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DOA-SBLC Jeju China 43aa2a Nov 30

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TRANSACTION CODE:

BENEFICIARY’S CODE:
PRINCIPAL’S CODE:

DEED OF AGREEMENT

This agreement for purchasing a Standby Letter of Credit (SBLC) is made and entered into the
date of November 30th , 2022, by and between the parties described below:

The PRINCIPAL:
COMPANY:
COMPANY ADDRESS:
BUSINESS REG NO.:
REPRESENTED BY:
CORPORATE TITLE:
PASSPORT NUMBER:
ISSUE DATE:
EXPIRY DATE:
COUNTRY OF ISSUE:

Hereinafter referred to as “PRINCIPAL”

The BENEFICIARY:
COMPANY:
COMPANY ADDRESS:
BUSINESS REG NO.:
REPRESENTED BY:
CORPORATE TITLE:
PASSPORT NUMBER:
ISSUE DATE:
EXPIRY DATE:
COUNTRY OF ISSUE:

Hereinafter referred to as “BENEFICIARY”

WHEREAS. The BENEFICIARY desires to purchase the SBLC from the PRINCIPAL. BENEFICIARY
confirms with full corporate and legal responsibility that funds available to fulfill the
requirements for the purchase of this instrument is ready and BENEFICIARY further confirms
to cooperate with the PRINCIPAL.

BENEFICIARY’s Initials____________ Page 1 of 27 PRINCIPAL’s Initials ___________


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WHEREAS. The PRINCIPAL desires to sell, transfer and assign all rights title and interest of the
SBLC available to it to the BENEFICIARY. PROVIDER represents and warrants that it has the
ability and resource to arrange through associates, contracts and sources, with full corporate
responsibility, financial instrument in the term of assignments to be provided to BENEFICIARY.
Provider hereby declares under penalty of perjury that the SBLC will be backed by funds that
are good, clean, clear, and free of non-criminal origin, the SBLC will be free and clear of all liens,
encumbrances and third-party interests.

I, xxxxxxxxxxx, Director and Authorized Signatory do hereby confirm with full legal, personal,
and corporate responsibility and authority, under penalty of perjury, irrevocably,
unconditionally that we are ready, willing and able to take the following bank instrument,
under the terms and conditions described below, with good, clean, clear funds of non-criminal
origin, free of any liens or encumbrances whatsoever.

NOW THEREFORE. The BENEFICIARY has agreed to purchase the SBLC at forty three percent
43%+2% of Face Value for the instrument requested and PRINCIPAL has agreed to sell the
SBLC to BENEFICIARY and both Parties hereby agree to the following terms stated below:

DESCRIPTION OF BANK INSTRUMENT (PURCHASE)


INSTRUMENT COLLATERAL STANDBY LETTER OF CREDIT CASH BACK ICC 600/758
CURRENCY EURO (€) / USD ($)
ISSUING BANK HSBC UK/HK, CITIBANK ZURICH, DEUTSCHE BANK
TERM ONE YEAR AND ONE DAY with prolongation up to 10 Years
AGE NEW ISSUE
COUPON RATE ZERO
CONTRACT AMOUNT TBD
FIRST TRANCHE TBD
TARGET PRICE FORTY THREE PERCENT 43% +2% FEES
FORTY THREE PERCENT (43.0%) OF FACE VALUE TO THE PRINCIPAL, ONE
PERCENT (1.0 %) OF FACE VALUE TO THE INTERMEDIARIES AT PRINCIPAL
SHARING RATIO
SIDE AND ONE PERCENT (1.0%) OF FACE VALUE TO THE
INTERMEDIARIES AT BENEFICIARY SIDE
DENOMINATION AS AGREED
TRANSACTION MODE POF/ MT760/ MT103
PAYMENT PAY ORDER SWIFT MT103
DELIVERY SWIFT MT760 AND HARD COPY BY BANK BONDED COURIER

BENEFICIARY’s Initials____________ Page 2 of 27 PRINCIPAL’s Initials ___________


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PRINCIPAL’S CODE:

