Hereinafter Referred to As the 'SELLER'

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Hereinafter Referred to As the 'SELLER'

LETTERHEAD

Date

Ref BUYER Code SELLER Code Transaction Code

DEEDOFAGREEMENT

THE SELLER: Address:

Represented by Nationality Passport No BUSINESS PHONE BUSINESS FAX E-MAIL ADDRESS SKYPE ID

Hereinafter referred to as the 'SELLER',

AND

Corporate Name Mailing Address Represented By Designation Passport No.

Nationality Email Address Mobile Number

Hereinafter referred to as the “BUYER” on one part, SBLC sale price is 60%+2%, LEASE 16+2% inclusive issuing bank: US Capital Private Bank together with Barclays Bank London for full banking responsibility and all SWIFT communications together with all SWIFT transfers.

WHEREAS. The Receivers desire to Buy a Standby Letter of Credit (SBLC) from the Provider. Receiver Page 1 of 25 Seller Initials: Buyer Initials: LETTERHEAD confirms with full corporate and legal responsibility that funds available to fulfill the requirements for the purchase of this instrument is ready and Receiver further confirm to cooperate with the Provider.

WHEREAS. The Provider desires to, transfer and assign all rights titles and interests of the SBLCavailable to him to the Receiver. Provider represents and warrants that he 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 Receiver. Provider hereby declares under penalty of perjury that the combined two SBLC instruments will be backed by funds/Assets that are good, clean, clear, and free of non-criminal origin, the SBLC will be free and clear of all liens, encumbrances and third party interests.

NOW THEREFORE, The Receiver has agreed to buy the SBLC at a price of 60%+2%, LEASE 16+2% of Face Value for the instrument requested and Provider has agreed to issue SBLC for purchase and both Parties hereby agree to the following:

TRANSACTION DESCRIPTION:

1.Instrument:Standby Letter of Credit (SBLC) 2.Total Face Value: € 00,000,000.00 ( Hundred Million Euro) 3.Issuing Banks:Barclays Bank London providing full banking responsibility and sending all SWIFTS on behalf of US Capital Private Bank-Hong Kong. 4.Age:One Year and One Month 5.Invoice Price:Based on the Face Value of SBLC: 60 + 2, 16+2% 6.Delivery:Bank to Bank Swift MT799 and/or MT760 7.Payment:MT103 8.Hard Copy:By Bank Bonded Courier within 7 banking days after delivery and payment of the SBLC. 1. Lessor bank sends bank to bank email as Pre Advice of SBLC in receiver’s name and readiness to send SWIFT2... 2. Lessee bank sends back (bank to bank) readiness to receive SWIFT and Make payment for same upon SWIFT transfer of the instrument and applicable authentication. 3. Lessor Bank sends MT799 pre-advice 4. Lessee Bank sends electronic confirmation of receipt 5. Lessor Bank sends MT 760 6. Lessee Bank sends MT 103 7. Lessor sends hard copy of the SBLC

TRANSACTION PROCEDURE: • Receiver executes, signs and initials this Deed of Agreement and submit to the Provider along with a RWA letter on Bank letter head (BCL) written to the Receiver indicating the bank’s willingness to issue a Bank Payment Undertaking via MT103 on behalf of the client at first request after the client signs and lodges the contract at the bank and the bank receive the Swift MT799 Pre-Advice and the SWIFT 760 electronic transfer of the SBLC.

• Provider conducts due diligence, and if satisfactory, signs the Deed of Agreement and returns to the

Page 2 of 25 Seller Initials: Buyer Initials: LETTERHEAD

Receiver which thereby automatically becomes a full commercial recourse contract to be lodged by both parties for initiation of instrument transfer, bank to bank pre- advice of readiness for SWIFT transfer, payment, and SWIFT Transmissions as per conditions below.

* Provider issues invoice to Receiver for the price of 60% , 16% of face value within three days of the fully executed DOA which receiver countersigns and return to provider within two days of receipt. Please note that the 2% is for fees paid out to consultants.

* Receiver provides bank confirmation of the bank officer and related contact information for the handling of the nominated bank account for this transaction. Provider’s bank will then send a notice of readiness to send SWIFT 799 followed by 760 to which Receiver’s bank has to reply bank to bank with readiness to accept SWIFT and pay for the instrument upon receipt of the SWIT transfer of the SBLC.

