Cooperative Financing Agreement s1

Lessee Letterrpad Transaction Code: Lessor Code: Letter of Intent (LOI) DEED OF AGREEMENT (DOA)

The Lessor : Address : Company Reg No : Represented by : ID Number : Nationality : Telephone No : Provider’sEmail : ( Hereinafter to the 'Lessor' on one part)

And The Lessee : Address : Represented by : Nationality : Passport # : Telephone : (Hereinafter to the 'Lessee' on the other part)

WHEREAS. The Lessee desires to Lease Bank Instrument (BG/SBLC) from the Lessor. Lessee confirms with full corporate and legal responsibility that funds available to fulfill the requirements for the Lease of this instrument is ready and Lessee further confirm to cooperate with the Lessor. WHEREAS. The Lessor desires to Lease, transfer and assign all rights title and interest of the BG/SBLC available to it to the Lessee. Lessor represents and warrants that it has the ability and resource to arrange through associates, contracts and sources, with full corporate responsibility, financial instrument in the term of assignments to be provided to Lessee. Lessor hereby declares under penalty of perjury that the BG/SBLC will be backed by funds that are good, clean, clear, and free of non criminal origin, the BG/SBLC will be free and clear of all liens, encumbrances and third party interests. NOW THEREFORE, The Lessee has agreed to Lease the BG/SBLC at 16% of Face Value for the instrument requested and Lessor has agreed to issue BG/SBLC for Lease and both Parties hereby agree to the following: Description of Instrument:

1. Instrument SBLC

LESSOR’s initials:

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: 2. Total Face Value M EURO/USD

3. Tranche

4. Issuing Bank DEUTSCHE BANK AG FRANKFURT AM MAIN DE, GERMANY

5. Term One Year and One Day.

6. Purchasing Fee 42% of Face Value plus 4% commission

7. Delivery. MT760 SWIFT

8. Payment Not Later Than 5 banking days Wire transfer.

9. Hard Copy Bonded Courier within 3 banking days.

10. Period of Purchase Can extend to 5 - 10 years.

1. Instrument: BG, LC, SBLC, FRESH CUT (FC), 100% CASH-BACKED, ON ICC FORMAT 458 OR 758 OR 600 2 (A). Minimum Face Value: : 10 Million to 50 Billion USD/Euro in Tranches of 500 Million USD/Euro each. 2. (B). Contract Amount: XXXXXXXX Million Euro/Dollar; 1st Trnache: XXXXXXXX Million Euro/Dollar; Euro/$xxx,000,000, 2 (C). Beneficiary: 3. Issuing Bank: HSBC Bank London, Barclays Bank, Credit Suisse, Zurich, Duetsch Bank and other AA Rated Banks. 4. Age: One Year and One Day 5. Leasing Price: 12% + 4% commission, making it 16% of the BG Face Value 6. Delivery: {Bank-To-Bank Swift} 7. Payment: MT103 8. Hard Copy: Bonded Courier Service {within three banking days}

TRANSACTION PROCEDURES

1) (A) LESSEE SUBMITS TO LESSOR THIS SIGNED AGREEMENT, TOGETHER WITH CLIENT INFORMATION SHEET, CORPORATE BOARD RESOLUTION, NON-SOLICITATION LETTER, SIGNATORY'S PASSPORT COPY, CORPORATE REGISTRATION AND THE IRREVOCABLE MASTER FEE PROTECTION AGREEMENT. (B) LESSEE REMITS ESCROW DEPOST AS PER RATES BELOW IN EURO/$ TO LESSOR’S DESIGNATED ESCROW LAWYER AGENT ACCOUNT AND SENDS REMITTANCE SLIP TO PROVIDER. ESCROW DEPOSIT FOR 25M TO 100M BG/SBLC: EURO/USD 50,000 ESCROW DEPOSIT FOR 101M TO 500M BG/SBLC: EURO/USD 100,000

2) AFTER CONFIRMATION OF REMITTANCE TO ESCROW LAWYER AND AFTER COMPLETING DUE DILIGENCE, LESSOR COUNTERSIGNS THIS AGREEMENT AND IT THUS BECOMES A FULL RECOURSE COMMERCIAL CONTRACT AND RETURNS IT TO LESSEE, ALONG WITH LESSOR’S FULL BANKING COORDINATES.

