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2023-DOA Buy&Sell BG-SBLC Credit

This document is a deed of agreement between Venupalon LDA and an unnamed buyer company to exchange a bank guarantee or standby letter of credit. Key details include: - Venupalon LDA will deliver a €1 billion bank guarantee or SBLC from HSBC, Barclays, or Deutsche Bank to the buyer company. - The price is 50% of the face value plus 2% intermediary fees. The guarantee will be delivered in €500 million tranches. - Upon receipt of payment, Venupalon LDA will provide SWIFT documentation to the buyer as confirmation. - The agreement is governed by UK law and ICC regulations. It establishes procedures for the exchange and outlines consequences

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Louis Y
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100% found this document useful (8 votes)
7K views18 pages

2023-DOA Buy&Sell BG-SBLC Credit

This document is a deed of agreement between Venupalon LDA and an unnamed buyer company to exchange a bank guarantee or standby letter of credit. Key details include: - Venupalon LDA will deliver a €1 billion bank guarantee or SBLC from HSBC, Barclays, or Deutsche Bank to the buyer company. - The price is 50% of the face value plus 2% intermediary fees. The guarantee will be delivered in €500 million tranches. - Upon receipt of payment, Venupalon LDA will provide SWIFT documentation to the buyer as confirmation. - The agreement is governed by UK law and ICC regulations. It establishes procedures for the exchange and outlines consequences

Uploaded by

Louis Y
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
You are on page 1/ 18

TRANSACTION CODE :

PROVIDER’S CODE :
BUYER’S CODE :

DEED OF AGREEMENT

THIS LETTER OF INTENT/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 Mei 22, 2023, BY AND BETWEEN:

COMPANY NAME VENUPALON LDA.


ADDRESS Rú a 28 de Janeiro nº 350, 4400-335 Vila Nova de Gaia, Portugal.
COMPANY REGISTRATION 514729562
REPRESENTED BY Dr. José Javier García Alegre
PASSPORT NUMBER PAB618541
ISSUED DATE 14/10/2015
EXPIRY DATE 14/10/2025

HEREIN NAMED AS THE "PROVIDER/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

COMPANY NAME
ADDRESS
COMPANY REGISTRATION
REPRESENTED BY
PASSPORT NUMBER
ISSUED DATE
EXPIRY DATE

HEREIN NAMED AS THE "BENEFICIARY/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 BANK INSTRUMENT

1 INSTRUMENT BANK GUARANTEE (BG) / STANDBY LETTER OF CREDIT (SBLC)CASH BACKED


2 TERM OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
3 ISSUING BANK HSBC BANK / BARCLAYS BANK / DEUTSCHE BANK
4 AGE /CURRENCY ONE (1) YEAR AND ONE (1) DAY-FRESH CUT/EURO
5 PRICE FIFTY PERCENT (50% OF PURCHASE) PLUS TWO PERCENT (2%)
6 INTERMEDIARY FEES 2% ON FACE VALUE(1%SELL SIDE &1%BUY SIDE)
7 CONTRACT AMOUNT EURO........ BILLION (€..,000,000,000.00) PLUS R&E
8 TRANCHES EURO FIVE HUNDRED MILLION (€ 500,000,000.00) UNTIL TOTAL CONTRACT
9 DELIVERY DELIVERED BY ISSUING BANK, BANK PAYMENT UNDERTAKING (“BPU”) (EXHIBIT C) ISSUING
BANK TO ISSUE MT-760PROVIDER TO SEND SWIFT COPIES OF THE MT-799 AND MT-760 TO
THE BENEFICIARY/BUYER AS SOON AS THEY ARE SENT PAYMENT FOR THE BG/SBLC TO BE
REMITTED WITHIN FIVE (5) 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.