• SWIFT MT199 or MT799 is sent out by Barclays Bank – London as a pre-advice for the electronic transfer of the SBLC upon confirmation of the receiving bank that the first SWIFT is successful and its readiness to receive the MT 760.

• Within three (3) international banking days after receipt of the Swift MT199 or 799 Pre-advice, the Receiver’s bank sends acknowledgement of receipt and readiness to receive the electronic transfer of the SBLC by way of a MT760 to Provider’s bank.

• Within three (3) banking days of the acknowledgement of receipt for the MT199 or 799 by the Receiver’s Bank, the Provider will deliver the SBLC via Swift MT760 via Barclays Bank – London with full banking responsibility to the Receiver’s bank with the hard copy of the SBLC via bank bonded courier to follow in seven banking days as indicated above.

• Receiver sends the SBLC purchase fees by SWIFT MT103 to the Provider inclusive of consultation fees to their designated consultants’ paymaster/s for 2% (two percent) of total Face Value by wire transfer within Seven (7 ) banking days upon delivery, confirmation and verification of SBLC by MT760 in the Receiver’s nominated account unless paid earlier as indicated above.

* Any unauthorized calls made by any party or its representatives, lawyers to probe or communication in an improper way to bank(s) in this transaction shall be prohibited and contract terminated.

* All transaction activities require final compliance by US Capital Bank and Barclays Bank-London.

Should the Receiver fail to pay the buyout fees to the Provider and the consultation fees as agreed after Seven (7) banking days of confirmation of MT760 in Receiver's bank account, Provider will instruct the issuing bank to put a claim on the SBLC thereby forcing the Receiver's bankers to return the SBLC MT760 to the issuing Bank. If the Receiver defaults after receiving the instrument (SBLC), in addition to the Provider instructing the Receiver’s bank to return the instrument, Provider will also instruct Receiver’s bank to pay 1% of the in- strument’s face value as penalty to the Provider. NON-SOLICITATION The Receiver hereby confirms and declares that the Provider, its associates or representatives or any person or persons on its behalf has/have never ever solicited the Receiver, its shareholders or associates or representatives in any way whatsoever that can be construed as a solicitation for this transaction or for future transactions. Page 3 of 25 Seller Initials: Buyer Initials: LETTERHEAD

FORCE MAJEURE Any delay in or failure of performance by either party of their respective obligations under this agreement they shall pay 1% face value as penalty.

Any delay in or failure of performance by either party of their respective obligations under this agreement shall not constitute a breach hereunder or give rise to any claims for damages if, and to the extent that such delays or failures in performance are caused by events or circumstance beyond the control of such party.

The term “Beyond the Control of Such Party “Include Lawful order of Government or Authority, Act of War, Rebellion or Sabotage, Fire, Flood, Earthquake or other natural disasters. Any other cause not within the control of such party or which is by exercise of reasonable diligence, the party will be unable to foresee or prevent or remedy.

ARBITRATION All disputes and questions whatsoever which arises between the parties to this agreement and touching on this agreement on the construction or application thereof or any account cost, liability to be made hereunder or as to any act or way relating to this agreement shall be settled by the arbitration in accordance with the arbitration laws of the ICC with venue to be in Hong Kong.

This D.O.A contains the entire agreement and understanding concerning the subject matter hereof and supersedes and replaces all prior negotiations and proposed agreements, written or oral. Neither of the parties may alter, amend, nor modify this agreement, except by an instrument in writing signed by both parties. This agreement will be governed by and construed in accordance with the laws of United Kingdom. In the event that either party shall be required to bring any legal actions against the other it enforce any of the terms of this agreement the prevailing party shall be entitled to recover reasonable attorney fees and cost

FOR AND ON BEHALF OF THE Receiver, this ______of ______, 201____

------Mr. Title: Passport No.: Date of Issue: Date of Expiry: Country of Issue:

Page 4 of 25 Seller Initials: Buyer Initials: LETTERHEAD

BUYER’sBankingCoordinates : TransmissionforS.W.I.F.TMT799 (POF) andMT799IBPO

BANK NAME BANK ADDRESS ACCOUNT NUMBER ACCOUNT NAME SWIFT CODE

BANK OFFICER BANK TELEPHONE BANK FAX BANK EMAIL

BUYER’sBankingCoordinates : ReceivingMT199/799PREADVICE RWA/ BGMT760

BANK NAME BANK ADDRESS ACCOUNT NUMBER ACCOUNT NAME SWIFT CODE

BANK OFFICER BANK TELEPHONE BANK FAX

SELLER’sBankingCoordinatesToReceiveMT799POF ( PROOFOFFUNDS ) andIBPO (IRREVOCABLE CONDITIONAL BANK PAY ORDER )

BankName BankAddress

AccountName AccountNumber AccountSignatoryName BankOfficerName BankOfficerTelephone BankOfficerEmail

SwiftCode City. Country

Page 5 of 25 Seller Initials: Buyer Initials: LETTERHEAD

SELLER’sBankingCoordinatesToIssueMT760BGandSWIFTMT799PRE-ADVICERWA:

BankName BankAddress AccountName AccountNumber AccountSignatoryName BankOfficerName BankOfficerTelephone SwiftCode IBAN Sort Code Please note that Provider will provide Barclays Bank information for sending and receiving of SWIFT upon receipt of the IBPO or the SWIFT fee as stated above. All transactions subject to USCPB and Barclays Bank Final Compliance.

BUYER´SOBLIGATIONS : TheBUYER, withfullcorporateandlegalresponsibilities, andunderpenaltyofperjury, confirmsthatheisfullyawarethecourierofhisfinancialabilityandfacilitieswithhisbankwhensigningthisLOIand /orotheragreementsanddocumentswiththeSELLER. TheBUYERfurtherconfirmsthattheBUYERisauthorizedtoverifythefundsofeachtrancheoftheContractwithhi sbank, ifnecessary. Intheeventofunsatisfactoryverification, thetransactionwillbesuspendedimmediatelyandtheSELLERisinbreachoftheContractandliableforlegalconse quences.

SELLER´SOBLIGATIONS : TheSELLERwithlegalresponsibilities, andunderpenaltyofperjury, confirmsthatSELLERisfullyawareofthecommitmentoftheInstrumentswhencountersigningthisLOI. TheSELLERfurtherconfirmstodelivertheinstrument, tonegotiateandmakeproperarrangementwiththeprovidertocontinuouslysupplytheinstrumentsuntilthewholec ontractedvolumeisexhausted. Withoutexpressedwrittenpermission, neitherpartyshallcontactthebankoftheotherparty. Bothpartiesmaychangebankingcoordinateswithwrittennoticetotheotherparty. SANCTIONS (NON PERFORMANCE) After this contract is signed by both Seller and Buyer, and copies exchanged electronically or otherwise by a delivery service, failure to follow the closing procedures in time and form herein is considered breach of this contract and puts the failing party in default position to pay a one time penalty fee of 1% of the first tranche of the contract to the suffering Party.

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

NON-SOLICITATION TheBUYERherebyconfirmsanddeclaresthattheSELLER, itsassociatesorrepresentativesoranypersonorpersonsonitsbehalfhas/havenevereversolicitedtheBuyer, itsshareholdersorassociatesorrepresentativesinanywaywhatsoeverthatcanbeconstruedasasolicitationforthist ransactionorforfuturetransactions.

FORCEMAJEURE

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Anydelayinorfailureofperformancebyeitherpartyoftheirrespectiveobligationsunderthisagreementshallnotco nstituteabreachhereunderorgiverisetoanyclaimsfordamagesif, andtotheextentthatsuchdelaysorfailuresinperformancearecausedbyeventsorcircumstancebeyondthecontrol ofsuchparty.

Theterm“BeyondtheControlofSuchParty“IncludeLawfulorderofGovernmentorAuthority, ActofWar, RebellionorSabotage, Fire, Flood, Earthquakeorothernaturaldisasters. Anyothercausenotwithinthecontrolofsuchpartyorwhichisbyexerciseofreasonablediligence, thepartywillbeunabletoforeseeorpreventorremedy.