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code:

3) (A) WITHIN THREE (3) BANKING DAYS AFTER ISSUING COUNTERSIGNED CONTRACT, LESSOR SHALL ARRANGE TO ISSUE THE REQUIRED PRE-ADVICE FROM THE PRIME BG-ISSUING BANK VIA SWIFT MT-799 (AS PER "APPENDIX B"). (B) WITHIN THREE (3) BANKING DAYS AFTER RECEIVING PRE-ADVICE, LESSEE BANK SHALL SEND ICBPO (AS PER APPENDIX A) OR POF (BLOCKFUNDS) (AS PER APPENDIX B) OR PROMISSORY NOTE (AS PER APPENDIX C) THROUGH MT760, NOT BY MT799, AS PER APPENDIX (B) ASSURING PAYMENT OF BG COST 12+4=16% WITHIN 5 BANKING DAYS AFTER RECEIVING AND VERIFYING MT760 BG/SBLC SENT BY LESSOR SIDE. (C) CLIENT VERBIAGES OF MT760 BLOCKFUNDS OR ICBPO OR PROMISSORY NOTE ARE NOT ACCEPTABLE. ONLY OUR VERBIAGES AS GIVEN IN IN VARIOUS APPENDICES OF THIS DOA WILL BE ACCEPTABLE.

(D) ANY ONE OF ALL THESE 3 PAYMENT DOCUMENTS, ICBPO, OR BLOCKFUND POF, OR PROMISSORY NOTE HAVE TO BE SENT BY MT760 FOR 90 DAYS VALIDITY, BUT VALIDITY WILL AUTOMATICALLY EXPIRE AT THE COMPLETION OF THE TRANSACTION, I.E. BY THE PAYMENT OF THE BG/SBLC COST, WHICH MAY BE ABOUT 7 TO 10 DAYS IN GENERAL. MOREOVER, THEY WILL ALL EXPIRE AUTOMATICALLY IF MT760 PRE-ADVICE BY THE ISSUING BANK IS NOT SENT WITHIN 7 OR 10 BANKING DAYS. (E) OR, IF LESSEE SO DESIRES, WITHIN (3) TO (5) DAYS AFTER THE COUNTERSIGNED CONTRACT LESSOR SHALL ARRANGE TO ISSUE MT760 SBLC FROM THE PRIME ISSUING BANK DIRECT TO LESSEE BANK WITHOUT ANY PRIOR MT799 PRE-ADVICE TO LET IT PAY SBLC COST 16% TO PROVIDER BANK WITHIN 5 BANKING DAYS. IN THIS CASE NO ICBPO OR POF OR PN WILL BE REQUIRED.

4) LESSOR’S ISSUING BANK THEN ISSUES THE BANK GUARANTEE (BG) VIA SWIFT MT-760 (AS PER "APPENDIX C") TO LESSEE’S DESIGNATED BANK RECEIVING ACCOUNT. LESSOR SHALL PROVIDE A SCANNED COLOR COPY OF SAID MT-760 TO LESSEE’S EMAIL ADDRESS FOR TRACING.

5) WITHIN FIVE (5) BANKING DAYS AFTER CONFIRMATION OF THE ABOVE MT-760 BANK GUARANTEE (BG), LESSEE'S PAYING BANK SHALL RELEASE THE AGREED FUNDS TO LESSOR’S DESIGNATED BANK ACCOUNT, AND SIMULTANEOUSLY LESSEE PAYS DIRECTLY WIRE TRANSFER THROUGH THE RELEASE OF FUND VIA MT-103 FOR THE CONSULTING FEES TO EACH OF THE CONSULTANTS AS PER THE IRREVOCABLE MASTER FEE PROTECTION AGREEMENT ATTACHED HEREWITH AS PART OF THIS CONTRACT.

6) WITHIN SEVEN (7) BANKING DAYS OF RECEIPT OF AGREED PAYMENTS, LESSOR’S BANK SHALL SEND THE BG HARD COPY ORIGINAL TO LESSEE’S DESIGNATED BANK RECEIVING ACCOUNT BY BANK BONDED COURIER.

7) ANY UNAUTHORIZED BANK CALLS, PROBES OR COMMUNICATIONS, OR AN IMPROPER SOLICITATION OR DISCLOSURE INVOLVING ANY OF THE BANKS CONCERNED IN THIS TRANSACTION WILL RESULT IN IMMEDIATE CANCELLATION OF THIS TRANSACTION AND SUBJECT THE VIOLATING PARTY TO DAMAGES. BANKING INFORMATION LESSOR'S BANKING COORDINATES: (1) PARTY A’S ISSUING BANK COORDINATES FOR SENDING MT-799 PRE-ADVICE, MT-760 BG AND HARD COPY OF BG BANK NAME BANK ADDRESS

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: ACCOUNT NUMBER ACCOUNT NAME SWIFT CODE BANK OFFICER BANK TELEPHONE BANK FAX BANKER’S E-MAIL

(2) LESSOR’S PAYMENT RECEIVING BANK COORDINATES FOR RECEIVING POF AND 12% PAYMENT BENEFICIARY BANK NAME BANK ADDRESS ACCOUNT NUMBER ACCOUNT NAME ABA ROUTING SWIFT CODE BANK OFFICER BANK TELEPHONE BANK FAX BANKER’S E-MAIL SPECIAL UPON RECEIPT OF FUNDS, PAYMASTER TO SEND NOTIFICATION BY INSTRUCTIONS: EMAIL TO THE DESIGNATED BENEFICIARIES IN GROUP #1 AT AND, RESPECTIVELY. REQUIRED MESSAGE: ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN, AND ARE IMMEDIATELY PAYABLE IN CASH”

