIBILITY, UNDER PENALTY
OF PERJURY OF LAW THAT WE ARE READY, WILLING AND ABLE TO DELIVER THE FOLLOWING BANK
INSTRUMENT, UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW, BASED ON GOOD, CLEAN, CLEAR
UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN; AND

THE RECEIVER / MONETIZER

COMPANY NAME STRATEGIC ADVISERS GROUP LLC

REGISTRATION ADDRESS XXXXXXX WASHINGTON, DC 20004
REGISTRATION NUMBER
REPRESENTED BY
POSITION MANAGING MEMBER
PASSPORT NUMBER
COUNTRY OF ISSUE UNITED STATES OF AMERICA
E-MAIL

HEREIN NAMED AS THE "PARTY B", HEREBY CONFIRM, WITH FULL LEGAL RESPONSIBILITY, UNDER PENALTY
OF PERJURY OF LAW, THAT WE ARE READY, WILLING AND ABLE TO ARRANGE TO FUND/MONETIZE AGAINST
THE FOLLOWING BANK INSTRUMENT, UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW WITH
GOOD, CLEAN, CLEAR, UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN.

BOTH PARTIES COLLECTIVELY BEING REFERRED TO AS THE “PARTIES”

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DEFINITIONS

THE DEFINITIONS USED IN THIS AGREEMENT ARE AS FOLLOWS:

“AGREEMENT” SHALL MEAN THIS CONTRACT.

"INSTRUMENT PRINCIPAL AND BORROWER" SHALL MEAN PROVIDER / ARRANGER FOR THE STANDBY LETTER
OF CREDIT FOR MONETIZER / LENDER.

“LTV” SHALL MEAN LOAN TO VALUE, BEING THE RATIO OF CASH REALIZED AGAINST THE FACE VALUE OF THE
SBLC.

“PARTY A / INSTRUMENT PRINCIPAL / BORROWER” AND “PARTY B / MONETIZER / LENDER” SHALL, WHERE
THE CONTEXTS ADMIT, INCLUDE ITS HEIRS, SUCCESSORS-IN-TITLE OR ASSIGNS, ASSOCIATES, PARTNERS,
AFFILIATES AND PRINCIPALS.

“SBLC” SHALL MEAN STANDBY LETTER OF CREDIT FOR CREDIT PURPOSES, THE PROPERTY OF PARTY A,
WHICH WILL BE MONETIZED.

“TRANSACTION” SHALL MEAN A PRIVATE TRANSACTION CONTRACTED BETWEEN THE PARTIES DESIGNED
FOR PARTY A TO ISSUE THE SBLC TO PARTY B AND PARTY B TO MONETIZE / LEND AGAINST THE SBLC, FOR
THE BENEFIT OF PARTY A.

RECITALS

1. PARTY A HEREBY AUTHORISES PARTY B TO MONETIZE / LEND AGAINST THE SBLC AT THE AGREED LTV IN
ORDER THAT PARTY A SHALL FINANCIALLY BENEFIT FROM THE EXECUTION OF THIS TRANSACTION.

2. WHEREAS, THE PARTIES, AWARE OF THEIR RESPECTIVE OBLIGATIONS HERETO MENTIONED HAVE
ENTERED INTO THIS AGREEMENT, OBLIGATE AND BIND THEMSELVES LEGALLY UNDER WARRANTY AND
MANIFEST WITH FULL PERSONAL AND LEGAL RESPONSIBILITIES THAT THEY ARE CAPABLE AND
FINANCIALLY STABLE TO ENTER INTO THIS AGREEMENT AND DISCHARGE THEIR OBLIGATIONS WITH
COMMITMENT TO DELIVER PERFORMANCE IN ACCORDANCE WITH THE TERMS AND CONDITIONS
HEREIN OBTAINED IN THIS AGREEMENT.

3. WHEREAS, PARTY B, TO FULFIL THE TRANSACTION REFERENCE: XXX/XXX/SBLCXXXM/202101XX, IS IN

THE BUSINESS OF MONETIZATION OF / LENDING AGAINST SBLC’S AND OTHER FINANCIAL
INSTRUMENTS.

4. WHEREAS PARTY A WISHES TO UTILIZE SUCH SERVICES PROVIDED BY PARTY B IN ACCORDANCE WITH
THE INSTRUCTIONS OF PARTY A.

5. WHEREAS, IN CONNECTION WITH PARTY B’S BUSINESS, PARTY B CONFIRMS IT HAS THE BANKING
RELATIONSHIPS, CREDIT LINES, CASH ASSETS AND/OR OTHER MEANS TO COMPLETE THE
MONETIZATION / LENDING AS AGREED IN THIS DOCUMENT, WHICH PARTY B / MONETIZER / LENDER
HAS ACQUIRED BY THE INVESTMENT OF TIME, EXPENSE AND EFFORT, AND WHICH IS SIGNIFICANT AND
VALUABLE.

6. WHEREAS THIS AGREEMENT RECOGNIZES THAT THE PROVISIONS ARE MEANT TO BE EMPLOYED WITH
COMMON SENSE, GOOD FAITH AND FAIR DEALING IN THEIR APPLICATIONS AND MEANING, GIVEN THE

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TRANSACTION CODE: SAG/XXXXXX/SBLCXXXM/202101XX

NATURE OF THE SENSITIVE INFORMATION AND THE DETRIMENT THAT COULD ACCRUE AS THE RESULT
OF THE BREACH OF ANY OF THOSE PROVISIONS.

7. NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH IS
ACCEPTED AND ACKNOWLEDGED, THE PARTIES, ON BEHALF OF THEMSELVES AND THEIR
REPRESENTATIVES, AGENTS, ASSIGNS AND SUCCESSORS HEREBY AGREE, AND ARE BOUND AS FOLLOWS:

7.1. BY SIGNATURE OF THIS AGREEMENT PARTY A APPOINTS PARTY B TO MONETIZE AGAINST THE
SBLC, THE SUBJECT MATTER OF THIS AGREEMENT, WITHIN A PERIOD NOT EXCEEDING 5 (FIVE)
BANKING DAYS UPON RECEIPT, VERIFICATION, CONFIRMATION, AUTHENTICATION AND
ACCEPTANCE ON ACCOUNT OF THE SWIFT MT760 SBLC.

7.2. PARTY B WILL MONITOR THE DOCUMENTS AND CONTRACTS RELATED TO THE TRANSACTION TO
ENSURE THAT THEY COMPLY WITH THE REQUIREMENTS OF THE TRANSACTION AND ARE
SUBMITTED IN A MANNER WHICH SUPPORTS THE PROCESS OF THE TRANSACTION.

7.3. THE PARTIES WILL DEPLOY REASONABLE ENDEAVOURS TO COMPLETE THE TRANSACTION WITHIN
THE TIMELINE AND THE TERMS AND CONDITIONS SPECIFIED IN THIS AGREEMENT.