ARBITRATION Alldisputesandquestionswhatsoeverwhicharisesbetweenthepartiestothisagreementandtouchingonthisagree mentontheconstructionorapplicationthereoforanyaccountcost, liabilitytobemadehereunderorastoanyactorwayrelatingtothisagreementshallbesettledbythearbitrationinacco rdancewiththearbitrationlawsoftheICC with venue in Hong Kong.

Thisagreementcontainstheentireagreementandunderstandingconcerningthesubjectmatterhereofandsuperse desandreplacesallpriornegotiationsandproposedagreements, writtenororal . Neitherofthepartiesmayalter, amend, normodifythisagreement, exceptbyaninstrumentinwritingsignedbybothparties. ThisagreementwillbegovernedbyandconstruedinaccordancewiththelawsofUnitedKingdom. Intheeventthateitherpartyshallberequiredtobringanylegalactionsagainsttheotheritenforceanyofthetermsofth isagreementtheprevailingpartyshallbeentitlestorecoverreasonablyattorneyfeesandcosts.

FORANDONBEHALFOF THE RECEIVER:

------Mr. Title: Passport No.: Date of Issue: Date of Expiry: Country of Issue:

AGREEDANDACCEPTEDBYSELLER

______ForandonbehalfofSELLER: Title: Seller Name: Nationality: PassportNumber: DateofIssuance: DateofExpiration BANK COMFORT LETTER (TEXT AND FORMAT) TO BE COMPLETED ON APPLICANT / BUYER'S BANK LETTERHEAD PHYSICAL ADDRESS, PHONE, FAX NUMBERS & EMAIL ADDRESS

Page 7 of 25 Seller Initials: Buyer Initials: LETTERHEAD

AND PROVIDED AS AN ATTACHMENT TO THIS AGREEMENT:

CONFIRMATION OF FUNDS CERTIFICATE

Date: ______

BANK NAME: ADDRESS: TELEPHONE: FACSIMILE: SWIFT: TELEX: ROUTING #: ACCOUNT NUMBER: ACCOUNT NAME: WE, THE UNDERSIGNED BANK OFFICERS, HEREBY CONFIRM WITH FULL RESPONSIBILITY THAT THE AMOUNT OF XXXXXXXXX______(UNITED STATES DOLLARS/EUROS) IS RESERVED IN THIS BANK AT THE REQUEST OF (CLIENTS NAME) ______FOR THE FINALIZATION OF CONTRACT FOR THE PURCHASE OR LEASE OF AN SBLC O______(PRODUCT) THESE FUNDS ARE AVAILABLE FOR THE PURCHASE OR LEASE OF THE ABOVE IDENTIFIED PRODUCT. IN ISSUING THIS STATEMENT, THE BANK RECOGNIZES THEIR LIABILITY IN ACCORDANCE WITH THE TERMS OF THE CONTRACT SHOULD IT PROCEED. ______BANK OFFICER SIGNATURE BANK OFFICER SIGNATURE NAME: NAME:

SWIFT: MT799 IBPO

------

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S.W.I.F.T. – WIREFORMATMT-799IBPO NOTIFICATION : DELIVERYSTATUS : PRIORITY / DELIVERY : MESSAGEINPUTREFERENCE : ------MESSAGE HEADER------SWIFTINPUT : ICBPOSWIFTMT-799 SENDER :

BankName :, BankAddress: SwiftCode : Bankofficer : BankTel : Bankfax : AccountName: AccountNo. :

RECEIVER :

BankName :, BankAddress: SwiftCode : Bankofficer : BankTel : Bankfax : AccountName: AccountNo. :

WeherewithopenourIrrevocableConditionalBankPayOrderNumber…………………..…. Asfollows: Forvaluereceivedbyus, we, theundersignedXXXXXXXXXXXXXXXwithfullbankresponsibilityherebyIrrevocablyandUnconditionall ywithoutprotestornotificationpromisetopayagainstthisIrrevocableConditionalBankPayOrderno: ………………….... …….....infavorofXXXXXXXXXXXXXXXXXandaddressXXXXXXXXXXXXXXXXXXwithAccount No: XXXXXXXXXXXXXXXonmaturitydateofOneYearandOnedayfromdateofissue)...... …..thesumofXXXXXXXXXXXXXXEuros (XXXXXXXXXXXXX) inthelawfulcurrencyoftheEuropeanUnion, Onlyuponreciptandverificationandauthentificationofthebankguarantee.