LESSEE BANKING COORDINATE TO ISSUE BLOCKFUNDS MT760 OR ICBPO OR MT103.23 AND MAKE ALL PAYMENT S: BANK NAME: BANK ADDRESS: SWIFT: ACCOUNT NO: ACCOUNT NAME: BANK OFFICER: TELEPHONE: FAX: LESSEE BANKING COORDINATE TO RECEIVE PRE-ADVICE VIA MT 799 FOLLOW ED BY MT 760: BANK NAME: BANK ADDRESS: SWIFT: ACCOUNT NO:

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: ACCOUNT NAME: BANK OFFICER: TELEPHONE: FAX:

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 MAKE A DEFAULTED PARTY TO BE ACTIONABLE FOR DAMAGES SUSTAINED HEREBY. EACH PARTY IS NOT ALLOWED TO CONTACT THE OTHER PARTY'S BANK WITHOUT EXPRESSED WRITTEN PERMISSION. ANY LESSOR ATTEMPTING TO DO SO WILL LEAD TO CANCELLATION OF THIS FINANCING AGREEMENT.

SPECIAL CONDITIONS ANY UNAUTHORIZED CALLS BY ANY PARTY OR ITS REPRESENTATIVE LAWYERS TO PROBE OR COMMUNICATION IN AN IMPROPER WAY TO LESSOR’S OR LESSEE’S BANK(S) IN THIS FINANCING SHALL BE PROHIBITTED AND CONTRACT TERMINATED. MULTIPLE BANKS AND ACCOUNTS MAY BE USED BY LESSOR AND LESSEE TO FACILITATE EXHAUSTION OF THE CONTRACT. LESSOR AND LESSEE MAY CHANGE OR ADD THEIR BANKS BY PROVIDING WRITTEN NOTICE WITHIN TWENTY-FOUR (24) BANKING HOURS TO EACH OTHER. 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 FINANCING. GENERALLY RECOGNIZED INTERNATIONAL STANDARDS CONCERNING THE PAYMENT OF FEES, AS WELL AS NON-CIRCUMVENTION AND NON-DISCLOSURE SHALL APPLY FOR A PERIOD OF FIVE (5) YEARS, RENEWABLE FOR ANOTHER FIVE YEARS PERIOD OF TIME AT THE OPTION OF BOTH PARTIES. THIS FINANCING CONSTITUTES A PRIVATE PLACEMENT FOR 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 AGREEMENT BECOMES A LEGAL AND BINDING CONTRACT BETWEEN THE PARTIES. EACH PARTY HOLDS ONE OF THE AGREEMENT SIGNED IN ORIGINAL AND MAY BE EXCHANGED TO COMPLETE SIGNATURES IN WET INK AS HARD COPY CONTRACT WHEN REQUIRED. BOTH LESSOR AND LESSEE 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 SUBJECT TO THE PENALTY OF THREE PERCENT (3%) OF FACE VALUE OF THE BG TO THE INJURED PARTY WITHOUT RECOURSE. 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:

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: (A) A WRITTEN NOTICE SHALL BE SENT (BY REGISTERED 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 LESSEE BEING SERVED THE NOTICE SHALL HAVE (15) 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. (B) 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, PER ICC DOCUMENT Y432-A AND OTHER APPLICABLE ICC DOCUMENTS. ARBITRATION PROCEEDINGS SHALL BE DIRECTED BY THREE ARBITRATORS, ONE APPOINTED BY EACH LESSOR AND THE THIRD SUBSEQUENTLY APPOINTED BY THE FIRST TWO ARBITRATORS. THE ARBITRATORS TO BE CHOSEN BY THE PARTIES SHALL BE CHOSEN WITHIN 30 DAYS OF THE SERVICE OF A DEMAND FOR ARBITRATION ON ANY OF THE PARTIES. THE APPOINTMENT OF ANY ARBITRATOR MAY BE 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 ------, 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. (C) 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 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, 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 BE 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. NO N-C I R C U M V E N T I O N & NO N-DI S C L O S U RE 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 AND ITS POSSIBLE ROLLOVERS AND EXTENSIONS, 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 FINANCING. AFTER CONFIRMATION, 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 UNTO THE OTHER THE ENTIRE AGREEMENT BETWEEN PARTIES. IN WITNESS WHEREOF THE PARTIES EXECUTED THIS AGREEMENT ON THE DATE BELOW WRITTEN.