PROCEDURES

1. BENEFICIARY SUBMITS THIS DEED OF AGREEMENT (DOA), AND BANK CONFIRMATION


LETTER (BCL) ISSUED BY BENEFICIARY’S BANKER TO PRINCIPAL OR BCL VIA MT799 SWIFT TO
PRINCIPAL’S BANK.
2. PRINCIPAL COUNTERSIGNS THE DOA WITHIN TWO (2) BANKING DAYS UPON RECEIVING
THE DOA. THEN THE DOA AUTOMATICALLY BECOMES A FULL COMMERCIAL RECOURSE
CONTRACT TO BE LODGED BY BOTH PARTIES FOR INITIATION OF SWIFT TRANSMISSION.
3. WITHIN THREE (3) BANKING DAYS UPON COMPLETION OF THE DOA, PRINCIPAL ISSUES THE
MT799 PRE-ADVICE TO BENEFICIARY’S RECEIVING BANK.
4. WITHIN THREE (3) BANKING DAYS UPON RECEIPT OF MT799 PRE-ADVISE, THE
BENEFICIARY’S PAYING BANK WILL SWIFT OUT MT799 BANK PAYMENT UNDERTAKE (BPU)
TO THE PRINCIPAL’S BANK.
5. WITHIN THREE (3) BANKING DAYS UPON RECEIPT OF MT799 BPU, THE PRINCIPAL’S
DESIGNATED ISSUING BANK WILL SWIFT OUT MT760 TO THE BENEFICIARY’S RECEIVING
BANK.
6. WITHIN SEVEN (7) BANKING DAYS AFTER THE SWIFT MT760 IS RECEIVED AND
AUTHENTICATED, THE BENEFICIARY’S BANK WILL PAY BY SWIFT MT103.
7. SBLC ON PAPER (HARD COPY) WILL BE BROUGHT TO BANK OF THE BENEFICIARY BY THE SPECIAL
BANK COURIER WITHIN SEVEN (7) BANKING DAYS AFTER RECEIPT OF FULL PAYMENT IN
AMOUNT OF FORTY THREE PERCENT (43%) OF FACE VALUE OF SBLC TO THE NOMINATED
ACCOUNT OF THE PROVIDER AND TWO PERCENT (2%) TO THE ACCOUNT OF BENEFICIARY’S
CONSULTANTS AS SET FORTH IN THE IRREVOCABLE FEE PROTECTION AGREEMENT HEREIN.
8. ALL SUBSEQUENT TRANCHES WILL BE BASED ON THE SAME PROCEDURE, UNTIL THE
AGREED AMOUNT OF THE CONTRACT WILL BE COMPLETED, OR THE COLLATERAL OR FUNDS
BECOME EXHAUSTED.
9. BOTH PARTIES SHALL PROVIDE THE TRANSMISSION COPIES OF ALL SWIFTs TO EACH PARTY
FOR TRACKING.
10. ANY UNAUTHORIZED BANK CALLS WITHOUT AGREEMENT BETWEEN PARTIES, PROBES OR
COMMUNICATIONS, OR AN IMPROPER SOLICITATION OR DISCLOSURE INVOLVING ANY OF
THE BANKS CONCERNED IN THIS TRANSACTION WILL RESULT IMMEDIATE CANCELLATION
OF THIS TRANSACTION AND SUBJECT THE VIOLATING PARTY TO DAMAGES.

BENEFICIARY’s Initials____________ Page 3 of 27 PRINCIPAL’s Initials ___________


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PROCEDURE FOR PROLONGATION OF BANK SBLC

1. WITHIN 30 DAYS BEFORE THE EXPIRATION DATE OF THE SBLC, THE BENEFICIARY SUBMITS
THE FORMAL APPLICATION TO THE PRINCIPAL BY REFERRING TO THIS AGREEMENT TO
PROLONG THE TERM OF THE SBLC FOR THE PERIOD OF THE FOLLOWING CONSECUTIVE 12
MONTHS.

2. THE REQUIREMENT TO PROLONG THE VALIDITY OF THE SBLC MAY BE SUPPORTED BY


OTHER DOCUMENTS THAT ARE PROVIDED FOR IN THE GUARANTEE, BUT IN ANY CASE, - BY
THE BENEFICIARY'S APPLICATION, WHICH SPECIFIES THE TERM FOR THE EXTENSION
REQUEST, THE REASONS FOR THE EXTENSION AND THE OBLIGATIONS OF THE BENEFICIARY
WHEN THE CONDITIONS FOR EXTENDING THE VALIDITY PERIOD OF THE SBLC ARE FULFILLED.
THIS APPLICATION MUST BE PROVIDED BOTH IN PAPER FORM AND ELECTRONICALLY, IF
THIS IS PROVIDED FOR IN THE AGREEMENT BETWEEN THE PARTIES. UPON RECEIPT OF THIS
APPLICATION, THE PRINCIPAL TAKES LEGAL RESPONSIBILITY TO INSTRUCT AND SUPERVISE
HIS BANK ACCORDING TO THE RULES OF ICC PUBLICATION №600, TO FULFIL THIS
OBLIGATION WITHIN THE GIVEN TIME-FRAME (EXPIRY/MATURITY) OF THE EXISTING
INSTRUMENT.
3. UPON RECEIPT OF THIS INSTRUCTION, ISSUING BANK RELEASES SWIFT IN FAVOR OF THE
BENEFICIARY’S RECEIVING BANK TO CHANGE THE END-TERMS OF THE SBLC.
4. AFTER RECEIVING SWIFT, THE RECEIVING BANK CONFIRMS THE ISSUING BANK THROUGH
THE SWIFT MESSAGE OF ACCEPTANCE OF THE CHANGES IN TIME-FRAME
(EXPIRY/MATURITY) OF THE EXISTING INSTRUMENT.