ThisconditionalirrevocablepaymentorderisabidingpaymentcommitmentbyusandweundertaketotransferMT 103within8bankinghours,

Suchpaymentshallbemadewithoutset-offandclearofanydeductions, charges, feesorwithholdingsofanynature, noworhereinafterimposed, levied, collected, withheldorassessedbytheGovernmentUnitedKingdomoranypoliticalsubdivisionorauthoritythereofortherein .

ThisIrrevocableConditionalBankPayOrderisAssignable, TransferableandDivisiblewithoutpresentationtousandwithoutpaymentofanytransferfee.

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ThisIrrevocableConditionalBankPayOrderissubjecttotheUniformCustomsandPracticesfordemandGuarante essetforthbytheInternationalChamberofCommerce, Paris, France, andlatestrevisionofPublicationICC500- 600.

ThisIrrevocableConditionalBankPayOrdershallbegovernedbyandconstruedinaccordancewiththeLawofUni tedKingdom

Thisisanoperativeinstrument, andnomailconfirmationtofollow.

______BankOfficer (fullName) BankOfficer (fullName) Title: Title: KeyCode: KeyCode:

TEXT OF SWIFT MT 760 BANK GUARANTEE - BG SUBJECT TO BANK APPROVAL UPON RECEIPT OF IBPO OR SWIFT FEE

Page 10 of 25 Seller Initials: Buyer Initials: LETTERHEAD

Date : Name of issuing Bank : Issuing Bank address : Bank SWIFT Code : Bank Officer : Name of Receiving Bank: Receiving Bank Address Bank SWIFT Code: Bank Officer :

Bank GuaranteeNumber : Beneficiary : Address: Currency: Euro Amount: Issuing Date : Maturity Date :

FOR VALUE RECEIVED, WE THE UNDERSIGNED DULY AUTHORIZED TO ACT ON BEHALF OF XXXXXXXXXXXXXXXXXXXXXX HEREBY WITH FULL BANK LIABILITY IRREVOCABLY, UNCONDITIONALLY AND WITHOUT PROTEST OR NOTIFICATION, UNDERTAKE TO PAY AGAINST THIS BANK GUARANTEE TO THE ORDER OF EST. xxxxxxxxxxxxxxxxxxxxxx BEARER OR HOLDER AT MATURITY THE AMOUNT OF 00,000,000.00 (xxxxxxx MILLION EURO) IN THE LAWFUL CURRENCY OF THE EUROPEAN UNION UPON PRESENTATION AND SURRENDER OF THIS BANK GUARANTEE AT THE COUNTERS OF XXXXXXXXXXXXXXXXXXXXXXXXXXXXX

SUCH PAYMENT WILL BE MADE WITHOUT SET - OFF AND FREE AND CLEAR OF ANY DEDUCTION OR CHARGES, FEES OR WITHHOLDING OF ANY NATURE NOW OR HEREAFTER IMPOSED OR LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF THE UNITED KINGDOM OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN. THIS BANK GUARANTEE IS ASSIGNABLE AND TRANSFERABLE WITHOUT PRESENTATION TO US AND WITHOUT THE PAYMENT OF ANY TRANSFER FEES.

THIS GUARANTEE IS SUBJECT TO THE UNIFORM CUSTOM AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION) OF THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS (FRANCE), AND PUBLICATION NO: ICC 500 - 600.

THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF U.S.A , UNITED KINGDOM AND THE EUROPEAN UNION COUNTRIES WITH LEGAL JURISDICTION.

THIS IS AN OPERATIVE INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW.

FOR AND ON BEHALF OF: BANK Address :

NON-CIRCUMVENTION AND NON-DISCLOSURE

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All parties do herein agree that the non-circumvention and non-disclosure rules (NCND) of all issues from the ICC 458 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 & 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 communications shall clearly reference the transaction code, the Seller's code and the Buyer's code referred to herein.

Should a contract be signed between the Provider and the 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.