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: SIGNED BY THE LESSEE

______Date: 10 May 2018 Name: Title: Passport No.: Country: Issue Date: Expiry Date:

SIGNED BY THE LESSEE

APPENDIX A ACCEPTABLE DRAFT OF ACCEPTABLE DRAFT OF ICBPO (PROVIDER-REQUIRED VERBIAGE) ICBPO SWIFT MT760 (ICBPO ACCEPTABLE VERBIAGE FORMAT VIA SWIFT MT760) ------MESSAGE HEADER------SWIFT INPUT: MT760 ICBPO SENDER: BANK NAME: BANK ADDRESS: SWIFT CODE: BANK OFFICER: Tel: Fax: AMOUNT: ACCOUNT NAME: ACCOUNT NUMBER:

RECEIVER:

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: BANK NAME: BANK ADDRESS: SWIFT CODE: BANK OFFICER: TELEPHONE NUMBER: EMAIL ADDRESS: ACCOUNT NAME: ACCOUNT NUMBER: IBAN NUMBER: ACCOUNT NUMBER USD: IBAN NUMBER USD: BENEFICIARY: ACCOUNT CURRENCY: ------SWIFT MESSAGE TEXT------TRANSACTION CODE: TRANSACTION NUMBER:

NARRATIVE:

WE, ______BANK NAME______REPRESENTED BY THE UNDERSIGNED OFFICERS HEREBY OPEN OUR IRREVOCABLE, ASSIGNABLE, TRANSFERABLE, CONFIRM-ABLE AND CONDITIONAL BANK PAYMENT ORDER IN FAVOR OF ……………………. FOR AMOUNT OF EUROS/USD ------ONLY (EURO/USD------) DUE 90 DAYS FROM THE DATE OF THE TRANSMISSION OF THIS SWIFT WHICH IS:____ (DATE), OR UNTIL THE TRANSACTION IS COMPETED.

PAYMENT IS AVAILABLE ON THE BENEFICIARY'S FIRST WRITTEN DEMAND VIA BANK WIRE TRANSFER UPON THE SUCCESSFUL COMPLETION OF THE TRANSACTION AS CONTAINED IN TRANSACTION CODE NO:XXXXXXX

WE ALSO CONFIRM THAT PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS ARE ACCEPTABLE.

WE, ENGAGE WITH YOU THAT THE DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS IRREVOCABLE, CONDITIONAL BANK PAYMENT ORDER SHALL BE DULY HONORED ON THE PRESENTATION TO US.

THIS IRREVOCABLE, CONDITIONAL BANK PAYMENT ORDER IS SUBJECT TO UNIFORM CUSTOM AND PRACTICE FOR DOCUMENTARY CREDIT (1993 EDITION) I.C.C. PUBLICATION NUMBER 500.

THIS BANK PAYMENT GUARANTEE IS CASH-BACK AND IT SHALL EXPIRE ON:….

FOR AND ON BEHALF OF …………………(FULL NAME AND ADDRESS OF ISSUING BANK)

END OF TRANSMISSION:

BANK OFFICER (1) BANK OFFICER (2) NAME: NAME: TITLE: TITLE: ------MESSAGE END------APPENDIX B

ACCEPTABLE DRAFT OF SWIFT INPUT: MT 760 PROOF OF FUNDS – BLOCKED FUNDS

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: ------MESSAGE HEADER------SWIFT INPUT: MT760 BLOCKFUNDS PROOF OF FUNDS SENDER: BANK NAME: BANK ADDRESS: SWIFT CODE: BANK OFFICER: Tel: Fax: AMOUNT: ACCOUNT NAME: ACCOUNT NUMBER: RECEIVER: BANK NAME: BANK ADDRESS: SWIFT CODE: BANK OFFICER: TELEPHONE NUMBER: EMAIL ADDRESS: ACCOUNT NAME: ACCOUNT NUMBER: IBAN NUMBER: ACCOUNT NUMBER USD: IBAN NUMBER USD: BENEFICIARY: ACCOUNT CURRENCY: ------SWIFT MESSAGE TEXT------TRANSACTION CODE: TRANSACTION NUMBER: NARRATIVE: WE,------THE BANK, HAVING AN ADDRESS AT------,AND REPRESENTED BY THE UNDERSIGNED BANK OFFICERS HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY AND LIABILITY THAT OUR CLIENT------HAS ON DEPOSITS WITH OUR BANK UNDER THEIR SOLE SIGNATURE IN ACCOUNT NUMBER------(or IBAN NUMBER: ------), FOR THE SUM OF XXXXXXXXXX MILLION. THESE FUNDS ARE CLEAN, CLEARED, OF NON-CRIMINAL ORIGIN AND ARE FREE OFANY LIENS AND ENCUMBRANCES AND ARE AVAILABLE TO THE CLIENT WITHOUT ANY RESTRICTIONS. IT IS VALID FOR 60 DAYS FROM THE DATE OF THE TRANSMISSION OF THIS SWIFT WHICH IS:____ (DATE), OR UNTIL THE TRANSACTION IS COMPETED PAYMENT IS AVAILABLE ON THE BENEFICIARY'S FIRST WRITTEN DEMAND VIA BANK WIRE TRANSFER UPON THE SUCCESSFUL COMPLETION OF THE TRANSACTION AS CONTAINED IN TRANSACTION CODE NO:XXXXXXX WE ALSO CONFIRM THAT PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS ARE ACCEPTABLE.