PRINCIPAL’S BANKING COORDINATES


1. PRINCIPAL’S BANKING COORDINATES TO ISSUE MT 799 PRE-ADVICE AND MT760

BANK NAME :
BANK ADDRESS :
SWIFT CODE :
ACCOUNT HOLDER :
ACCOUNT NO. :
BANK OFFICER NAME :
BANK OFFICER EMAIL :
BANK OFFICER PHONE / FAX :

BENEFICIARY’s Initials____________ Page 4 of 27 PRINCIPAL’s Initials ___________


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2. PROVIDER’S BANKING COORDINATES TO RECEIVE MT799 BPU, PAYMENT MT103 FOR


45% (43%+2%)
BANK NAME :
BANK ADDRESS :
SWIFT CODE :
ACCOUNT HOLDER :
LEGAL ADDRESS :
ACCOUNT NO IBAN EUR :

Dated on this __ of _________, 2022, for and on behalf of _____________

___________________________________
Represented by: Mr.
Country of Issuance:
Passport No:
Expire Date:

BENEFICIARY’s Initials____________ Page 5 of 27 PRINCIPAL’s Initials ___________


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BENEFICIARY’S BANKING COORDINATE


1. BENEFICIARY’S BANKING COORDINATES TO RECEIVE MT799 PRE-ADVICE, SBLC MT760

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

2. BENEFICIARY’S BANKING COORDINATES TO ISSUE BPU MT 799, PAYMENT MT 103 – 45% (43%+2%)

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

Dated on this __ of _________, 2022, for and on behalf of _____________

Signature in Blue Ink and Corporate's Stamp

___________________________________
Represented by: Mr.
Passport No:
Expire Date:
Country of Issuance:

BENEFICIARY’s Initials____________ Page 6 of 27 PRINCIPAL’s Initials ___________


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GENERAL PROVISIONS & CONDITIONS:


The BENEFICIARY and the PRINCIPAL do hereby agree and mutually acknowledge to each other as
follows:

1. Parties are not allowed to contact the other Party’s bank without express written permission. Any
Party attempting to do so will lead to cancellation of this Agreement and invoke the penalties
described in Paragraph 16, below. For greater clarity, any telephone calls, facsimile, or other
prohibited forms of communication shall cause the immediate cancellation of this transaction and
incur a liability for damages on the part of the breaching Party.
2. As mentioned in the Procedures above, should the BENEFICIARY default to pay the purchase price to the
PRINCIPAL as agreed upon confirmation of SBLC/SBLC MT760 in the BENEFICIARY’s bank account,
PRINCIPAL will instruct the issuing bank to put a claim on the SBLC thereby obliging the BENEFICIARY’s
Bank to return the SBLC/SBLC MT760 to the issuing Bank.
3. Party who failed to perform this contract, as well as to follow the exact time-schedules agreed
herein, shall be liable for payment of two percent (2.0%) penalty fee of the amount of tranche in
default or face value of unperformed contract (in case the contract is cancelled completely), as is the
case, and the non-performing party´s personal details (incl. copy of the passport and other
corporate information) will be submitted to the Interpol and other intergovernmental organizations
for investigation and interrogation.
4. Each Party warrants and represents that it has full power and authority to enter into this Agreement
and to perform the transaction as per the terms stated herein.
5. The Parties agree that the Non-Circumvention / Non-Disclosure rules of all issues from the
(International Chamber of Commerce) ICC up to and including the latest edition apply and shall
remain effective for a period of five years from the date of execution of this Agreement. All
information contained herein including banking information and codes are privileged information
and represent the sole property of the Party from which they originate.
6. The terms of this Agreement are binding upon the Parties whose signatures appear herein. The
Parties to this Agreement and their respective employees, agents, associates/affiliates, transferees,
assignees, or designees agree to be bound by the Non-Circumvention / Non-Disclosure and Force
Majeure provisions of the ICC as mentioned in Paragraph 5 above.
7. This Agreement is subject to the domestic laws of any country properly having jurisdiction over the
subject-matter of this Agreement. The Parties agree that they will strive to resolve all disputes
amicably. All disputes arising out of or in connection with the present Agreement that cannot be
resolved amicably shall be finally settled under the Rules of Arbitration of the International Chamber
of Commerce in Paris, France, by one or more arbitrators appointed in accordance with the said
Rules. The language of Arbitration shall be English, and the governing law shall be the law of United
Kingdom (England). The arbitration award shall be considered as final and shall be binding upon
both Parties. The arbitration fee shall be paid by the losing Party.
8. Neither Party may assign, transfer, or delegate its interest or duties without prior written consent of
the other Party. No modification, amendment or supplement of this Agreement shall be binding
unless it is in writing and signed by both the BENEFICIARY and the PRINCIPAL.
9. If any provision of this Agreement shall be or become prohibited or invalid under any applicable law,
rule, or regulation, then such provision shall be deemed ineffective to the extent of such prohibition
or invalidity only, without thereby invalidating any of the remaining terms or provisions of this