7.4. WHERE, DUE TO UNFORESEEN CIRCUMSTANCES, MARKET CONDITIONS CHANGE PRIOR TO THE
MONETIZATION OF THE SBLC, PARTY B MAY OFFER A REPLACEMENT AGREEMENT FOR
CONSIDERATION BY PARTY A.

7.5. PARTY A, SIGNATORY TO THIS AGREEMENT, UNDERTAKES THAT THEY ARE FULLY AUTHORIZED BY
THEIR RESPECTIVE BOARDS OF DIRECTORS TO REPRESENT THE INSTRUCTIONS OF THE COMPANY,
IF APPLICABLE, IN RESPECT OF THIS TRANSACTION.

7.6. PARTY A WARRANTS AND REPRESENTS THAT:

7.6.1. IT IS THE BENEFICIARY OF THE SBLC THAT PARTY B SHALL MONETIZE UNDER THIS
TRANSACTION;

7.6.2. NO LIENS OR ENCUMBRANCES EXIST RELATING TO THIS INSTRUMENT;

7.6.3. THE ASSET IS CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN;

7.6.4. THERE IS A CLEAR EVIDENCE OF THE HISTORY OF THE INSTRUMENT;

7.6.5. THE PARTICIPATION OF PARTY A PURSUANT TO THIS AGREEMENT IS AUTHORIZED BY

THE GOVERNING DOCUMENTS RELATING TO PARTY A AND THAT THE TERMS OF THIS
AGREEMENT DO NOT VIOLATE ANY OBLIGATIONS BY WHICH PARTY A IS BOUND; AND

7.6.6. THAT ALL COMPLIANCE DOCUMENTATION AND SIMILAR DOCUMENTATION EVIDENCING

THE UNDERSIGNED’S AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT IS A TRUE
AND ACCURATE REPRESENTATION.

7.7. PARTY A AGREES TO DELIVER SUCH ORGANIZATIONAL DOCUMENTS AND OTHER DOCUMENTS TO
PARTY B AS IS REASONABLY REQUIRED IN ORDER TO FACILITATE THE TRANSACTION.

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NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED

HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH
ARE HEREBY ACKNOWLEDGED, THE PARTY A AND THE PARTY B HEREBY AGREE AS FOLLOWS:

TERMS AND CONDITIONS

WHEREAS:

1. PARTY A HEREWITH AGREES TO ISSUE A 100% (ONE HUNDRED PERCENT) CASH BACKED STANDBY
LETTER OF CREDIT FROM XXXXXXXXXXX BANK, LOCATED AT XXXXXXXXXXXXXXXXXXXX WITH FACE VALUE
€/$XX0,000,000.00 (XX XXXXXXX MILLION EUROS/USD), WITH EXTENSIONS IF AGREED, IN TRANCHE
AMOUNTS AS PER APPENDIX D (IF APPLICABLE).

2. PARTY A HEREBY CONFIRMS TO MAKE AVAILABLE FOR MONETIZATION THE STANDBY LETTER OF CREDIT
BY SWIFT MT760 TO THE CREDIT PROVIDING BANKS AS INDICATED BY PARTY B IN THIS AGREEMENT.
PARTY A FURTHER CONFIRMS THAT THE FUNDS ARE AVAILABLE TO FULFIL THE REQUIREMENTS FOR
SENDING THE STANDBY LETTER OF CREDIT VIA SWIFT MT760 INSTRUMENT THAT COMPLIES WITH THE
ICC RULE 600 FORMAT.

3. PARTY B WARRANTS THAT THE FUNDING BANK WILL FULFIL THE REQUIREMENTS OF THIS AGREEMENT
AND IS WILLING, READY AND ABLE TO MAKE AVAILABLE, TO THE BENEFIT OF PARTY A, A NON-
RECOURSE, NON-REPAYABLE, LOAN IN THE AMOUNT OF UP TO XX% (XXXXX PERCENT) OF FACE VALUE
AND COMMISSION FEES OF 2% (TWO PERCENT) OF FACE VALUE OF THE SBLC OF €/$XX0,000,000.00 (XX
XXXXXXX MILLION EUROS/USD) (APPENDIX C), WITH EXTENSIONS IF AGREED, ISSUED BY LATEST SWIFT
FORMAT FROM XXXXXXXXXXX BANK, LOCATED AT XXXXXXXXXXXXXXXXXXXX, VALID FOR 1 (ONE) YEAR
AND 1 (ONE) DAY IN FAVOUR OF PARTY B’S DESIGNATED ACCOUNT UNDER THE BELOW STATED TERMS
AND CONDITIONS AGREED UPON HEREIN.

BANK INSTRUMENT DESCRIPTION

INSTRUMENT STANDBY LETTER OF CREDIT (SBLC) CASH BACKED, TRANSFERRABLE,

ASSIGNABLE AND DIVISIBLE
FORMAT AS PER APPENDIX C
CURRENCY USD/EURO
ISSUING BANK XXXXX BANK, LOCATED AT XXXXXXXXXXXX
TOTAL CONTRACT AMOUNT €/$XX0,000,000.00 (XX XXXXXXX MILLION EUROS/USD)
NET MONETIZATION XX% (XXXX PERCENT) TO PARTY A
2% (TWO PERCENT) TO CONSULTANTS
TERM NEW ISSUE - 1 YEAR & 1 DAY
DELIVERY MT-760
MODE OF PAYMENT UNCONDITIONAL SWIFT WIRE TRANSFER BY SWIFT MT-103

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PROCEDURE

1)  PARTY A SUBMITS TO PARTY B THIS AGREEMENT, TOGETHER WITH:

1.1 CLIENT INFORMATION SHEET (CIS)
1.2 SIGNATORY'S PASSPORT COPY
1.3 CERTIFICATE OF INCORPORATION
IF PARTY A IS NOT THE ISSUER/APPLICANT, A CIS OF THE ISSUER/APPLICANT MUST ASLO BE
SUBMITTED WITH THIS AGREEMENT.
2) AFTER REVIEW AND ACCEPTANCE BY PARTY B, PARTY A SIGNS THIS AGREEMENT AND RETURNS IT TO
PARTY B FOR SIGNATURE AND IT THUS BECOMES A FULL RECOURSE COMMERCIAL AGREEMENT. PARTY B
WILL ALSO PROVIDE WITH THE AGREEMENT:
1.1 CLIENT INFORMATION SHEET
1.2 SIGNATORY’S PASSPORT COPY
1.3 CERTIFICATE OF INCORPORATION
3) BEFORE ISSUING SWIFT MT799 PRE-ADVICE, PARTY A AGREES TO THE FOLLOWING:
A)  THE ISSUING BANK OFFICER SENDS A BANK EMAIL TO THE CLIENT (ISSUER/APPLLICANT/ACCOUNT
HOLDER) STATING “READINESS TO ISSUE MT799/760 SBLC AS INSTRUCTED BY THE [APPLICANTISSUING
ACCOUNT HOLDER].” NO BANK RWA LETTER IS NECESSARY.
B) THE BANK EMAIL MUST BE COPIED TO MONETIZER’S EMAIL ADDRESS (compliance@xxxxxxx.xxx) 
C) MONETIZER VERIFIES THE ABOVE EMAIL AS BEING PROPERLY ISSUED BY XXXXXX BANK’S EMAIL
SERVER.
4) AFTER VERIFICATION IN 3) ABOVE, ISSUING BANK WILL SEND SWIFT MT799 TO RECEIVING BANK. PARTY
A’S BANK OFFICER (xxxxxx@xxxxxxx.xxx) WILL SEND MT799 (AS PER APPENDIX A) TO PARTY B’S BANK
OFFICER (xxxxxx@xxxxxxx.xxx) AND FOR TRACING CC TO xxxxxx@xxxxxxx.xxx
5) WITHIN 2 (TWO) BANKING DAY AFTER RECEIPT OF THE MT799 PRE-ADVICE IN 3) ABOVE, RECEIVING BANK
WILL RESPOND VIA SWIFT MT799. PARTY B’S BANK OFFICER (xxxxxx@xxxxxxx.xxx) SHALL REPLY BY MT799
(AS PER APPENDIX B) TO PARTY A’S BANK OFFICER (xxxxxx@xxxxxxx.xxx), AND FOR TRACING CC TO
xxxxxx@xxxxxxx.xxx
6) WITHIN 2 (TWO) BANKING DAY OF RECEIPT OF PARTY B'S MT799, PARTY A'S DESIGNATED BANK WILL
ISSUE THE SBLC VIA SWIFT MT760 (APPENDIX C), TO PARTY B’S DESIGNATED BANK RECEIVING ACCOUNT.
PARTY A'S BANK OFFICER (xxxxxx@xxxxxxx.xxx) SHALL PROVIDE BY E-MAIL CERTIFIED COPY OF SAID
MT760 TO PARTY B’S BANK OFFICER (xxxxxx@xxxxxxx.xxx) AND FOR TRACING CC TO: xxxxxx@xxxxxxx.xxx
7) THE ORIGINAL OF THE SBLC WILL BE SENT BY PARTY A’S DESIGNATED BANK WITHIN FIVE (5) BANKING
DAYS AFTER THE SWIFT MT760 HAS BEEN ISSUED AND PARTY A HAS RECEIVED ALL PAYMENTS DUE, DULY
STAMPED AND SIGNED BY 2 (TWO) BANK OFFICERS, TO PARTY B’S DESIGNATED BANK BY BANK BONDED
COURIER.
8) FOLLOWING VERIFICATION, CONFIRMATION, AUTHENTICATION AND ACCEPTANCE ON ACCOUNT OF THE
SWIFT MT760 SBLC, PARTY B’S PAYING BANK SHALL RELEASE THE MONETIZED FUNDS IN THE AMOUNT OF
UP TO XX% (XXX PERCENT) OF FACE VALUE PLUS 2% (TWO PERCENT) OF FACE VALUE COMMISSION FEES
WITHIN 5 (FIVE) BANKING DAYS;
9) THE STANDBY LETTER OF CREDIT WILL BE RETURNED TO PARTY A’S BANK WITHIN 15 (FIFTEEN) DAYS
PRIOR TO MATURITY UNENCUMBERED, WITHOUT LIENS AND ANY OBLIGATION. SHOULD THE STANDBY
LETTER OF CREDIT NOT BE RETURNED TO PARTY A’S DESIGNATED BANK 15 (FIFTEEN) DAYS PRIOR TO
MATURITY, PARTY A’S BANK SHALL ISSUE SWIFT MT192 IN CANCELLATION OF THE STAND BY LETTER OF
CREDIT.

IT IS UNDERSTOOD THAT PARTY B SHALL BE TASKED WITH THE ENHANCEMENT OF THE NET MONETIZED
CASH FUNDS FOR THIS TRANSACTION.

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SHOULD PARTY B DEFAULT IN PAYING THE BROKER’S FEES, AS PER THIS AGREEMENT, WITHIN A PERIOD OF 7
(SEVEN) BANKING DAYS AFTER VERIFICATION, CONFIRMATION, AUTHENTICATION AND ACCEPTANCE ON
ACCOUNT OF THE SWIFT MT760 STANDBY LETTER OF CREDIT, PARTY A SHALL INSTRUCT THE ISSUING BANK
TO PUT A CLAIM ON THE INSTRUMENT, BY SWIFT MT192, AND THE STANDBY LETTER OF CREDIT WILL BE
RETURNED TO PARTY A’S DESIGNATED BANK UNENCUMBERED, WITHOUT LIEN AND ANY OBLIGATION, WITH
A 2% (TWO PERCENT) NON-PERFORMANCE PENALTY FEE.

SHOULD PARTY A DEFAULT IN COMPLETING ISSUING OF THE INSTRUMENT AS PER THIS AGREEMENT, PARTY
B SHALL INSTRUCT THE RECEIVING BANK TO PUT A CLAIM ON THE INSTRUMENT, THEREBY FORCING THE
ISSUING BANK TO PAY A 2% (TWO PERCENT) NON-PERFORMANCE PENALTY FEE.

ANY UNAUTHORIZED BANK CALLS, PROBES OR COMMUNICATIONS, OR 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.

BANKING INFORMATION

PARTY A'S BANKING COORDINATES

(1) PARTY A’S BANK COORDINATES TO SEND SWIFT MT799 AND MT760:

BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NUMBER
ACCOUNT NAME
BANK OFFICER
BANK TELEPHONE
BANK OFFICER E-MAIL

(2) PARTY A’S PAYMENT RECEIVING BANK COORDINATES (TO RECEIVE LTV):

BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NUMBER
ACCOUNT NAME
BANK OFFICER
BANK TELEPHONE
BANK OFFICER E-MAIL

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PARTY B'S BANKING COORDINATES:

(1) PARTY B’S BANK COORDINATES TO RECEIVE SWIFT MT799 AND MT760:

BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NUMBER
ACCOUNT NAME
BANK OFFICER
BANK TELEPHONE
BANK OFFICER E-MAIL

(2) PARTY B’S PAYMENT RECEIVING BANK COORDINATES (TO RECEIVE COMMISSION FEES PAYMENT OF
1%):

BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NUMBER
ACCOUNT NAME
BANK OFFICER
BANK TELEPHONE
BANK OFFICER E-MAIL

(3) PARTY B’S PAYMENT RECEIVING BANK COORDINATES (TO RECEIVE COMMISSION FEES PAYMENT OF
1%):

BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NUMBER
ACCOUNT NAME
BANK OFFICER
BANK TELEPHONE
BANK OFFICER E-MAIL

IMPROPER RELEASE OF THE ABOVE BANKING INFORMATION, FOR ANY REASON, WITHOUT THE WRITTEN
PRIOR AUTHORIZATION OF OTHER PARTY, SHALL BE CONSIDERED AS A BREACH OF CONTRACT AND WILL
CAUSE A DEFAULTED PARTY TO BE ACTIONABLE FOR DAMAGES SUSTAINED HEREBY. EACH PARTY IS NOT

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ALLOWED TO CONTACT THE OTHER PARTY'S BANK WITHOUT EXPRESSED WRITTEN PERMISSION. ANY PARTY
ATTEMPTING TO DO SO WILL LEAD TO CANCELLATION OF THIS TRANSACTION/AGREEMENT.

SPECIAL CONDITIONS

ANY UNAUTHORIZED CALLS BY ANY PARTY OR ITS REPRESENTATIVE LAWYERS TO PROBE OR

COMMUNICATION IN AN IMPROPER WAY TO PARTY A OR PARTY B’S BANK(S) IN THIS TRANSACTION SHALL
BE PROHIBITED AND CONTRACT TERMINATED.

GENERALLY RECOGNIZED INTERNATIONAL STANDARDS CONCERNING THE PAYMENT OF FEES AND

COMMISSIONS, AS WELL AS NON-CIRCUMVENTION AND NON-DISCLOSURE SHALL APPLY FOR A PERIOD OF
FIVE (5) YEARS.

THIS TRANSACTION CONSTITUTES A MONETIZATION OF BANK INSTRUMENTS BETWEEN THE PARTIES AND
SHALL NOT BE CONSTRUED AS A SECURITY TRANSACTION DESCRIBED IN THE UNITED STATES SECURITIES ACT
OF 1934 AS AMENDED OR BY THE LAWS OF ANY OTHER NATION.

FACSIMILE, E-FAX OR E-MAIL TRANSMISSION AND COPIES OF THIS DOCUMENT, WHEN FULLY EXECUTED ARE
TO BE CONSIDERED ORIGINAL AND BINDING DOCUMENTS.

UPON ACCEPTANCE, THIS LOI/DOA BECOMES A LEGAL AND BINDING CONTRACT BETWEEN THE PARTIES.
EACH PARTY HOLDS ONE OF THE LOI/DOA SIGNED IN ORIGINAL AND MAY BE EXCHANGED TO COMPLETE
SIGNATURES IN WET INK AS HARD COPY CONTRACT WHEN REQUIRED.

BOTH PARTY A AND PARTY B JOINTLY AND SEVERALLY COVENANT AND UNDERTAKE TO ENSURE THAT THEIR
RESPECTIVE OBLIGATIONS UNDER THIS CONTRACT ARE MET. FAILURE TO PERFORM THEIR OBLIGATION
UNDER THIS CONTRACT WILL ENTITLE THE INJURED PARTY TO SERVE NOTICE OF TERMINATION OF THIS
AGREEMENT.

LIMIT OF LIABILITY

PARTY A AGREES THAT ALL CONTRACTS PERTAINING TO PARTY A’S ASSETS ARE FOR PARTY A’S ACCOUNT
AND RISK. THE ICC RULES AND REGULATIONS IMPOSE LIABILITIES UNDER CERTAIN CIRCUMSTANCES ON
PERSONS WHO ACT IN GOOD FAITH AND NOTHING IN THIS AGREEMENT SHALL CONSTITUTE A WAIVER OF
LIMITATION OF ANY RIGHTS WHICH PARTY A MAY HAVE UNDER THE ICC RULES AND REGULATIONS.

APPLICABLE RULES AND REGULATIONS OF THE INTERNATIONAL CHAMBER OF COMMERCE (ICC) LATEST
PUBLICATION SHALL GOVERN ALL MATTERS RELATING TO THE VALIDITY, INTERPRETATION OR
PERFORMANCE OF THIS AGREEMENT.

ANY DISPUTES ARISING FROM AND RELATED TO THIS AGREEMENT SHALL BE SETTLED BY THE PARTIES
THROUGH FRIENDLY NEGOTIATIONS. IF A DISPUTE CANNOT BE RESOLVED THROUGH FRIENDLY
NEGOTIATIONS WITHIN SIXTY (60) CALENDAR DAYS FROM THE DATE THE DISPUTE AROSE, THE RELEVANT
PARTY MAY SUBMIT SUCH DISPUTE FOR ARBITRATION IN ACCORDANCE WITH ARBITRATION RULES OF THE
INTERNATIONAL CHAMBER OF COMMERCE E IN PARIS. THE ARBITRATION AWARD SHALL BE FINAL AND
BINDING ON THE RESPECTIVE PARTIES.

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REPRESENTATIONS AND WARRANTIES

THE PARTIES REPRESENT AND WARRANT AS FOLLOWS:

1. THE PARTIES ARE NOT REGISTERED, AND ARE NOT REQUIRED TO BE REGISTERED, AS INVESTMENT
ADVISERS;

2. THE INDIVIDUAL PERSONS EXECUTING THIS AGREEMENT ON BEHALF OF EACH RESPECTIVE PARTY ARE
DULY AUTHORIZED TO ENTER INTO THIS AGREEMENT BY AND ON BEHALF OF EACH RESPECTIVE PARTY;

3. THE PARTIES ARE DULY FORMED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE REGISTRAR OF
COMPANIES IN THEIR JURISDICTION OF FORMATION AND ARE QUALIFIED TO DO BUSINESS IN ALL OTHER
JURISDICTIONS WHERE THEIR BUSINESS REQUIRES THEM TO BE SO QUALIFIED.

ARBITRATION

ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, WHICH IS NOT SETTLED
BY THE PARTIES, SHALL BE SUBJECT TO BINDING ARBITRATION. THE VERDICT RENDERED BY THE PANEL OF
ARBITRATORS SHALL BE FINAL AND BINDING AND MAY BE ENFORCED IN ANY COURT OF COMPETENT
JURISDICTION. IN THE EVENT OF A DISPUTE, THE FOLLOWING PROCEDURES SHALL APPLY:

1. A WRITTEN NOTICE SHALL BE SENT (BY REGISTERED MAIL AT THE POSTAL ADDRESS OR THROUGH E-
MAIL WITH RETURN RECEIPT REQUESTED) BY THE AGGRIEVED PARTY TO THE PARTY IN DEFAULT,
WHICH SHALL INCLUDE AN EXPLICIT AND DETAILED STATEMENT OF THE DISPUTE. THE PARTY BEING
SERVED THE NOTICE SHALL HAVE 15 FIFTEEN) BUSINESS DAYS TO RESPOND IN WRITING AND / OR TO
CURE THE DEFAULT. IF THE PARTIES FAIL TO RESOLVE THE DISPUTE WITHIN THE FIFTEEN-BUSINESS
DAY PERIOD, THE MATTER WILL BE SUBMITTED TO ARBITRATION AS FOLLOWS.

2. THE PARTIES AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS BY
ARBITRATION IN ACCORDANCE WITH THE RULES OF CONCILIATION AND ARBITRATION OF THE
INTERNATIONAL CHAMBER OF COMMERCE, PHILADELPHIA PENNSYLVANIA PER ICC DOCUMENT Y432-
A AND OTHER APPLICABLE ICC DOCUMENTS. ARBITRATION PROCEEDINGS SHALL BE DIRECTED BY
THREE ARBITRATORS, ONE APPOINTED BY EACH PARTY AND THE THIRD SUBSEQUENTLY APPOINTED
BY THE FIRST TWO ARBITRATORS. THE ARBITRATORS FOR ANY ARBITRATION PROCEEDING REFERRED
TO HEREIN SHALL BE CHOSEN AS FOLLOWS:

A. ONE SHALL BE CHOSEN BY THE PARTY SEEKING ARBITRATION;

B. ONE SHALL BE CHOSEN BY THE OTHER PARTY HERETO; AND

C. ONE SHALL BE CHOSEN BY THE TWO ARBITRATORS SELECTED HEREUNDER.

D. THE ARBITRATORS TO BE CHOSEN BY THE PARTIES SHALL BE CHOSEN WITHIN 30 (THIRTY) DAYS
OF THE SERVICE OF A DEMAND FOR ARBITRATION ON ANY OF THE PARTIES. IF THE TWO
ARBITRATORS APPOINTED ABOVE SHALL NOT AGREE TO THE APPOINTMENT OF THE THIRD

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ARBITRATOR TO BE APPOINTED AS PROVIDED HEREIN, SUCH THIRD ARBITRATOR SHALL BE

APPOINTED JOINTLY BY THE OTHER TWO APPOINTED ARBITRATORS, SUBJECT TO CHALLENGE BY
ANY PARTY ONLY BY REASON OF A CONFLICT OF INTEREST. THE PARTIES AGREE TO HAVE THE
DISPUTE ARBITRATED IN ACCORDANCE WITH SAID RULES OF ARBITRATION. THE ARBITRATION
PROCEEDINGS SHALL BE HELD IN HONG KONG, SINGAPORE, ENGLAND OR OTHER LOCATION
MUTUALLY AGREED IN WRITING BY THE PARTIES FAILURE TO APPEAR WITHOUT A SHOWING OF
GOOD CAUSE, SHALL ENTITLE THE OTHER PARTY TO AN AWARD.

E. THE DECISION AND AWARD MADE BY THE ARBITRATORS SHALL INCLUDE THE AWARD OF ALL
COSTS AND EXPENSES INCLUDING ATTORNEY'S FEES AND EXPENSES, INCURRED BY THE
AGGRIEVED PARTY AS A RESULT OF THE DISPUTE. ANY SUCH AWARD SHALL BE PAID TO THE
PREVAILING PARTY BY THE UNSUCCESSFUL PARTY WITHIN THIRTY (30) DAYS AFTER THE AWARD.
IN THE EVENT OF CIRCUMVENTION, EITHER DIRECTLY OR INDIRECTLY, OR ANY OTHER DISPUTE
ARISING OUT OF, OR RELATING TO THIS CONTRACT, THE AGGRIEVED PARTY SHALL BE ENTITLED
TO MONETARY COMPENSATION EQUAL TO THE MAXIMUM FEE, COMMISSION, REMUNERATION,
CONSIDERATION, OR BENEFIT IT WOULD HAVE RECEIVED.

FROM SUCH TRANSACTION, AND SUCH OTHER DAMAGES AND RELIEF AS MAY BE DEEMED APPROPRIATE.
THE SUM ALLOWED, AND RELIEF GRANTED SHALL HE PAID AND BECOME DUE AND PAYABLE WITHIN THE
THIRTY (30) DAY PERIOD REQUIRED FOR THE PAYMENT OF FEES AND EXPENSES, UNLESS OTHERWISE
SPECIFIED IN THE ARBITRATION DECISION. SETTLEMENT UPON AN AWARD SHALL BE FINAL, AND MAY BE
ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

ALL MATTERS CONCERNING ARBITRATION AND LITIGATION OF THIS AGREEMENT SHALL BE CONDUCTED IN
ENGLISH; AND IN ALL MATTERS OF INTERPRETATION AND COMPREHENSION OF THIS AGREEMENT AND ANY
DOCUMENTATION HOWSOEVER PERTAINING TO IT, THE ENGLISH LANGUAGE SHALL TAKE PRECEDENCE
OVER ALL OTHERS.

IN THE UNLIKELY EVENT THAT THE PARTIES REFUSE THE DECISION OF THE ARBITRATION PROCESS A
FURTHER PROCEDURE WILL BE INVOKED IN THE LONDON COURTS UNDER THE JURISDICTION OF THE LAWS
OF ENGLAND AND WALES.

CONFIDENTIALITY, NON-CIRCUMVENTION AND NON-DISCLOSURE

THE PARTIES HEREIN AGREE THE NON-CIRCUMVENTION / NON-DISCLOSURE RULES OF ICC, LATEST EDITION,
SHALL APPLY TO THE TRANSACTION FOR A PERIOD OF 5 (FIVE) YEARS FROM THE DATE OF EXECUTION OF
THIS AGREEMENT BY THE UNDERSIGNED, HIS/HER ASSIGNS, AGENTS, AND/OR HEIRS. THIS NC/ND ALSO
APPLIES TO ANY AND ALL OTHER TRANSACTIONS DIRECT OR INDIRECT. REGARDING THIS TRANSACTION,
EACH PARTY AND THEIR RESPECTIVE INTERMEDIARIES WARRANT NOT REVEALING THE BANKING
COORDINATES, PROVIDED HEREIN, TO ANY INDIVIDUAL OR INSTITUTION OTHER THAN THOSE BANKING
OFFICERS NECESSARY FOR COMPLETION OF THIS TRANSACTION.

THIS AGREEMENT INCORPORATES THE RULES OF NON-CIRCUMVENTION AND NON-DISCLOSURE

ESTABLISHED AND PROMULGATED BY THE INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.), WHICH RULES
ARE MADE A PART HEREOF BY THIS REFERENCE; FURTHER, IT IS UNDERSTOOD AND AGREED BY THE PARTIES
HERETO THAT THE UNDERTAKING SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT, AND, SHALL
REMAIN IN FULL FORCE AND EFFECT FOR A PERIOD OF 5 (FIVE) YEARS FROM THE DATE OF THIS AGREEMENT

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UNLESS RELEASED, ALTERED AND/OR WAIVED FOR REASONABLE AND/OR DUE CAUSE BY THE PARTIES
HERETO MUTUALLY, BY INDEPENDENT NOTIFICATION; AND

DURING THE COURSE OF THIS AGREEMENT AND FOR A PERIOD OF 5 (FIVE) YEARS FROM THE EFFECTIVE
DATE OF THIS AGREEMENT, CERTAIN NAMES, ADDRESSES, TELEPHONE, FACSIMILE OR OTHER ELECTRONIC
ADDRESSES OF VARIOUS PERSONS OR ENTITIES WILL BE, OR HAVE ALREADY BEEN MADE BY EACH PARTY TO
THE OTHER. IT IS UNDERSTOOD THAT ALL INFORMATION REFERRED TO ABOVE IS INTENDED TO BE AND
SHALL REMAIN PROPRIETARY TO THE PARTY WHO WAS IN INITIAL POSSESSION OF SUCH INFORMATION,
AND THE OTHER PARTY TO THIS AGREEMENT SHALL NOT MAKE ANY FURTHER CONTACT OR TRANSACT ANY
SUBSEQUENT BUSINESS WITH SUCH PERSON OR ENTITY, WITHOUT THE CONSENT IN WRITING OF THE
OTHER PARTY TO THIS AGREEMENT THAT HAS THE PROPRIETARY RIGHTS TO THE SAID INFORMATION.

THIS AGREEMENT SHALL NOT BE REPRODUCED OR DISSEMINATED IN ANY MANNER WHATSOEVER, EXCEPT
WHEN REQUIRED FOR THE EXECUTION, IMPLEMENTATION AND CONTROL OF THIS AGREEMENT, AND, ON A
NEED-TO-KNOW BASIS; FURTHER, THIS AGREEMENT, AND THE MATERIAL INFORMATION CONTAINED
HEREIN, SHALL ONLY BE PROVIDED TO THOSE PERSONS OR ENTITIES THAT ARE DIRECTLY INVOLVED WITH
THE CLOSING OF THE TRANSACTION(S) AS CONTEMPLATED HEREIN.

AFTER CONFIRMING, BY SIGNATURE AND SEAL, THIS DOCUMENT WILL BE EFFECTIVE EQUAL AS AN
AGREEMENT/ CONTRACT. EACH PARTY HOLDS ONE OF THE EFFECTIVE AGREEMENT/CONTRACTS BY THEIR
EXECUTION BELOW, THE PARTIES HERETO AGREE TO THE GENERAL TERMS AND ALL CONDITIONS HEREIN
AND WARRANT ONTO THE OTHER THE ENTIRE AGREEMENT BETWEEN PARTIES.

ASSIGNMENT AND TERMINATION

EACH PARTY SHALL NOT BE ENTITLED TO ASSIGN, TRANSFER OR SUBCONTRACT ITS RIGHTS OR OBLIGATIONS
UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF OTHER PARTY.

ACCEPTANCE OF COMMERCIAL RISK

PARTY B WILL DEPLOY BEST EFFORTS TO ENSURE THAT THE TRANSACTION IS EXECUTED IN A MANNER THAT
WILL PROTECT THE INSTRUMENT AND/OR THE ASSET OF PARTY A NOTWITHSTANDING PARTY A ACCEPTS
THE RESPONSIBILITY OF UNDERSTANDING THE RISKS INVOLVED WITH THE TRANSACTION REQUESTED
UNDER THIS AGREEMENT AND ANY OTHER ASSOCIATED AGREEMENTS.

PARTY A ACKNOWLEDGES AND AGREES THAT IT HAS VOLUNTARILY REQUESTED SERVICES FROM PARTY B
AND FURTHER THAT NEITHER PARTY B NOR HIS ASSOCIATES HAVE SOLICITED PARTY A IN ANY WAY.

PARTY A AGREES THAT IT HAS APPLIED THE INSTRUMENT AND THE RESULTING ASSET TO THE TRANSACTION
OF ITS OWN FREE WILL.

THE TRANSACTION SCHEDULE AND ANY TIME SCHEDULES PROVIDED OR CONTRACTED ARE ESTIMATES
BASED ON THE INFORMATION AVAILABLE AT THE TIME. DELAYS MAY BE ALLOWED IF CAUSED BY MARKET
CONDITIONS AND OUTSIDE PARTIES OVER WHICH PARTY B HAS NO CONTROL, E.G., PLATFORMS, BANKS, OR
ANY PARTY ENGAGED TO PROCESS THE TRANSACTION.

NEITHER PARTY CAN HOLD ANY PARTY ACCOUNTABLE FOR FAILURE DUE TO UNCONTROLLABLE MARKET
CONDITIONS, ACTS OF NATURE, OR RESTRICTIVE ACTIONS OF ANY GOVERNMENT AND/OR REGULATORY
AUTHORITY.
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FORCE MAJEURE STANDARDS APPLY HERETO PURSUANT TO THE RULES PROMULGATED BY THE
INTERNATIONAL CHAMBER OF COMMERCE (ICC) WHICH RULES ARE DEEMED TO BE INCORPORATED HEREIN.

TAXES

UNLESS OTHERWISE AGREED AND ARRANGED IN WRITING, EACH PARTY AND RECIPIENT OF GAINS OF ANY
SORT, FOR ANY AMOUNT SHALL EACH BE PERSONALLY RESPONSIBLE FOR THE PAYMENT OF ANY, AND ALL,
TAXES INCURRED AS A RESULT OF THE RESULTS DERIVED FROM THE GAINS REALIZED UNDER THIS
AGREEMENT. UNLESS OTHERWISE AGREED AND ARRANGED IN WRITING, ANY AND ALL TAXES ARISING
FROM THE PROCEEDS OF THIS AGREEMENT, SHALL BE THE SOLE PERSONALLY RESPONSIBLE OF EACH OF THE
PARTIES.

BOTH PARTIES SHALL BE RESPONSIBLE FOR THEIR OWN INSTITUTIONAL COSTS, AND ACCEPT LIABILITY FOR
TAXES, IMPOSTS, LEVIES OR CHARGES THAT MAY BE APPLICABLE IN THE EXECUTION OF THE TRANSACTION.

TERM

THE TERM OF THIS AGREEMENT SHALL BE FOR THE PERIOD DEFINED IN THIS AGREEMENT UNLESS
OTHERWISE EXTENDED.

GENERAL CONDITIONS

IF A SITUATION ARISES REQUIRING THE PARTIES TO PREPARE AND EXECUTE A SUPPLEMENTAL AGREEMENT
AND/OR ADDENDUM TO CLARIFY AND/OR AMPLIFY ANY MATTER NOT ADEQUATELY DEALT WITH HEREIN,
OR WHICH HAS BEEN OVERLOOKED OR INADVERTENTLY MISSED HEREIN, THEN BY MUTUAL CONSENT OF
BOTH PARTIES SUCH SUPPLEMENTAL AGREEMENT AND/OR ADDENDUM SHALL BE PREPARED AND
EXECUTED.

SEVERABILITY, ASSIGNMENT, COUNTERPARTS

IF ANY PROVISION HEREOF OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE SHALL BE
INVALID, ILLEGAL OR UNENFORCEABLE TO ANY EXTENT OR FOR ANY REASON, THE REMAINDER OF THIS
AGREEMENT AND THE APPLICATION THEREOF SHALL NOT BE AFFECTED AND SHALL BE ENFORCEABLE TO
THE FULLEST EXTENT PERMITTED BY LAW.

EACH COVENANT, TERM, PROVISION AND AGREEMENT HEREIN SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES HERETO AND, TO THE EXTENT PERMITTED BY THIS AGREEMENT, THEIR RESPECTIVE
HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS. NONE OF THE PROVISIONS OF THIS
AGREEMENT SHALL BE FOR THE BENEFIT OF, OR ENFORCEABLE BY ANY CREDITORS OF ANY PARTY.

THIS AGREEMENT, ANY SUPPLEMENTAL AGREEMENTS AND/OR ADDENDUM MAY BE EXECUTED IN

COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH SHALL CONSTITUTE
ONE AND THE SAME AGREEMENT.

THIS AGREEMENT, ANY SUPPLEMENTARY AGREEMENTS AND/OR ADDENDA MAY BE EXECUTED AND
DELIVERED BY FACSIMILE TRANSMISSION OR OTHER ELECTRONIC MEANS AND SHALL BE CONSIDERED
ORIGINAL DOCUMENTS.
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AMENDMENTS

ANY CHANGE OR MODIFICATION TO THIS AGREEMENT MUST BE MADE IN WRITING AND EXECUTED BY ALL
PARTIES AS A CONDITION PRECEDENT TO THE IMPLEMENTATION OF SUCH CHANGES OR MODIFICATIONS.
ALL DULY EXECUTED AMENDMENTS AND EXHIBITS ARE FULLY INCORPORATED INTO THIS AGREEMENT AND
SHALL CONSTITUTE AN INTEGRAL PART OF THE PRESENT AGREEMENT.

ENTIRE UNDERSTANDING

THIS AGREEMENT INITIALLED ON EACH PAGE BY PARTY A AND PARTY B SHALL CONSTITUTE THE ENTIRE
AGREEMENT BETWEEN THE PARTIES. NO VERBAL REPRESENTATION, WARRANTIES OR STATEMENTS BY
ANYONE SHALL HAVE ANY FORCE OR EFFECT WHATSOEVER ON THIS AGREEMENT UNLESS SET FORTH IN
WRITING HEREIN. FURTHER, THIS AGREEMENT SUPERSEDES ANY AND ALL OTHER AGREEMENTS OR
UNDERSTANDINGS WHETHER ORAL, WRITTEN OR IMPLIED BETWEEN THE PARTIES HERETO.

ADEQUATE COUNSEL

PARTY A ACKNOWLEDGES THAT HE HAS HAD ADEQUATE TIME AND OPPORTUNITY TO CONSULT WITH
COUNSEL OF THEIR CHOOSING PRIOR TO EXECUTION HEREOF; PARTY A AGREES THAT HE FULLY AND
COMPLETELY UNDERSTANDS THE FACTS AND HAS BEEN FULLY INFORMED AS TO ANY RIGHTS AND
OBLIGATIONS IN CONNECTION THEREWITH; AND, HAVING HAD SUCH ADVICE, HAS EXECUTED THIS
AGREEMENT FREELY AND WITHOUT RESERVATION AND THERE IS NO PRESUMPTION ARISING FROM
AUTHORSHIP;

CONSTRUCTION PRINCIPLES

WHENEVER THE SINGULAR NUMBER IS USED HEREIN AND WHEN REQUIRED BY THE CONTEXT, THE SAME
SHALL INCLUDE THE PLURAL AND VICE VERSA, AND THE MASCULINE GENDER SHALL INCLUDE THE FEMININE
AND NEUTER GENDERS AND VICE VERSA.

THE HEADINGS HEREIN ARE INSERTED FOR CONVENIENCE ONLY AND DO NOT DESCRIBE, INTERPRET, DEFINE,
OR LIMIT THE SCOPE, EXTENT OR INTENT OF THIS AGREEMENT OR ANY PROVISION HEREOF.

THE FAILURE OF ANY PARTY TO SEEK REDRESS FOR DEFAULT OF, OR INSIST UPON THE STRICT
PERFORMANCE OF ANY COVENANT OR CONDITION HEREOF SHALL NOT PREVENT A SUBSEQUENT ACT,
WHICH WOULD HAVE ORIGINALLY CONSTITUTED A DEFAULT, FROM HAVING THE EFFECT OF AN ORIGINAL
DEFAULT.

THE RIGHTS AND REMEDIES PROVIDED HEREIN ARE CUMULATIVE. THE USE OF ANY ONE REMEDY BY ANY
PARTY SHALL NOT PRECLUDE OR WAIVE THE RIGHT TO USE ANY OTHER REMEDY. THESE RIGHTS AND
REMEDIES ARE GIVEN IN ADDITION TO ANY OTHER LEGAL RIGHTS THE PARTIES MAY HAVE.

NOTICES

ANY NOTICE GIVEN UNDER THIS AGREEMENT SHALL BE GIVEN PERSONALLY, BY E-MAIL, FACSIMILE OR BY
FIRST CLASS MAIL OR OVERNIGHT COURIER. SUCH NOTICES SHALL BE DEEMED GIVEN WHEN RECEIVED IF
GIVEN PERSONALLY, BY E-MAIL OR BY FIRST CLASS MAIL OR OVERNIGHT COURIER AND UPON
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ACKNOWLEDGMENT IF BY FACSIMILE, IN EACH CASE, TO THE ADDRESS APPEARING ON THE RECORDS OF

THE INDIVIDUAL / COMPANY.

SIGNATURES

ALL ELECTRONIC SIGNATURES (FAX OR EMAIL), INCLUDING THOSE IN COUNTER-PART, IN REGARD TO THIS
AGREEMENT SHALL BE ACCEPTED AS ORIGINAL SIGNATURES.

BINDING

THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND
THEIR RESPECTIVE SUCCESSORS. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER SHALL
NOT BE ASSIGNABLE OR DELEGABLE AND ANY ATTEMPTED ASSIGNMENT OR DELEGATION THEREOF SHALL
BE VOID, EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.

THIS PART OF THIS PAGE LEFT INTENTIONALLY BLANK FOR SIGNATURE SECTION TO APPEAR ON NEXT
PAGE

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IN WITNESS WHEREOF THE PARTIES EXECUTED THIS AGREEMENT AS OF THE DATE BELOW WRITTEN,

SIGNED THIS XXTH DAY OF DECEMBER 2021.

FOR AND BEHALF OF PARTY A:

_____________________________________
NAME:
TITLE:
PASSPORT NUMBER:
DATE OF ISSUE:
EXPIRY DATE:

SIGNED THIS 14TH DAY OF DECEMBER 2021.

FOR AND BEHALF OF PARTY B:

_____________________________________
NAME:
TITLE:
PASSPORT NUMBER:
DATE OF ISSUE:
EXPIRY DATE:

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NON-CIRCUMVENTION AND NON-DISCLOSURE

ALL PARTIES DO HEREIN AGREE THAT THE NON-CIRCUMVENTION AND NON-DISCLOSURE RULES (NCND) OF
ALL ISSUES FROM THE ICC 500 APPLY TO THIS TRANSACTION FOR A PERIOD OF 5 (FIVE) 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 THE FEE PROTECTION IS ASSIGNABLE AND TRANSFERABLE TO THE
BENEFICIARIES, HEIRS AND ASSIGNS UPON WRITTEN NOTICE OF ALL PARTIES, AND SHALL NOT BE AMENDED
WITHOUT THE EXPRESS WRITTEN CONSENT OF THE PARTIES. IF NO CONTRACT IS CONSUMMATED, 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 TRANSFER AND ANY OTHER TRANSMISSION SPECIFICALLY
AUTHORIZED BY THE BENEFICIARIES, IS PERMITTED. ALL COMMUNICATION SHALL CLEARLY REFERENCE THE
TRANSACTION CODE, THE LESSOR’S CODE AND THE LESSEE’S CODE REFERRED TO HEREIN. SHOULD A
CONTRACT BE SIGNED BETWEEN THE SELLER AND BUYER, A BANK ENDORSED CORPORATE PAY ORDER WILL
BE ISSUED 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.

SIGNED THIS XXTH DAY OF DECEMBER 2021.

FOR AND BEHALF OF PARTY A:

_____________________________________
NAME:
TITLE:
PASSPORT NUMBER:
DATE OF ISSUE:
EXPIRY DATE:

SIGNED THIS XXTH DAY OF DECEMBER 2021.

FOR AND BEHALF OF PARTY B:

_____________________________________
NAME:
TITLE:
PASSPORT NUMBER:
DATE OF ISSUE:
EXPIRY DATE:
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NON-SOLICITATION STATEMENT

I, XXXXXXXXXXXXX, WITH PASSPORT NUMBER XXXXXX / XXXXXXX, DO HEREBY CONFIRM THAT I HAVE
REQUESTED OF YOU AND YOUR ASSOCIATES, SPECIFIC CONFIDENTIAL INFORMATION AND
DOCUMENTATION REGARDING A CURRENTLY AVAILABLE MONETIZATION OPPORTUNITY 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 STRICTLY 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 MONETIZATION, AND THAT IT IS
IN NO WAY RELYING UPON OR RELATING TO THE UNITED STATES SECURITIES ACT OF 1933 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 MONETIZATION 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 PARTIES.

SIGNED THIS XXTH DAY OF DECEMBER 2021.

FOR AND BEHALF OF PARTY A:

_____________________________________
NAME:
TITLE:
PASSPORT NUMBER:
DATE OF ISSUE:
EXPIRY DATE:

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APPENDIX A

DRAFT TEXT OF MT199/799 PRE-ADVICE

(FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT)

WE, XXXXXXXX BANK, LOCATED AT XXXXXX, HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY, PURSUANT
TO THE REQUEST AND ON BEHALF OF OUR CLIENT, XXXXXXXXXXXXX XXX., WITH ACCOUNT NUMBER
XXXXXXX, THAT WE ARE READY, WILLING AND ABLE TO ISSUE AN UNCONDITIONAL, DIVISIBLE,
TRANSFERABLE AND ASSIGNABLE, CASH-BACKED STANDBY LETTER OF CREDIT (SBLC) OF ICC PUBLICATION
500/600 FORMAT, TO THE BENEFICIARY, XXXXXXX, WITH ACCOUNT NUMBER XXXXXXXXXXX, IN THE TOTAL
AMOUNT OF EURO €XXX,000,000.00 (XXXXXXXXXXX HUNDRED MILLION EURO), WITH MATURITY DATE OF
ONE YEAR AND ONE MONTH FROM ISSUANCE DATE AND IT SHALL BE TRANSMITTED VIA SWIFT MT760
WITHIN THREE BANK DAYS UPON RECEIVING YOUR MT199 RWA TO RECEIVE NOTIFICATION TO
XXXXXXXXXXXXXDESIGNATED BANK ACCOUNT FROM XXXXXXXXXXXXXXXXXXXXXX DESIGNATED BANK
ACCOUNT.

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APPENDIX B

DRAFT TEXT OF MT199/799 RESPONSE

(FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT)

AT THE REQUEST OF OUR CLIENT: XXXXXXXXXXXXXXXXXXXXXX, WE, XXXXXXXXXXX LOCATED AT

XXXXXXXXXXXXXXXXXXXXXX, HEREBY IRREVOCABLY CONFIRM THAT WE ARE PREPARED TO UNDERTAKE THE
FOLLOWING:

1. TO RECEIVE, VIA SWIFT MT760 INTO OUR CLIENT’S ACCOUNT, XXXXXXXXXXXXXXXXXXXXXX, ACCOUNT
NUMBER XXXXXXXXXXX, A CASH-BACKED, ASSIGNABLE, TRANSFERABLE, DIVISIBLE AND
UNCONDITIONAL STANDBY LETTER OF CREDIT (SBLC) IN THE TOTAL AMOUNT OF €XXX,000,000.00
(XXXXXXXXXXX HUNDRED MILLLION EURO) WITH MATURITY DATE OF ONE YEAR AND ONE DAY FROM
ISSUANCE DATE; AND,

2. TO FUND THE SWIFT MT760SBLC, UNDER THE PROCEDURE, TERMS, AND CONDITIONS OF THE DEED OF
AGREEMENT PER TRANSACTION CODE: XXXXXXXXXXX.

WE HEREBY CONFIRM THAT ANY FUNDS TO BE TRANSFERRED AS PAYMENT ARE GOOD, CLEAN AND
CLEARED FUNDS DERIVED FROM A LEGAL SOURCE.

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APPENDIX C
DRAFT TEXT OF STANDBY LETTER OF CREDIT BY MT760

STANDARD ICC 600 VERBIAGE

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