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: WE, ENGAGE WITH YOU THAT THE DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS IRREVOCABLE, CONDITIONAL BANK PAYMENT ORDER SHALL BE DULY HONORED ON THE PRESENTATION TO US.

THIS IRREVOCABLE, CONDITIONAL BANK PAYMENT ORDER IS SUBJECT TO UNIFORM CUSTOM AND PRACTICE FOR DOCUMENTARY CREDIT (1993 EDITION) I.C.C. PUBLICATION NUMBER 500.

THIS BANK PAYMENT GUARANTEE IS CASH-BACKED AND IT SHALL EXPIRE ON………..:….

FOR AND ON BEHALF OF ………………… (FULL NAME AND ADDRESS OF ISSUING BANK)

END OF TRANSMISSION: BANK OFFICER (1) BANK OFFICER (2) NAME: NAME: TITLE: TITLE: ------MESSAGE END------

APPENDIX C

PROMISSORY NOTE VERBIAGE MT760 / MT760 SWIFT INPUT: MT 799 PROMISSORY NOTE SWIFT MT760 DATE OF ISSUE: XXXX / XX / XX MATURITY: 90 DAYS FROM THE DATE OF ISSUE VALIDITY: VALIDATION IS ALWAYS 90 DAYS or UNTIL THE TRANSACTION IS COMPLETED. SENDING BANK: BANK ADDRESS: RECEIVING BANK NAME: ADDRESS: ACCOUNT NAME ACCOUNT NUMBER: IBAN : SWIFT CODE BANK OFFICER NAME TEL / FAX EMAIL PERIOD OF ISSUE : NINETY (90) DAYS CURRENCY : EURO / USD AMOUNT : BENEFICIARY : XXXXXXXXXXXX REFERENCE: CONTRACT WITH TRANSACTION CODE:

FOR VALUE RECEIVED, WE …………(BANK NAME HERE)……., WITH ITS OFFICE LOCATED AT... (OFFICE)…. …………………., WITHOUT PROTEST AND NOTIFICATION, HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE TO PAY TO THE ORDER OF: (BENEFICIARY NAME HERE) WITH ITS OFFICE LOCATED AT XXXXXXXXXXX , AT MATURITY, THE SUM OF XXXXXXX XXXXXXX XXXXXX XXXXXXX EURO (EURO €00,000,000.00) IN THE LAWFUL EUROPEAN CURRENCY. SUCH PAYMENT SHALL BE MADE AT OUR OFFICES OR WIRE TRANSFER WITHOUT

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: DELAY, PROTEST SET-OFF AND CLEAR OF ANY DEDUCTION OR CHARGES, FEES OR WITHHOLDING OF ANY NATURE NOW OR THEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED SUCH PAYMENT SHALL BE MADE AT OUR OFFICES OR WIRE TRANSFER WITHOUT DELAY, PROTEST SET-OFF AND CLEAR OF ANY DEDUCTION OR CHARGES, FEES OR WITHHOLDING OF ANY NATURE NOW OR THEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY ANY LEGAL ENTITY. THIS PROMISSORY NOTE IS ASSIGNABLE, DIVISIBLE AND TRANSFERABLE AND SHALL BE GOVERNED AND CONSTRUCTED IN ACCORDANCE WITH THE LAWS OF SWITZERLAND …..TH OF ...... 2015.. FOR AND BEHALF OF XXXXXXXXXXXXXX.

BANK OFFICER NAME BANK OFFICER NAME TITLE, TITLE, PIN NO. PIN NO.

I AGREE TO ISSUE ANY ONE OF THE MT760 AS PER VERBIAGES ABOVE AFTER GETTING THE COUNTERSIGNED CONTRACT FROM THE PROVIDER.

