BPM Properties€¦ · Web viewWe confirm that the Provider/Monetizer, without protest, delays or reservations, under contractual obligation, will immediately arrange to monetize

1/24/2019

Euro Bond Lease – Monetize - Trade2019 Offer #12419

BPM Properties Financial

IMPORTANT INFORMATION THE PROVIDERThe Euro Bond will be issued by one of the top rated, well respected Financial Instrument Provider.

THE FINANCIAL INSTRUMENTInstead of a SBLC/BG, a Euro Bond issued in the name of the client by Barclays, and posted on Euroclear, with ISIN.

NOTE: This Euro Bond cannot be cashed /monetized by any Bank or Institution, it is coded, and therefore it can only be monetized by the Provider's appointed Monetizer (through a London Bank)

MINIMUM CONTRACT VALUEMinimum Contract value = 100 Million USD/EuroFor contracts over 5 Billion: Please contact us.

Tranche Sizes: Please contact us.

APPLICATION REQUIREMENTSThe following requirements must be fully adhered to. If any of the information or documents are missing, we cannot proceed with your application.

1.) A fully completed, signed, initialled DOA including Buyers Passport Copy. (TEMPLATE INCLUDED)2.) Confiming Fee of 1% Letter issued and signed by the Client. (TEMPLATE INCLUDED)3.) Preliminary POF showing the client has the required funds to pay for the Euro-Bond.

FIRST MOVE BY PROVIDER THE PROVIDER WILL EMAIL DIRECT TO THE LESSEE, THE DOCUMENTS PERTAINING TO THE EURO BOND ISSUED FROMBARCLAYS BANK, LONDON.

LESSEE SHALL LODGE THE DOCUMENTS WITH THEIR BANK, FOR BANK TO BANK VERIFICATION AND CONFIRMATION.THE DOCUMENTS WILL CONTAIN THE ISIN NUMBER OF THE EURO BOND THAT IS USED FOR UNDERWRITTING THE TRANSACTION.

ALL RELEVANT INFORMATION NECESSARY FOR THE CONFIRMATION OF THE EURO BOND BY THE RECEIVING BANK OFFICER WITH BARCLAYS BANK OFFICER, WILL BE INCLUDED IN THIIS DOCUMENT TO FACILITATE THE BANK TO BANK CONFIRMATION.

COMMISSIONS AVAILABLE1% Commission is available to the Buyers introducing agent. (If applicable.)

MONETIZINGWITHIN 3/4 INTERNATIONAL BANKING DAYS FOLLOWING RECEIPT, VERIFICATION, AUTHENTICATION AND CONFIRMATION OF EURO-BOND IN LESSEES BANK ACCOUNT WITH THE (ISIN) LESSEES BANK WILL PAY FOR MONETIZATION FEES OF 1% OF THE FACE VALUE OF THE EURO-BOND AS COST OF MONETIZATION FEES TO THE MONETIZER.

UPON RECEIPT, VERIFICATION AND CONFIRMATION OF THE MONETIZATION FEES FROM THE LESSEES BANK.THE LESSORS BANK SHALL MONETIZE THE EURO-BOND AND RELEASE THE 96% PAYMENT AGREED OF THE EURO-BOND FACE VALUE TO LESSEE‘S DESIGNATED ACCOUNT [LESSEES MT103 ACCOUNT---] VIA UNCONDITIONAL MT103/TT AND 4% AS CONSULTANCY FEE DISTRIBUTED TO THE AGENTS‘ PAYMASTER ACCOUNTS IN THE IMFPA.

TRADINGThe loaned funds are cash funds and must go into PPP, subject to PPP program availability.

COMMISSIONS AVAILABLE1% Commission is available to the Buyers introducing agent. (If applicable.)

Thank you for your interest.BPM Financial Client Support

This Confirmation Letter from the Buyer to the Provider must be included with the DOA at time the DOA is submitted.

