This Agreement Is Made and Enter Into the Date of 2009 by and Between the Party Described Below;

TRANSACTION CODE: BUYER TRANSACTION CODE:

DEED OF AGREEMENT

DATE: 22 July 2016 TRANSACTION CODE:

This agreement is made and entered into this day 22/07/2016, by and between the parties described below: Bank Guarantee (BG) / Standby Letter of Credit, SBLC for short;

THE PROVIDER Corporate Name Mailing Address Represented By Designation Passport No. Nationality Email Address

THE RECEIVER Corporate Name Mailing Address Represented By Designation Passport No. Nationality Email Address Mobile Number

WHEREAS. The Receivers desires to Purchase Bank Guarantee (BG) / Standby Letter of Credit (SBLC) from the Provider. Receiver confirms with full corporate and legal responsibility that funds available to fulfill the requirements for the sale 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 BG/SBLC available to it to the Receiver. Provider 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 Receiver. Provider hereby declares under penalty of perjury that the BG will be backed by funds/Assets that are good, clean, clear, and

PROVIDER’S STAMP AND SIGNATURE PAGE 1 OF 17 RECEIVER’S STAMP AND SIGNATURE TRANSACTION CODE: BUYER TRANSACTION CODE: free of non-criminal origin, the BG will be free and clear of all liens, encumbrances and third party interests.

NOW THEREFORE, The Receiver has agreed to Purchase fee of 8% + 4% of Face Value for the instrument requested and Provider has agreed to issue BG/SBLC for lease and both Parties hereby agree to the following:

TRANSACTION DESCRIPTION: 1. Instrument: Bank Guarantee (BG) / Standby Letter of Credit (SBLC) 2. Total Face Value: Minimum Euro/$ 1,000,000 (One Million to Fifty Billion) 3. Issuing Bank: Barclays Bank London, HSBC London, Deutsche Bank Frankfurtor as advised 4. Age: One Year and One Day (With the option contract, of Rolls and Extension) 5. Lease Fee: Based on the Face Value of SBLC Plus (8% + 4%) Commission, plus all rolls, extensions and additions thereafter. Purchase Fee: Based on the Face Value of SBLC plus (37% + 4%) Commission, plus all rolls, extentions and additions thereafter. 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 of Swift. ;

TRANSACTION PROCEDURE:

• Provider’s side sends DOA for buyer to complete in full with supporting Coporate Undertaking letter and verfiable RWA buyer’s bank letter confirming the buyer has financial capacity and the bank is ready to issue bank undertaking of the required amount.

In the event of non-performance (including delays or delivery of Bank Undertaking or any payment demand) to pay to the Provider and to the respective Consultants 1.0% for provider and 0.5% for involved consultants (one and a half percent) of the face value of instrument. Timing is adhered to from both parties in the transaction.

• Receiver sends back completed documents as requested.

• After successful verfication of agreement, (at Provider’s discretion) coporate undertaking and RWA from buyer’s bank, from Provider’s own due diligence and satisfaction, the Provider executes in the DOA in full, signs and initials advised Deed of Agreement, which thereby automatically becomes a full commercial recourse contract to be lodged by both partiesfor initiation of the Swift Transmission.

PROVIDER’S STAMP AND SIGNATURE PAGE 2 OF 17 RECEIVER’S STAMP AND SIGNATURE TRANSACTION CODE: BUYER TRANSACTION CODE:

The Receiver provides a corporate letter of undertaking confirming they have set aside commission fees of 1.0% for sell side and 1.0% for buy side consultants (total Two Percent of face value) of the face value () of the SBLC requested.

• Within three (3) working days after the Receiver receives contract documents, the Receiver will send by direct Bank Undertaking Swift MT799 10% (Ten percent) of the face value into the Provider’s designated bank coordinates for the receiving of the Bank Undertaking MT799.

• Within Five (5) banking days after confirmation and acceptance of receipt of the Bank Undertaking from the receiver of the SBLC via Swift MT799 in Provider’s bank account, the Provider will deliver the SBLC via Bank to Bank confirmation MT799 followed by MT760 to the Receiver’s banker including the hard copy of the BG/SBLC via bank bonded courier in Seven (7) banking days.

• Receiver paysfees of 8% by Swift MT103 to the Provider (Providers designated bank account) and 4% consultants commission fees (Consultants designated accounts) of total BG / SBLC Face Value by wire transfer within Three-Ten (3-10) banking days upon delivery, confirmation and verification of SBLC by MT760 in the Receiver’s nominated account and SBLC hard copy in the Receiver’s nominated bank.

• Provider confirms upon receipt of full payment is made by MT103, of fees of 8% to the Provider and 4% Consultant fees, the Bank Undertaking will be cancelled immediately and returned to Receiver’s bank.

• 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.

* Should the Receiver default to pay the buyout fees to the Provider and Consultants commission fees as agreed within ten (10) banking days of confirmation of BG MT760 in Receiver's bank account, the Provider will instruct the issuing bank to put a claim on the BG/SBLC thereby forcing the Receiver's bankers to return the BG / SBLC MT760 to the issuing Bank.

* 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 plus 0.5% fees for consultants.

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.

FORCE MAJEURE Any delay in or failure of performance by either party of their respective obligations under this agreement the Receiver shall pay 1% face value as penalty and 0.5% for consultants.

The Receiver will provide a corporate letter undertaking that the fees are set aside of 1.5% (One and a half Percent) of 10 Miilion Euro (Ten Hundred Million Euro) in the event of non- performance to pay the Provider and Consultants as stated above.

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.

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 costs.

FOR AND ON BEHALF OF THE Receiver

______Signature and Stamp/Seal Name: Designation: Passport #: Nationality:

Issue date: Expiry date: Date:

Receiver’s International Passport (Attached as Appendix A)

FOR AND ON BEHALF OF THE Provider

______Signature and Stamp/Seal Name: Designation: Passport #: Nationality: Issue date: Expiry date: Date: Provider’s International Passport (Attached as Appendix B)

The Provider and Receiver agree to the following banking co-ordinates pertaining to the agreement herein above stated:

Provider’s BANKING CO-ORDINATES TO ISSUE BANK GUARANTEE (BG) VIA SWIFT MT799 AND/OR MT760 Bank Name TBA – BARCLAYS BANK, HSBC OR DEUTSCHE BANK or as advised Bank Address Account Name Account Number IBAN Number

SWIFT CODE Bank Officer

Provider’s BANKING CO-ORDINATES TO RECEIVE ICBPO OR PAYMENT UNDERTAKING FROM RECEIVER

Bank Name Bank Address Account/Beneficiary

Account Number SWIFT CODE IBAN

Provider RESERVES THE RIGHT TO USE ANY BANK ACCOUNT TO RECEIVE ICBPO FEES OR LEASE FEES TO SMOOTH TRANSACTION OPERATION (IT’S OUR BANK REGULATIONS AND PROCEDURE).

Provider AND Receiver RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANYTIME BY PROVIDING WRITTEN REQUEST TO THE UNDERSIGNED WITH 24HOURS NOTICE.

Receiver’s BANK CO-ORDINATES TO RECEIVE BANK GUARANTEE (BG/SBLC) VIA SWIFT MT799 AND/OR MT760 Bank Name Bank Address Account Holder Account Number SWIFT CODE Signatory Name

Receiver’s BANK CO-ORDINATES TO PAY FEES

Bank Name Bank Address Account Holder Account Number SWIFT CODE Signatory Name

RECEIVER RESERVES THE RIGHT TO USE ANY BANK COORDINATE TO PAY FEES AND RECEIVE THE BG VIA MT799 AND/OR MT760. (IT’S OUR BANK REGULATIONS AND PROCEDURE).

APPENDIX A:

APPENDIX B:

Provider INTERNATIONAL PASSPORT

“EXHIBIT A” SAMPLE TEXT OF MT799 BANK UNDERTAKING (Text may vary in substance but the essential undertaking must be maintained)

FROM: BANK NAME: ADDRESS: SWIFT CODE: BY ORDER OF OUR CLIENT: ACCOUNT NAME: ACCOUNT NUMBER:

TO BANK NAME: SWIFT CODE: IBAN NO: TRANSACTION CODE: ACCOUNT NAME: ACCOUNT NUMBER: BANK ADDRESS: BRANCH MANAGER: BANK PHONE: BANK FAX:

AT THE REQUEST OF OUR CLIENT: XXXXXXX FOR THE BENEFIT OF: xxxxxx, WE, BANK NAME, HEREBY IRREVOCABLY CONFIRM THAT WE ARE PREPARED TO UNDERTAKE THE FOLLOWING:

(1) TO RECEIVE, VIA SWIFT MT760 INTO OUR CLIENT’S ABOVE-LISTED ACCOUNT,EURO/$ XXXXXXXXXX CASH-BACKED, ASSIGNABLE, TRANSFERABLE, DIVISIBLE AND UNCONDITIONAL BANK GUARANTEE (XXXXX“€/$XXM BG/SBLC”); AND,

(2) TO SWIFT TRANSFER A PRINCIPAL AMOUNT OF (EURO/$XXXXXX.00) ) XXXX MILLION EUROS/US DLLARS WITHIN TEN (10) EUROPEAN BANKING DAYS TO THE BELOW-LISTED ACCOUNT AFTER SUCCESSFULLYRECEIVING AND AUTHENTICATING THE EURO/$XXM BANK GUARANTEE DELIVERED VIA SWIFT MT760 TO OUR CLIENT’S ABOVE ACCOUNT.

BANK NAME: ACCOUNT NUMBER: ACCOUNT NAME: SWIFT CODE:

WE, HEREBY CONFIRM THAT THE (EURO/$5,000,000.00) FIVE MILLION EUROS ARE GOOD, CLEAN AND CLEARED FUNDS DERIVED FROM A LEGAL SOURCE. THIS INSTRUMENT IS VALID FOR 90 DAYS.

FOR AND ON BEHALF OF BANK NAME & ADDRESS

AUTHORIZED BANK OFFICER 1 AUTHORIZED BANK OFFICER 2

Provider’s BANKING COORDINATES FOR ISSUING BANK GUARANTEE (BG/SBLC) VIA SWIFT MT799/MT760 (ALSO FOR REFUND). BANK NAME :TBA BANK ADDRESS : TBA ACCOUNT NAME :TBA ACCOUNT NUMBER :TBA

IBAN NUMBER : TBA SWIFT CODE : TBA BANK OFFICER : TBA

“EXHIBIT C” SAMPLE SWIFT MT-760 FROM ISSUING BANK TO BUYER BANK (Text may vary in substance but the essential undertaking must be maintained)

FROM BANK NAME: BANK ADDRESS: BANK TEL: BANK FAX: BENK OFFICER NAME: SWIFT CODE: ACCOUNT NAME: ACCOUNT NO:

TO BANK NAME: BANK ADDRESS: BANK TEL: BANK FAX: BENK OFFICER NAME: SWIFT CODE: ACCOUNT NAME: ACCOUNT NO:

BANK GUARANTEE NO.: ISSUING BANK NAME: xxxxxxxxxxxxxx BANK ADDRESS: xxxxxxxxxxxxxx. CURRENCY: ISSUED DATE: MATURITY DATE: AMOUNT: APPLICANT: XXXXXXXXXXXXXX BENEFICIARY: XXXXXXXXXXXXXX

FOR VALUE RECEIVED WE THE UNDERSIGNED, XXXXX BANK , ADDRESS AT XXXXXXX XXXXXXXX LONDON UK, HEREBY IRREVOCABLY, UNCONDITIONALLY AND WITHOUT PROTEST OR NOTIFICATION ON FIRST DEMAND, PROMISE TO PAY AT MATURITY TO THE ORDER OF ______THEREOF, THE SUM OF XXXXXXXXXXXXX (XXXXXXX MILLION XXX) IN THE LAWFUL CURRENCY OF THE EUROPEAN UNION/UNITED STATES DOLLARS UPON PRESENTATION AND SURRENDER OF THIS GUARANTEE AT THE OFFICE OF BARCLAYS BANK PLC.

SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND SHALL BE UNENCUMBERED FREE AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEES OR WITH HOLDING OR ANY NATURE NOW OR HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.

THIS GUARANTEE IS FULLY CASH BACKED WITH FUNDS ON DEPOSIT THAT ARE GOOD, CLEAN, CLEARED OF NON-CRIMINAL ORIGIN, FREE OF ANY LIENS OR ENCUMBRANCES LEGALLY EARNED BY THE APPLICANT. THIS BANK GUARANTEE IS UNCONDITIONAL, TRANSFERABLE, ASSIGNABLE, DIVISIBLE AND CONFIRMED WITHOUT PRESENTATION OF IT

TO US AND SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED KINGDOM.

THIS BANK GUARANTEE IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICES FOR BANK GUARANTEE AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE - PARIS - FRANCE, LATEST REVISION OF PUBLICATION 758.

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

FOR AND ON BEHALF OF:

XXX ISSUING BANK XXX

XXX ISSUING BANK ADDRESS XXX

BANK OFFICER 1 BANK OFFICER 2 TITLE (PIN) TITLE (PIN)

FEE PROTECTION AGREEMENT

Both Provider and Receiver agree that the Provider’s and Receiver's Consultants/agents are entitled to 4% of the BG/SBLC Face Value as commission fees plus all rolls and extensions or additions thereafter. These commission fees will be shared between the Provider’s and Receiver’s agents as specified below.

The parties agree that the commission fees stated are compensation for services rendered and are irrevocably and unconditionally guaranteed to be paid by the Receiver to the agents and intermediaries listed in this FPA by wire transfer simultaneously with the Receiver’s payment of 8% of the face value of the *SBLC as Selling fee to the Provider for every Tranche and/or transaction of the *SBLC. The commission fees will be free of legal impediment and free of any deductions, excluding bank transfer fees, for this and all subsequent transactions between the parties.

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

* Each party agrees that they will not make any contact with, deal with or be involved with individuals, trader and investor introduced by another signatory without specific permission of the introduced signatory for the Investor.

* The signatory agrees to keep confidential the identity of and all contacts so provided by any other signatories.

* The parties hereto agree that all commissions or fees as agreed by the parties shall be paid in full at the end of every transaction.

* This agreement shall be legally binding on the parties hereto, their principals, employees, representatives, agents and assigns in all countries of the world.

The parties hereto affirm that in every case they will act with the highest standards of ethics and honesty in all their dealings.

This agreement shall be respected and honored at all times, unless otherwise mutually agreed upon and any party will permit no attempt or hint of circumvention.

Each of the above parties agrees and understands that any overt or covert action of circumvention prescribed by this agreement shall be a fraudulent act against the other party and will be subject to judicial action, recompense for damages, possible punitive damages and injunctive relief imposed by the legal process.

Both parties hereby agree that the agents and intermediaries referred to in this FPA shall be as follows:

TOTAL COMMISSION FEE OF 4% OF FACE VALUE IN EURO PAID BY THE Receiver TO BE SHARED AS FOLLOWS:

TOTAL COMMISSION OF 1%TO Provider’s SIDE (CLOSED) PARTICULARS PAYMASTER 1 GROUP (SUB FEE AGREEMENT REF: FTNKB11-AB10M-TS1215) Name E-mail Corresponding Bank Corresponding Bank Address Corresponding SWIFT

Beneficiary Bank Beneficiary SWIFT Beneficary Account: Account Number Account Name Special Instructions: REF AC: Required Message: REF: BLAWUK - ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON- CRIMINAL ORIGIN, AND ARE IMMEDIATELY PAYABLE IN CASH”.

TOTAL COMMISSION 0.5% OF 1% TO Receiver’s SIDE GROUP 1 (CLosed) PARTICULARS PAYMASTER 2 Name KB E-mail Bank Name Bank Address ABA Routing Number Account Number Account Name SWIFT CODE Bank Telephone Beneficiary: Paymaster to pay: groups as advised Special Instructions: REF: Required Message: ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN, AND ARE IMMEDIATELY PAYABLE IN CASH” TOTAL COMMISSION 0.25% OF 1% TO Receiver’s SIDE GROUP 2 (CLOSED) PARTICULARS PAYMASTER Name E-mail

Bank Name Bank Address ABA Routing Number Account Number Account Name SWIFT CODE Bank Telephone TBA Beneficiary: Special Instructions: SEND PRE-ADVICE PRIOR TO SENDING CASH FUNDS TO LEGITIMATE BENIFICIARIES AND PAYMASTER FOR NOTIFICATION PURPOSES. A copy of Bank Wire Transfer slip shall be emailed to: XXXXXXXXXXXXX for legal verification and documentation pursuant to Patriot Act/Banking regulations with One Original Contract copy to be filed with Bank Required Message: 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. FUNDS ARE CLEAN AND CLEAR, OF NONCRIMINAL ORIGIN, AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEFICIARY'S BANK WITH SAME DAY'S CREDIT.”.

TOTAL COMMISSION 0.25% OF 1% TO Receiver’s SIDE GROUP 2 (OPEN) PARTICULARS PAYMASTER Name E-mail Bank Name Bank Address ABA Routing Number Account Number Account Name SWIFT CODE Bank Telephone TBA Beneficiary: Special Instructions: SEND PRE-ADVICE PRIOR TO SENDING CASH FUNDS TO LEGITIMATE BENIFICIARIES AND PAYMASTER FOR NOTIFICATION PURPOSES. A copy of Bank Wire Transfer slip shall be emailed to: XXXXXXXXXXXXX for legal verification and documentation pursuant to Patriot Act/Banking regulations with One Original Contract copy to be filed with Bank Required Message: 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. FUNDS ARE CLEAN AND CLEAR, OF NONCRIMINAL ORIGIN, AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEFICIARY'S BANK WITH SAME DAY'S CREDIT.”.

This Fee Protection Agreement has been agreed and executed by the undersigned on this day 22/07/2016.

FOR AND ON BEHALF OF THE Receiver

______

Signature and Stamp/Seal Name: Nationality: Passport #: Issue date: Expiry date: Place of Issue:

Three Docs your client must send are:

1. DOA

2. Corporate Undertaking (penalty fee) - (This is not an upfront fee, we don’t do upfront. It’s just on the Client letterhead if they fail to perform they accept the penalty fee as on the DOA clause)

3. RWA bank confirms client is capable of funds

[SAMPLES BELOW]

======

Please find information below so it is clear for the client and anyone else.

Here is the format for RWA on clients bank letterhead and issued from their bank officers;

" FIRST LETTER FROM BANK ADDRESSED TO LESSEE/BUYER (Receiver) ON BANK LETTERHEAD

Dear Sirs

This is to kindly inform you that we (company name and authorised person) will send the ICBPO OR PAYMENT GUARANTEE of X % of face value of Euro/USDXXXXXXX (value written in words), to the Providers cash assets backers nominated account. The ICBPO MT799 willl be valid for 90 days and will be in the name of your Providers cash assets backers. We understand once payment is made in full and accepted to the Provider and the consultants the ICBPO mt799 will be cancelled and returned immediately. Once we have sent the the ICBPO OR PAYMENT GUARANTEE out, we expect the providers issuing bank to then send an MT799 Per advice followed by mt760. "

======

" SECOND LETTER ON COMPANY LETTERHEAD FROM BUYER ADDRESSED TO PROVIDER ()

This is to inform you that if in the event I/We (company name and authorised person) do not issue the ICBPO mt799 on time according to the DOA, I will immediately remit the 1% of the face value of BG/SBLC penalty charge into Provider's nominated account and 0.25% to the consultants nominated account, before Provider proceeds to issue the MT760. I can confirm that we (company name and authorised person) have the 1.25% penalty charge in my possession currently. "

PROVIDER’S STAMP AND SIGNATURE PAGE 17 OF 17 RECEIVER’S STAMP AND SIGNATURE