Signed this 10 May 2018

______Date: 10 May 2018 ………… Signatory Name: Title: Director Passport No.: Country: Date of Issue: Date of Expiration:

APPENDIX D DRAFT SWIFT OF PRE-ADVICE VIA MT-799 (SPECIMEN COPY – FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT) TO:

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: FROM: ATTN: PLEASE ADVISE YOUR CLIENT: RE: TRANSACTION CODE: WE, ………… (ISSUING BANK NAME) HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER ONE (1) BG OF OUR CLIENT, …………… IN THE FACE AMOUNT OF XXXXXXXXX IN FAVOR OF (BENEFICIARY). THIS SWIFT MESSAGE IS VERIFIABLE ON NORMAL BANK-TO-BANK BASIS WITH FULL BANKING RESPONSIBILITY. THERE WILL BE NO LIENS AND ENCUMBRANCES ON THIS INSTRUMENT WHICH SHALL BE DELIVERED AND AVAILED VIA MT760 AND EXACT BG AS PER FOLLOWING TEXT BELOW INSTRUCTION. BG NUMBER : PLACE OF ISSUE : DATE OF ISSUE : MATURITY DATE : CUSIP NO : ISIN NO : CURRENCY : FACE AMOUNT : BENEFICIARY NAME :

FOR VALUE RECEIVED, WE …………… (NAME OF ISSUING BANK), AT…………… (FULL BANK ADDRESS), HEREBY ISSUE OUR IRREVOCABLE, UN-CONDITIONAL AND NEGOTIABLE BG NO.: …………… IN FAVOUR OF (BENEFICIARY) FOR THE AMOUNT OF XXXXXXXXX, VALID FOR ONE (1) YEAR AND ONE (1) DAYS AND DUE FOR PAYMENT AT MATURITY ON …………… (1 YEAR + 1 DAY MATURITY DATE FROM ISSUING DATE). WE HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE TO PAY IN FULL AGAINST THIS BG AT MATURITY DATE, WITHOUT ANY PROTEST, DELAY OR OBJECTION, THE SUM OF XXXXXXXX TO THE ORDER OF XXXXXXXXXXXXXXXXXXXX. THE BENEFICIARY’S THE BEARER OR HOLDER THEREOF AT MATURITY. SUCH PAYMENT SHALL BE MADE FREE AND CLEAR OF ANY DEDUCTIONS CHARGES, FEES OR WITHHOLDING, UPON RECEIVING BENEFICIARY’S FIRST DEMAND VIA BANK WIRE SYSTEM AND SURRENDER OF THIS BG NO: …………… AT THIS BANK AT MATURITY DATE. THIS BG IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT PAYMENT OF ANY FEES. WE HEREBY ENGAGE WITH YOU THAT THE DEMAND MADE UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS BG, SHALL BE DULY HONOURED ON DUE PRESENTATION TO US. THE DEMAND HEREUNDER MUST BE MARKED “DRAWN UNDER BG NO: …………… DATED ……… (BG’S ISSUE DATE). THIS BG IS CONSTRUED, GOVERNED AND ISSUED IN ACCORDANCE WITH THE RULES, REGULATIONS AND PRACTICES AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE (ICC), PARIS, FRANCE, PUBLICATION 600, LATEST REVISION. THIS SWIFT IS OUR VALID AND OPERATIVE INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES ARE FOR THE ACCOUNT OF APPLICANT. FOR AND ON BEHALF: …………… (ISSUING BANK)

…..…………………………………….. …..…………………………………….. AUTHORISED BANKER {1} AUTHORISED BANKER {2} NAME, TITLE & PIN CODE NAME, TITLE & PIN CODE APPENDIX E (Below is MT760 BG/SBLC verbiage of ICC600, but you can have other ICC standard verbiages like ICC500 or ICC458 or ICC758, whichever you like can be replaced here) DRAFT TEXT OF BANK GUARANTEE VIA MT-760

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code:

TO: (CLIENT BANK)

DATE: ______

BANK GUARANTEE NO.______. AT THE REQUEST OF ______(“APPLICANT”), WE,______(THE BG ISSUING BANK AND ITS ADDRESS) HEREBY ISSUE OUR IRREVOCABLE BG NO.______IN FAVOUR OF (THE ‘BENEFICIARY’) FOR NOT EXCEEDING THE AMOUNT OF XXXXXXXXXX MILLION USD (SAY US DOLLARS $XXXXXX.00 ONLY) INCLUDING THE PRINCIPAL AMOUNT, INTEREST, PENALTY INTEREST, AND ANY OTHER FEES, EXPENSES WHICH ARE OR MAY BECOME PAYABLE TO THE BENEFICIARY UNDER THE FACILITY AGREEMENT REGARDING THE TERM LOAN FACILITY BETWEEN (THE BENEFICIARY) AND (THE ‘BORROWER’).

THIS BG IS AVAILABLE BY PAYMENT WITH US AGAINST THE BENEFICIARY’S DEMAND BY AUTHENTICATED SWIFT TO US STATING THAT THE AMOUNT OF SUCH CLAIM(S) REPRESENTS AND COVERS THE UNPAID BALANCE OF INDEBTEDNESS IN CONNECTION WITH THE BENEFICIARY’S GRANTING THE LOAN FACILITY TO THE BORROWER.