BENEFICIARY’s Initials____________ Page 7 of 27 PRINCIPAL’s Initials ___________


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Agreement.
10. Neither Party hereto is making any representation regarding the tax consequences, if any, of the
transactions envisaged herein. It is understood that the BENEFICIARY and the PRINCIPAL individually
accept responsibility and liability for any/all taxes, imposts, levies, duties, or charges that may be
applicable in the execution of their respective roles and the discharge of this Agreement.
11. The BENEFICIARY and the PRINCIPAL shall be responsible only for those commissions/fees that they
have respectively agreed, in writing, to pay.
12. Each Party shall indemnify and hold harmless the other Party against any and all claims, demands,
damages or expenses of any nature arising out of the execution or implementation of this
Agreement for a period beginning with the execution of this Agreement and ending three (3) years
after the date of the completion of all acts contemplated in this Agreement.
13. The Parties hereby agree that the Parties have entered into this private transaction at their sole
discretion and no one Party has solicited the other Party in any way neither it can be considered as
the solicitation of funds. This transaction is strictly of a private nature between the private Parties
which is being defined by this private Agreement. This transaction does not and shall not be
interpreted as the sale of securities as defined by the Securities Act of 1933/34 of the United States
of America as amended and/or any other laws of any other nation related to the securities
transaction. This transaction/Agreement is exempted from the Securities Act and would not be
required to be registered with any authority or with any government body department.
14. This Agreement embodies the entire understanding of the Parties hereto. There is no other Agreement,
understandings, representations, or warranties, whether written or oral, in effect between the Parties.
The Parties acknowledge that this Agreement is the sole governing document between the Parties. The
Parties agree that this Agreement supersedes any and all prior correspondence, Agreements, or drafts,
which shall be null and void and of no further force and effect.
15. All terms, condition and closing procedures of this Agreement shall be binding upon and inure to the
benefit of the Parties hereto, and their respective heirs, legal representative, successor, and assigns.
16. These documents may be signed in counterparts, which when taken together shall constitute an
original. This document may also be transmitted by facsimile or email and shall be deemed as
original for the purposes of enforceability. The Parties declare that they have read this entire
Agreement and have clearly understood the same to its fullest.
17. By signing this LOI / DOA, both parties agree under the laws and trading guidelines set forth by the
ICC that they are ready willing and able to complete this transaction under the terms and conditions
stated within this letter of intent.
18. 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 and National Commerce Act
or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures
(2001) and;
• 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

BENEFICIARY’s Initials____________ Page 8 of 27 PRINCIPAL’s Initials ___________


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from performing their respective obligations and duties under EDT instruments.
19. The BENEFICIARY hereby acknowledges and confirm that neither the Collateral Provider nor their
associates, nor any person on their behalf solicited him/her in any way whatsoever that can be
construed to be a solicitation herein. Both parties hereby confirm with full authority that the above
terms are agreed and acceptable.

<<<<<<<< The Reminder of Page Left Blank Intentionally >>>>>>>>

BENEFICIARY’s Initials____________ Page 9 of 27 PRINCIPAL’s Initials ___________


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CLIENT (BENEFICIARY) INFORMATION SHEET

1. Date of Submission
2. Name of Company
3. Client Name (Signatory)
4. Passport NO.
5. Country of Residence
6. Passport Issue Date
7. Passport Expiry Date
8. Date of Birth (Place)
9. Address
10. Mobile Tel Number
11. Clients Email Address
12. Do you speak English?
13. Business Name
14. Business Address
15. Registered Office Domicile
16. Business Tax ID Number
17. Years in Business SINCE
18. Registration Number
19. Country / State of Incorporation
20. CELL Number
21. Legal Adviser Mail Address
22. Address for Mail Delivery
23. Address for Courier Delivery
24. Bank Name

BUYER’S BANKING COORDINATES

Bank Name:
Bank Address:
Bank Officer:
Telephone:
Fax:
Account Name:

BENEFICIARY’s Initials____________ Page 10 of 27 PRINCIPAL’s Initials ___________


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Account Number:
ABA Routing:
SWIFT:
For the benefit of:
SIGNATORY:

BANKING MAY BE CHANGED WITH NOTICE

How were Funds earned: (3 lines of brief explanation) -


Origin of Funds:
Are funds free and clear?
Brief Overview of Corporate Activity:

Declaration: I hereby swear under penalty of perjury that I AM AND CERTAIN BOARD MEMBERS ARE
THE SIGNATORIES of the account and that the funds/asset BELONGS to (BENEFICIARY). The information
provided herein is accurate and true. All monies engaged in this transaction are derived from non-
criminal origin; and are good, clean and cleared. The origins of funds are following Anti-Money-
Laundering Policies as set forth by the Financial Action task Force (FATF) 6/01.

Dated on this __ of ________, 2022, for and on behalf of _____________ (BENEFICIARY)

Signature in Blue Ink and Corporate's Stamp

___________________________________
Represented by: Mr.
Passport No:
Expire Date:
Country of Issuance:

BENEFICIARY’s Initials____________ Page 11 of 27 PRINCIPAL’s Initials ___________


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STATEMENT OF NON-SOLICITATION OF FUNDS