LESSEE LETTERHEAD PAPER

Mr Takanobu InadaFinancial Euro Bond providerJapan

Dear Mr Takanobu Inada

Upon receiving the countersigned DOA, we confirm with personal & corporate responsibility that we await receiving the EURO BOND, leased out by BARCLAYS BANK, LONDON for value € 250 Million Euros in our company name …………………………………….., and other bank details via email attachment from the Provider.

After authentication, verification and confirmation of the EURO BOND by our Bank Officers, we will instruct our Bank to transfer the 1% monetization/insurance charges to the Provider’s account.

We understand as per the following conditional and contractual provisions on the DOA procedure:

“UPON RECEIPT, VERIFICATION AND CONFIRMATION OF THE MONETIZATION FEES FROM THE LESSEES BANK.THE LESSORS BANK SHALL MONETIZE THE EURO-BOND AND RELEASE THE 96% PAYMENT AGREED OF THE EURO-BOND FACE VALUE TO LESSEE‘S DESIGNATED ACCOUNT [LESSEES MT103 ACCOUNT---] VIA UNCONDITIONAL MT103/TT AND 4% AS CONSULTANCY FEE DISTRIBUTED TO THE AGENTS‘ PAYMASTER ACCOUNTS IN THE IMFPA”

We confirm that the Provider/Monetizer, without protest, delays or reservations, under contractual obligation, will immediately arrange to monetize the € 500 Million Euro Bond to100% liquid cash funds, of which, 96%will be paid into our bank account, and 4% commission will be paid to the introducing Agents on the Provider’s & Lessee sides as set out in the IMFPA of the DOA.

Yours faithfully

_____________________________________

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

WITNESS BY:

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

(BUYER’S LETTERHEAD) TRANSACTION CODE: [PROVIDER TO COMPLETE]SELLER’S CODE: BUYER’S CODE:

DEED OF AGREEMENT TO: EURO-BOND PROVIDER

DATE OF AGREEMENT: [PROVIDER TO COMPLETE]

THIS DEED OF AGREEMENT (HEREINAFTER REFERRED TO AS “AGREEMENT”) IS EXECUTED WITHOUT PREJUDICE OR CONFLICT OF INTEREST, DULY UNDERSTOOD AND SIGNED BY BOTH PARTIES ACTING AT THEIR OWN ACCORD ON THE DATE OF THIS AGREEMENT BY AND BETWEEN:

THE LESSOR

COMPANY NAME

COMPANY ADDRESS

CO. REG. NO.

REPRESENTED BY

POSITION

NATIONALITY

PASSPORT NO.

BUSINESS PHONE

BUSINESS FAX

OPERATING E-MAIL

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

AND THE LESSEE

COMPANY NAME

COMPANY ADDRESS

CO. REG. NO.

REPRESENTED BY

POSITION

NATIONALITY

PASSPORT NO.

BUSINESS PHONE

BUSINESS FAX

OPERATING E-MAIL

HEREIN NAMED NEW ISSUED EURO-BOND RECEIVER AS THE "LESSOR", 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”.

SELLER’s initials: Page 1 of 22 BUYER’s initials:

UNAUTHORIZED CONTACTS TO PROVIDER’S BANKS ARE NOT ALLOWED


DESCRIPTION OF INSTRUMENTS

1 INSTRUMENT EURO-BOND, ICC 758/600 FORMAT, CASH BACKED,2 TOTAL FACE VALUE € XXX MILLION/BILLION EURO/USD R & E3 FIRST TRANCHE €XXXM – (XXXX HUNDRED MILLION )4 CURRENCY EURO ( € )5 ISSUING BANK XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX6 AGE ONE YEAR AND ONE MONTH 7 MONETIZATION RATE 1% (ONE PER CENT) OF FACE VALUE8 COMMISSION FEES 4% (FOUR PER CENT)9 L T V RATE 100%

10 DELIVERY MODE EURO- BOND11 PAYMENT BY UNCONDITIONAL MT103 OR WIRE TRANSFER/TT

12 LEASE INTEREST & CAPITAL REPAYMENT

(MONETIZED FACE VALUE BOND + LEASE FEE OF 5% TO BE PAID BACK TO LESSOR , AFTER ONE YEAR AND ONE DAY VIA MT103 CASH TRANSFER