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 1 OF 18


TRANSACTION CODE :
PROVIDER’S CODE :
BUYER’S CODE :

I, MR. __________ (BUYER NAME) __________, C.E.O., HOLDER PASSPORT NUMBER ____________ 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 (BG/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, THE BENEFICIARY/BUYER DESIRES TO RECEIVE A COLLATERAL FACILITY FROM THE PROVIDER, IN FORM
OF (BG/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, THE PROVIDER ACCEPTS BENEFICIARY’S APPLICATION FOR THE COLLATERAL FACILITY, IN FORM OF
BG/SBLC BY ISSUING AND TRANSFERRING TO THE BENEFICIARY ALL ITS RIGHTS ON BG/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 BG/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, THE BENEFICIARY/BUYER HAS AGREED TO RECEIVE THE INSTRUMENT(S) AND THE PROVIDER HAS
AGREED TO ISSUE/DELIVER SAID INSTRUMENTS BASED ON THE FOLLOWING TERMS AND CONDITIONS:

TRANSACTION PROCEDURE: PURCHASING

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, RECEIVING BANK OF BUYER WILL ISSUE RWA VIA SECURE BANK E-MAIL OR SWIFT
MT199/799 (EXHIBIT A) TO DESIGNED BANK BY PROVIDER & SEND COURTESY COPY TO PROVIDER WITHIN 24
BANKING HOURS. Bank Name: ______________________________________ - SWIFT CODE: _________
Bank Officer: _______________ (Chief Compliance Officer) : _____________________ - COURTESY COPY:
ONCE RECEIVED THE BANKING E-MAILL, AND VERIFIED BY PROVIDER’S COMPLIANCE BANK, PROVIDER COUNTER SIGN
THE DOA AND RETURN TO BUYER, WHICH HEREBY AUTOMATICALLY BECOMES A FULL RECOURSE COMMERCIAL
CONTRACT AFTER THE PROVIDER HAS ACCEPTED / COUNTERSIGNED THE RECEIVER’S APPLICATION.

3.WITHIN FIVE (5) BANKING DAYS, ISSUING BANK OF THE PROVIDER WILL ISSUE AN SWIFT 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 SWIFT MT-799 PRE-ADVICE TO BENEFICIARY/BUYER 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 52% (50% +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. RECEIVING BANK WILL RECEIVE, CONFIRM AND VERIFY THE SWIFT MT-760 (BG/SBLC). THE BENEFICIARY/BUYER
WILL REMIT PAYMENT WITHIN FIVE (5) BANKING DAYS AFTER MT760 RECEIVED TO THE PROVIDER’S DESIGNATED
ACCOUNT(S) THE PURCHASE FEES AND THE CONSULTANCY FESS TO THE INTERMEDIARIES’ DESIGNATED ACCOUNT(S).

7. SHOULD THE BENEFICIARY/BUYER DEFAULT IN PAYING THE PURCHASE FEES AND THE TRANSACTION FEES AS
STIPULATED IN THIS DOA WITHIN THE STIPULATED TIME AFTER RECEIPT OF SWIFT MT-760, PROVIDER SHALL
INSTRUCT THE ISSUING BANK TO PUT A CLAIM ON THE (BG/SBLC) THEREBY FORCING THE RECEIVING BANK TO
RETURN THE SWIFT MT-760 (BG/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 (BG/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 18


TRANSACTION CODE :
PROVIDER’S CODE :
BUYER’S CODE :

