TRANSACTION CODE:

DEED OF AGREEMENT
TO: BG / SBLC PROVIDER
DATE OF AGREEMENT:

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

PREJUDICE OR CONFLICT OF INTEREST, DULY UNDERSTOOD AND SIGNED BY BOTH PARTIES ACTING AT
THEIR OWN ACCORD ON THE DATE OF THIS AGREEMENT BY AND BETWEEN:
THE SELLER
COMPANY NAME
COMPANY ADDRESS
CO. REG. NO.
REPRESENTED BY
POSITION
NATIONALITY
PASSPORT NO.
HEREIN NAMED NEW ISSUE BG/SBLC PROVIDER AS THE "SELLER", HEREBY CONFIRM, WITH FULL LEGAL
RESPONSIBILITY, UNDER PENALTY OF PERJURY OF LAW THAT WE ARE READY, WILLING AND ABLE TO
DELIVER THE FOLLOWING BANK INSTRUMENT, UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW,
BASED ON GOOD, CLEAN, CLEAR UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN;

AND
THE BUYER
COMPANY NAME

COMPANY ADDRESS

CO. REG. NO.

REPRESENTED BY
POSITION
NATIONALITY
PASSPORT NO.

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

BOTH PARTIES COLLECTIVELY BEING REFERRED TO AS THE “PARTIES”.

DESCRIPTION OF INSTRUMENTS

SELLER’s initials: Page 1 of 21 BUYER’s initials:

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1 INSTRUMENT BG/SBLC, ICC 758/600 FORMAT, CASH BACKED,

2 TOTAL FACE VALUE EURO R & E
3 FIRST TRANCHE
SUB TRANCHES
4 CURRENCY EURO ( € )
5 ISSUING BANK BARCLAYS BANK PLC. LONDON, HSBC HONG KONG, BANK OF CHINA,
ICBC CHINA, HSBC UK.
6 AGE ONE YEAR AND ONE DAY
7 FUNDING RATE 38.00% (THIRTY EIGHT PER CENT) OF FACE VALUE
8 COMMISSION FEES 2.00% (TWO PER CENT)
9 POF MINIMUM
VALUE
10 DELIVERY MODE SWIFT MT799 PROOF OF FUNDS /
SWIFT MT799 PRE-ADVISE (IF REQUIRED BY BUYER)
SWIFT MT760 BG/SBLC
11 PAYMENT BY UNCONDITIONAL MT103 OR WIRE TRANSFER/TT
12 HARD COPY ORIGINAL HARD COPY BY BANK BONDED COURIER WITHIN 7 BANKING
DAYS.

Non-Upfront Fee Transaction Procedure:

1. BUYER SUBMITS TO SELLER THIS SIGNED AGREEMENT, TOGETHER WITH FULL BANKING
COORDINATES AND INCLUDE THE FOLLOWING:
1.1 LETTER OF INTENT/CONTRACT (LOI)
1.2 CLIENT INFORMATION SHEET (CIS)
1.3 CORPORATE BOARD RESOLUTION (CBR)
1.4 NON-SOLICITATION STATEMENT (NS)
1.5 NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT (NCND)
1.6 IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
1.7 BUYER SIGNATORY AND COLOR COPY OF PASSPORT (PPT)
1.8 BUYER COMPANY INCORPORATION CERTIFICATE (CERT)

2. AFTER COMPLETED SOFT DUE DILIGENCE, SELLER COUNTERSIGNS THIS AGREEMENT, WITH FULL
BANKING COORDINATES AND INTERNATIONAL PASSPORT, COMPANY INCORPORATION
CERTIFICATE AND IT THUS BECOMES A FULLY BINDING COMMERCIAL CONTRACT AND RETURNS IT
TO BUYER, BOTH PARTIES SHALL LODGE THIS AGREEMENT WITH THEIR RESPECTIVE BANKS
PENDING MT799 POF FROM BUYER BANK FOR ACTIVATION OF THE TRANSACTION.

3. AFTER LODGING THIS AGREEMENT IN THEIR BANK, WITHIN (3/5) INTERNATIONAL BANKING DAYS
BUYER'S BANK -XXXXXXXXXX SHALL ISSUE FIRST TRANCHE PROOF OF FUNDS (POF) VIA SWIFT
MT799 (DRAFT TEXT AS PER APPENDIX A) TRANSMITTED DIRECTLY IF RMA KEY EXISTS WITH XXX
OR VIA THEIR CORRESPONDENT BANK TO TO SELLER'S DESIGNATED BANK - XXXXXXXXX (STATING
FUNDS AVAILABILITY TO PURCHASE THE SBLC INSTRUMENT). BUYER SHALL PROVIDE THE
TRANSMISSION COPY OF THE SAID MT799 POF TO SELLER FOR TRACING. NOTE: SELLER’S POF
VERIFYING BANK ACCOUNT SHALL BE DIFFERENT FROM ISSUING BANK ACCOUNT.

SELLER’s initials: Page 2 of 21 BUYER’s initials:

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4. WITHIN FOUR (4-5) INTERNATIONAL BANKING DAYS FOLLOWING RECEIPT, VERIFICATION AND
AUTHENTICATION OF THE ABOVE SWIFT MT799 POF, SELLER’S ISSUING BANK XXXXXXXXX WILL
ISSUE MT799 PRE-ADVICE FOLLOWED BY THE DELIVERY MT760 BG/SBLC (DRAFT TEXT AS PER
APPENDIX B) TO BUYER’S DESIGNATED RECEIVING ACCOUNT - XXXXXXXXX (SELLER SHALL
PROVIDE THE TRANSMISSION COPY OF THE MT799 PRE-ADVICE / MT760 BG/SBLC TO BUYER FOR
TRACING).

5. WITHIN SEVEN (7-10) INTERNATIONAL BANKING DAYS UPON RECEIPT, VERIFICATION AND
AUTHENTICATION OF ABOVE MT760 BG/SBLC, BUYER’S BANK - XXXXXXXXX SHALL RELEASE THE
FULL PAYMENT 38% OF FACE VALUE TO SELLER‘S DESIGNATED ACCOUNT - XXXXXXXXX VIA
UNCONDITIONAL MT103/TT AND 2% AS CONSULTANCY FEE DISTRIBUTED TO THE AGENTS‘
PAYMASTER ACCOUNTS IN THE IMFPA.

6. WITHIN SEVEN (7) BANKING DAYS OF RECEIPT OF AGREED PAYMENT BY SELLER, SELLER’S ISSUING
BANK - XXXXXXXXXXX SHALL DELIVER THE BG/SBLC HARD COPY ORIGINAL TO BUYER’S
DESIGNATED RECEIVING ACCOUNT - XXXXXXXXX BY BANK BONDED COURIER.

7. ALL SUBSEQUENT TRANCHES WILL BE BASED ON THE SAME PROCEDURES OR AGREED BY BOTH
PARTIES, UNTIL COLLATERAL OR FUNDS BECOME EXHAUSTED.

8. 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.

9. SHOULD BUYER DEFAULT TO PAY ACCORDING TO AS AGREED, IN THE CONTRACT, THE SELLER WILL
INSTRUCT THE ISSUING BANK TO PUT A CLAIM ON THE BG/SBLC AND THEREBY FORCING THE
BUYER'S BANK TO RETURN THE BG/SBLC BY SWIFT MT760 TO THE ISSUING BANK, RAISE A FRAUD
ALERT AND INSTITUTE LEGAL ACTION.

* SPECIAL INSTRUCTION: THE BENEFICIARY OF THE FC BG/SBLC WILL BE:

BUYER´S OBLIGATIONS:

THE BUYER, WITH FULL CORPORATE AND LEGAL RESPONSIBILITIES, AND UNDER PENALTY OF PERJURY,
CONFIRMS THAT HE IS FULLY AWARE OF THIS CONTRACT OF HIS FINANCIAL ABILITY AND FACILITIES WITH
HIS BANK WHEN SIGNING THIS LOI AND/OR OTHER AGREEMENTS AND DOCUMENTS WITH THE SELLER.

THE BUYER FURTHER CONFIRMS THAT THE SELLER IS AUTHORIZED TO VERIFY THE FUNDS OF EACH
TRANCHE OF THE CONTRACT WITH HIS BANK, IF NECESSARY. IN THE EVENT OF UNSATISFACTORY
VERIFICATION, THE TRANSACTION WILL BE SUSPENDED IMMEDIATELY AND THE BUYER IS IN BREACH OF
THE CONTRACT AND LIABLE FOR LEGAL CONSEQUENCES.

SELLER’s initials: Page 3 of 21 BUYER’s initials:

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SELLER´S OBLIGATIONS:

THE SELLER WITH FULL CORPORATE AND LEGAL RESPONSIBILITIES, AND UNDER PENALTY OF PERJURY,
CONFIRMS THAT SELLER IS FULLY AWARE OF THE COMMITMENT OF THE INSTRUMENTS WHEN
COUNTERSIGNING THIS LOI.

THE SELLER FURTHER CONFIRMS TO DELIVER THE INSTRUMENTS, TO NEGOTIATE AND MAKE PROPER
ARRANGEMENT WITH THE PROVIDER TO CONTINUOUSLY SUPPLY THE INSTRUMENTS UNTIL THE WHOLE
CONTRACTED VOLUME IS EXHAUSTED. WITHOUT EXPRESSED WRITTEN PERMISSION, NEITHER PARTY
SHALL CONTACT THE BANK OF THE OTHER PARTY. BOTH PARTIES MAY CHANGE BANKING COORDINATES
WITH WRITTEN NOTICE TO THE OTHER PARTY.

PENALTY CLAUSE FOR NON-PERFORMANCE

SHOULD ANY OF THE SIGNATORY PARTIES HEREIN FAIL TO PERFORM ACCORDING TO THE TERMS AND AS
REQUIRED BY THIS CONTRACT, ONCE SIGNED, THEN, THE FAILING PARTY SHALL INDEMNIFY THE
AGGRIEVED PARTY FOR AN AMOUNT OF 2%. THE DISTRIBUTION OF THE 2% PENALTY SHALL BE 1.25% TO
THE AGGRIEVED SIGNATORY PARTY OF THE CONTRACT AND 0.75% TO ALL OF THE CONSULTANTS
DESIGNATED IN THE IRREVOCABLE MASTER FEE PROTECTION AGREEMENT. SAID 0.75% WILL BE DIVIDED
ACCORDING TO THE PERCENTAGE DELINEATED DISTRIBUTIONS IN THE IRREVOCABLE MASTER FEE
PROTECTION AGREEMENT.

SPECIAL CONDITIONS:

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

COMMUNICATION IN AN IMPROPER WAY TO SELLER OR BUYER’S BANK(S) IN THIS TRANSACTION SHALL BE
PROHIBITTED AND CONTRACT TERMINATED.

THIS TRANSACTION 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 1933 AS AMENDED OR UNDER 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 EXECUTION BY BOTH PARTIES, THIS DOA BECOMES A LEGAL AND BINDING CONTRACT BETWEEN
THE PARTIES. EACH PARTY HOLDS ONE OF THE DOA SIGNED IN ORIGINAL AND MAY BE EXCHANGED TO
COMPLETE SIGNATURES IN WET INK AS HARD COPY CONTRACT WHEN REQUIRED.

BOTH SELLER AND BUYER 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 DAMAGES IN THE AMOUNT OF TWO PERCENT (2%) OF FACE
VALUE OF THE BG TO THE INJURED PARTY WITHOUT RECOURSE.

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

SELLER’s initials: Page 4 of 21 BUYER’s initials:

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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 AGREEMENT 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 REASONABLY ATTORNEY
FEES AND COSTS.

NON-CIRCUMVENTION & NON-DISCLOSURE:

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

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

IN WITNESS WHERE OF THE PARTIES EXECUTED THIS AGREEMENT AS OF THE DATE ABOVE WRITTEN.

CONFIRMED AND SIGNED ON XX,2021, FOR AND BEHALF OF BUYER (RECEIVER):

_____________________________________
TITLE:
NAME:
PASSPORT NUMBER:
NATIONALITY:
ISSUING DATE:
EXPIRY DATE:

SELLER’s initials: Page 5 of 21 BUYER’s initials:

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TRANSACTION CODE:

BANKING INFORMATION:

THE SELLER AND BUYER AGREE TO THE FOLLOWING BANKING CO-ORDINATES PERTAINING TO THE
AGREEMENT HEREIN ABOVE STATED:
BUYER'S BANKING COORDINATES:

BUYER’S BANK COORDINATES: TO ISSUE POF VIA SWIFT MT799 AND MAKE PAYMENT FOR BG/SBLC
VIA SWIFT MT103:

BANK NAME
BANK ADDRESS
BANK OFFICER
ACCOUNT NUMBER
ACCOUNT NAME
ACCT. SIGNATORY
BANK OFFICER
BANK TELEPHONE
BANK FAX

BUYER’S BANK COORDINATES: TO RECEIVE MT799 PRE-ADVICE AND/OR MT760 BG/SBLC AND HARD
COPY

BANK NAME
BANK ADDRESS
BANK OFFICER
ACCOUNT NUMBER
ACCOUNT NAME
ACCT. SIGNATORY
BANK OFFICER EMAIL
BANK TELEPHONE
BANK FAX

SELLER'S BANKING COORDINATES:

SELLER’s initials: Page 6 of 21 BUYER’s initials:

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TRANSACTION CODE:

SELLER’S BANK COORDINATES: TO RECEIVE POF VIA SWIFT MT799 RECEIVE PAYMENT FOR BG/SBLC
VIA SWIFT MT103:

BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT ROUTING
NUMBER
ACCOUNT NAME
ACCOUNT NUMBER
BANK OFFICER

SELLER’S BANK COORDINATES: TO ISSUE MT799 PRE-ADVICE AND MT760 SBLC AND HARD COPY

BANK NAME
BANK ADDRESS
BIC/SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER

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. EACH PARTY IS NOT
ALLOWED TO CONTACT THE OTHER PARTY'S BANK WITHOUT EXPRESSED WRITTEN PERMISSION. ANY
SELLERT TEMPTING TO DO SO WILL LEAD TO THE CANCELLATION OF THIS TRANSACTION/AGREEMENT.

APPENDIX-A

TEXT OF SWIFT MT799 PROOF OF FUNDS

PLEASE NOTE: DONT TAMPER!!
************** SWIFT INPUT: MT799 BLOCKFUNDS PROOF OF FUNDS **************
----------------------------------------------------------------------------------------------------------------------------------------

SELLER’s initials: Page 7 of 21 BUYER’s initials:

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 TRANSACTION CODE:

TRANSMISSION DATE:
TRANSACTION CODE: XXXXXXXXXXXXXXXXXXXX
SENDER:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
BANK OFFICER:
TEL:
AMOUNT: XXXXXX
ACCOUNT NAME:
ACCOUNT NO. :
IBAN:

RECEIVER:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
BANK OFFICER:
TEL:
ACCOUNT NAME:
ACCOUNT NO.:
IBAN:
TRANSACTION REFERENCE CODE:

WE, THE UNDERSIGNED, BANK NAME AND ADDRESS WITH FULL BANK RESPONSIBILITY HEREBY
IRREVOCABLY CONFIRM THAT OUR CLIENT --------------------- AND ACCOUNT OWNER OF ------------------HAS
ON DEPOSIT IN OUR BANK CASH FUNDS VALUED AT -------------------------------- MILLION EURO IN THE ABOVE
REFERENCED ACCOUNT ARE PRESENTLY HELD IN OUR CUSTODIAL BANK ACCOUNT AT THIS TIME.

WE THE UNDERSIGNED HEREBY FURTHER CONFIRM WITH FULL BANK RESPONSIBILITY THAT THESE
FUNDS IN THE TOTAL AMOUNT OF ----------------------- MILLION EURO HAVE BEEN IRREVOCABLY,
UNCONDITIONALLY RESERVED AND EXCLUSIVELY HELD IN FAVOUR OF ---------BANK NAME-----------------
AND FOR THE BENEFIT OF --------------------------- FOR FURTHER CREDIT TO ---------------------------- AND THAT
THESE FUNDS SHALL REMAIN SO RESERVED FOR A PERIOD OF ONE YEAR AND ONE DAY FROM THE DATE
OF ISSUANCE OF OUR SWIFT MESSAGE FOR THE FULL USE AND BENEFIT OF ------------------------------------.

WE FURTHER CONFIRM THAT THESE FUNDS ARE GOOD, CLEAN, CLEAR AND FREE OF ANY LIENS OR
ENCUMBRANCES, DEDUCTIONS CHARGES, FEES OR WITHHOLDINGS OF ANY NATURE NOW OR
HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHELD OR ASSESSED BY THE GOVERNMENT OF
SWITZERLAND OR ANY POLITICAL SUBDIVISION OR AUTHORITY AND THAT THE RULE OF FULL
DISCLOSURE HAS BEEN ESTABLISHED THAT THESE FUNDS WERE LEGALLY OBTAINED FROM NON-
CRIMINAL BUSINESS ACTIVITIES.

THIS S.W.I.F.T. GUARANTEE MAY BE CONFIRMED ON A BANK TO BANK BASIS BY A NOMINATED BANK
MANAGER / OFFICER CONTACTING VIA S.W.I.F.T. PROTOCOL WITH THE UNDERSIGNED.
THIS BANK INSTRUMENT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE UNDER INTERNATIONAL
CHAMBER OF COMMERCE, PUBLICATION NUMBER 600 AND ITS LATEST REVISION.

_________________________ __________________________
BANK OFFICER (1) BANK OFFICER (2) PIN
TITLE: TITLE:
PIN CODE: PIN CODE

SELLER’s initials: Page 8 of 21 BUYER’s initials:

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TRANSACTION CODE:

APPENDIX-B
DRAFT TEXT OF BG / SBLC VIA MT760
(TEXT MAY VARY IN SUBSTANCE BUT THE ESSENTIAL UNDERTAKING MUST BE MAINTAINED)

STANDBY LETTER OF CREDIT OR BANK GUARANTEE FORMAT SWIFT MT 760

-----------Swift Message Header---------

CLIENT INFORMATION SHEET

CLIENT’S CORPORATE INFORMATION

Company Name :
Registration Number :
Date of Registration :
Domicile /Jurisdiction :
Postal Address :
Registration Address :
Physical Address :
Business Telephone Number :
Business Facsimile Number :
E-mail Address :

DETAILS OF SIGNATORY TO SIGN CONTRACT (INDIVIDUAL)

Name – Middle & Last Name :

Date and Place of Birth :
Nationality :
Passport Number :
Date of Issue of the Passport :
Expiry Date of the Passport :
Title in the Corporation :

SELLER’s initials: Page 9 of 21 BUYER’s initials:

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 TRANSACTION CODE:

:
E-mail Address :

BANKING INFORMATION:

BANK NAME :
BANK ADDRESS :
SWIFT CODE
ACCOUNT NUMBER :
ACCOUNT NAME :
ACCOUNT SIGNATORY NAME :
BANK OFFICER NAME :
BANK TELEPHONE NUMBER :
BANK FAX NUMBER :
BANK OFFICER’S E-MAIL :

MAIN BUSINESS

______________________________________________________

CASH FUNDS AVAILABLE / NEEDED FOR THIS TRANSACTION

ACCOUNT CASH MINIMUM BALANCE FOR POF/MT799:

CURRENCY:

ORIGIN OF FUNDS:

ARE THESE FUNDS FREE AND CLEAR OF ALL LIENS,

ENCUMBRANCES AND THIRD PARTY INTERESTS:

SELLER’s initials: Page 10 of 21 BUYER’s initials:

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BANK READINESS ISSUES

1. DO YOU HAVE THE CASH FUNDS OF MINIMUM OF IN THE POF ISSSUING ACCOUNT?:
2. IF YES, HAVE YOU DISCUSSED THIS TRANSACTION AGREEMENT PROCEDURE WITH YOUR BANKERS, AND
ARE THEY WILLING TO ISSUE THE PROOF OF FUNDS VIA MT799 TO OUR RECEIVING ACCOUNT UPON
YOUR FIRST WRITTEN REQUEST TO THEM WITH VIOLATING THE RULES OF THIS AGREEMENT BY
REQUESTING FOR ANY FORM OF RWA ( MT999/MT199) WHICH CONTITUTES A BREACH OF THE SIGNED
AGREEEMENT BY BOTH PARTIES? BANK WILL ADVICE TO YOUR BANK.

I,...., HEREBY SWEAR UNDER PENALTY OF PERJURY, THAT THE INFORMATION PROVIDED HEREIN IS ACCURATE
AND TRUE AS OF THIS DATE:

FOR AND BEHALF OF BUYER:

_____________________________________
NAME:
TITLE:
PASSPORT NUMBER:
ISSUING DATE:
EXPIRY DATE:

RESOLUTION OF THE BOARD OF DIRECTORS

THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF ......................., HAVING IT’S ADDRESS AT
.................................................. (HEREINAFTER REFERRED TO AS THE “COMPANY”) HAVING A BOARD OF
DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON XX 2021, AT THE
COMPANY’S ABOVE REFERENCED ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN
THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT:

RESOLVED: THAT ............, HOLDER OF ......... PASSPORT NUMBER: .......... AND AUTHORIZED SIGNATORY FOR
AND ON BEHALF OF THE COMPANY, WAS FULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE AUTHORIZED
SIGNATORY 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.

THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN CONFORMITY WITH THE CHARTER, BY
LAWS AND ARTICLES OF INCORPORATION OF THE COMPANY, AND THAT THE FOREGOING RESOLUTION AND

SELLER’s initials: Page 11 of 21 BUYER’s initials:

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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 EMAIL 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 DATE: XX XX 2022

FOR AND BEHALF OF BUYER:

_____________________________________
NAME:
TITLE:
PASSPORT NUMBER: :
ISSUING DATE:
EXPIRY DATE:

NON SOLICITATION STATEMENT

I,............., AS ........., ACCOUNT SIGNATORY AND AUTHORIZED SIGNATORY OF ......................, DO HEREBY

CONFIRM THAT I HAVE REQUESTED OF YOU AND YOUR ORGANIZATION, SPECIFIC CONFIDENTIAL
INFORMATION AND DOCUMENTATION ON BEHALF OF OURSELVES REGARDING CURRENTLY AVAILABLE
PRIVATE FINANCIAL OPPORTUNITIES TO SERVE ONLY OUR INTEREST, EDUCATION, AND NOT FOR FURTHER
DISTRIBUTION.

I HEREBY AGREE THAT ALL INFORMATION RECEIVED FORM YOU IS IN DIRECT RESPONSE TO OUR REQUEST, AND
IS NOT IN ANY WAY CONSIDERED OR INTENDED TO BE A SOLICITATION OF ANY SORT, OR ANY TYPE OF
OFFERING, AND FOR OUR GENERAL KNOWLEDGE ONLY. I HEREBY AFFIRM UNDER PENALTY OF PERJURY, THAT I
HAVE REQUESTED THIS INFORMATION FROM YOU AND YOUR ORGANIZATION OF OUR CHOICE AND FREE WILL
AND FURTHER, AND THAT YOU HAVE NOT SOLICITED US IN ANY WAY.

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.

SELLER’s initials: Page 12 of 21 BUYER’s initials:

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THE FACSIMILE TRANSMISSION OF THIS DOCUMENT SHALL BE CONSIDERED A BINDING AND ENFORCEABLE
INSTRUMENT, TREATED AS ORIGINAL COPY. ORIGINAL MAY BE OBTAINED UPON REQUEST.

I,........., HEREBY SWEAR UNDER PENALTY OF PERJURY, THAT THE INFORMATION PROVIDED HEREIN IS
ACCURATE AND TRUE AS OF THIS DATE: XX,XX 2022

FOR AND BEHALF OF BUYER:

_____________________________________
NAME:
TITLE:
PASSPORT NUMBER:
ISSUING DATE:
EXPIRY DATE:

NON-CIRCUMVENTION AND NON-DISCLOSURE

ALL PARTIES DO HEREIN AGREE THAT THE NON-CIRCUMVENTION AND NON-DISCLOSURE RULES (NCND) OF ALL
ISSUES FROM THE ICC 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 SELLER 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.

IN WITNESS WHERE OF THE PARTIES EXECUTED THIS AGREEMENT AS OF THE DATE ABOVE WRITTEN.

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CONFIRMED AND SIGNED ON XX, XX 2022, FOR AND BEHALF OF BUYER (RECEIVER):
_____________________________________
NAME: : TITLE: DIRECTOR
PASSPORT NUMBER: :
NATIONALITY:
ISSUING DATE:
EXPIRY DATE:

CONFIRMED AND SIGNED ON XX, XX 2022, FOR AND ON BEHALF OF PROVIDER:

_____________________________________________________
Name:
Title:
Nationality:
Passport Number:
Date of Issuance:
Date of Expiration:

BUYER’S PASSPORT COPY

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BUYER‘S COMPANY CERTIFICATE

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PROVIDER’S PASSPORT COPY

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PROVIDER‘S COMPANY CERTIFICATE

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IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

BOTH SELLER AND BUYER AGREE THAT THE BUYER’S AGENT AND SELLER’S AGENT ARE ENTITLED TO 2% OF THE
BG FACE VALUE OF THE INSTRUMENT AS COMMISSION FEE.

THE COMMISSION FEES WILL BE RECEIVED BY BUYER’S AGENT AND SELLER’S ONLY AS SPECIFIED HERE 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 BUYER TO THE AGENTS OR
INTERMEDIARIES LISTED IN THIS IMFPA BY WIRE TRANSFER SIMULTANEOUSLY WITH THE BUYER’S PAYMENT
OF 38% OF THE FACE VALUE OF THE BG/SBLC AS PURCHASE FEE TO THE SELLER FOR THIS TRANSACTION OF THE
BG. 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:

1. EACH PARTY AGREES THAT THEY WILL NOT MAKE ANY CONTACT WITH, DEAL WITH OR BE INVOLVED WITH
INDIVIDUALS, TRADER AND INVESTOR INTRODUCED BY ANOTHER SIGNATORIES WITHOUT SPECIFIC
PERMISSION OF THE INTRODUCED SIGNATORY FOR THE INVESTOR.

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2. THE SIGNATORY AGREES TO KEEP CONFIDENTIAL THE IDENTITY OF AND ALL CONTACTS SO PROVIDED BY
ANY OTHER SIGNATORIES.

3. 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.

4. THIS AGREEMENT SHALL BE LEGALLY BINDING ON THE PARTIES HERETO, THEIR PRINCIPALS, EMPLOYEES,
REPRESENTATIVES, AGENTS AND ASSIGNS IN ALL COUNTRIES OF THE WORLD.

5. THE PARTIES HERETO AFFIRM THAT IN EVERY CASE THEY WILL ACT WITH THE HIGHEST STANDARDS OF
ETHICS AND HONESTY IN ALL THEIR DEALINGS.

6. 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 UNDERSTANDD 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 INTERMEDIARY REFERRED TO IN THIS FPA SHALL BE AS FOLLOWS:

BUYER’S ACCOUNT TO PAY 2% COMMISSION FEE TO CONSULTANTS

BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
BANK OFFICER

SELLER’S AND BUYER’S AGENTS ARE TO RECEIVE TOGETHER 2% OF THE FACE VALUE OF THE BG/SBLC
AS COMMISSION FEES.

PROVIDER’S AGENT BANK COORDINATE TO RECEIVE 1.00% AS CONSULTANCY FEE FOR THE FACE
VALUE OF EVERY SUCCESSFULLY DELIVERED BG TRANCHE - CLOSED
Paymaster Name/passport
Bank Name
Bank Address
BIC/SWIFT Code
Account Name
IBAN
Account Number
Sort Code
Banking Telephone Queries
Banking Contact
Reference

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Special Wire Instructions

Signature

Required Message THE S.W.I.F.T. OR CLEARSTREAM TEXT MESSAGE COVERING ALL

REMITTANCES SHALL CLEARLY STATE THE FOLLOWING: "THE FUNDS
HEREIN ARE CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS,
EARNED FROM COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND
NON-TERRORIST ORIGINS AND ARE FOR COMMERCIAL,
DEVELOPMENTAL AND INVESTMENT PURPOSE. SAID FUNDS ARE
PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEFICIARY’S
BANK”.

RECEIVER SIDE COMMISSION FOR 1% TO BE SHARED AS FOLLOWS:

CONSULTANT 1 BANK COORDINATE TO RECEIVE 0.5% AS CONSULTANCY FEE FOR THE FACE
VALUE OF EVERY SUCCESSFULLY DELIVERED BG/SBLC TRANCHE – OPEN

BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME

ACCOUNT NUMBER
BANK OFFICER
BANK OFFICER EMAIL
BANK TELEPHONE

CONSULTANT 2 BANK COORDINATE TO RECEIVE % AS CONSULTANCY FEE FOR THE FACE

VALUE OF EVERY SUCCESSFULLY DELIVERED BG/SBLC TRANCHE – CLOSED

BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
BANK OFFICER
BANK OFFICER EMAIL
BANK TELEPHONE

WE AGREE TO THE ABOVE IRREVOCABLE FEE PROTECTION AGREEMENT IN ITS ENTIRETY.

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IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED AS OF THE EFFECTIVE
DATE OF XX, 2021 BY THEIR DULY AUTHORIZED REPRESENTATIVES

IN WITNESS WHERE OF THE PARTIES EXECUTED THIS AGREEMENT AS OF THE DATE ABOVE WRITTEN.

CONFIRMED AND SIGNED ON XX, XX 2022, FOR AND BEHALF OF BUYER (RECEIVER):

_____________________________________
NAME:
TITLE: DIRECTOR
PASSPORT NUMBER: : NATIONALITY:
ISSUING DATE: :
EXPIRY DATE:

CONFIRMED AND SIGNED ON XX XX 2022, FOR AND ON BEHALF OF PROVIDER:

_____________________________________________________
Name:
Title:
Nationality:
Passport Number:
Date of Issuance:
Date of Expiration:

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