AGREED AND ACCEPTED BY THE BUYER / RECEIVER SIGNED ON THE

______Mr. Title: Passport No.: Date of Issue: Date of Expiry: Country of Issue:

CLIEN T INFORMATION SUMMARY

Page 12 of 25 Seller Initials: Buyer Initials: LETTERHEAD

In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the Federal Banking Commission Circular of December 1998, concerning the prevention of money laundering, and Article 305 of the Swiss Criminal Code, the following information may be supplied to banks and/or other financial institutions for the purpose of verification of identity and activities of the Principal, and the na- ture and origin of the funds that are to be utilized. All parties have an obligation for professional discre- tion and to take all appropriate precautions to protect the confidentiality of the information each holds in respect of the others’ activities. This legal obligation shall remain in full force and effect at all times.

1. Principal:

a) Represented By: b) Nationality: c) Passport Number: d) Date Of Issue: e) Date Of Expiration: f) Date Of Birth: g) Place Of Birth: h) SSN/Identity No.: i) Contact Address: Contact Telephone No.: j) k Add. Telephone No.: ) l) Mobile Telephone No.: m) Facsimile No.: n) E-Mail Address: o) Occupation: p Business Name: ) q Business Address: ) r Business Telephone: ) s) Business Facsimile: 2. Address For Mail:

3. Address For Courier:

4. Legal Counsel:

Page 13 of 25 Seller Initials: Buyer Initials: LETTERHEAD

a) Address: b) Telephone No.: c) Facsimile No.: 5. Bank:

a) Address: b) Account Name: c) Account No.: d) Acct. Signatory Name: e) Bank Officer: f Bank Officer Address: ) g) Bank Officer Telephone: h) Bank Officer Facsimile: i) Routing: j) S.W.I.F.T.: 6. SBLC

7. Affirmation:

I hereby swear under the full penalty of perjury, that the information provided herein is both true and accurate. I am in control of the assets stated above, and have signatory authority on the aforementioned bank account and have full authority to execute all contracts and agreements re- lating to pleading the assets for a loan. The funds are in full compliance with the anti-money laundering policies set forth by the Financial Action Task Force (FATF) 6/01.

AGREED AND ACCEPTED BY THE BUYER / RECEIVER SIGNED ON THE

------Mr. Title: Passport No.: Date of Issue: Date of Expiry: Country of Issue:

Page 14 of 25 Seller Initials: Buyer Initials: LETTERHEAD

RESOLUTION OF THE BOARD OF DIRECTORS

A quorum of directors of ______(Hereinafter called the "Company") with its address at ______attended in person or by tele- phone/video conference a Board of Directors meeting which was duly noticed and held on 02 June, 2014. A detailed discussion regarding various issues and aspects of this transaction was held to the full satisfac- tion of the Board members and the following resolutions were unanimously adopted:

RESOLUTION: It is resolved that______, holder of Republic of ______Passport No. ______as Company’s Office President and authorized Representative/Signatory of the company, to en- ter into this transaction involving the assignment of Bank Debentures and other Bank Instruments.

RESOLUTION: It is resolved that ______as President and authorized Signatory of the company, to arrange the Bank Instruments, in the amount of USD//Euro ______(USD/Euro ______) with rolls and extensions,

RESOLUTION: It is resolved that ______as President and authorized Signatory of ______. be assigned full authority to instruct, arrange, monitor, execute, manage and sign all paperwork, agreements, contracts and all documentation as may be neces- sary with third parties, pertinent to this transactions involving the leasing of Bank Instruments.

RESOLUTION: It is further resolved at this meeting of the Board of Directors that Mr. ______l is hereby authorized to pay/distribute on behalf of ______any and all transaction re- lated fees and entitlements to any banks, trading entities, program managers, facilitators, lawyers and oth- er involved persons and companies of his choice, as he may deem appropriate and at his absolute discre- tion, on behalf of ______“the Company.”

RESOLUTION: That ______, as the President of the company, is hereby authorized to certify that the foregoing resolutions and provisions thereof are in conformity with the charter, bylaws and articles of in- corporation of the company, and that the foregoing resolution and the authority thereby conveyed shall re- main in full force and effect until the purposes set forth herein are accomplished.