UPON RECEIPT OF THE BENEFICIARY’S AUTHENTICATED SWIFT CLAIM IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS BG, WE UNDERTAKE UNCONDITIONALLY TO REMIT THE PROCEEDS BY T/T TO THE BENEFICIARY IN ACCORDANCE WITH YOUR INSTRUCTIONS WITHIN FIVE (5) BANKING DAYS.

THE AMOUNT OF THIS BG WILL BE AUTOMATICALLY REDUCED BY THE AMOUNT OF ALL DRAWINGS HEREUNDER.

PARTIAL DRAWINGS ARE ACCEPTABLE.

THIS BG WILL BE EFFECTIVE FROM THE ISSUING DATE AND EXPIRE ON ______(THE EXPIRY DATE) AT THE COUNTER OF ISSUNG BANK.

THIS BG IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION), ICC PUBLICATION NO.600.

(ELECTRONIC SIGNATURES OF TWO BANK OFFICERS WITH NAMES & TITLES)

………………………………………… …………………………….. …………… NAME NAME TITLE TITLE PIN PIN

CLIENT’S INFORMATION SHEET

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

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: money laundering, the following information may be supplied to Banks and/or other Federal Institutions for purposes of verification.

1. Lessee’s Name: Company’s name Registered Address Contact Address Directors Business Registration No. Telephone No. - Facsimile No.

2. Represented for this transaction by: Nationality Passport Number Date of Issue Date of Expiration Date of Birth Place of Birth Address Telephone No. Mobile No. Email Address

3. Legal Counsel: Address Telephone No. Facsimile No. Email Address

4 Lessee’s Banking: Name of Bank Bank Address

Account Name Account Number Account Signatory S.W.I.F.T. Code Bank Officer / Title Telephone No. Facsimile No. E-Mail:

5 Funds Information: Origin: Funds by Business earning Amount available for this transaction: ...... Are funds clean and clear? YES

6 Brief Description of Corporate Activities: Investment management

Declaration: I hereby swear under penalty of perjury, that the information provided 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

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: cleared. The origin of funds is in compliance with Anti-Money-Laundering Policies as set forth by the Financial Action task Force (FATF) 6/01.

Signed this 10 May 2018

______Date: 10 May 2018 ………… Signatory Name: Title: Director Passport No.: Country: Date of Issue: Date of Expiration:

CERTIFICATE OF INCORPORATION OF LESSEE

BOARD RESOLUTION

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF XXXXXX HAVING IT’S CONTACT ADDRESS AT NO.XXXXXXX (HEREINAFTER REFERRED TO AS THE “COMPANY”) HAVING A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON 10 May 2018, AT THE COMPANY’S ABOVE REFERENCED CONTACT ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT: RESOLVED:THAT XXXXXXXXX, HOLDER OF XXXXXXX PASSPORT NUMBER XXXXXXXXX, DIRECTOR 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. XXXXXXXXX, 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 & PROVISIONS ON THIS DAY OF 10 May 2018. SIGNED BY THE CHAIRMAN OF BOARD:

______NAME: TITLE: OWNER / DIRECTOR PASSPORT №: PLACE OF ISSUE: DATE OF EXPIRY:

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: 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 LESSOR’S CODE AND THE LESSEE’S CODE REFERRED TO HEREIN. SHOULD A CONTRACT BE SIGNED BETWEEN THE LESSOR AND LESSEE, 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 this day………. 10 May 2018 …….by LESSEE

______For and on behalf of Lessee Name: Title: DIRECTOR Passport No.: Nationality:

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: NON-SOLICITATION LETTER

I, Lessee name, title, with Passport #, , 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 or related regulations, and it does not involve the LEASE 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 LESSEE:

This day xxxxx10 May 2018.

______For and on behalf of Lessee Name: Title: DIRECTOR Passport No.: Nationality:

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: IRREVOCABLE MASTER FEE PROTECTION AGREEMENT & IRREVOCABLE CORPORATE PAYMENT ORDER DATE:

TO: BOTH PARTIES’ CONSULTANTS Description of Instrument: 1. Instrument: BG, LC, SBLC, FRESH CUT (FC), 100% CASH-BACKED, ON ICC FORMAT 458 OR 758 OR 600 2 (A). Minimum Face Value: : 10 Million to 50 Billion USD/Euro in Tranches of 500 Million USD/Euro each. 2. (B). Contract Amount: XXXXXXXX Million Euro/Dollar; 1st Trnache: XXXXXXXX Million Euro/Dollar; Euro/$xxx,000,000, 3 (C). Beneficiary: 4. Issuing Bank: HSBC Bank London, Barclays Bank, Credit Suisse, Zurich, Duetsch Bank and other AA Rated Banks. 5. Age: One Year and One Day 6. Leasing Price: 12% + 4% commission, making it 16% of Face Value 7. Delivery: {Bank-To-Bank Swift} 8. Payment: MT103 9. Hard Copy: Bonded Courier Service {within three banking days}

Irrevocably and unconditionally, without protest, demand or delay, promise and guarantee to pay consultancy fees of Four Percent (4%) 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 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

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: 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 Lessor’s code to be provided by the Lessor) 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.

