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PDEED 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 May
27, 2024 BY AND BETWEEN:

COMPANY NAME VENUPALON LDA

ADDRESS Rua 28 de Janeiro No. 350, 4400 - 335 Vila Nova de Gala Portugal
COMPANY REGISTRATION 514729562
REPRESENTED BY DR. JOSE JAVIER GARCIA ALEGRO
PASSPORT NUMBER PAB618541 SPAIN
TELEPHONE
E-MAIL CEO® VENUPALON.EU

HEREIN NAMED AS "PROVIDER/LESSOR", HEREBY CONFIRM, WITH FULL LEGAL RESPONSIBILITY, UNDER PENALTY OF
PERJURY OF LAW THAT WE ARE READY, WILLING AND ABLE TO DELIVER FOLLOWING BANK INSTRUMENT, UNDER THE
TERMS AND CONDITIONS DESCRIBED BELOW, BASED ON GOOD, CLEAN, CLEAR UNENCUMBERED FUNDS OF NON-
CRIMINAL ORIGIN;

AND

COMPANY NAME
ADDRESS
COMPANY REGISTRATION
REPRESENTED BY
PASSPORT NUMBER
TELEPHONE
E-MAIL

HEREIN NAMED AS "BENEFICIARY/LESSEE/RECEIVER", HEREBY CONFIRM, WITH FULL LEGAL RESPONSIBILITY, UNDER
PENALTY OF PERJURY OF LAW, THAT WE ARE READY, WILLING AND ABLE TO FUND AGAINST 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 BANK INSTRUMENT

1 INSTRUMENT STANDBY LETTER OF CREDIT (SBLC) CASH BACKED

2 TERM OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
3 ISSUING BANK HSBC BANK
4 AGE / CURRENCY ONE (1) YEAR AND ONE (1) DAY -FRESH CUT / EURO
5 LEASE FEE TEN PERCENT (10% OF LEASE) PLUS TWO PERCENT (2%)
6 INTERMEDIARY FEES 2% ON FACE VALUE (1% PROVIDER SIDE & 1% RECEIVER SIDE)
7 CONTRACT AMOUNT USD $150 MILLION ($150,,000,000.00) PLUS R&E
8 TRANCHES USD $150 MILLION ($150,000,000.00) ONE TRANCHE
9 DELIVERY DELIVERED BY ISSUING BANK, BANK PAYMENT UNDERTAKING (“BPU”) (EXHIBIT C) ISSUING
BANK TO ISSUE MT-760 PROVIDER TO SEND SWIFT COPIES OF THE MT-799 AND MT-760 TO THE
BENEFICIARY/LESSEE AS SOON AS THEY ARE SENT PAYMENT FOR THE SBLC TO BE REMITTED
WITHIN TEN (10) BANKING DAYS UPON VERIFICATION AND CONSOLIDATION OF THE MT-760.
HARD COPY TO FOLLOW BY BANK BONDED COURIER WITHIN TEN (10) BANKING DAYS AFTER
AUTHENTICATION OF PAYMENT
10 PAYMENT SWIFT MT103/202
11 HARD COPY BONDED COURIER WITHIN TEN BANKING DAYS.
12 PERIOD OF LEASE ONE YEAR AND ONE DAY (WITH POSSIBLE RENEWED ANNUALLY UP TO FIVE YEARS)

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 1 OF 19

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I DR. JOSE JAVIER GARCIA ALEGRO_______________________________________________________, C.E.O., HOLDER PASSPORT NUMBER

___PAB618541 SPAIN__________, ACCOUNT HOLDER AND AUTHORIZED SIGNATORY, HEREBY CONFIRM WITH FULL LEGAL
AND CORPORATE RESPONSIBILITY, THAT WE ARE READY, WILLING AND ABLE TO UNDERTAKE FOR THE EXCHANGE OF
THE HEREIN DESCRIBED SBLC DERIVED FROM LEGAL SOURCES AND OF NON-CRIMINAL ORIGIN THROUGH OUR BANKING
RESOURCES UNDER THE TERMS AND CONDITIONS STATED HEREIN, AGAINST GOOD, CLEAN, CLEAR FUNDS OF NON-
CRIMINAL ORIGIN.

WHEREAS, BENEFICIARY/LESSEE DESIRES TO RECEIVE A COLLATERAL FACILITY FROM PROVIDER, IN FORM OF SBLC FOR
THE PURPOSE TO SECURE WORKING CAPITAL AND PROPER MANAGEMENT OF HIS DAILY BUSINESS, AND FURTHER
CONFIRMS WITH FULL CORPORATE AND LEGAL RESPONSIBILITY THAT SUFFICIENT FUNDS ARE AVAILABLE TO COVER
THE COSTS OF THE SAID CREDIT FACILITY.
WHEREAS, PROVIDER ACCEPTS BENEFICIARY’S APPLICATION FOR THE COLLATERAL FACILITY, IN FORM OF SBLC BY
ISSUING AND TRANSFERRING TO THE BENEFICIARY ALL ITS RIGHTS ON SBLC TITLE AND ANY OTHER INTEREST, PLUS
FURTHER REPRESENTS AND WARRANTS THAT IT HAS THE ABILITY AND RESOURCE TO CAUSE THE ISSUANCE & ARRANGE
THROUGH ASSOCIATES, CONTRACTS AND SOURCES, WITH FULL CORPORATE RESPONSIBILITY, SUCH FINANCIAL
INSTRUMENT(S) AS REQUIRED AND AS PER TERMS MUTUALLY AGREED HEREIN. THE PROVIDER HEREBY DECLARES,
UNDER FULL PENALTY OF PERJURY, EACH SBLC WILL BE BACKED BY GOOD, CLEAN, CLEAR FUNDS OF NON-CRIMINAL
ORIGIN, FREE & CLEAR OF ALL LIENS, ENCUMBRANCES & ANY THIRD PARTY INTERESTS.

NOW THEREFORE, BENEFICIARY/LESSEE HAS AGREED TO RECEIVE INSTRUMENT(S) AND PROVIDER HAS AGREED TO
ISSUE/DELIVER SAID INSTRUMENTS BASED ON THE FOLLOWING TERMS AND CONDITIONS:

TRANSACTION PROCEDURE: LEASING

1. LESSEE SEND TO PROVIDER THIS DOA WITH ALL DOCUMENTS FOR DUE DILIGENCE AND COMPLIANCE (FULLY FILLED
OUT WITH ALL REQUIRED BANK DATA, SIGNED AND SEALED) AND WITHIN 3-5 BANKING DAYS PROVIDER CONFIRMS
CONPLIANCE AND DUE DILIGENCE TO RETURN THE CONFIRMED CONTRACT.

2. WITHIN FIVE (5) BANKING DAYS, ISSUE BANK IT WILL BEGIN THE COMMUNICATION VIA SECURE BANK E-MAIL OR
SWIFT MT199/799 (EXHIBIT A) TO DESIGNED BANK BY PROVIDER AND SEND COURTESY COPY SWIFT MESSAGE TO
PROVIDER WITHIN 24 BANKING HOURS.
Bank Name: _____HSBC LONDON.____________________ - SWIFT CODE: ____ HBUKGB4194R / 40-11-60
Bank Officer: _______________ (Chief Compliance Officer) : _____________________ - COURTESY COPY: @PROVIDER
ONCE RECEIVED AND VERIFIED DIRECT BANKING E-MAIL BY PROVIDER’S COMPLIANCE BANK, THIS DOA HEREBY
AUTOMATICALLY BECOMES A FULL RECOURSE COMMERCIAL CONTRACT.

3. WITHIN FIVE (5) BANKING DAYS, ISSUING BANK OF THE PROVIDER WILL ISSUE AN MT-799 PRE-ADVICE (EXHIBIT B)
CONFIRMING THAT THEY ARE READY, WILLING AND ABLE TO ISSUE AS PER THE FORMAT SET OUT IN EXHIBIT D.
PROVIDER SENDS COPY OF THE MT-799 PRE-ADVICE TO THE BENEFICIARY/LESSEE WITHIN 24 BANKING HOURS.

4. WITHIN FIVE (5) BANKING DAYS OF THE RECEIPT OF THE PROVIDER’S MT-799 PRE-ADVICE, THE RECEIVING BANK WILL
SEND BY SWIFT MT-799 THE BPU (EXHIBIT C) CONFIRMING RECEIPT AND ABILITY TO PAY THE TOTAL AMOUNT UP TO
12% (10% + 2%) OF THE TOTAL FACE THE INSTRUMENT WHICH WILL INCLUDE ALL CONSULTANCY FEES.

5. WITHIN FIVE (5) BANKING DAYS OF PROVIDER RECEIVING BPU FROM THE RECEIVING BANK, ISSUING BANK SHALL
ISSUE SWIFT MT-760 (EXHIBIT D) & PROVIDER WILL SIMULTANEOUSLY ISSUE ITS CORPORATE INVOICE FOR THE SAME.

6. THE RECEIVING BANK WILL RECEIVE, CONFIRM AND VERIFY THE SWIFT MT-760 SBLC. THE RECEIVER, WITHIN TEN (10)
BANKING DAYS OF MT760 RECEPTION, WILL REMIT PAYMENT TO THE PROVIDER’S DESIGNATED ACCOUNT(S) THE
ASSIGNEMENT FEES AND THE CONSULTANCY FESS TO THE INTERMEDIARIES’ DESIGNATED ACCOUNT(S).

7. SHOULD BENEFICIARY/LESSEE DEFAULT IN PAYING LEASE FEES AND TRANSACTION FEES AS STIPULATED IN THIS DOA
WITHIN STIPULATED TIME AFTER RECEIPT OF SWIFT MT-760, PROVIDER SHALL INSTRUCT ISSUING BANK TO PUT A
CLAIM ON SBLC THEREBY FORCING RECEIVING BANK TO RETURN THE SWIFT MT-760 SBLC TO THE ISSUING BANK.

8. WITHIN TEN (10) BANKING DAYS AFTER RECEIPT OF ALL FEES INCLUDING THE CONSULTANCY FEES, THE HARD COPY
OF THE SBLC WILL BE SENT TO RECEIVING BANK BY BANK-BONDED COURIER.

9. UPON SUCCESSFUL COMPLETION FIRST TRANCHE, AS MUTUALLY AGREED BY BOTH PARTIES, BEGINNING WITH
PROCEDURE NEXT TRANCHES; PROVIDER WILL ISSUE SWIFT MT760 IN FAVOR OF BENEFICIARY ACCORDING THIS DOA.

10. THIS DOA IS A FULL RECOURSE COMMERCIAL COMMITMENT GOVERNED BY THE LAW OF THE UNITED KINGDOM AND
STANDARDS UNDER ICC REGULATION.

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 2 OF 19

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SANCTIONS (NON-PERFORMANCE)
AFTER THIS CONTRACT IS SIGNED BY BOTH PROVIDER AND BENEFICIARY/LESSEE, AND COPIES EXCHANGED
ELECTRONICALLY OR OTHERWISE BY A DELIVERY SERVICE, FAILURE TO FOLLOW THE CLOSING PROCEDURE 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 (NON-PERFORMANCE) FEE OF 2% OF THE CONTRACT VALUE TO THE PRINCIPAL SUFFERING
PARTY.

UNAUTHORIZED BANK COMMUNICATION

NEITHER PARTY IS ALLOWED TO CONTACT THE BANK OF THE OTHER PARTY WITHOUT THE AUTHORIZATION OF THE
PARTY WHOSE BANK IS TO BE CONTACTED. ANY UNAUTHORIZED CALLS BY ANY PARTY OR ITS REPRESENTATIVE
AGENTS/BROKERS/LAWYERS TO PROBES OR COMMUNICATION IN AN IMPROPER WAY(S) INDICATIVE OF DIRECT OR
INDIRECT SOLICITATION TO BANK(S) IN THIS TRANSACTION SHALL BE PROHIBITED AND RESULT TO CONTRACT
TERMINATED. NOTICE: THIS IS A PRIVATE TRANSACTION BETWEEN 2 ENTITIES & IS NOT TO BE CONSTRUED AS AN OFFER
OF FUNDS OR A SALE/LEASE OF SECURITIES AS DEFINED IN THE US SECURITIES ACT OF 1933/34

RECEIVER/LESSEE OBLIGATION:
BENEFICIARY/LESSEE, WITH FULL CORPORATE AND LEGAL RESPONSIBILITIES, AND UNDER PENALTY OF PERJURY,
CONFIRMS THAT HE IS FULLY AWARE OF HIS FINANCIAL ABILITY AND FACILITIES WITH HIS BANK WHEN SIGNING THIS
LOI AND/OR OTHER AGREEMENTS AND DOCUMENTS WITH THE PROVIDER. BENEFICIARY/LESSEE FURTHER CONFIRMS
THAT THE PROVIDER 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 RECEIVER IS IN BREACH OF THE CONTRACT AND LIABLE FOR LEGAL CONSEQUENCES.

