TRANSACTION CODE

PROJECT NAME: PROJECT FINANCE THROUGH MONETIZATION STAND BY LETTER OF CREDIT

This Agreement is made and entered into on this date 04TH, day of December, 2024
between the following Parties:

PROVIDER:
Name:
Mailing Address:
Registration Number.:
Represented By
Passport No.:
Date of Issue:
Date of Expiry: 1

(Hereinafter referred to as “PARTY A”)

BENEFICIARY:
Name:
Mailing Address:
Registration Number:
Represented By:
Passport No.:
Date of Issue:
Date of Expiry:

(Hereinafter referred to as “PARTY B”)

WHEREAS, “Party A” will provide an investment in the form of a Stand By Letter of Credit “SBLC” in the amount of
$500,000,000.00 (Five Hundred Million Euros), in Euros., currency issued by Banco Montepio / Caixa Economica Montepio
Geral, Caixa Economica Bancaria S.A., in Portugal.

WHEREAS, “Party A” is ready, willing and able to transfer his assets for the delivery of the said “SBLC”
with a verifiable authenticated SWIFT MT799 and MT760 under strict compliance of the banking
protocols to Party B’s designated bank account details mentioned herein. Party A, further confirms that
the SBLC is available to fulfil the requirements to send the “SBLC” via a MT799 and MT760 instrument
THAT COMPLIES WITH THE ICC RULES and AML regulations. The Stand By Letter of Credit original
shall be sent via an electronic copy by Party A’s bank to Party B bank immediately after the transmission
of the MT799 and MT760 transmission.
WHEREAS, “Party B” confirms with full corporate and legal responsibility and under penalty of perjury
that:
1. They have a Pre sanctioned Line of Credit available of clean, clear and of non-criminal origin in their
designated bank accounts mentioned hereunder to FINANCE PROJECTS the said “SBLC” to be
delivered via a MT799 to Party B’s, and they answer back after authentication and verification of the

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transmission then send a swift MT760 and they answer back,

2. To its designated bank a MT799 to receive and accept the said “SBLC” via SWIFT MT760 under
banking protocol following which Party B, will use its resources to discount the SBLC to its present value
for a non-recourse loan at 40% (Forty Percent) of the face value which will equal $200,000,000.00 (Two
Hundred Million Euros) in Euros, currency.

It is agreed that upon Party A, transferring his SBLC assets investment to Party B, with a confirmation
transmission and the investment received. The SBLC shall be sent by the bank via MT799 and MT760 to Party
B’s, designated bank. Upon receiving authenticating and verifying the instrument the SBLC. Whereas upon the
completion of the verification an upfront advance amount, after the monetization of the instrument, of the
discounted value $50,000,000.00 (Fifty Million Dollars), will be paid in (10) Ten days and divided equally
between Party A, shall receive $25,000,000.00 (Twenty Five Million Dollars) and Party B shall receive
$12,500,000.00 (Twelve Million Five Hundred Thousand Dollars) and the Paymaster Trader shall receive
$12,500,000.00 (Twelve Million Five Hundred Thousand Dollars) each party shall be responsible to pay any
commissions owed to any Mandate, Intermediary or Facilitator of the advance funds and every profit return
received for the duration of the program.

Whereas it is agreed the remaining discounted funds in the amount of $150,000,000.00 (One Hundred
Fifty Million Dollars) shall be placed in a Bullet Program which shall pay an amount of $300,000,000.00
(Three Hundred Million Euros).

Whereas it is agreed the $300,000,000.00 (Three Hundred Million Euros) from the first Bullet trade shall
be placed in an additional Bullet Program which shall pay a total amount of both trades $600,000,000.00
(Six Hundred Million Euros).
Whereas there will be a $100,000,000.00 (One Hundred Million Dollar) disbursement after the second
Bullet Trade. Those proceeds will be divided equally between Party A, shall receive $50,000,000.00
(Fifty
Million Dollars) and Party B shall receive $25,000,000.00 (Twenty Five Million Dollars) and the
Paymaster Trader shall receive $25,000,000.00 (Twenty Five Million Dollars) and each party shall be
responsible to pay any commissions owed to any Mandate, Intermediary or Facilitator of the advance
funds an d every profit return received for the duration of the program.