12 HARD COPY ORIGINAL HARD COPY BY BANK BONDED COURIER WITHIN 7 BANKING DAYS.

TRANSACTION PROCEDURES:

1. LESSEE SUBMITS TO LESSOR THIS SIGNED AGREEMENT, TOGETHER WITH FULL BANKING COORDINATES AND INCLUDE THE FOLLOWING:

1.1 LETTER OF INTENT/CONTRACT (LOI) 1.2 CLIENT INFORMATION SHEET (CIS)

1.3 CORPORATE BOARD RESOLUTION (CBR) 1.4 NON-SOLICITATION STATEMENT (NS) 1.5 NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT (NCND)1.6 IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) 1.7 LESSEE SIGNATORY AND COLOR COPY OF PASSPORT (PPT)1.8 LESSEE COMPANY INCORPORATION CERTIFICATE (CERT)

2. AFTER COMPLETED SOFT DUE DILIGENCE, LESSOR COUNTERSIGNS THIS AGREEMENT, WITH FULL BANKING COORDINATES AND INTERNATIONAL PASSPORT, COMPANY INCORPORATION CERTIFICATE AND IT THUS BECOMES A FULLY BINDING COMMERCIAL CONTRACT AND RETURNS IT TO LESSEE.

3 THE PROVIDER WILL EMAIL DIRECT TO THE LESSEE, THE DOCUMENTS PERTAINING TO THE EURO BOND ISSUED FROM

BARCLAYS BANK, LONDON. LESSEE SHALL LODGE THE DOCUMENTS WITH THEIR BANK, FOR BANK TO BANK VERIFICATION AND CONFIRMATION.

4 THE DOCUMENTS WILL CONTAIN THE ISIN NUMBER OF THE EURO BOND THAT IS USED FOR UNDERWRITTING THE TRANSACTION.

5. ALL RELEVANT INFORMATION NECESSARY FOR THE CONFIRMATION OF THE EURO BOND BY THE RECEIVING BANK OFFICER WITH BARCLAYS BANK OFFICER, WILL BE INCLUDED IN THIIS DOCUMENT TO FACILITATE THE BANK TO BANK CONFIRMATION.

6 WITHIN 3/4 INTERNATIONAL BANKING DAYS FOLLOWING RECEIPT, VERIFICATION, AUTHENTICATION AND CONFIRMATION OF EURO-BOND IN LESSEE’S BANK ACCOUNT WITH THE (ISIN) LESSEE’S BANK WILL PAY FOR MONETIZATION FEES OF 1% OF THE FACE VALUE OF THE EURO-BOND AS COST OF MONETIZATION FEES TO THE MONETIZER.




7 UPON RECEIPT, VERIFICATION AND CONFIRMATION OF THE MONETIZATION FEES FROM THE LESSEES BANK.THE LESSORS BANK SHALL MONETIZE THE EURO-BOND AND RELEASE THE 96% PAYMENT AGREED OF THE EURO-BOND FACE VALUE TO LESSEE‘S DESIGNATED ACCOUNT [LESSEES MT103 ACCOUNT---] VIA UNCONDITIONAL MT103/TT AND 4% AS CONSULTANCY FEE DISTRIBUTED TO THE AGENTS‘ PAYMASTER ACCOUNTS IN THE IMFPA.

8 WITHIN SEVEN (7) BANKING DAYS OF MONETIZATION, LESSOR’S ISSUING BANK [ISSUING BANK-------------------] SHALL DELIVER THE EURO-BOND HARD COPY ORIGINAL TO LESSEE’S DESIGNATED RECEIVING ACCOUNT [LESSEE BANK------------------] BY BANK BONDED COURIER.