Date: September 6, 2022

I, Mr. , as Account Holder and Signatory, do hereby confirm that I have requested of you and your
organization, specific confidential information, and documentation on behalf of myself regarding
currently available Project funding to serve only my interest, education, and not for further distribution.
I hereby agree that all information received form you is in direct response to my request and is not in
any way considered or intended to be a solicitation of any sort, or any type of offering, and for my
general knowledge only. I hereby affirm under penalty of perjury, that I have requested this information
from you and your organization of my choice and free will and further, and that you have not solicited
me in any way.
I hereby represent that I am not an informant, nor am I associated with any government agency of the
United States of America, or any other country, such as the Secret Service, Internal Revenue Service,
Federal Bureau of Investigation, Central Intelligence Agency, Securities and Exchange Commission,
Banking Commission, nor any agency whose purpose is to gather information regarding such offerings.
I understand that the contemplated transaction is strictly one of private placement, and is in no way
relying upon, or relating to, the United States Securities Act of 1933, as amended, or related regulations,
and does not involve the sale of securities.
Further, I hereby declare that you have disclosed that you are not a licensed Security trader, attorney,
bank officer, certified public accountant, or financial planner. Any information, work or service
conducted hereunder is that of a private individual and that this is a project funding transaction that is
exempt from the Securities Act and not intended for the general public but Private Use only.
The facsimile transmission of this document shall be considered a binding and enforceable instrument,
treated as original copy. Original may be obtained upon request.

Dated on this __ of ________, 2022, for and on behalf of _____________ (BENEFICIARY)

Signature in Blue Ink and Corporate's Stamp

___________________________________
Represented by: Mr.
Passport No:
Expire Date:
Country of Issuance:

BENEFICIARY’s Initials____________ Page 12 of 27 PRINCIPAL’s Initials ___________


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RESOLUTION OF THE BOARD OF DIRECTORS

This is to certify that a quorum of directors of (Hereinafter called the "Company") with its address:
attended in person or by telephone/video conference a Board of Directors meeting which was duly
noticed and held on 00 00, 2022. A detailed discussion regarding various issues and aspects of this
transaction was held to the full satisfaction of the Board members and the following resolutions were
unanimously adopted:

RESOLVED THAT Mr. CEO, and Authorized Signatory of , holder of Thai Passport No. , shall be and hereby
is appointed and fully authorized to act individually as sole representative of Company to execute all
necessary documents on behalf of Company in connection of the benefit of the Company for obtaining
Collateral Security, and to effect opening and operation of the bank accounts on behalf of and for
benefit of the Company at any Bank(s) she shall select and be a signatory thereon to accept and disburse
funds from said accounts at her discretion and determination, and to execute investment, with her
selected sources and Banks with respect to Company's deposits therein, at her discretion, for and in best
interest of Company.

RESOLVED THAT Mr. , CEO, and Authorized Signatory of the Company, is hereby authorized to certify
that the foregoing resolutions and provisions thereof are in conformity with the charter, by laws and
articles of incorporation of the Company, and that the foregoing resolution and the authority thereby
conveyed shall remain in full force and effect until the purposes set forth herein are accomplished.

It is further certified that the foregoing resolutions have never been modified or amended and are now
in full force and effect. The above-named representative of the company has been duly elected a
appointed to hold office, the representative is presently holding office, and is empowered to act for and
on behalf of the company. This fax or email copy of the Board Resolution shall be of equal value and
effect to the original, and shall be accepted as such by everyone, for all purposes, everywhere.

There being no further business to come before the meeting, upon the motion duly made,
seconded, and unanimously carried, the Meeting was adjourned.

In witness whereof, I have hereunto set our hand and seal of the company in our own free will and act,
in certification of the above resolutions and provisions on this November 30th , 2022

Dated on this __ of ________, 2022, for and on behalf of _____________ (BENEFICIARY)

Signature in Blue Ink and Corporate's Stamp

___________________________________
Represented by: Mr.
Passport No:
Expire Date:
Country of Issuance:

BENEFICIARY’s Initials____________ Page 13 of 27 PRINCIPAL’s Initials ___________


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ANNEX 1 - SWIFT MT799 PRE-ADVICE OF SBLC

SENDER
BANK NAME :
ADDRESS :
SWIFT CODE :
ACCOUNT NAME :
ACCOUNT NUMBER :
BANK OFFICER :
RECEIVER
BANK NAME :
ADDRESS :
SWIFT CODE :
ACCOUNT NAME :
ACCOUNT NUMBER :
BANK OFFICER :
REFERENCE : FOR THE BENEFIT OF ___________________
STANDBY LETTER OF CREDIT NO. :
CURRENCY : EURO
AMOUNT : _ _________ MILLION EURO (€500,000,000.00)
ISSUING BANK : .
ISSUE DATE :
MATURITY DATE :
EXPIRY DATE :
TRANSACTION CODE :

WE, DEUTSCHE BANK AG, WITH REGISTERED ADDRESS TAUNUSANLAGE 12, 60325 FRANKFURT AM
MAIN, GERMANY, REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY CONFIRM WITH FULL BANK
RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR CLIENT , _________ , ACCOUNT NO _____________
THAT WE ARE READY, WILLING AND ABLE TO DELIVER, VIA SBLC/SWIFT MT760 PER THE ATTACHED
WORDING, ONE (1), STANDBY LETTER OF CREDIT, IN ACCORDANCE WITH ICC PUBLICATION NO. 600,
ISSUED BY (ISSUING BANKJ) IN FAVOR OF _____________, ACCOUNT NUMBER ____________________
FOR THE BENEFIT OF ___________________WITH A PRINCIPAL FACE VALUE OF ___________ MILLION
EURO (€500,000,000.00) WITH VERBIAGE CONTAINED HEREIN OF THIS TRANSMISSION.