PROVIDER OBLIGATION:
BENEFICIARY/LESSEE WITH FULL CORPORATE AND LEGAL RESPONSIBILITIES, AND UNDER PENALTY OF PERJURY,
CONFIRMS THAT PROVIDER IS FULLY AWARE OF THE COMMITMENT OF THE INSTRUMENTS WHEN COUNTERSIGNING
THIS LOI. THE PROVIDER FURTHER CONFIRMS TO DELIVER THE INSTRUMENTS, TO NEGOTIATE AND MAKE PROPER
ARRANGEMENT WITH PROVIDER TO CONTINUOUSLY SUPPLY THE INSTRUMENTS UNTIL THE WHOLE CONTRACTED
VOLUME IS EXHAUSTED. WITHOUT EXPRESSED WRITTEN PERMISSION, NEITHER PARTY SHALL CONTACT BANK OF THE
OTHER PARTY. BOTH PARTIES MAY CHANGE BANKING COORDINATES WITH WRITTEN NOTICE TO OTHER PARTY.

NON-SOLICITATION
BENEFICIARY/LESSEE HEREBY CONFIRMS AND DECLARES THAT PROVIDER, ITS ASSOCIATES OR REPRESENTATIVES OR
ANY PERSON OR PERSONS ON ITS BEHALF HAS/HAVE NEVER EVER SOLICITED STANDBY LETTER OF CREDIT., 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 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 AGREEMENT CONTAINS THE ENTIRE AGREEMENT & UNDERSTANDING CONCERNING SUBJECT MATTER HEREOF &
SUPERSEDES & 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 ENTITLES TO RECOVER
REASONABLY ATTORNEY FEES AND COSTS. ALL ELECTRONIC SIGNATURES (FAX/EMAIL), INCLUDING THOSE IN
COUNTER-PART, IN REGARD TO THIS CONTRACT SHALL BE ACCEPTED AS ORIGINAL SIGNATURES. THE PARTIES AGREE
THAT THIS AGREEMENT IS ENTERED INTO VOLUNTARILY, BY MUTUAL CONSENT AND NOT UNDER STRESS.

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 3 OF 19

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IN WITNESS WHEREOF, THE PARTIES ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT HAVING
SET THEIR HANDS AND SEALS AND INITIAL ON EACH PAGE OF THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN

BENEFICIARY OF BANK INSTRUMENTS : SPECIAL INSTRUCTIONS BENEFICIARY OF THE SBLC WILL BE ISSUED WITH
STANDARD FORMAT ICC ISP' 600/758.

BANKING INFORMATION

PROVIDER’S BANKING COORDINATES TO ISSUE MT799 & MT760 SBLC

BANK NAME HSBC

BANK ADDRESS 60 QUEEN VICTORIA DRIVE ECAN 4AR UNITED KINGDOM
ACCOUNT NAME VENUPALON LDA
ACCOUNT NO. / IBAN GB16HBUK40116071096354
SWIFT CODE HBUKGB4194R 40-11-12
BANK OFFICER / E-MAIL
BANK PHONE / FAX

PROVIDER’S BANKING COORDINATES FOR RECEIVING PAYMENT 10 % OF FACE VALUE :

BANK NAME
BANK ADDRESS
ACCOUNT NAME
SWIFT CODE
ACCOUNT NO. / IBAN
BANK OFFICER / E-MAIL
BANK PHONE / FAX

LESSEE’S BANKING COORDINATES TO SEND RWA, FOR ISSUE AND SEND SWIFT MT799 UNCONDITIONAL BANK
PAYMENT UNDERTAKING & FOR TO RECEIVE MT760 SBLC AND TO PAYMENT OF 12% ON FACE VALUE

BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NO. / IBAN
SWIFT CODE
ACCOUNT SIGNATORY
BANK OFFICER / E-MAIL
BANK PHONE / 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 PARTY ATTEMPTING TO DO SO WILL LEAD TO
CANCELLATION OF THIS TRANSACTION/AGREEMENT.

ASSIGNMENT
NEITHER PARTY MAY ASSIGN OR DELEGATE ITS INTEREST OR DUTIES WITHOUT PRIOR WRITTEN CONSENT OF THE
OTHER PARTY.

SEVERABILITY
IN THE EVENT THAT ONE OF THE ARTICLES OR ADDENDUM OF THIS AGREEMENT IS CONSIDERED VOID AND

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 4 OF 19

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ENFORCEABLE, THE WHOLE AGREEMENT IS CONSIDERED ENFORCEABLE AND CEASES TO EXIST. THE PARTIES SHALL IN
GOOD FAITH NEGOTIATE WITH ANY POSSIBLE CORRECTION TO THE ABOVE EVEN IN ORDER TO PREVENT THE
DISSOLUTION OF THE ENTIRE AGREEMENT.

AGREEMENT EXECUTION
EACH PARTY TO THIS AGREEMENT REPRESENT THAT IT HAS FULL LEGAL AUTHORITY TO EXECUTE THIS AGREEMENT
AND THAT EACH PARTY AGREES TO BE BOUND BY TERMS AND CONDITIONS SET FORTH HEREIN EACH PARTY AGREES
THAT THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY BY AND BETWEEN PARTIES VIA EMAIL OR FACSIMILE
TRANSMISSION WHICH SHOULD BE DEEMED AS ORIGINAL. ALL STATEMENTS MADE BY EITHER PARTY ARE UNDER
PENALTY OF PERJURY.

FOR AND ON BEHALF OF PROVIDER : FOR AND ON BEHALF OF BENEFICIARY/LESSEE:

NAME : PROVIDER NAME NAME :

TITLE : Chief Executive Officer TITLE :
PASSPORT NO. : PASSPORT # :
ISSUE DATE : 14 OCTOBER 2015 ISSUE DATE :
EXPIRY DATE : 14 OCTOBER 2025 EXPIRY DATE :
NATIONALITY : NATIONALITY :

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT
OF ANY PROVISIONS OF THIS CONTRACT. AS APPLICABLE, THIS AGREEMENT SHALL BE:-

INCORPORATE U.S. PUBLIC LAW 106-229, ‘‘ELECTRONIC SIGNATURES IN GLOBAL & NATIONAL COMMERCE
ACT’’ OR SUCH OTHER APPLICABLE LAW CONFORMING TO THE UNCITRAL MODEL LAW ON ELECTRONIC
SIGNATURES (2001)

ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED
NATIONS CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).

EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC, AS

APPLICABLE. EITHER PARTY MAY REQUEST HARD COPY OF ANY DOCUMENT THAT HAS BEEN PREVIOUSLY
TRANSMITTED BY ELECTRONIC MEANS PROVIDED HOWEVER, THAT ANY SUCH REQUEST SHALL IN NO
MANNER DELAY THE PARTIES FROM PERFORMING THEIR RESPECTIVE OBLIGATIONS AND DUTIES UNDER
EDT INSTRUMENTS.

NEXT PAGES EXHIBITS AND ANNEXES

“EXHIBIT A”

BANK’S RWA ON BANK LETTERHEAD

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 5 OF 19

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To: BENEFICIARY COMPANY NAME

XXXXXXXXXXXXXXX
XXXXXXXXXXXXXXX
XXXXXXXXXXXXXXX

ATTENTION: XXXXXXXXXXXXXXX

In accordance with instructions received, we (___ RECEIVING BANK NAME ___) located at
(_______________ FULL BANKING ADDRESS ______________) on behalf of our client (___
BENEFICIARY COMPANY NAME ___), with account number ___________, whose representative
and signatory is Mr. _____________________, hereby irrevocably confirm that he has a Credit
Line/ Credit Facilities with us.

We are ready willing and able to utilize your issued SBLC using SWIFT System delivery protocol
in the amount of € 000,000,000.00 ( _________________ HUNDRED MILLION EURO) against
your credit facilitate. We further confirm that the said cost of issuance of the SBLC using the
agreed delivery protocol will be paid within Three (3) banking days.

The funds to be transferred / wired are good, clean and cleared funds of non-criminal origin from
a legal source.

For and on behalf of (___ RECEIVING BANK NAME & FULL BANK ADDRESS ___)

-----------------------
1.BANK OFFICER NAME:
TITLE: (BANK SEAL)
ID PIN:
PHONE NUMBER:
BANKING EMAIL:

-----------------------
2.BANK OFFICER NAME:
TITLE: (BANK SEAL)
ID PIN:
PHONE NUMBER:
BANKING EMAIL:

“EXHIBIT B”

FORMAT OF THE PROVIDER’S PRE-ADVICE VIA MT-799

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐SWIFT MESSAGE TEXT‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐-----------------------

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 6 OF 19

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SUBJECT: CASH-BACKED SBLC UNDER ICC FORMAT 600

AMOUNT:
BENEFICIARY:
TRANSACTION CODE:

WE XXXX(ISSUING BANK AND ADDRESS)----------, ON BEHALF OF OUR CLIENT, HEREBY CONFIRM WITH FULL
BANKING RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER ONE (1) YEAR AND ONE DAY STANDBY
LETTER OF CREDIT (SBLC) CASH BACKED ICC 600 FORMAT IN THE AMOUNT OF XX(€X,000,000,000.00) LAWFUL
CURRENCY OF THE EUROPEAN UNION IN FAVOR OF YOUR CLIENT INVESTMENT DEVELOPMENT LIMITED,
ACCOUNT NUMBER:_______________. MATURITY: (ONE YEAR AND ONE DAY) VIA SWIFT MT-760. THIS SWIFT MESSAGE
IS VERIFIABLE ON NORMAL BANK-TO-BANK BASIS WITH FULL BANKING RESPONSIBILITY. WE FURTHER CONFIRM
THAT THE SBLC IS CASH-BACKED AND IS TRANSFERABLE AND UNCONDITIONALLY CALLABLE UPON MATURITY. WE
ALSO CONFIRMED THAT THE SOURCE OF FUNDS IS DERIVING FROM LEGITIMATE SOURCE AND WE HAVE DONE OUR
INTERNAL DUE DILIGENCES ACCORDANCE TO MONEY LAUNDERING ACT. THIS FUND IS CLEAN AND CLEAR FROM
ANY CRIMINAL SOURCE. PLEASE CONFIRM YOU ARE READY TO RECEIVE AND FUND THIS BANK INSTRUMENT AS PER
AGREEMENT WITH OUR CUSTOMER ADVISE US THAT YOUR CLIENT HAS FULLY APPRISED YOU OF THE
ARRANGEMENT. THERE WILL BE NO LIENS AND ENCUMBRANCES ON THIS INSTRUMENT WHICH SHALL BE
DELIVERED AND AVAILED VIA MT760 AND EXACT SBLC SHALL BE AS BELOW:

---------------------------------------QUOTE----------------------------------

WE, -------------(ISSUING BANK AND ADDRESS)----------, AT THE REQUEST OF THE ABOVE REFERENCED CLIENT,
HEREBY ESTABLISH OUR IRREVOCABLE AND TRANSFERABLE STANDBY LETTER OF CREDIT IN FAVOR OF
SECOND PARTY xxxxxxxxxxxxxxxx, IN THE AMOUNT OF XX (€XX,000,000,000.00) LAWFUL CURRENCY OF THE
EUROPEAN UNION AVAILABLE BY DRAFT UPON PRESENTATION TO US OF THE ORIGINAL OF THIS LETTER OF
CREDIT AT OUR COUNTERS ON MATURITY, BUT NOT LATER THAN FIFTEEN (15) DAYS AFTER THE MATURITY
DATE.SUCH DRAFT, UNDER THIS LETTER OF CREDIT MUST BE MARKED ON ITS FACE “DRAWN UNDER (ISSUING
BANK & ADDRESS), STANDBY LETTER OF CREDIT NUMBER [XXXXXXXXXXX], DATED XX/XX/2017”.

WE HEREBY AGREE WITH THE DRAWER, ENDORSER AND/OR BONA FIDE HOLDER OF THE DRAFT DRAWN
UNDER, AND IN COMPLIANCE WITH, TERMS OF THE LETTER OF CREDIT, SUCH THAT DRAFT WILL BE DULY
HONORED, AT ANY OF OUR COUNTERS WORLDWIDE, UPON PRESENTATION TO THE DRAWER HEREOF.

SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND CLEAR OF ANY DEDUCTIONS, OR CHARGES, FEES OR
WITHHOLDING OF ANY NATURE, NOW OR HEREINAFTER IMPOSED, LEVIED, COLLECTED, WITH-HELD OR
ASSESSED BY THE GOVERNMENT OF UNITED KINGDOM OR ANY POLITICAL SUBDIVISION OR AUTHORITY
THEREOF OR THEREIN.
THIS LETTER OF CREDIT IS IRREVOCABLE AND TRANSFERABLE AND IS DRAWN IN ACCORDANCE WITH, AND IS
SUBJECT THE “UNIFORM CUSTOMS AND PRACTICES FOR LETTER OF CREDIT” TO UCP (2007 REVISION) ICC
PUBLICATION NO. 600 (UCP 600) AND SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF UNITED KINGDOM. THIS IS AN OPERATIVE INSTRUMENT.

FOR AND ON BEHALF OF ( _______________ BANK NAME & FULL ADDRESS _________________ )
------------------------------------------------------------------------------
This pre-advise is valid for seven (7) international banking days only as an operative instrument, no mail confirmation
will follow. All charges are for the account of applicant.

BANK OFFICER: BANK OFFICER:

TITLE; PIN CODE TITLE; PIN CODE
“EXHIBIT C”

FORMAT OF MT-799 BANK PAYMENT UNDERTAKING

TO BE COMPLETED BY BANK BEFORE SWIFT

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 7 OF 19

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SWIFT INPUT : MT-799 IRREVOCABLE PAYMENT UNDERTAKING

SENDER :
BANK NAME :
BANK ADDRESS :
BANK OFFICER :
BANKER TEL :
BANKER FAX :
SWIFT CODE :
ACCOUNT NAME :
ACCOUNT NO :
LESSEE :
MR. :
BANK OFFICER :
TELEPHONE NO. :
FOR CREDIT TO ACCOUNT NO : xxxxxxxxxx
FOR THE BENEFIT OF : Xxxxxxxxxx

WE, XXX BANK UNDERTAKE UNDER FULL BANKING RESPONSIBILITY THAT WE ARE READY, WILLING AND ABLE
TO RECEIVE AND ACCEPT THIS STANDBY LETTER OF CREDIT INSTRUMENT AND TO FUND THE AMOUNT OF
XXX HUNDRED MILLION EUROS (XXX, 000,000) TO YOUR CLIENT, XXXXX, ACCOUNT NUMBER XXXXXXXX FOR
TRANSFER AND CREDIT TO XXXXXXX ACCOUNT NO. XXXXXXXX UPON OUR RECEIPT OF THE CONTRACTED
STANDBYLETTER OF CREDIT IN THE FACE AMOUNT OF EUROS XXXXXX MILLION (€XXX, 000,000) VIA SWIFT
MT-760.

WE CONFIRM THAT PAYMENT FOR THE STANDBY LETTER OF CREDIT WILL BE BY WIRE TRANSFER SWIFT MT-
103/202 WITHIN TEN (10) BANKING DAYS AFTER RECEPTION OF SWIFT MT-760

FOR AND ON BEHALF OF:

xxx ISSUING BANK
xxx ISSUING BANK ADDRESS

BANK OFFICER 1 BANK OFFICER 2

TITLE (PIN) TITLE (PIN)

“EXHIBIT D”

BG/SBLC Format via SWIFT MT-760

Start Transmission-----------------------------------------------------------------------------------------------
Date: XX.XX.17 Reprint From Local Swift acks ____________________________
MTT Tome: XX: XX:XX GMT +0
SRC RTE: ______________

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 8 OF 19

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DTN RTE: ______________

MSG TYPE: 760
----------------------------INSTANCE TYPE AND TRANSMISSION-----------------------------
Notification (TRANSMISSION) : OF ORIGINAL SENT TO SWIFT/FAX/TELEX (ACK)
Network Delivery Status : NETWORK ACK
Priority : URGENT
Correspondent Input Reference : ________________________________________
Correspondent Output Reference : ________________________________________
Swift Input : MT 760 STANDBY LETTER OF CREDIT (SBLC)
Sender :
Receiver :
----------------------------------------NARRATIVE--------------------------------------
F27 : Sequence of Total
X/X
F20 : Transaction Reference Number
X___________________________
F30 : Issue Date
XX/XX/17
Maturity Date
XX/XX/18
F40C : Applicable Rules
URDG.
F77C : Details of Standby Letter of Credit (SBLC)
SBLC NO: ________________
APPLICANT: _________________
BENEFICIARY: ___________________
ADVIRTISING BANK: ______________________
CURRENCY: EURO (€)
FACE AMOUNT: _________________________________
LATEST DATE FOR CLAIMS: “EXPIRY DATE” ONE (1) YEAR ONE (1) DAY FROM DATE OF ISSUE
Sender’s Reference
50A: account with Institution
*** BANK NAME:
*** BANK ADDRESS:
*** ORDERING CUSTOMER: ___________________________________
*** ACCOUNT/IBAN NUMBER: ________________________________
*** SWIFT CODE:

F57 Receiver BIC:

*** BANK NAME: ____________________
*** BANK ADDRESS: ______________________________________
*** ACCOUNT/IBAN NO: ________________
*** ACCOUNT NAME: ___________________
*** BANK OFFICER: ____________________
*** SWIFT CODE: ________________

F79 : NARRATIVE DESCRIPTION OF ORIGINAL MESSAGE

IRREVOCABLE STANDBY LETTER OF CREDIT NO: _____________________

BY ORDER AND FOR ACCOUNT OF __ ORDERING CUSTOMER__, WE HEREBY ESTABLISH OUR IRREVOCABLE,
TRANSFERABLE, CALLABLE, ASSIGNABLE, DIVISIBLE STANDBY LETTER OF CREDIT NO: ___________________ IN
YOUR FAVOR UP TO AN AGGREGRATE PRINCIPAL AMOUNT OF _______________ EURO ONLY (EURO
XX0.000.000,00)

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 9 OF 19

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THIS STANDBY LETTER OF CREDIT IS PAYABLE AGAIANST YOUR SIGHT DRAFT DRAWN ON US FOR THIS
AMOUNT UP TO _______________ EURO ONLY (EURO XX0.000.000,00) AND MARKED WITH THE CLAUSE
“DRAWN UNDER HSBC IRREVOCABLE STANDY LETTER OF CREDIT NO: _____________________ DATED XXTH
______ 2017 SIGNED BY THE BENEFICIARY WORLD TEAM CAPITAL PARTNERS LIMITED ACCOUNT NUMBER
_________________________

THIS CERTIFICATE SHALL BE FINAL AND CONCLUSIVE.

THIS STANDBY LETTER OF CREDIT IS EFFECTIVE FROM XXTH ________ 2018 AND EXPIRES IN XXST _____ 2019
AND ALL DRAWINGS UNDER THIS STANDBY LETTER OF CREDIT MUST BE PRESENTED TO US BEFORE THE
EXPIRY DATE.

WE HEREBY AGREE THAT ALL DRAFTS DRAWN ON US AND PRESENTED IN CONFORMITY WITH THE TERMS
OF THIS STANDBY LETTER OF CREDIT SHALL BE DULY HONORED BY US AND WE SHALL REMIT THE
PAYMENT UPON RECEIPT OF DOCUMENTS COMPLYING WITH THE CREDIT TERM AND CONDITIONS.
REIMBURSEMENT UNDER THIS STANDBY LETTER OF CREDIT IS SUBJECT TO ICC 600.

THIS STANDY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICES FOR
DOCUMENTARY CREDITS, 2007 REVISION, AND INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION
NO. 600 AND SHALL BE GOVERNED AND CONSTRUED IN ACCEPTANCE WITH THE ENGLISH LAWS IN THE
EVENT OF ANY INCONSITIANCY, THE ENGLISH LAW OF THE UNITED KINGDOM PREVAIL, IN ACCEPTING
THIS STANDBY LETTER OF CREDIT, YOU HEREBY IRREVOCABLY AGREE TO SUBMIT TO THE NON-
EXCLUSIVE JURISDICTION OF THE COURT OF LONDON, UNITED KINGDOM. THIS IS AN OPERATIVE
INSTRUMENT AND NO MAIL OR HARD COPY WILL FOLLOW.

FOR AND ON BEHALF OF

AUTHORIZED OFFICER (1) : _________________ (___________) ______________________________

AUTHORIZED OFFICER (2) : _________________ (___________) ______________________________

IRREVOCABLE CORPORATE PROTECTION AGREEMENT

TO: BOTH PARTIES’ CONSULTANTS DATE: May 27, 2024

DESCRIPTION OF THE BANK INSTRUMENT

1 INSTRUMENT STANDBY LETTER OF CREDIT (SBLC) CASH BACKED
2 TERM OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
3 ISSUING BANK HSBC BANK
4 AGE / CURRENCY ONE (1) YEAR AND ONE (1) DAY -FRESH CUT / EURO
5 PRICE TEN PERCENT (10% OF LEASE) PLUS TWO PERCENT (2%)
6 INTERMEDIARY FEES 2% ON FACE VALUE (1% PROVIDER SIDE & 1% RECEIVER SIDE)

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 10 OF 19

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7 CONTRACT AMOUNT ONE HUNDREDAND FIFTY MILLION DOLLARS ($ 150,000,000.00) PLUS R&E
8 TRANCHES ONE HUNDREDAND FIFTY MILLION DOLLARS ($ 150,000,000.00) ONE TRANCHE
9 DELIVERY DELIVERED BY ISSUING BANK, BANK PAYMENT UNDERTAKING (“BPU”) (EXHIBIT C) ISSUING BANK TO ISSUE MT-
760 PROVIDER TO SEND SWIFT COPIES OF THE MT-799 AND MT-760 TO THE BENEFICIARY/LESSEE AS SOON AS
THEY ARE SENT PAYMENT FOR THE BG/SBLC TO BE REMITTED WITHIN TEN (10) BANKING DAYS UPON
VERIFICATION OF THE MT-760. HARD COPY TO FOLLOW BY BANK BONDED COURIER WITHIN TEN (10) BANKING
DAYS AFTER AUTHENTICATION OF PAYMENT
10 PAYMENT SWIFT MT103/202
11 HARD COPY BONDED COURIER WITHIN TEN BANKING DAYS.
12 PERIOD OF LEASE ONE YEAR AND ONE DAY (WITH POSSIBLE RENEWED ANNUALLY UP TO FIVE YEARS)

WE, ____________________________________________ (AS BENEFICIARY/LESSEE, HEREINAFTER AS “PAYER”), REPRESENTED BY PRESIDENT &

AUTHORIZED SIGNATORY MR. _________________________, HOLDER____________________ PASSPORT NO: __________________, WITH OFFICE ADDRESS
AT ________________________________________________________________________________________________________, DO HEREBY IRREVOCABLY GUARANTEE
WITH FULL PERSONAL AND CORPORATE RESPONSIBILITY AND AUTHORITY, UNDER PENALTY OF APPLICABLE PERJURY LAWS, AGREE
TO ACT AS PAYER TO PAY THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT WITH AN IRREVOCABLE CORPORATE PAYMENT
ORDER WHICH IS AN INTEGRAL PART OF ABOVE CODED AGREEMENT IN THE TOTAL AMOUNT OF TWO PERCENT (2%) OF THE TOTAL
FACE VALUE OF THE BANK INSTRUMENT. TOTAL TWO PERCENT (2%) COMMISSION FEES, ONE PERCENT (1%) FOR THE PARTY A SIDE
AND ONE PERCENT (1%) FOR THE PARTY B SIDE, WHICH SHALL BE PAID INTO THE BELOW BANK ACCOUNT/S OF BOTH PARTIES’
BENEFICIRIES FOR DISTRIBUTION AND WHICH SHALL INCLUDE ALL ROLLS AND EXTENSIONS.

PROVIDER’S SIDE: TOTAL ONE PERCENT (1%) TOTAL CONTRACT VALUE WITH R&E WILL BE PAID TO PAYMASTER:
BANK NAME
BANK ADDRESS
ACCOUNT NO. / IBAN
ACCOUNT NAME
SWIFT CODE
BANK OFFICER / EMAIL
BANK PHONE / FAX

LESSEE’S SIDE : TOTAL ONE PERCENT (1%) TOTAL CONTRACT VALUE WITH R&E WILL BE PAID TO PAYMASTER:
BANK NAME JP MORGAN CHASE
BANK ADDRESS 383 MADISON AVENUE, NEW YORK, NY10017
SWIFT CODE CHASUS33
ACCOUNT NAME JOHN OTITO
ACCOUNT NUMBER 388125756
SORT CODE 111000614
BANK OFFICER
BANK PHONE
BANK OFFICER EMAIL

THIS AGREEMENT/IRREVOCABLE CORPORATE PAYMENT ORDER AND THE PAYMENT OF COMMISSIONS HEREIN ARE SUBJECT TO THE
INTERNATIONAL CHAMBER OF COMMERCE “ICC” AND THE ICC ARBITRATION ACT AS ADOPTED BY THE ICC OFFICE IN HONG KONG,
BY THREE ARBITRARY APPOINTEES IN ACCORDANCE WITH ICC RULES. ALL NC/ND CLAUSES AS PRESCRIBED BY ICC RULES (LATEST
EDITION) SHALL APPLY TO THIS AGREEMENT AND PAYMENT ORDER. THIS AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT
ORDER IS IRREVOCABLE, DIVISIBLE, AND UNCONDITIONAL, AND MAY BE ASSIGNED ONLY BY THE BENEFICIARIES NAMED HEREIN.
THIS AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH
ONE SHALL BE DEEMED AN ORIGINAL AND ALL TOGETHER SHALL CONSTITUTE ONE AND THE SAME DOCUMENT.

A SIGNED FAX OR ELECTRONICALLY TRANSMITTED COPY OF THIS DOCUMENT SHALL BE DEEMED BINDING ON THE “PARTIES” WITH
THE FORCE AS THE SIGNED ORIGINAL. THE AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER IS VALID WHEN
COMMENCEMENT OF THE ABOVE-REFERENCED TRANSACTION TAKES PLACE AND SHALL REMAIN VALID AND ENFORCEABLE FOR
THE FULL TERMS OF THE TRANSACTION, INCLUDING ANY NEW AGREEMENT BETWEEN THE PARTIES AND/OR THEIR ASSIGNS.

BENEFICIARIES RESERVE RIGHT TO CHANGE BANK COORDINATES STATED HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST
TO THE PARTY B/PAYER. UPON EXECUTION OF THE AGREEMENT AND THE FINAL AGREEMENT AND PRIOR TO, OR SIMULTANEOUSLY
WITH THE FIRST TRANSACTION, WE GUARANTEE THAT THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT & IRREVOCABLE
CORPORATE PAYMENT ORDER WILL BE LODGED WITH THE PARTY B/PAYER’S BANK. PARTY B/PAYER’S BANK SHALL PROVIDE THE
BENEFICIARIES, BY E-MAILS WITH COPIES OF THE SWIFT RELATED TO ALL PAYMENT INSTRUCTIONS UPON THE CLOSING OF EACH
AND EVERY TRANSACTION OF THE ABOVE TRANSACTION.

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PARTY B / PAYER’S PAYING BANK DETAILS:

BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NO. / IBAN
ACCOUNT SIGNATORY
SWIFT CODE
BANK OFFICER / E-MAIL
BANK PHONE / FAX

IN THE EVENT THAT THE TRANSACTION WAS NOT PERFORMED OR ONLY PERFORMED IN PART, THE PAYMASTERS / BENEFICIARIES
LISTED ABOVE SHALL NOT HOLD THE UNDERSIGNED PAYER RESPONSIBLE FOR ANY EXPENSES, CHARGES AND/OR COST, OR HOLD
THE PAYER LIABLE FOR ANY CIVIL AND CRIMINAL ACTIONS. THE UNPERFORMED PART OF THIS IRREVOCABLE MASTER FEE
PROTECTION AGREEMENT WILL THEREFORE AUTOMATICALLY BECOME NULL AND VOID. 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
LEASING AGREEMENT IDENTIFIED WITH TRANSACTION CODE: ______________________________________, AS SOON AS THE CONTRACT BECOMES
VALID AND SIGNED. IF NO TRANSACTION IS COMPLETED UNDER AFORESAID TRANSACTION, PROVIDER, 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. WE AGREE TO THE ABOVE IRREVOCABLE FEE PROTECTION AGREEMENT IN ITS ENTIRETY

CONFIRMED AND SIGNED ON DAY MAY 27, 2024,

FOR AND ON BEHALF OF LESSEE/PAYOR:

______________________________________________________________________
NAME : MR.
TITLE :
NATIONALITY :
PASSPORT :
ISSUE DATE :
EXPIRY DATE :
CLIEN’T INFORMATION SHEET
IN ACCORDANCE WITH ARTICLES TWO (2) THROUGH FIVE (5) OF THE DUE DILIGENCE CONVENTION AND THE FEDERAL BAKING COMMISSION CIRCULAR OF
DECEMBER 1998, CONCERNING THE PRVENTION OF MONEYLAUNDERING, AND ARTICLE 350 OF THE SWISS CRIMINAL CODE, THE FOLLOWING
INFORMATION MAY BE SUPPLIED TO BANK AND / OR OTHER FINANCIAL INSTITUTIONS FOR THE PURPOSE OF VERIFICATION OF IDENTITY AND ACTIVITIES
OF THE INVESTING MEMBER, AND THE NATURE AND ORIGIN OF THE FUNDS THAT ARE TO BE UTILIZED. ALL PARTIES HEVE AN OBLIGATION TO RESPECT
PROFESSIONAL SECRECY AND TO TAKE ALL APPROPRIATE PRECAUTIONS TO PROTECT THE CONFIDENTIALITY OF THE INFORMATION EACH HOLDS IN
RESPECT OF THE OTHER’S ACTIVITIES. THIS LEGAL OBLIGATION SHALL REMAIN IN FULL FORCE AND EFFECT AT ALL TIMES.
CLIENT NAME (SINGNATORY):
CITIZENSHIP:
PASSPORT NUMBER:
PASSPORT ISSUE DATE:
DATE OF BIRTH:
HOME ADDRESS:
HOME PHONE / FAX / CELLULAR
DIRECT EMAIL ADDRESS:
BUSINESS NAME:
BUSINESS ADDRESS:
REGISTERED OFFICER:
REGISTERATION NUMBER:

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BUSINESS PHONE / FAX / E-MAIL

BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
IBAN NUMBER:
ACCOUNT NO:
SWIFT CODE:
BANK OFFICER NAME / TITLE
BANK OFFICER PHONE / FAX / E-MAIL
ACCOUNT SINGATORY:
FUNDS AVAILABLE. IN WORDS:
ORIGIN OF FUNDS:
EARNINGS FROM:
ARE FUNDS FREE AND CLEAR?
EXPLAIN AS NEEDED
LAWYER NAME:
LAWYER S PHONE NUMBER:
LAWYER ADDRESS:
LAWYER EMAIL:

DECLARATION: I, MR. XXXXXXXXXXXXXXXXX, 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 CLEARED. THE ORIGIN OF FUNDS ARE IN
COMPLIANCE WITH ANTI-MONEY-LAUNDERING POLICIES AS SET FORTH BY THE FINANCIAL ACTION TASK FORCE (FATF) 6/01.

AGREED AND SIGN THIS MONDAY, MAY 27, 2024, FOR AND ON BEHALF OF BENEFICIARY/LESSEE

______________________________________________________________________
NAME : MR.
TITLE :
NATIONALITY :
PASSPORT :
ISSUE DATE :
EXPIRY DATE :

RESOLUTION OF THE BOARD OF DIRECTORS

ALL OF THE DIRECTORS OF XXXXXXXXXXXXXXXXXXX. BELOW LISTED WERE IN ATTENDANCE, IN PERSON OR BY
TELEPHONE CONFERENCE. GENERAL DISCUSSION WAS THEN HELD CONCERNING THE ISSUE, AND ALL ASPECTS OF
THE SAME, WERE FULLY EXPLAINED IN DETAIL TO THE SATISFACTION OF THE BOARD MEMBERS.

DIRECTOR NAME/TITLE: PASSPORT NO.

DIRECTOR NAME/TITLE: PASSPORT NO.

THE BOARD OF DIRECTORS OF XXXXXXXXXXXXXX AN INTERNATIONAL BUSINESS COMPANY INCORPORATED ON

XXXXXXXXXXX IN XXXXXXXXXXXX, WITH REGISTERED OFFICES A XXXXXXXXXXXXXXXXXX IN A MEETING HELD ON
THIS DAY XXXXXXXXXXXXXXXXX, ADOPTED THE FOLLOWING RESOLUTIONS.

RESOLUTION 1:
IT IS RESOLVED THAT THE BOARD OF DIRECTORS OF XXXXXXXXXXXXXXXXXXXXXX HEREBY APPOINTS AND
AUTHORIZES ITS XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX WITH PASSPORT NUMBER XXXXXXXXXXX ISSUED
ON, AS OUR MANAGING MEMBER TO ACT WITH FULL AUTHORITY ON OUR BEHALF, STAY AND NAME, TO INSTRUCT,

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NEGOTIATE, ARRANGE, MONITOR, EXECUTE, MANAGE AND SIGN ANY AND ALL AGREEMENTS AND/OR NECESSARY
CONTRACTS WITH THIRD PARTIES PERTINENT TO ALL FINANCIAL TRANSACTIONS WITH BANK INSTRUMENTS
(SECURITIES/DERIVATIVES)

RESOLUTION 2:
IT IS RESOLVED THAT AT THIS MEETING OF THE BOARD OF DIRECTORS THAT OUR MANAGING MEMBER AND IN
FACT XXXXXXXX ACTS AS XXXXXXXXXXXXXXXXXXXX WITH REGARDS TO THE AFORESAID FINANCIAL
INVESTMENT.

RESOLUTION 3:
IT IS RESOLVED THAT XXXXXXXXXXXX IS HEREBY AUTHORIZED TO ACT AS OUR FINANCIAL DIRECTOR FOR THE
AFORESAID PURPOSE.

RESOLUTION 4:
IT IS RESOLVED THE BOARD OF DIRECTORS OF XXXXXXXXXXXXXXXX. HEREBY AUTHORIZED XXXXXXXXXXXX TO
ASSUME ALL AUTHORITY, POWERS, DUTIES, SIGNATORY RIGHTS AND RESPONSIBILITIES ON OUR BEHALF.

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

CONFIRMED AND SIGNED ON DAY MONDAY, MAY 27, 2024

FOR AND ON BEHALF OF BENEFICIARY/LESSEE:

_________________________________________________________ _________________________________________________________
NAME : MR. NAME :
TITLE : PRESIDENT TITLE : SECRETARY
NATIONALITY : NATIONALITY:
PASSPORT : PASSPORT :
ISSUE DATE : ISSUE DATE :
EXPIRY DATE : EXPIRY DATE :

PROVIDER’S PASSPORT COLOUR COPY

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PROVIDER’S CORPORATE CERTIFICATE COPY

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LESSEE’S PASSPORT COLOUR COPY

LESSEE’S INCORPORATION CERTIFICATE COPY

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>>>>>>>>>>> XXX END OF DOCUMENT XXX <<<<<<<<<

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