SANCTIONS (NON-PERFORMANCE): AFTER THIS CONTRACT IS SIGNED BY BOTH PROVIDER AND BENEFICIARY/BUYER,
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% ON CONTRACT
VALUE TO THE PRINCIPAL SUFFERING PARTY PLUS 1% TO INTERMEDIARIES/FACILITATORS (0.5% EACH SIDE).
UNAUTHORIZED BANK COMMUNICATION: NEITHER PARTY IS ALLOWED TO CONTACT 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 AGENT/BROKER/LAWYER TO PROBES OR COMMUNICATION IN AN IMPROPER
WAY OR WAYS INDICATIVE OF DIRECT/INDIRECT SOLICITATION TO BANK(S) IN THIS TRANSACTION SHALL BE
PROHIBITED & RESULT TO CONTRACT TERMINATED. NOTICE: THIS IS A PRIVATE SALE BETWEEN 2 ENTITIES & IS NOT
TO BE CONSTRUED AS AN OFFER OF FUNDS OR SALE OF SECURITIES AS DEFINED IN US SECURITIES ACT OF 1933/34.
RECEIVERS OBLIGATION: BENEFICIARY/BUYER, 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 DOA OR OTHER AGREEMENTS & DOCUMENTS WITH PROVIDER. BENEFICIARY/BUYER
FURTHER CONFIRMS THAT PROVIDER IS AUTHORIZED TO VERIFY FUNDS OF EACH TRANCHE OF THE CONTRACT WITH
HIS BANK, IF NECESSARY. IN THE EVENT OF UNSATISFACTORY VERIFICATION, TRANSACTION WILL BE SUSPENDED
IMMEDIATELY AND THE RECEIVER IS IN BREACH OF THE CONTRACT AND LIABLE FOR LEGAL CONSEQUENCES.
PROVIDER OBLIGATION: BENEFICIARY/BUYER 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 DOA. PROVIDER FURTHER CONFIRMS TO DELIVER INSTRUMENTS, NEGOTIATE & 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.
NON-SOLICITATION: BENEFICIARY/BUYER HEREBY CONFIRMS A 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 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 LAWS OF U.K.. 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.

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 BG/SBLC WILL BE ISSUED WITH
STANDARD FORMAT ICC ISP' 600/758.
BANKING INFORMATION

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 3 OF 18


TRANSACTION CODE :
PROVIDER’S CODE :
BUYER’S CODE :

PROVIDER’S BANKING COORDINATES TO ISSUE MT799 &MT760 (BG/SBLC)


BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER / IBAN
SWIFT CODE
BANK OFFICER / E-MAIL
BANK PHONE / FAX
PROVIDER’S BANKING COORDINATES FOR RECEIVING PAYMENT50% OF FACE VALUE :
BANK NAME
BANK ADDRESS
ACCOUNT NAME
SWIFT CODE
ACCOUNT NUMBER / IBAN
BANK OFFICER / E-MAIL
BANK PHONE / FAX
BUYER’S BANKING COORDINATES TO SEND RWA , FOR ISSUE AND SEND SWIFT MT799 BPU (BANK PAYMENT
UNDERTAKING) & FOR TO RECEIVE MT799 PREADVICE AND MT760 SBLC AND PAYMENT OF 52% OF FACE VALUE:
BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER / IBAN
SWIFT CODE
ACCOUNT SIGNATORY
BANK OFFICER / EMAIL
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 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/SELLER: FOR AND ON BEHALF OF BENEFICIARY / BUYER:


VENUPALON LDA.

NAME: Dr. JOSÉ JAVIER GARCÍA ALEGRE NAME: MR.


TITLE: CHIEF EXECUTIVE OFFICER TITLE:
PASSPORT NO.: PAB618541 PASSPORT NO.:
ISSUE DATE: 14 OCTOBER 2015 ISSUE DATE:
EXPIRY DATE: 14 OCTOBER 2025 EXPIRY DATE:
NATIONALITY: SPANISH NATIONALITY:

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 4 OF 18


TRANSACTION CODE :
PROVIDER’S CODE :
BUYER’S CODE :

“EXHIBIT A”

BANK LETTERHEAD

To: BENEFICIARY COMPANY NAME


XXXXXXXXXXXXXXX
XXXXXXXXXXXXXXX
XXXXXXXXXXXXXXX

ATTENTION: XXXXXXXXXXXXXXX

In accordance with instructions received, we [______ BANK NAME ______] located at [_____
BANK ADDRESS _____] on behalf of our Beneficiary [___ BENEFICIARY COMPANY NAME ___]
with account number [___ ACCOUNT NUMBER ___], whose representative and signatory is Mr.
_____________________, hereby irrevocably confirm that our client [___ BENEFICIARY COM-
PANY NAME ___] has the required financial capability in the amount of EUR 000,000,000.00
(_______ AMOUNT IN WORDS _______) to pay for the (___ BANK INSTRUMENT ___) once it
is received.