WE FURTHER CONFIRM THAT THE STANDBY LETTER OF CREDIT IS CASH-BACKED AND IS ASSIGNABLE,
TRANSFERABLE, DIVISIBLE AND UNCONDITIONALLY CALLABLE UPON MATURITY.
PLEASE CONFIRM, VIA SWIFT THAT YOU ARE READY TO RECEIVE AND FUND THE STANDBY LETTER OF
CREDIT.

YOURS FAITHFULLY,
FOR AND ON BEHALF OF ___________ BANK
ADRESS _________________________

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_________________________________ ______________________________
AUTHORIZED BANK OFFICER 1 <NAME, AUTHORIZED BANK OFFICER 2
TITLE, PIN CODE> <NAME, TITLE, PIN CODE>

BENEFICIARY’s Initials____________ Page 15 of 27 PRINCIPAL’s Initials ___________


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ANNEX 2 - SWIFT MT799 – BANK PAYMENT UNDERTAKING (BPU)


FROM
BANK NAME :
BANK ADDRESS :
SWIFT CODE :
BANK OFFICER :
EMAIL ADDRESS :
AMOUNT :€
ACCOUNT NAME :
ACCOUNT NUMBER :
TRANSACTION CODE :
TO
BANK NAME :
BANK ADDRESS :
SWIFT CODE
ACCOUNT NAME :
ACCOUNT NUMBER :
BANK OFFICER :
EMAIL ADDRESS :

AT THE REQUEST OF OUR CLIENT, FOR THE BENEFIT OF <PROVIDER NAME___________>, WE, HEREBY
IRREVOCABLY CONFIRM THAT WE ARE PREPARED TO UNDERTAKE THE FOLLOWING:

(1) TO RECEIVE, VIA SWIFT MT760 INTO OUR CLIENT’S ABOVE-LISTED ACCOUNT, _____________
MILLION EUROS (€500.000,000.00) CASH-BACKED, ASSIGNABLE, TRANSFERABLE, DIVISIBLE AND
UNCONDITIONAL STANDBY LETTER OF CREDIT (“€ 500 MLN SBLC”); AND,

(2) TO SWIFT TRANSFER A PRINCIPAL AMOUNT OF __________ MILLION EUROS (€___________.00),


WITHIN FIVE (5) EUROPEAN BANKING DAYS TO THE BELOW-LISTED ACCOUNT AFTER SUCCESSFULLY
RECEIVING AND AUTHENTICATING THE € 500MLN SBLC DELIVERED VIA SWIFT MT760 TO OUR
CLIENT’S ABOVE ACCOUNT.

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

WE, HEREBY CONFIRM THAT THE __________ MILLION EUROS (€_______________.00), ARE GOOD,
CLEAN AND CLEARED FUNDS DERIVED FROM A LEGAL SOURCE.

YOURS FAITHFULLY,

FOR AND ON BEHALF OF <-INSERT NAME & LOCATION OF RECEIVING BANK->

BENEFICIARY’s Initials____________ Page 16 of 27 PRINCIPAL’s Initials ___________


TRANSACTION CODE:
BENEFICIARY’S CODE:
PRINCIPAL’S CODE:

_________________________________ _________________________________
AUTHORIZED BANK OFFICER 1 <NAME, AUTHORIZED BANK OFFICER 2
TITLE, PIN CODE> <NAME, TITLE, PIN CODE>

BENEFICIARY’s Initials____________ Page 17 of 27 PRINCIPAL’s Initials ___________


TRANSACTION CODE:
BENEFICIARY’S CODE:
PRINCIPAL’S CODE:

ANNEX 3 - SWIFT MT760 DELIVERY SBLC VERBIAGE TEXT


RECEIVER’S BANK DETAILS :
BANK NAME :
BANK ADDRESS :
SWIFT CODE :
ACCOUNT NAME :
ACCOUNT NUMBER :
BANK OFFICER :
SENDER’S BANK DETAILS :
BANK NAME :
BANK ADDRESS :
BANK ACCOUNT NAME :
BANK SWIFT CODE :
BANK ACCOUNT NO. :
BANK OFFICER :
SBLC DETAILS : FOR THE BENEFIT OF _______________________(BENEFICIARY )
BANK GUARANTEE No. :
CURRENCY : EURO
AMOUNT : 500,000,000.00
DATE OF ISSUE :
DATE OF MATURITY :
PLACE OF ISSUE :
BENEFICIARY : _______________________(BENEFICIARY
TRANSACTION CODE :

For Value Received, We, The Undersigned (ISSUING BANK), with registered address at(BANK’S ADDRESS),
Hereby Irrevocable And Unconditionally , Without Protest Or Notification ,Promise To Pay Against This
Standby Letter Of Credit On First Demand , To The Order Of _______________________(BENEFICIARY) Or
His Assigns , The Bearer Or Holder Hereof, The Sum Of _________ MILLION EUROS (€500,000,000.00) In
The Lawful Currency of The European Union , Upon Presentation And Surrender Of This Guarantee At our
Offices in DEUTSCHE BANK AG At Maturity Date In One Year And One Day From <dd/mm/year >
Such Payment Shall Be Made Without Set Off, Free And Clear Of Any Deduction Or Charged, Fees, Or
Withholdings Of Any Nature And Being This Guarantee Valid Until One year and one day. After Maturity
Date And Expires Automatically And In Full If Your Written Request For Payment Made By SWIFT or Tested
TELEX Message Is Not In Our Possession On Or Before That Date.
This Standby Letter Of Credit Is Cash-Backed, Transferable, Assignable and Divisible Without
Presentation To Us Or Payment Of Any Transfer Or Assignable Or Divisible Fee.
This Standby Letter Of Credit Is Subject to The Uniform Rules For Demand Guarantee Of The
International Chamber Of Commerce (Publication No. 600/758) And Any Dispute Arising There From
Shall Be Settled Exclusively By The ICC International Court Of Arbitration (Paris France) .
This Cable Is An Operative Instrument, All Charges Are For The Account Of The Applicant.
This Letter Of Guarantee Expires On <dd/mm/year >
(ISSUING BANK), with registered address at (xxxxxxxxx).

_________________________________ _________________________________
AUTHORIZED BANK OFFICER 1 UTHORIZED BANK OFFICER 2

BENEFICIARY’s Initials____________ Page 18 of 27 PRINCIPAL’s Initials ___________


TRANSACTION CODE:
BENEFICIARY’S CODE:
PRINCIPAL’S CODE:

<NAME, TITLE, PIN CODE> <NAME, TITLE, PIN CODE>

BENEFICIARY’s Initials____________ Page 19 of 27 PRINCIPAL’s Initials ___________


TRANSACTION CODE:
BENEFICIARY’S CODE:
PRINCIPAL’S CODE:

ANNEX 4 - IRREVOCABLE FEE PROTECTION AGREEMENT

Irrevocably and unconditionally, without protest, demand, or delay, I, Mr. , the undersigned, promise
and guarantee to pay Two Percent (2%) of the face value of the instruments, for the benefit of being
hereinafter called collectively the “beneficiaries” and individually a “Beneficiary”.
The said payment shall be paid upon the successful closing of each and every tranche concurrently with
each payment of the instruments purchased by us. Further, the said consultancy fees shall be paid in
good, clean clear and unencumbered Euros and delivered, via wire transfer, to your designated bank
account coordinates.

This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee Agreement-Pay
Order” shall endure to the benefit of the beneficiaries and their respective heirs, administrators,
successors and assigns, as the case may be, and shall be binding and enforceable upon us, our
successors and assigns as the case may be, until this transaction, including any renewals, extensions and
additions are fully completed.

This Fee Agreement-Pay Order, if transmitted by facsimile or electronic mail shall be considered an
original, legally enforceable document.

Generally recognized international standards of non-circumvention and non-disclosure are applicable


for a period of 5 (five) years from the date of this document or the last date of the contract including any
renewals, extensions and additions are fully completed and we agree to respect those and even if signed
separately, is incorporated hereto by reference.

We hereby declare that we are fully aware that the information received from you is in direct response
to our request and is not in any way considered or intended to be a solicitation of funds of any sort, or
any type of offering, and is intended for our general knowledge only. We hereby affirm, under penalty of
perjury, that we have requested information from you and your organization by our choice and free will,
and further that you have not solicited us in any way. Intermediaries are NOT Advisors of any kind.

Parties to this agreement are independent contractors and all contemplated payments and/or
disbursements hereunder are divided interests. Nothing in this agreement construes or creates a
partnership or employer/employee relationship between or among the parties hereto. All taxes, federal,
state or other are the independent responsibility of each of the parties hereto.

The above stated codes, (the Beneficiary’s code : & Transaction Code: _________________________
to be provided by PRINCIPAL) and any other identification codes shall remain the same and shall not be
changed until this transaction including any renewals, extensions and additions are fully completed and
we agree to respect those.

The transaction code may be amended only by agreement between all parties hereto, to wit,
BENEFICIARY, PRINCIPAL and Beneficiaries. This transmission via facsimile will be accepted as an original
and I confirm that I have full personal and corporate authority to execute this Pay Order which will
become an Irrevocable Conditional Bank Pay Order (ICBPO) as per contract terms herein.