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

10 NOTE: THE MONETIZED AMOUNT (100% OF FACE VALUE LOAN) + INTEREST ON LOAN OF 5% IS PAYABLE BACK TO THE LESSEE ACCOUNT AT THE END OF ONE YEAR AND ONE DAY VIA MT103 ELECTRONIC TRANSFER. THE LOAN IS EXTENDABLE BY MUTUAL CONSENT AND FURTHER AGREEMENT.

11 ANY UNAUTHORIZED BANK CALLS, PROBES OR COMMUNICATIONS, OR AN IMPROPER SOLICITATION OR DISCLOSURE INVOLVING ANY OF THE BANKS CONCERNED IN THIS TRANSACTION WILL RESULT IN IMMEDIATE CANCELLATION OF THIS TRANSACTION AND SUBJECT THE VIOLATING PARTY TO DAMAGES.

12 SHOULD LESSEE DEFAULT TO PAY ACCORDING TO AS AGREED, IN THE CONTRACT, THE LESSOR WILL INSTRUCT THE ISSUING BANK TO PUT A CLAIM ON THE EURO-BOND AND THEREBY FORCING THE LESSEE'S BANK TO RETURN THE EURO-BOND BY SWIFT TO THE ISSUING BANK, RAISE A FRAUD ALERT AND INSTITUTE LEGAL ACTION.

* SPECIAL INSTRUCTION: THE BENEFICIARY OF THE EURO-BOND WILL BE:

[NAME OF BENEFICIARY COMPANY HERE ----------------]

LESSEE´S OBLIGATIONS:

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

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

LESSOR´S OBLIGATIONS:

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

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

PENALTY CLAUSE FOR NON-PERFORMANCE

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




AGREEMENT. SAID 0.75% WILL BE DIVIDED ACCORDING TO THE PERCENTAGE DELINEATED DISTRIBUTIONS IN THE IRREVOCABLE MASTER FEE PROTECTION AGREEMENT.

SPECIAL CONDITIONS:

ANY UNAUTHORIZED CALLS BY ANY PARTY OR ITS REPRESENTATIVE LAWYERS TO PROBE OR COMMUNICATION IN AN IMPROPER WAY TO SELLER OR BUYER’S BANK(S) IN THIS TRANSACTION SHALL BE PROHIBITTED AND CONTRACT TERMINATED.

THIS TRANSACTION CONSTITUTES A PRIVATE PLACEMENT FOR BANK INSTRUMENTS BETWEEN THE PARTIES AND SHALL NOT BE CONSTRUED AS A SECURITY TRANSACTION DESCRIBED IN THE UNITED STATES SECURITIES ACT OF 1933 AS AMENDED OR UNDER THE LAWS OF ANY OTHER NATION.

FACSIMILE, E-FAX OR E-MAIL TRANSMISSION AND COPIES OF THIS DOCUMENT, WHEN FULLY EXECUTED ARE TO BE CONSIDERED ORIGINAL AND BINDING DOCUMENTS.

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

BOTH LESSOR AND LESSEE JOINTLY AND SEVERALLY COVENANT AND UNDERTAKE TO ENSURE THAT THEIR RESPECTIVE OBLIGATIONS UNDER THIS CONTRACT ARE MET. FAILURE TO PERFORM THEIR OBLIGATION UNDER THIS CONTRACT WILL SUBJECT TO DAMAGES IN THE AMOUNT OF TWO PERCENT (2%) OF FACE VALUE OF THE BG TO THE INJURED PARTY WITHOUT RECOURSE.

ARBITRATION:

ALL DISPUTES AND QUESTIONS WHATSOEVER WHICH ARISES BETWEEN THE PARTIES TO THIS AGREEMENT AND TOUCHING ON THIS AGREEMENT ON THE CONSTRUCTION OR APPLICATION THEREOF OR ANY ACCOUNT COST, LIABILITY TO BE MADE HEREUNDER OR AS TO ANY ACT OR WAY RELATING TO THIS AGREEMENT SHALL BE SETTLED BY THE ARBITRATION IN ACCORDANCE WITH THE ARBITRATION LAWS OF THE ICC.

THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT AND UNDERSTANDING CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES AND REPLACES ALL PRIOR NEGOTIATIONS AND PROPOSED AGREEMENTS, WRITTEN OR ORAL.

NEITHER OF THE PARTIES MAY ALTER, AMEND, NOR MODIFY THIS AGREEMENT, EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY BOTH PARTIES. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF UNITED KINGDOM. IN THE EVENT THAT EITHER PARTY SHALL BE REQUIRED TO BRING ANY LEGAL ACTIONS AGAINST THE OTHER IT ENFORCE ANY OF THE TERMS OF THIS AGREEMENT THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER REASONABLY ATTORNEY FEES AND COSTS.

NO N - C I R C U M V E N T I O N & NO N - DI S C L O S U RE:

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

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

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK




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

CONFIRMED AND SIGNED ON _________TH, 2018, FOR AND BEHALF OF LESSEE (RECEIVER):

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

CONFIRMED AND SIGNED ON _________TH, 2018, FOR AND ON BEHALF OF LESSOR (PROVIDER):






BANKING INFORMATION:

THE LESSOR AND LESSEE AGREE TO THE FOLLOWING BANKING CO-ORDINATES PERTAINING TO THE AGREEMENT HEREIN ABOVE STATED:LESSEE'S BANK ING COORDINATES : LESSEE’S BANK COORDINATES: TO RECEIVE EURO BOND

BANK NAME

BANK ADDRESS

BANK OFFICER

ACCOUNT NUMBER

ACCOUNT NAME

ACCT. SIGNATORY

BANK OFFICERBANK TELEPHONEBANK FAX

LESSEE’S BANK COORDINATES: TO TRANSMIT 1% MONETIZATION FEESBANK NAME

BANK ADDRESS

BANK OFFICER

ACCOUNT NUMBER

ACCOUNT NAME

ACCT. SIGNATORY


LESSOR'S BANK ING COORDINATES : LESSOR’S BANK COORDINATES: TO ISSUE EURO BOND

BANK NAME

BANK ADDRESS

BANK OFFICER

ACCOUNT NUMBER

ACCOUNT NAME

ACCT. SIGNATORY


IMPROPER RELEASE OF THE ABOVE BANKING INFORMATION, FOR ANY REASON, WITHOUT THE WRITTEN PRIOR AUTHORIZATION OF OTHER PARTY, SHALL BE CONSIDERED AS A BREACH OF CONTRACT AND WILL MAKE A DEFAULTED PARTY TO BE ACTIONABLE FOR DAMAGES SUSTAINED. EACH PARTY IS NOT ALLOWED TO CONTACT THE OTHER PARTY'S BANK WITHOUT EXPRESSED WRITTEN PERMISSION. ANY SELLERT TEMPTING TO DO SO WILL LEAD TO T HE CANCELLATION OF THIS TRANSACTION/AGREEMENT.




CL IEN T INFOR MA TION SHEETCORPORATE INFORMATION

FULL NAME OF CORPORATION :

DATE OF INCORPORATION :

INCORPORATED IN :

REGISTRATION NUMBER :

REGISTRATION ADDRESS :

POST ADDRESS :

REPRESENTED BY :

TITLE :

PASSPORT NUMBER :

NATIONALITY

ISSUED FROM :

ISSUING DATE :

EXPIRY DATE :

OPERATING TELEPHONE :

OPERATING FAX

OPERATING EMAIL :

BANKING INFORMATION:

BANK NAME :

BANK ADDRESS :

SWIFT CODE

ACCOUNT NUMBER :

ACCOUNT NAME :

ACCOUNT SIGNATORY NAME :

BANK OFFICER NAME :

BANK TELEPHONE NUMBER :

BANK FAX NUMBER :

BANK OFFICER’S E-MAIL :

FOR AND BEHALF OF LESSEE:

_____________________________________ NAME: TITLE: PASSPORT NUMBER: ISSUING DATE: EXPIRY DATE: RESOLUTION OF THE BOARD OF DIRECTORS




THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF __________, HAVING IT’S ADDRESS AT _____________, (HEREINAFTER REFERRED TO AS THE “COMPANY”) HAVING A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON ______________, 2018, AT THE COMPANY’S ABOVE REFERENCED ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT:

RESOLVED: THAT MR. __________, HOLDER OF _______ PASSPORT NUMBER: _______, _______ AND AUTHORIZED SIGNATORY FOR AND ON BEHALF OF THE COMPANY, WAS FULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE AUTHORIZED SIGNATORY OF THE COMPANY TO EXECUTE ALL NECESSARY DOCUMENTS ON BEHALF OF THE COMPANY IN CONNECTION WITH BANK INSTRUMENTS TRANSACTIONS AND TO EFFECT THE OPENING AND OPERATION OF BANK ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE COMPANY AT ANY BANK(S) HE SHALL SELECT, AND BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS DISCRETION AND DETERMINATION, AND TO EXECUTE CONTRACTS WITH HIS SELECTED SOURCES AND BANKS THEREIN, AT HIS DISCRETION, FOR AND IN THE BEST INTEREST OF THE COMPANY.

THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN CONFORMITY WITH THE CHARTER, BY LAWS AND ARTICLES OF INCORPORATION OF THE COMPANY, AND THAT THE FOREGOING RESOLUTION AND THE AUTHORITY THEREBY CONVEYED SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE PURPOSE SET FORTH HEREIN ARE ACCOMPLISHED.

IT IS FURTHER CERTIFIED THAT THIS CORPORATE RESOLUTION’S EMAIL OR PHOTOCOPIES SHALL BE OF EQUAL VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES, EVERYWHERE.

IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS DATE:


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





NON SOLICITATION STATEMENT

I, MR. _______, AS PRESIDENT, ACCOUNT SIGNATORY AND AUTHORIZED SIGNATORY OF _________________, DO HEREBY CONFIRM THAT I HAVE REQUESTED OF YOU AND YOUR ORGANIZATION, SPECIFIC CONFIDENTIAL INFORMATION AND DOCUMENTATION ON BEHALF OF OURSELVES REGARDING CURRENTLY AVAILABLE PRIVATE FINANCIAL OPPORTUNITIES TO SERVE ONLY OUR INTEREST, EDUCATION, AND NOT FOR FURTHER DISTRIBUTION.

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

I UNDERSTAND THAT THE CONTEMPLATED TRANSACTION IS STRICTLY ONE OF PRIVATE PLACEMENT, AND IS IN NO WAY RELYING UPON, OR RELATING TO, THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR RELATED REGULATIONS, AND DOES NOT INVOLVE THE SALE OF SECURITIES.

FURTHER, I HEREBY DECLARE THAT YOU HAVE DISCLOSED THAT YOU ARE NOT A LICENSED SECURITY TRADER, ATTORNEY, BANK OFFICER, CERTIFIED PUBLIC ACCOUNTANT OR FINANCIAL PLANNER. ANY INFORMATION, WORK OR SERVICE CONDUCTED HEREUNDER IS THAT OF A PRIVATE INDIVIDUAL AND THAT THIS IS A PROJECT FUNDING TRANSACTION THAT IS EXEMPT FROM THE SECURITIES ACT AND NOT INTENDED FOR THE GENERAL PUBLIC BUT PRIVATE USE ONLY.

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

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


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





NON-CIRCUMVENTION AND NON-DISCLOSURE

ALL PARTIES DO HEREIN AGREE THAT THE NON-CIRCUMVENTION AND NON-DISCLOSURE RULES (NCND) OF ALL ISSUES FROM THE ICC 458 APPLY TO THIS TRANSACTION FOR A PERIOD OF FIVE (5) YEARS FROM DATE OF EXECUTION OF THIS AGREEMENT BY THE UNDERSIGNED, HIS OR HER ASSIGNS, AGENTS AND/OR HEIRS.

THIS NCND ALSO APPLIES TO ANY AND ALL OTHER TRANSACTIONS DIRECT OR INDIRECT INITIATED BY THESE INTERMEDIARIES.

THE UNDERSIGNED AGREES THAT THIS FEE PROTECTION IS ASSIGNABLE AND TRANSFERABLE TO THE BENEFICIARIES, DESIGNS, HEIRS & ASSIGNS UPON WRITTEN NOTICE OF ALL PARTIES AND SHALL NOT BE AMENDED WITHOUT THE EXPRESS WRITTEN CONSENT OF THE PARTIES. IF NO CONTRACT IS CONSUMMATED, THIS FEE PROTECTION AGREEMENT IS NULL AND VOID IN ITS ENTIRETY.

ALL DISCLOSED BANKING INFORMATION SHALL BE STRICTLY CONFIDENTIAL. NO COMMUNICATION BETWEEN BANKING OFFICERS. OTHER THAN TRANSMISSION BY SWIFT WIRE TRANSFER AND ANY OTHER TRANSMISSION SPECIFICALLY AUTHORIZED BY THE BENEFICIARIES, IS PERMITTED. ALL COMMUNICATIONS SHALL CLEARLY REFERENCE THE TRANSACTION CODE, THE SELLER'S CODE AND THE BUYER'S CODE REFERRED TO HEREIN.

SHOULD A CONTRACT BE SIGNED BETWEEN THE SELLER AND THE BUYER, A BANK ENDORSED CORPORATE PAY ORDER WILL BE ISSUED TO THE PAYMASTER OF EACH GROUP, FOLLOWED BY A SWIFT WIRE TRANSFER TO THE PAYMASTER'S ACCOUNT, WHEN PAYMENT FOR THE BANK INSTRUMENT IS COMPLETED.

AN EXECUTED FACSIMILE OR EMAIL COPY SHALL BE DEEMED TO BE AS AN ORIGINAL.









LESSEE’S PASSPORT COPY




LESSEE‘S COMPANY CERTIFICATE




LESSOR’S PASSPORT COPY




LESSOR‘S COMPANY CERTIFICATE




IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

BOTH LESSOR AND LESSEE AGREE THAT THE LESSEE’S AGENT AND LESSOR’S AGENT ARE ENTITLED TO 4% OF THE EURO-BOND FACE VALUE OF THE INSTRUMENT AS COMMISSION FEE.

THE COMMISSION FEES WILL BE RECEIVED BY LESSEE’S AGENT AND LESSOR’S ONLY AS SPECIFIED HERE BELOW. THE LESSOR UNDERTAKES TO PAY COMMISSIONS.

THE PARTIES AGREE THAT THE COMMISSION FEES STATED ARE COMPENSATION FOR SERVICES RENDERED AND ARE IRREVOCABLY AND UNCONDITIONALLY GUARANTEED TO BE PAID BY THE LESSOR TO THE AGENTS OR INTERMEDIARIES LISTED IN THIS IMFPA BY WIRE TRANSFER FOLLOWING MONETIZATION AFTER THE LESSEE’S PAYMENT OF 1% OF THE FACE VALUE OF THE EURO BOND AS MONETIZATION FEE TO THE LESSOR FOR THIS TRANSACTION OF THE EURO-BOND. THE COMMISSION FEES WILL BE FREE OF LEGAL IMPEDIMENT AND FREE OF ANY DEDUCTIONS, EXCLUDING BANK TRANSFER FEES, FOR THIS AND ALL SUBSEQUENT TRANSACTIONS BETWEEN THE PARTIES.

IN CONSIDERATION OF THE MUTUAL BENEFITS TO BE DERIVED BY THE ASSOCIATES OR AFFILIATED INDIVIDUALS, AGENTS, COMPANIES, DESIGNEES, TRUSTEES OR EXECUTORS, IT IS UNDERSTOOD AND AGREED THAT THE PARTIES HERETO ARE MUTUALLY DESIROUS OF EFFECTING THIS BUSINESS TRANSACTION IN CO-OPERATION WITH ONE ANOTHER FOR THEIR MUTUAL BENEFIT AND ALL SIGNATORY PARTIES AGREE TO ABIDE BY THE FOLLOWING TERMS AND CONDITIONS:

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

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

3. THE PARTIES HERETO AGREE THAT ALL COMMISSIONS OR FEES AS AGREED BY THE PARTIES SHALL BE PAID IN FULL AT THE END OF EVERY TRANSACTION.

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

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

6. THIS AGREEMENT SHALL BE RESPECTED AND HONORED AT ALL TIMES, UNLESS OTHERWISE MUTUALLY AGREED UPON AND ANY PARTY WILL PERMIT NO ATTEMPT OR HINT OF CIRCUMVENTION.

EACH OF THE ABOVE PARTIES AGREES AND UNDERSTANDD THAT ANY OVERT OR COVERT ACTION OF CIRCUMVENTION PRESCRIBED BY THIS AGREEMENT SHALL BE A FRAUDULENT ACT AGAINST THE OTHER PARTY AND WILL BE SUBJECT TO JUDICIAL ACTION, RECOMPENSE FOR DAMAGES, POSSIBLE PUNITIVE DAMAGES AND INJUNCTIVE RELIEF IMPOSED BY THE LEGAL PROCESS.

BOTH PARTIES HEREBY AGREE THAT THE INTERMEDIARY REFERRED TO IN THIS FPA SHALL BE AS FOLLOWS:

LESSOR’S ACCOUNT TO PAY 3% COMMISSION FEE TO CONSULTANTS

BANK NAME

BANK ADDRESS

SWIFT CODE

ACCOUNT NAME




ACCOUNT NUMBER

BANK OFFICER

LESSOR’S AND LESSEE’S AGENTS ARE TO RECEIVE TOGETHER 4% OF THE FACE VALUE OF THE EURO BOND AS COMMISSION FEES.

PROVIDER’S AGENT BANK COORDINATE TO RECEIVE 1.00% AS CONSULTANCY FEE FOR THE FACE VALUE OF EVERY SUCCESSFULLY DELIVERED EURO BOND TRANCHE - CLOSED

BANK NAME

BANK ADDRESS

SWIFT CODE

ACCOUNT NAME CLOSEDACCOUNT NUMBER

BANK OFFICER

BANK OFFICER EMAIL

BANK TELEPHONE

RECEIVER SIDE COMMISSION FOR 3% TO BE SHARED AS FOLLOWS:

RECEIVER AGENTS BANK COORDINATE TO RECEIVE 1.00% AS CONSULTANCY FEE FOR THE FACE VALUE OF EVERY SUCCESSFULLY DELIVERED EURO BOND TRANCHE – CLOSED

BANK NAME CLOSEDBANK ADDRESS

SWIFT CODE

ACCOUNT NAME

ACCOUNT NUMBER

BANK OFFICER

BANK OFFICER EMAIL

BANK TELEPHONE

RECEIVER AGENTS BANK COORDINATE TO RECEIVE 1.00% AS CONSULTANCY FEE FOR THE FACE VALUE OF EVERY SUCCESSFULLY DELIVERED EURO BOND TRANCHE – CLOSED

BANK NAME CLOSEDBANK ADDRESS

SWIFT CODE

ACCOUNT NAME




ACCOUNT NUMBER

BANK OFFICER

BANK OFFICER EMAIL

BANK TELEPHONE

RECEIVER AGENTS BANK COORDINATE TO RECEIVE 1.00% AS CONSULTANCY FEE FOR THE FACE VALUE OF EVERY SUCCESSFULLY DELIVERED EURO BOND TRANCHE – OPEN

BANK NAME OPENBANK ADDRESS

SWIFT CODE

ACCOUNT NAME

ACCOUNT NUMBER

BANK OFFICER

BANK OFFICER EMAIL

BANK TELEPHONE

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

IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED AS OF THE EFFECTIVE DATE OF 00TH MONTH, 2018 BY THEIR DULY AUTHORIZED REPRESENTATIVES.









END OF DOCUMENT



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