It is further certified that the foregoing resolutions have never been modified or amended and are now in full force and effect. The above named representative of the company has been duly elected and appointed to hold office, the representative is presently holding office, and is empowered to act for and on behalf of the company. This fax or email copy of the Board Resolution shall be of equal value and effect to the original, and shall be accepted as such by everyone, for all purposes, everywhere. The above motions and resolutions were duly made, seconded and unanimously passed and carried out at the completion of this meeting. In witness whereof, I have hereunto set our hand and seal of the company in our own free will and act, in certification of the above resolutions and provisions on this 18-4-30.

For and on behalf of the company Page 15 of 25 Seller Initials: Buyer Initials: LETTERHEAD

AGREED AND ACCEPTED BY THE BUYER / RECEIVER SIGNED ON THE

------Mr. Title: Passport No.: Date of Issue: Date of Expiry: Country of Issue:

Page 16 of 25 Seller Initials: Buyer Initials: LETTERHEAD

STATEMENT OF NON SOLICITATION OF FUNDS

I, ______as the Authorized Signatory, do hereby confirm that I have requested of you and your organization, specific confidential information and documentation on behalf of myself regarding currently available Project funding to serve only my interest, education, and not for further distribution.

I hereby agree that all information received from you is in direct response to my request, and is not in any way considered or intended to be a solicitation of any sort, or any type of offering, and for my general knowledge only. I hereby affirm under penalty of perjury, that I have requested this information from you and your organization of my choice and free will and further, and that you have not solicited me in any way.

I hereby represent that I am not an informant, nor am I associated with any government agency of the United States of America, or any other country, such as the Secret Service, Internal Revenue Service, Federal Bureau of Investigation, Central Intelligence Agency, Securities and Exchange Commission, Banking Commission, nor any agency whose purpose is to gather information regarding such offerings.

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

Further, I hereby declare that you have disclosed that you are not a licensed Security trader, attorney, bank officer, certified public accountant or financial planner. Any information, work or service conducted hereunder is that of a private individual and that this is a project funding transaction that is exempt from the Securities Act and not intended for the general public but Private Use only.

The electronic mail transmission of this document shall be considered a binding and enforceable instrument, treated as original copy. Original may be obtained upon request.

AGREED AND ACCEPTED BY THE BUYER / RECEIVER SIGNED ON THE

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------Mr. Title: Passport No.: Date of Issue: Date of Expiry: Country of Issue:

Page 18 of 25 Seller Initials: Buyer Initials: LETTERHEAD

AUTHORIZATION TO VERIFY

DATE : SIGNED ON THE To : PROVIDER RE : Authorization to Verify

Know all men, by these that I, ______, at the address shown above, give you clear no- tice that you have my direct permission and full authority to do all matters necessary to confirm, verify, and authenticate the corporate beneficially owned discounting facilities and capable to discount the same, the facility is clear unencumbered value of not less than______(______) and its associated good standing account status, on a bank to bank basis. The below stated beneficially owned account is of good, clean, and cleared cash funds obtained via legal means, and is currently available at the bank coordinates below:

Capable Amount : Name of the Bank : Address of the Bank : Bank SWIFT : Bank's Officer/Title : Telephone : Mobile : Account № : Account Signatory : Beneficiary :

A copy of this authorization will be lodged and presented to my bank officer.

In witness hereof I, ______, hereby swear under penalty of perjury, that the information pro- vided herein is accurate and true as of this date: SIGNED ON THE______.

AGREED AND ACCEPTED BY THE BUYER / RECEIVER SIGNED ON THE

------Mr. Title: Passport No.: Date of Issue: Date of Expiry:

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Country of Issue:

PASSPORTBUYER COPY

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

AGREED AND ACCEPTED BY THE BUYER SIGNED ON THE

------Mr. Title: Passport No.: Date of Issue: Date of Expiry: Country of Issue:

Page 20 of 25 Seller Initials: Buyer Initials: LETTERHEAD

BUYER COMPANY LICENSE

Page 21 of 25 Seller Initials: Buyer Initials: LETTERHEAD

SELLER PASSPORT COPY

Page 22 of 25 Seller Initials: Buyer Initials: LETTERHEAD

IrrevocableMasterFeeProtectionAgreement (IMFPA)

Both SELLER and BUYER agree that the SELLER’s and BUYER’s agent is entitled to 2% of the STANBY LETTER OF CREDIT(SBLC) face value as commission fee. The commission fees will be received by BUYER’s& SELLER’s agent as specifiedherebelow.