BENEFICIARY’s Initials____________ Page 20 of 27 PRINCIPAL’s Initials ___________


TRANSACTION CODE:
BENEFICIARY’S CODE:
PRINCIPAL’S CODE:

Irrevocable Fee Protection/Irrevocable Pay order of 2% of the face value from each and every tranche of
this transaction, including any rolls or extensions, to be paid to as follows:

TOTAL PAYMENT OF TWO PERCENT 2%) WILL SHARE BETWEEN FOLLOWING BENEFICIARIES
WITH ROLLS AND EXTENSIONS

1. PROVIDER’S AGENT PAYMASTER BANK COORDINATE TO RECEIVE 1.0% AS CONSULTANCY FEE FOR
THE FACE VALUE OF EVERY SUCCESSFULLY DELIVERED SBLC TRANCHE - CLOSED

BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
ROUTING NUMBER
SWIFT CODE
BANK OFFICER
BANK OFFICER PHONE
BANK OFFICER EMAIL
PREADVICE MUST BE SENT VIA EMAIL PRIOR TO WIRE TRANSFER WITH
SPECIAL WIRING
NOTIFICATION IMMEDIATELY UPON EACH TRANSFER PAYMENT TOGETHER
INSTRUCTIONS
WITH THE TRANSACTIONS CODES/TO EMAILS:
ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN, CLEARED,
LIEN FREE AND UNENCUMBERED. FUNDS EARNED FROM FINANCIAL
CONSULTING FEES ON COMMERCIAL ENTERPRISE OF NON-CRIMINAL AND
NON- TERRORIST ORIGIN. FOR SAME DAY TRANSFER AND IMMEDIATE SAME-
REQUIRED MESSAGE DAY VALUE CREDIT, WITH FULL TAX- FREE INDEMNITIES AND IMMUNITIES
PER UNITED NATIONS AGREEMENTS PER THE REDEMPTION AGREEMENT –
THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO THE SOURCE
OF THE FUNDS SENT TO US – THIS IS DONE WITH FULL BANKING
RESPONSIBILITY.”

BENEFICIARY’s Initials____________ Page 21 of 27 PRINCIPAL’s Initials ___________


TRANSACTION CODE:
BENEFICIARY’S CODE:
PRINCIPAL’S CODE:

BENEFICIARY/BUYER GROUP 1. Intermediaries’ paymaster bank co-ordinates to receive:


POINT Percent (1%) of SBLC Face Value for each tranche including rolls and extensions and
contract renewal.

BANK NAME
BANK ADDRESS
BANK OFFICER
EMAIL ADDRESS
BANK TELEPHONE
BANK FAX
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
SPECIALWIRE TRANSFER SLIP SHALL BE E-MAILED TO:
INSTRUCTION

REQUIRED MESSAGE “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER/CLIENT IS


KNOWN TO US AND IN GOOD STANDING. THIS TRANSFER IS DONE
WITH FULL BANK RESPONSIBILITY, AND OUR COMPLIANCE HAS
CLEARED/CHECKED THE SOURCE OF THE FUNDS, AND IT COMPLIES
FULLY WITH ANTI-MONEY LAUNDERING RULES AND REGULATIONS.

Dated on this __ of ________, 2022, for and on behalf of _____________ (BENEFICIARY)

Signature in Blue Ink and Corporate's Stamp

___________________________________
Represented by: Mr.
Passport No:
Expire Date:
Country of Issuance:

BENEFICIARY’s Initials____________ Page 22 of 27 PRINCIPAL’s Initials ___________


TRANSACTION CODE:
BENEFICIARY’S CODE:
PRINCIPAL’S CODE:

SIGNING PAGE

Both parties agreed, if the BENEFICIARY’s bank does not issue BANK PAYMENT UNDERTAKING (BPU)
via SWIFT MT799 within three (3) banking days of the beneficiary has received the PRINCIPAL’S
corporate invoice, will result immediate cancellation of this transaction and subject the violating party
to damages. (ITEM 2 & 3 GENERAL PROVISIONS & CONDITIONS)

Dated on this __ of ________, 2022, for and on behalf of _____________ (BENEFICIARY)


Signature in Blue Ink and Corporate's Stamp

___________________________________
Represented by: Mr.
Passport No:
Expire Date:
Country of Issuance:

Dated on this __ of ________, 2022, for and on behalf of _____________ (Principal)

___________________________________
Represented by: Mr.
Passport No:
Expire Date:
Country of Issuance:

BENEFICIARY’s Initials____________ Page 23 of 27 PRINCIPAL’s Initials ___________


TRANSACTION CODE:
BENEFICIARY’S CODE:
PRINCIPAL’S CODE:

PRINCIPAL’S COLOR PASSPORT COPY

BENEFICIARY’s Initials____________ Page 24 of 27 PRINCIPAL’s Initials ___________


TRANSACTION CODE:
BENEFICIARY’S CODE:
PRINCIPAL’S CODE:

PRINCIPAL CERTIFICATE OF INCORPORATION

BENEFICIARY’s Initials____________ Page 25 of 27 PRINCIPAL’s Initials ___________


TRANSACTION CODE:
BENEFICIARY’S CODE:
PRINCIPAL’S CODE:

BENEFICIARY’S COLOR PASSPORT COPY

BENEFICIARY’s Initials____________ Page 26 of 27 PRINCIPAL’s Initials ___________


TRANSACTION CODE:
BENEFICIARY’S CODE:
PRINCIPAL’S CODE:

BENEFICIARY CERTIFICATE OF INCORPORATION

BENEFICIARY’s Initials____________ Page 27 of 27 PRINCIPAL’s Initials ___________

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