Whereas the remaining proceeds of $500,000,000.00 (Five Hundred Million Dollars) shall then be placed
into a private enhancement program which will pay an historical amount of 100% (One Hundred Percent)
of the “SBLC” discounted value per month for a period of twelve months with Rolls and Extensions up to
Two years or Three years. The historical program shall pay $500,000,000.00 (Five Hundred Million
Dollars) per month paid in bi weekly increments or twice a month. The proceeds shall be divided Party A
shall receive $125,000,000.00 (One Hundred Twenty Five Million Dollars) twice a month or bi weekly
and Party B, shall receive $62,500,000.00 (Sixty Two Million Five Hundred Thousand Dollars) and the
Paymaster Trader shall receive $62,500,000.00 (Sixty Two Million Five Hundred Thousand Dollars)
twice a month or bi weekly minus and commissions owed to any Mandate, Intermediary or Facilitator.

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It is understood by all parties that due to the restrictions imposed by authorities in dealing with the
compliance, it is not possible to quote an exact period it will take the trading bank to complete the
enhancement compliance documentation but as a guide, it can be approximately one week from receipt
and verification of the SBLC to commencement of the enhancement program. Once commenced, the
quoted interest will be paid on a regular, basis monthly for the duration of this agreement.

Whereas within (10) Ten banking days Party A, will receive a return on his investment of the profit
Monetization advance funds percentage. Party A, upon request shall have the opportunity for a bank
account opened for him to receive his return residuals if he requests an account.

DESCRIPTION OF THE INSTRUMENT (S):

1 Instrument: Stand By Letter of Credit “SBLC”

2 Issuing Bank: Banco Montepio / Caixa Economica Montepio Geral,
Caixa Economica Bancaria S.A. - Portugal
3 Instrument Face Value: $500,000,000.00 (Five Hundred Million Euros)
4 Validity: One Year & One Day with rolls and extensions up to Two years or
Three Years
5 Terms: As Per “Terms of Funding”
6 Delivery of the Instrument: SWIFT MT799/MT 760
7 Payments: SWIFT MT 103
TRANSACTION PROCEDURES:

1. Parties sign this Project Funding Agreement, which shall become a formal and enforceable
agreement between all Parties. Party A, will provide a copy of the transfer confirmation of the swifts
transferred to the designated account provided below for the transmissions.

2. Party A, shall instruct the bank to send a MT799 to the receiving bank outlined here within and wait
for a response. Whereas Party B, shall receive the confirmation from his bank and instruct the sending
bank to send a MT799 to the receiving bank and wait for a response upon Party B, receiving a successful
confirmation. Party B, shall receive the confirmation from his bank and instruct the sending bank to send
a MT760 to the receiving bank and wait for a response upon of the MT760, to Party B’s, receiving bank
and wait for a confirmation response for following the verification for payment under the schedule as
outlined under “TERMS OF FUNDING” as presented herein to Party A’s designated banking
coordinates.

3. Whereas Upon Party B, confirming receiving the SBLC he shall then monetize the instrument at for a
non-recourse loan 40% (Forty Percent) of the face value and the discounted.

4. The monetized amount after the disbursement of the advance amount shall be placed in the private
enhancement programs which Party A and Party B, shall receive their Percentages of the return residuals
of programs paid bi weekly for a period of (12) Twelve Months with Rolls and Extensions up to Two
years or Three years from every disbursement of the trading program for the duration on the agreement
with rolls and extensions at the end of the duration of the agreement Party A’s SBLC shall be returned

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free and clear and unencumbered.

5. Party A, shall continue to receive payments and paid bi weekly as outlined under

“TERMS OF FUNDING” thereafter for the duration of the program. Unapproved calls by any party or its
representative lawyers to probes or communication in an improper way to bank(s) in this Transaction shall
be prohibited and will cause the contract terminated.

6. Whereas at the end of the trading program the SBLC shall be returned free and clear and unencumbered.
The term of the program is One year with Rolls and Extensions from Two years to Three years.