Thepartiesagreethatthecommissionfeesstatedarecompensationforservicesrenderedandareirrevocablyandun conditionallyguaranteedtobepaidbytheBUYERtotheagentorintermediarylistedinthisIMFPAbywiretransfers imultaneouslywiththeBUYER’spaymentof2% ofthefacevalueofthe SBLCasSELLINGfeetotheSELLERforthistransactionoftheSBLC. Thecommissionfeeswillbefreeoflegalimpedimentandfreeofanydeductions, excludingbanktransferfees, forthisandallsubsequenttransactionsbetweentheparties.

Inconsiderationofthemutualbenefitstobederivedbytheassociatesoraffiliatedindividuals, agents, companies, designees, trusteesorexecutors, itisunderstoodandagreedthatthepartiesheretoaremutuallydesirousofeffectingthisbusinesstransactioninco- operationwithoneanotherfortheirmutualbenefitandallsignatorypartiesagreetoabidebythefollowingtermsand conditions:

1. Eachpartyagreesthattheywillnotmakeanycontactwith, dealwithorbeinvolvedwithindividuals, traderandinvestorintroducedbyanothersignatorieswithoutspecificpermissionoftheintroducedsignatoryf ortheInvestor.

1. Thesignatoryagreestokeepconfidentialtheidentityofandallcontactssoprovidedbyanyothersignatories.

1. Thepartiesheretoagreethatallcommissionsorfeesasagreedbythepartiesshallbepaidinfullattheendofeveryt ransaction.

1. Thisagreementshallbelegallybindingonthepartieshereto, theirprincipals, employees, representatives, agentsandassignsinallcountriesoftheworld.

1. Thepartiesheretoaffirmthatineverycasetheywillactwiththehigheststandardsofethicsandhonestyinalltheir dealings.

1. Thisagreementshallberespectedandhonoredatalltimes, unlessotherwisemutuallyagreeduponandanypartywillpermitnoattemptorhintofcircumvention.

Eachoftheabovepartiesagreesandunderstanddthatanyovertorcovertactionofcircumventionprescribedbythisa greementshallbeafraudulentactagainsttheotherpartyandwillbesubjecttojudicialaction, recompensefordamages, possiblepunitivedamagesandinjunctivereliefimposedbythelegalprocess. BothpartiesherebyagreethattheintermediaryreferredtointhisIMFPAshallbeasfollows:

SELLER’sandBUYER’sagentsaretoreceive2% ofthefacevalueofthe SBLCascommissionfees.

Page 23 of 25 Seller Initials: Buyer Initials: LETTERHEAD

SELLER’s Mandate 1% Commission Banking Coordinates :

TOTAL COMMISSION OF [1%] TO RECEIVER'S SIDE/ OPEN

Paymaster Name Paymaster Address Passport Number Paymaster Telephone Paymaster Email Bank Name Bank Address Bank Officer Bank Telephone Bank Fax SWIFT Code/ Swift Account Nbr Account Name

Account Number (IBAN)

Beneficiary Special Instructions ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN, AND ARE IMMEDIATELY PAYABLE IN CASH”

SELLER’s SIDE 1% Commission Banking Coordinates : CLOSED

Bank Name Bank Address IBAN Account-Nr. Account Name SWIFT-Code : Bank Officer Name Bank-Officer-Fon Beneficiary Special Instructions Required Message for the Benefiary :

Page 24 of 25 Seller Initials: Buyer Initials: LETTERHEAD

AcceptedbytheBUYER:

AGREED AND ACCEPTED BY THE BUYER SIGNED ON THE

______Mr. Title: Passport No.: Date of Issue: Date of Expiry: Country of Issue:

ForandOnbehalfofSELLER:

______Name: PlaceofIssue: PassportNo: Nationality: DateofIssue: DateofExpiry:

Page 25 of 25 Seller Initials: Buyer Initials:

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