The Beneficiary is ready willing and able to utilize your issued (___BANK INSTRUMENT___) us-
ing SWIFT System delivery protocol in the amount of EUR 000,000,000.00 (___ AMOUNT IN
WORDS ___) against your credit facilitate. We further confirm that the said cost of issuance of
the (___ BANK INSTRUMENT ___) 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: (SIGNATURE &BANK SEAL)
ID PIN:
PHONE NUMBER:
BANKING EMAIL:
-----------------------
2.BANK OFFICER NAME:
TITLE: (SIGNATURE &BANK SEAL)
ID PIN:
PHONE NUMBER:
BANKING EMAIL:

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 5 OF 18


TRANSACTION CODE :
PROVIDER’S CODE :
BUYER’S CODE :

“EXHIBIT B”

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

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


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, AC-
COUNT 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 INSTRU-
MENT 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 UN -
DER, 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 AS-
SESSED 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 PUB-
LICATION 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

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:

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 6 OF 18


TRANSACTION CODE :
PROVIDER’S CODE :
BUYER’S CODE :

“EXHIBIT C”

FORMAT OF MT-799 BANK PURCHASE UNDERTAKING

TO BE COMPLETED BY BANK BEFORE SWIFT

SWIFT INPUT : MT-799 IRREVOCABLE PAYMENT UNDERTAKING


SENDER :
BANK NAME :
BANK ADDRESS :
BANK OFFICER :
BANKER TEL :
BANKER FAX :
SWIFT CODE :
ACCOUNT NAME :
ACCOUNT NO :
BUYER :
MR. :
BANK OFFICER :
TELEPHONE NO. :
FOR CREDIT TO ACCOUNT : xxxxxxxxxx
NO
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.

FOR AND ON BEHALF OF:


xxx ISSUING BANK
xxx ISSUING BANK ADDRESS

BANK OFFICER 1 BANK OFFICER 2


TITLE (PIN) TITLE (PIN)

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 7 OF 18


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“EXHIBIT D”

BG/SBLC Format via SWIFT MT-760


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

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 8 OF 18


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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)

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 BE-
FORE 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 DOCU-
MENTARY 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-EXCLU-
SIVE 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 22, 2023

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 9 OF 18


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DESCRIPTION OF THE BANK INSTRUMENT


1 INSTRUMENT BANK GUARANTEE (BG) / STANDBY LETTER OF CREDIT (SBLC)CASH BACKED
2 TERM OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
3 ISSUING BANK HSBC BANK / BARCLAYS BANK / DEUTSCHE BANK
4 AGE / CURRENCY ONE (1) YEAR AND ONE (1) DAY- FRESH CUT / EURO
5 PRICE FIFTY PERCENT (50% OF PURCHASE) PLUS TWO PERCENT (2%)
6 INTERMEDIARY FEES 2% ON FACE VALUE(1%SELL SIDE & 1%BUY SIDE)
7 CONTRACT AMOUNT EURO..... (€ ..,000,000,000.00) PLUS R&E
8 TRANCHES EURO FIVE HUNDRED MILLION (€ 500,000,000.00) UNTIL TOTAL CONTRACT
9 DELIVERY DELIVERED BY ISSUING BANK, BANK PAYMENT UNDERTAKING (“BPU”) (EXHIBIT C) ISSUING
BANK TO ISSUE MT-760PROVIDER TO SEND SWIFT COPIES OF THE MT-799 AND MT-760 TO
THE BENEFICIARY/BUYER AS SOON AS THEY ARE SENT PAYMENT FOR THE BG/SBLC TO BE
REMITTED WITHIN FIVE (5) 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.