Irrevocable Fee Protection / Irrevocable Pay order for Consultant Fees of Four Percent (4%) of the face value from each and every tranche of this transaction, including any rolls or extensions, to be paid to Lessee’s broker only:

TOTAL COMMISSIONS: 4%

MANDATE COMMISSION 1: Total 1% (Closed) OF FULL FACE VALUE, INCLUDING ROLLS AND EXTENSIONS, TO BE SPLIT AND PAID TO THE FOLLOWING PAYMASTERS:

PAYMASTER #S-1: TO RECEIVE 100% OF THE 1% OF THE FACE VALUE (CLOSED) Paymaster Name Paymaster Address Passport Number Paymaster Telephone Paymaster Fax Paymaster Email Bank Name Bank Address Bank Officer Bank Telephone Bank Fax SWIFT Code ABA Routing Account Name Account Number (IBAN) Beneficiary Special Instructions Required Instructions Text Message: The S.W.I.F.T. or Clear Stream text message covering all remittances shall clearly state the following: “THE REMITTER IS KNOWN TO US. THIS IS DONE WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF FUNDS SENT TO US.” FOR SAME DAY SETTLEMENT. Special Instructions Same Day Transfer and Immediate Credit - CURRENCY: Euro or US Dollars. All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall be emailed to: for legal verification and documentation pursuant to Patriot Act/Banking regulations with One Original Contract copy to be filed with Bank

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: INTERMEDIARY COMMISSION 2: (Closed) 1% OF FULL FACE VALUE, INCLUDING ROLLS AND EXTENSIONS, TO BE SPLIT AND PAID TO THE FOLLOWING PAYMASTERS:

PAYMASTER #S-2: TO RECEIVE XX% OF THE 1% (Closed) Paymaster Name Paymaster Address Passport Number Paymaster Telephone Paymaster Fax Paymaster Email Bank Name Bank Address Bank Officer Bank Telephone Bank Fax SWIFT Code ABA Routing Account Name Account Number (IBAN) Beneficiary Special Instructions Required Instructions Text Message: The S.W.I.F.T. or Clear Stream text message covering all remittances shall clearly state the following: “THE REMITTER IS KNOWN TO US. THIS IS DONE WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF FUNDS SENT TO US.” FOR SAME DAY SETTLEMENT. Special Instructions Same Day Transfer and Immediate Credit - CURRENCY: Euro or US Dollars. All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall be emailed to: for legal verification and documentation pursuant to Patriot Act/Banking regulations with One Original Contract copy to be filed with Bank

INTERMEDIARY COMMISSION 3: (open)TO RECEIVE ONE PERCENT (1%) Paymaster Name Paymaster Address Paymaster Telephone Paymaster Fax Paymaster Email Bank Name Bank Address Bank Officer Bank Telephone Bank Fax SWIFT Code ABA Routing Account Name Account Number (IBAN) Beneficiary

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: Special Instructions SEND PRE-ADVICE PRIOR ON SENDING CASH FUNDS TO LEGITIMATE BENIFICIARIES AND PAYMASTER FOR NOTIFICATION PURPOSES. Required Instructions Text Message: The S.W.I.F.T. or Clear Stream text message covering all remittances shall clearly state the following: “THE REMITTER IS KNOWN TO US. THIS IS DONE WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF FUNDS SENT TO US.” FOR SAME DAY SETTLEMENT. Special Instructions Same Day Transfer and Immediate Credit - CURRENCY: Euro or US Dollars. All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall be emailed to: XXXXXXX for legal verification and documentation pursuant to Patriot Act/Banking regulations with One Original Contract copy to be filed with Bank

Paymasters may change their receiving banks by serving prior notice in writing to Lessee/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, Lessor’s code, and Lessee’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 Lessee and Lessor 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.

Lessee as Master Paymaster and its bank coordinate for payment of fees:

Bank: Address: S.W.I.F.T.: Account Name: Account No.: Acct. Signatory Name: Bank Officer:

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: Bank Officer Tel: Bank Officer Fax:

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: XXXXXXX, Lessor’s code: xxxxxxxxxxxxx, and Lessee’s code: XXXXXXXXXXXXXXXXXXXXXXX as soon as the contract becomes valid and signed. If no transaction is completed under the aforesaid transaction, Lessor, and Lessee 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.

ISSUED BY THE LESSEE

of 24 LESSEE’s initials: Lessee Letterrpad Transaction Code: Lessor Code: PASSPORT COPY OF LESSEE’S AUTHORIZED SIGNATORY

SIGNED BY THE LESSOR

PASSPORT COPY OF LESSOR’S AUTHORIZED SIGNATORY

of 24 LESSEE’s initials: