Joint Cooperation Agreement

Financial Monetizing NON-CIRCUMVENTION, NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT Monetizing / Discounting Agreement Date : Transaction Code:

SUMMARY OF MONETIZING PROCEDURE 1. Client pays Escrow deposit or Direct to Provider Transmission charges for Transmission of MT799 Pre-Advice and MT760. 2. Client has to write Monetizer bank coordinates in his LOI for receiving MT799 Pre-Advice OR keep it blank for us to fill Monetizer bank coordinates to receive our MT799 Pre-Advice. The Provider schedules to send Pre-Advice MT799 to Monetizer within 3 to 5 banking days. Sometimes top banks require several banking days to schedule sending Pre-Advice to (the client or) the Monetizer. 3. On behalf of the client, Monetizer takes responsibility of all required payments to receive MT760 to monetize it. 4. Monetizer will monetize it for 57% in 5 to 7 banking days. 5. There will be no deduction of BG/SBLC COST 12% (9% to Provider + 3% Commission) and full Monetized amount of 57% will be sent to the client through MT103.23, if client pays further Transmission charges of Swift MT103.23 as per Clause 4 of this Agreement. 6. On receipt of Clause 4 Transmission charges, Monetizer will send full 57% monetized amount to client through MT103.23. The condition .23 will be removed when client bank pays back 12%. Client will then get 57% paid to its account by the MT103 automatically.

CLIENT INITIAL: LENDER INITIAL:

1 / 20 Financial Monetizing NON-CIRCUMVENTION, NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT Monetizing / Discounting Agreement Date : Transaction Code:

MONETIZING AGREEMENT

This Contract is made between

…..…………[Company]……… ………..[Company Address]………………… ….represented by Mr. ………….…holding Passport Number …………… issued by (country) …………………. with address at ...... , The Borrower/Client, Hereinafter referred to as “Party A”

…..…………[Company]……… ………..[Company Address]………….…., represented by Mr…………….,holding [Country] Passport No:………… who is the authorized signatory for, The Lender, Hereinafter referred to as “Party B”

We Party A, with full legal and corporate responsibility, under penalty of perjury, hereby confirm that he is ready, willing and able to Monetize “BG/SBLC” issued by the Issuing Bank of Party A, for Monetization / Discounting from Party B, hereinafter described as:

DESCRIPTION Instrument : SBLC/BG Total Amount : XXXXXXX Million USD/EUROS Issuing Bank : Top 25 Bank (State which bank) Bank Address : Date of Issue : Date of Maturity : Receiving Bank : Bank Acct Number : Account Holder : SWIFT Code : Contract Amount : Monetized Amount : USD/EURO Mode Of Payment :. MT103 LTV : 57 + 2 Interest :

LENDER’S BANKING COORDINATES: Bank Name : Bank Address : Account No. : Account Name : Bank SWIFT / BIC : Bank Officer : Phone Number :

BORROWER/CLIENT’S BANKING COORDINATES: Bank Name : Bank Address : Account No. : Account Name : IBAN : Bank SWIFT / BIC : Bank Officer : Phone Number :

TERMS AND CLOSING PROCEDURE

. Contract Signed By Both Parties. . Borrower/Client Bank Issues BG/SBLC MT760 (as per Appendix C) to Lender’s/Monetizer’s Bank. . Lenders Bank verifies & confirms the MT 760 and instructs for remittance via MT 103.23 (as per Appendix B) within 5 banking days. . Original Copy of BG/BG/SBLC to be sent via Bank Bonded Courier to Lenders Bank.

1) Within 48 hours after signing this Lending Contract Agreement, “The Owner of the “Bank Instrument” shall cause his Bank (Banking co-ordinates herewith) to send the Swift MT760 (Text herewith in Appendix C), to the designated Lending Bank. 2) Within 5 banking days after verification, and authentication of the Swift Wire MT760, on a Bank to Bank basis, the Lending Bank for and on behalf of The Lender, will swift wire transfer the amount of …LTV 57% without deducting BG cost 9% + 3% from the LTV 57% of the full face value of the Bank Instrument to the Owner of the BG/SBLC designated Bank account. 3) Monetizer will make PAYMENT BY MT103.23, (as per Appendix B) on condition that client remits back BG/SBLC cost (Fees and commissions) 12% as per Appendix B of this

Agreement. 4) Party B has to pay further Transmission charges to Monetizer/Provider account as given in Proforma Invoice in Appendix A1 to receive full LTV 57% amount through Swift 103.23 from the Monetizer according to its required face value of the BG/SBLC as below:

These will be additional charges for sending MT103.23 Swift to be paid after Provider sends copy of BG sent to Monetizer on behalf of the client along with a PROFORMA INVOICE (as per Appendix A1) and an UNDERTAKING ASSURANCE LETTER (as per Appendix A2) to send swift MT103.23 as per verbiage in Appendix B. These charges are different from bank to bank and will be informed later.

5) In place of Party A (Client), Monetizer Party B then shall directly pay within 3 banking days the agreed Intermediary Fees to respective Intermediaries as per the attached IMFPA after receiving the full BG Fees and commissions 9+3=12% from the Party B, against its Swift MT103.23. 6) Upon receipt of the Swift MT760 in execution of the Lending Contract Agreement under the Transaction Code: XXXXXXXXXX The BG/SBLCs ownership is transferred to the Lender. 7) Should “The Beneficiary” fail to release the agreed above amount including the Agreed Intermediary Fees within Five (5) International Banking days after Verification, and Authentication of the Bank Swift Wire MT103.23, “The Owner” will have the right to call back free from any liens, and encumbrances the Bank Draft, and claim compensation for the cost of the Swift MT103.23.

WHEREAS the parties warrant with legal responsibility that they have made the necessary arrangements to deal in the transaction outlined herein and that The Lender, Party B, is in a position to provide secured good, clean, clear and legitimately documented Funds of non-criminal origin.

WHEREAS The Borrower/Client, Party A, hereby declares with full corporate and personal legal responsibility that they have made the necessary arrangement to deal in the transaction outlined herein and that The Borrower/Client, Party A, is in a position to bring forward the BG/SBLC secured with good, clean, clear of non-criminal origin and legitimately documented Funds..

CONFIDENTIALITY UNDERTAKING

1. By the execution of this agreement both parties expressly undertake to withhold all information pertaining to this transaction in confidence except to the known and accepted intermediaries or by

due process of the law. No copy to another party will be provided or any information by The LENDER.

2. No attempt shall be made either directly or indirectly to avoid, substitute or otherwise deal with any of the rights the parties, including the intermediaries, under this agreement.

3. This undertaking shall be deemed to be binding on all parties, their employees, bankers, professional advisers, and representatives for whom each party shall be responsible in accordance with the rules of NCND regulation promulgated in the latest ICC Editions and /or amendments.

TERMINATION Termination of this contract unless mutually agreed before the full contract period would make the terminating party liable to damages to the performing Party.

FORCE MAJEURE The parties hereto shall not be held liable for failure to perform under the force majeure clause as stated by the International Chamber of Commerce (ICC) which clauses are deemed to be incorporated herein.

GOVERNING LAWS This Agreement shall be deemed to have been made in the United Kingdom, the U.S.A. Washington laws governing U.S. Dollars transaction and Hong Kong shall govern construction, validity and performance of this Agreement in all respects.

SIGNING AND NOTICE Facsimile of this Agreement shall be binding until such time as the original copies are sent and received by the signatories to this Agreement. Any additional information may be communicated by facsimile by the representative parties.

OTHER Non performance by either party due to the interference of the authorities will be treated under the Force Majeure clauses.

APPENDIX A SWIFT MT799 TEXT FORMAT FOR (ICBPO) Irrevocable Conditional Bank Payment Order (ICBPO) OUTPUT via SWIFT MT799

Transaction Code:

SENDING BANK BANK: ADDRESS: BANK OFFICER: TEL: FAX: A/C NAME: A/C NO: SWIFT:

RECEIVING BANK

BANK NAME : BANK ADDRESS: SWIFT CODE : ACC NAME : ACCOUNT NUMBER: Bank Officer Name: Bank Officer Tel.: Bank Officer Fax:

NARRATIVE:

We, ______, hereby present our Irrevocable ， Assignable, transferable and callable Cash-Backed Conditional Bank Payment Order by SWIFT MT 799 in favor of the beneficiary for the account of XXXXXXXXXXX in the amount of XXXXXXXXXUSD only (USD/EURO 000,000.00) being the 9% of Bank instrument face Value, This amount will be wired by SWIFT MT103 unconditional subject to transmission via authenticated SWIFT of MT103 and upon verification and authentication as per standard bank procedure, we shall then within FIVE (05) banking days remit via swift Mt 103. We hereby confirm that the funds are good, clean and cleared funds of non-criminal origin and are from a legal source.

This irrevocable S.W.I.F.T. is a binding fully performed due bill and is immediately callable on us for cash payment against the bank certified corporate invoice for purchase and delivery of the bank instruments specified herein. This conditional, irrevocable, divisible assignment transferable and callable S.W.I.F.T wire transfer is valid for fifteen (15) international banking days from DD/MM/2014 until DD/MM/2014 17:00 Hours Central European Time (CET). This is an operative bank instrument and is subject to the uniform commercial code as it relates to bank credit instruments. For and on behalf of ______Authorized Bank Officer (1) Authorized Bank Officer (2) Name Name Title Title Pin Code Pin Code

SAMPLE DRAFT INVOICE FOR TRANSMISSION CHARGES OF SWIFT 103.23 FOR REMITTING MONETIZED AMOUNT 57% IN EXCHANGE OF GETTING BACK 12% BG/SBLC COST

IN WITNESSETH HEREOF THE PARTIES HERETO HAVE AGREED ACCEPTED AND EXECUTED THIS AGREEMENT ON THE ……29th October 2013……………(date)

For and on behalf of: The Lender/Monetizer (Party B)

______Name: …………………….. Passport Number: ………………. Issuing Country: …………………. Expiring Date: ……………………

For and on behalf of: The Borrower/Client (Party A)

BORROWER/CLIENT PASSPORT OF COPY

LENDER PASSPORT OF COPY

SWIFT MT760 VERBIAGE

SWIFT OUTPUT : SENDER BANK : ADDRESS : SWIFT CODE : CLIENT/ACCOUNT NAME : ACCOUNT NUMBER : BANK OFFICER : ------BANK NAME : ACCOUNT NAME : ACCOUNT NUMBER : SWIFT : BANK ADDRES : TEL NO : FAX : BANK OFFICER : EMAIL :

WE, BANK XXXXXXXXX ADDRESS XXXXXXXXXXXXXXXXXXXXX, REPRESENTED BY AUTHORIZED BANK OFFICERS SIGNED BELOW CONFIRM WITH FULL BANK RESPONSIBILITY

THAT AT THE REQUEST OF OUR CLIENT, XXXXXXXXXXXXXXXX, FOR THE VALUE RECEIVED BY US, HEREBY IRREVOCABLY AND UNCONDITIONALLY WITHOUT PROTEST OR NOTIFICATION PROMISE TO PAY AGAINST THIS BANK GUARANTEE, DESCRIBED AS FOLLOWS:

WE, FURTHER IRREVOCABLY AND UNCONDITIONALLY CONFIRM THE ASSIGNMENT OF THE BANK GUARANTEE NUMBER: XXXXXXXXXXX IN FAVOR OF BENEFICIARY, ...... OR ASSIGNS AT MATURITY DATE THE SUM OF XXXXXXXXXXXX MILLION US DOLLARS (US$XXXXXX) IN THE LAWFUL CURRENCY OF THE UNITED STATES OF AMERICA UPON PRESENTATION OF THIS BANK GUARANTEE AT OUR COUNTERS AT BANK XXXXXXXXXXXXXXADDRESSXXXXXXXXXXXXXXXXXXXXXXX , ON MATURITY DATE, BUT NOT LATER THAN FIFTEEN DAYS AFTER THE MATURITY DATE. SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEES OR WITHHOLDINGS OF ANY NATURE, NOW OR HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF THE ISSUING BANK OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR HEREIN.

WE, FURTHER CONFIRM AND GUARANTEE THAT THE SUBJECT FUNDS ARE CLEAN, CLEARED, UNENCUMBERED AND LEGALLY OBTAINED OF NON-CRIMINAL ORIGIN. THIS BANK GUARANTEE IS NON-TRANSFERABLE, ASSIGNABLE AND DIVISIBLE WITHOUT PRESENTATION TO US OR PAYMENT OF FURTHER FEES. THIS BANK GUARANTEE IS AN OPERATIVE INSTRUMENT WHICH IS CALLABLE AT THE ISSUING BANK AND IS SUBJECT TO THE UNIFORM CUSTOMS PRACTICE OF DOCUMENTARY CREDIT (1983 REVISION) AND SHALL BE GOVERNED AND CONSTRUED BY THE LAWS OF HONGKONG IN ACCORDANCE WITH ICC PUBLICATION 500/600 LATEST VERSION.

FOR AND ON BEHALF OF:

………………………………….. …………………………….. AUTHORISED BANKER {1} AUTHORISED BANKER {2} NAME, TITLE & ID CODE. NAME, TITLE & ID CODE.

SWIFT MESSAGE TEXT

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT CLIENT INITIAL: LENDER INITIAL:

TO BE MADE A PART OF THE BG/SBLC MONETIZING AGREEMENT.

Transaction Code:

Description of Instrument:

1. Instrument: SBLC, FRESH CUT (FC), 100% CASH-BACKED,

2. Total Face Value: USD XXXXXX Million [$ XXXXXXXX]

3. Issuing Bank: TOP 24 WEB BANK

4. Age: One Year and One Day

5. Leasing Price: 9+3 – A Total of Eight [12] Percent of Face Value.

6. Delivery: Bank-To-Bank VIA Swift MT760

7. Payment: MT103

8. Hard Copy: Bonded Courier Service within seven [7] banking days

9. BG/SBLC MONETIZING LTV: 57%

10. COMMISSION FEE FROM MONETIZER: 2% (TWO PERCENT

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 fee shall be paid upon the successful closing of each and every tranche concurrently with each payment of the instruments Leased 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.

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

14 / 20 Financial Monetizing NON-CIRCUMVENTION, NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT Monetizing / Discounting Agreement Date : Transaction Code: 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 The Lender (Party B)’s code to be provided by the The Lender (Party B)) 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 or email will be accepted as an original and I confirm that I have authority to execute this Pay Order.

Irrevocable Fee Protection / 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 to the Beneficiaries mentioned herein:

COMMISSIONS:

The Lender (Party B)’s Mandate [MR HUSSAIN KHAN] Total Fees – One Percent [1%] of the face value (Closed)

COMMISSION 1% OF BG FACE VALUE TO THE LENDER (PARTY B) MANDATE PAYMASTER#1 PAYMASTER #1 PARTICULARS To receive Commission 1% (One Percent) of the face value of BG Name CLOSED FOR MANDATE E-mail Bank Name Bank Address ABA Routing Number Account Number Account Name SWIFT Bank Officer Bank Telephone Beneficiary: Special Instructions: PLEASE PROVIDE THE COURTESY COPY OF THE SWIFT WIRE CONFIRMATION RECEIPT TO MY EMAIL ADDRESS: SPECIAL WIRE Please email notification per tranche with contract codes INSTRUCTIONS: included that a wire has been sent to the following email address: The SWIFT text message covering all remittances shall clearly state the following: “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER/CLIENT IS KNOWN TO US AND IS IN GOOD STANDING, THE TRANSFER HAS BEEN REQUIRED MESSAGE CLEARED BY OUR COMPLIANCE WHICH HAS CHECKED THE SOURCE OF THE FUNDS AND THAT IT COMPLIES WITH ACTUAL ANTI-MONEY LAUNDERING RULES AND REGULATIONS.”

The Borrower (Party B) Side Mandate Group ONE PERCENT [1%] OF SBLC FACE VALUE (CLOSED)

Lessee Side Mandate Group #2: 1% (open)

PAYMASTER #2 PARTICULARS To receive Commission 1% of the face value of BG Name E-mail Bank Name Bank Address ABA Routing Number Account Number Account Name SWIFT Bank Officer Bank Telephone Beneficiary: Special Instructions: Please email notification per tranche with contract codes SPECIAL WIRE included that a wire has been sent to the following email INSTRUCTIONS: address:

The SWIFT text message covering all remittances shall clearly state the following: “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER/CLIENT IS KNOWN TO US AND IS IN GOOD STANDING, THE TRANSFER HAS BEEN REQUIRED MESSAGE CLEARED BY OUR COMPLIANCE WHICH HAS CHECKED THE SOURCE OF THE FUNDS AND THAT IT COMPLIES WITH ACTUAL ANTI-MONEY LAUNDERING RULES AND REGULATIONS.” : : PAYMASTERS MAY CHANGE THEIR RECEIVING BANKS BY SERVING PRIOR NOTICE IN WRITING TO THE LENDER (PARTY A)/PAYOR WITHIN 8 BANKING HOURS THEREOF. PAYMASTERS SHALL ISSUE THEIR OWN RESPECTIVE PAYMENT ORDERS FOR ALL BENEFICIARIES/CONSULTANTS IDENTIFIED WITHIN THEIR 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 LEASE AGREEMENT/LETTER OF INTENT/TRANSACTION CONTRACT REFERENCED BY THE TRANSACTION CODE, THE LENDER (PARTY B)’S CODE, AND THE BORROWER (PARTY B)’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 THE BORROWER (PARTY B) AND THE LENDER (PARTY B) 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.

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.

THIS AGREEMENT WILL BECOME AN INTEGRAL PART AND INCLUDED WITHIN THE LEASE AGREEMENT/LETTER OF INTENT/TRANSACTION CONTRACT IDENTIFIED WITH TRANSACTION CODE: XXXXXXXXXXXXX, THE LENDER (PARTY B)’S CODE: XXXXXXXXXXXXX, AND THE BORROWER (PARTY B)’S CODE:

AS SOON AS THE CONTRACT BECOMES VALID AND SIGNED. IF NO TRANSACTION IS COMPLETED UNDER THE AFORESAID TRANSACTION, THE LENDER (PARTY B), AND THE BORROWER (PARTY B) 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 AFFIRMS AND CONFIRMS THAT HE HAS THE POWER AND AUTHORITY TO EXECUTE THIS IRREVOCABLE FEE AGREEMENT AND PAY ORDER.

ISSUED BY THE LENDER (PARTY B)/PAYOR

FOR AND ON BEHALF OF THE LENDER (PARTY B)/PAYOR

THIS ………DAY OF ……….., 2013

The Lender (Party B)

Accepted by the Borrower (Party A):

For and on behalf of: The Borrower/Client (Party A)

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