WE, _______________________________ (AS BENEFICIARY/BUYER, 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%) ON 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%) ON TOTAL CONTRACT WITH R&E WILL BE PAID TO PAYMASTERS:(CLOSED)
BANK NAME EAST WEST BANK
BANK ADDRESS 2090 HUNTINGTON DR, SAN MARINO, CA 91108 U.S.A
ACCOUNT NO. / IBAN
ACCOUNT NAME
SWIFT CODE
BANK OFFICER / E-MAIL
BANK PHONE / FAX
BUYER’S SIDE: TOTAL ONE PERCENT (1%) ON TOTAL CONTRACT WITH R&E WILL BE PAID TO PAYMASTERS:
BENEFICIARY’S SIDE GROUP (1) COMMISSION 0.50% ON TOTAL CONTRACT WITH R&E WILL BE PAID TO PAYMASTERS:
BANK NAME
BANK ADDRESS
ACCOUNT NO. / IBAN
ACCOUNT NAME
SWIFT CODE
BANK OFFICER / E-MAIL
BANK PHONE / FAX
BENEFICIARY’S SIDE GROUP (2) COMMISSION 0.50% ON TOTAL CONTRACT WITH R&E WILL BE PAID TO PAYMASTERS:
BANK NAME
BANK ADDRESS
ACCOUNT NO. / IBAN
ACCOUNT NAME
SWIFT CODE
BANK OFFICER / E-MAIL
BANK PHONE / FAX
THIS AGREEMENT/IRREVOCABLE CORPORATE PAYMENT ORDER AND THE PAYMENT OF COMMISSIONS HEREIN ARE SUBJECT TO THE

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 10 OF 18


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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. THE 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.

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 THE PURCHASE AGREEMENT IDENTIFIED WITH TRANSACTION CODE: __________________________________, AS SOON AS THE
CONTRACT BECOMES VALID AND SIGNED. IF NO TRANSACTION IS COMPLETED UNDER THE AFORESAID TRANSACTION, SELLER, AND
BUYER 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 MAY 22, 2023, FOR AND ON BEHALF OF BUYER/PAYOR:

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

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 11 OF 18


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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):
PASSPORT NUMBER / COUNTRY
PASSPORT ISSUE DATE / EXPIRY DATE
DATE OF BIRTH:
HOME ADDRESS:
PHONE / FAX / CELLULAR / E-MAIL
BUSINESS NAME:
BUSINESS ADDRESS:
REGISTERED OFFICER:
REGISTERATION NUMBER:
BUSINESS PHONE /FAX / E-MAIL
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
IBAN NUMBER:
ACCOUNT NO:
SWIFT CODE:
BANK OFFICER NAME / E-MAL
BANK OFFICER PHONE / FAX:
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. XXXX, 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 22, 2023

FOR AND ON BEHALF OF BENEFICIARY/BUYER

___________________________________________________________________
NAME / TITLE : MR.
Passport No. / Country :
ISSUE DATE :
EXPIRY DATE :

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 12 OF 18


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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,
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 SENIN, MEI 22, 2023

FOR AND ON BEHALF OF BENEFICIARY/BUYER:

_________________________________________________________________ ______________________________________________________________
NAME : MR NAME :
TITLE : PRESIDENT TITLE : SECRETARY
NATIONALITY : NATIONALITY:
PASSPORT : PASSPORT :
ISSUE DATE : ISSUE DATE :
EXPIRY DATE : EXPIRY DATE :

(SECRETARY PASSPORT COPY ATTACHED)

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 13 OF 18


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PROVIDER’S PASSPORT COLOUR COPY

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 14 OF 18


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PROVIDER’S CORPORATE CERTIFICATE COPY

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 15 OF 18


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BUYER’S PASSPORT COLOUR COPY

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 16 OF 18


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BUYER’S INCORPORATION CERTIFICATE COPY

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 17 OF 18


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PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 18 OF 18

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