Bank coordinates:
PARTY A: ISSUING BANK DETAILS

Bank Name Banco Montepio / Caixa Economica Montepio Geral,

Caixa Economica Bancaria S.A. - Portugal
Bank Address PT-2460 ALCOBACA, PORTUGAL

Account Name
Account Number
SWIFT Code
Bank Officer Name

PARTY B: SWIFT MT 760-STAND BY LETTER OF CREDIT RECEIVING BANKING DETAILS:

Bank Name Wells Frago Bank NA

Bank Address
Account Name
Account Number
SWIFT Code
Bank Officer Name

RECEIVING ACCOUNT FOR THE PAYMASTER & TRADER FOR DISBURMENTS:

Paymaster
Bank Name
Bank Address
Account Name
Account Number
SWIFT Code
ABA (For Transfers in
USA Only)
Beneficiary Name

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REQUIRED MESSAGE ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR,
OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY
BENEFICIARY’S BANK
Special Reference

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NON-SOLICITATION

“Party A” hereby confirms and declares that “Party B”, its associates or representatives or any person or
persons on its behalf has/have never ever solicited Party A, its shareholders or associates or representatives in
any way whatsoever that can be construed as a solicitation for this transaction or for future transactions.
TERMS OF FUNDING:
The disbursement shall be disbursed after (10) Ten banking days from the verifications of the
receiving of the investment and the transmission of the MT799 and MT760 have been verified and
monetized instrument and the delivery to the designated bank of Party B.
This Agreement is based on non-recourse funding to Party A and the “SBLC” shall be returned
unencumbered.
SCHEDULE OF PAYMENTS:

- First Payment: 10% Of the SBLC Discounted Value shall be paid immediately after the verification
and authentication of the MT799 and SWIFT MT760 and the instrument is monetized.

- Second and following Disbursement: -The SBLC Discounted Value shall be paid after the instrument
is entered into a second bullet program and paid bi weekly.

CLAUSES:
The parties may change banking coordinates with written notice to the other party. This is a private transaction
and as such shall not be interpreted as a securities transaction as interpreted or described in the United States
Securities Act of 1934 as amended or by the laws of any other country.

NCND: Non-Circumvention/Non-Disclosure rules from the International Chamber of Commerce

(ICC), Paris, France, and all amendments, are hereby incorporated by reference and shall apply to all
parties to this transaction. Force majeure: the force majeure exception clause of the International
Chamber of Commerce (ICC Publication #650) is hereby incorporated in and made an integral part of
this contract.

ASSIGNMENT:
Neither Party may assign or delegate its interest or duties without prior written consent of the other Party.

CONSULTANTS:
The Parties hereby confirm and agree that they will be responsible for any payments of consultant
fees for their respective sides. The Parties hereby confirm and agree that any all the consultants (if any)
from their sides will have no financial and/or legal responsibility of any nature for this agreement.

TAXES:
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 Beneficiaries/Consultants.

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CONFIDENTIALITYAND RESTRICTIVE COMMUNICATIONS:

Each party and the consultancy to this Agreement will at all times keep confidential all information
acquired in consequence of it, except for information, which may be entitled or bound to
disclosure under compulsion of law, or to its professional advisors were reasonably necessary for the
performance of their duties. The Non-Circumvention / Non-Disclosure rules of all
issues from the I.C.C. (latest edition) shall apply to this transaction for a period of 5 (five) years
from the date of execution of this instrument. This NC/ND also applies to any and all other related
transactions.

FORCEMAJEURE:
Any delay in or failure of performance by either party of their respective obligations under this
agreement shall constitute a breach hereunder and will give rise to claims for damages if, and to
the extent that such delays or failures in performance are not caused by events or circumstance
beyond the control of such party.
The term “Beyond the Control of Such Party “Include Act of War, Rebellion, 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 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 law of jurisdiction that both parties reside and standards under ICC
Regulation. In the event that either party shall be required to bring any legal actions against the
other in order to enforce any of the terms of this agreement the prevailing party shall be entitled
to recover reasonably attorney fees and costs.

BINDING:
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors.

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PARTY A PASSPORT

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VERBIAGE OF PRE-
ADVICE MT799 SWIFT INPUT: MT
799

SENDER:
SWIFT

CODE: BANK
NAME:
BANK ADDRESS:

ACCOUNT

NUMBER: ACCOUNT
NAME:

RECEIVER:
SWIFT

CODE: BANK
NAME:
BANK

ADDRESS:
ACCOUNT NAME:
ACCOUNT
NUMBER:

79: NARRATIVE

WE …………………………………………………………………………………………………….,
ON BEHALF OF OUR CLIENT XXXXXXXXXXXX, CONFIRM WITH THE FULL
RESPONSIBILITY OF THE BANK THAT WE ARE READY, WILLING AND ABLE TO
ISSUE AND DELIVER A CREDIT INSTRUMENT CASH-BACKED LETTER, VIA
SWIFT MT-799 FROM ACCOUNT NUMBER:XXXXXXXXXX, WITH A PRINCIPAL
AMOUNT OF EUR 00,000,000.00 (XXXXXXXXX MILLION EURO) TO BE DELIVERED
IN EURO IN FAVOUR OF XXXXXXXXXXXX, ACCOUNT NUMBER: XXXXXXXXX, AS
SET OUT IN THE VERBIAGE BELOW.

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PLEASE CONFIRM, VIA SWIFT MT 199.

BEST REGARDS,

TRADE FINANCE DEPARTMENT

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VERBIAGE OF MT760 SBLC

SWIFT INPUT: FIN 760 STANDBY LETTER OF CREDIT

SENDER:
BANK NAME:
BANK ADDRESS

RECEIVER:
BANK NAME:
BANK ADDRESS: HEAD OFFICE

MESSAGE TEXT
F27: SEQUENCE OF TOTAL:
XXXXXXXXX
F20: TRANSACTION REFERENCE NUMBER
XXXXXXXXX
F23: FURTHER IDENTIFICATION:
ISSUE
F30: ISSUE DATE

STANDBY LETTER OF CREDIT (SBLC)

XXXXXXXXXX
F40C: APPLICABLE RULES
URDG
F77C: DETAILS OF GUARANTEE
QUOTE:

STANDBY LETTER OF CREDIT NO.:

DATE OF MATURITY: ONE YEAR AND ONE DAY FROM ISSUE DATE.
ISSUE DATE: XX/XX/2024
DATE OF EXPIRY: XX/XX/2024
CURRENCY: USD
AMOUNT:($ XX,000,000.00) XXXXXX MILLION US DOLLARS

BENEFICIARY BANK: Wells Fargo Bank, N.A.

BANK ADDRESS: 3000 Matlock Road Mansfield, TX ., 76063, USA
SWIFT CODE: WFBIUS6WFFX
BENEFICIARY ACCOUNT NAME:
BENEFICIARY ACCOUNT NUMBER:
BANK OFFICER NAME :

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ISSUED BY: BANCO DO BRASIL S.A

APPLICANT: TMAIS Ltda
ACCOUNT NUMBER:
79: NARRATIVE

WE …………………………………………………………., FOR AND ON BEHALF OF OUR CLIENT

XXXXXXXXXXXXX, THE BENEFICIAL OWNER OF ACCOUNT
NUMBER:XXXXXXXXXXXXXX, HEREBY IRREVOCABLY AND UNCONDITIONALLY WITHOUT
PROTEST OR NOTIFICATION PROMISE TO PAY AGAINST
THIS STANDBY LETTER OF CREDIT NO: XXXXXXXXX, TO THE ORDER OF THE
BENEFICIARY XXXXXXXXXXXX., ACCOUNT NUMBER:XXXXXXXXXX, THE BEARER OR
HOLDER THEREOF AT MATURITY THE SUM OF USD XXXXXX MILLION US DOLLARS
($XX,000,000.00) IN THE LAWFUL CURRENCY OF THE UNITED STATES
DOLLARS, UPON PRESENTATION TO US OF THE ORIGINAL OF THIS STANDBY LETTER OF
CREDIT AT OUR COUNTERS ON EXPIRY DATE OR NOT LATER THAN FIFTEEN (15) DAYS
AFTER THE EXPIRY DATE.

SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND FREE AND CLEAR OF ANY
DEDUCTIONS OR CHARGES, FEES, TAXES, DUTIES OR WITHHOLDINGS OF ANY NATURE
NOW OR HEREINAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE
GOVERNMENT OF THE ISSUING BANK OR ANY POLITICAL SUBDIVISION OR
AUTHORITY THEREOF OR THEREIN.

THIS STANDBY LETTER OF CREDIT IS FREE AND CLEAR OF ANY LIEN OR ENCUMBRANCE
AND IS TRANSFERABLE, DIVISIBLE AND ASSIGNABLE WITHOUT PRESENTAION TO
US OR PAYMENT OF ANY TRANSFER OR ASSIGNMENT FEE.
THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM RULES FOR STANDBY
LETTER OF CREDIT UNDER ICC PUBLICATION NO.758. .
THIS IS AN OPERATIVE INSTRUMENT AND NO FURTHER MAIL CONFIRMATION WILL
FOLLLOW.
BEST REGARDS,

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