date: 24 june 2012 draft p… · web viewin order to receive via swift.mt760 into our customer’s...

AGREEMENT OF THE PURCHASE OF SBLC/BG

TRANSACTION CODE :

Date: 18 May 2023 To: Provider

REQUEST USD/EURO XXX.XXX.XXX SBLC

LETTER OF INTENT

I, XXXX with XXXX passport number XXXX, 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 clean, clear, good and of non-criminal USD/EURO

WHEREAS, the Receiver desires to purchase a collateral facility from Issuer, 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 purchase.

WHEREAS, the Issuer accepts Receiver’s application for the collateral facility, in form of BG/SBLC, by issuing and transferring to the Receiver 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 and arrange through associates, contracts and sources, with full corporate responsibility, such financial instrument(s) as required and as per terms mutually agreed herein. The Issuer hereby declares, under full penalty of perjury, that each BG/SBLC will be backed by good, clean, cleared, and of non-criminal origin cash USD/EURO funds, free and clear of all liens, encumbrances and any third party interests.

NOW THEREFORE, the Receiver has agreed to receive the instrument(s) and the Issuer has agreed to issue/deliver said instruments based on the following terms and conditions:

INSTRUMENT DESCRIPTION:

Instrument Type: BG/SBLC - CASH BACKED- ICC Format Bank STANDARD CHARTERED BANK (Singapore)Term: One (1) year and one (1) day Age: Newly IssuedIssuing Bank: STANDARD CHARTERED BANK (Singapore)Interest Rate: Zero percent (0%)Price 10%+3% (13%)Contract amount: USD/EURO XXX, XXX, XXX First Tranche: USD/EURO XXX, XXX, XXX Denominations: USD/EUROConsultant Fees: 3% Payment: By unconditional SWIFT Wire Transfer – MT103.

1/30Provider’s Initial Receiver’s Initial


TRANSACTION CODE :

PROVIDER BG / SBLC MT760:

BANK NAME:BANK ADDRESS:SWIFT: ACCOUNT NAME:ACCOUNT NO:BANK OFFICER:TELEPHONE:EMAIL :FAX:

AND

RECEIVER BG/SBLC




TRANSACTION CODE :

TRANSACTION PROCEDURE:

1 The “PROVIDER” and “RECEIVER” execute this agreement and both parties sign complete contract.

2. Within three (3) banking days, the Receiver shall instruct the receiving bank to issue PAYMENT UNDERTAKING via MT 799 Block Funds (BPU) to the Issuer’s designated bank for verification. (As per Appendix A) and sends a copy of BPU to Provider via Provider sub Agent’s email

3. Within five (5) banking days upon verification of the PAYMENT UNDERTAKING MT799 BPU, Provider will instruct the issuing bank to issue and deliver the Standby Letter of Credit by MT760 to Receiver’s designated bank for verification and authentication. (As per Appendix B)

4. Within 3 banking days upon verification and authentication and validation of the Standby Letter of Credit on bank to bank basis, Receiver bank will effect payment of issuing fee of 10% and 3% consultant fee to their respective bank accounts as agreed herewith via MT103/TT Wire Transfer.

5. Within 7 banking days after receipt of full payment of the issuing fees 10% and 3% commission to agents, the Issuer’s bank will deliver the hard copy of the bank instrument to the Receiver's bank by bank bonded courier.

6. Should Receiver fails to pay the 13% issuing fees within allowed time stipulated in the agreement after confirmation of Standby Letter of Credit in Receiver’s bank account, Issuer will instruct the issuing bank to put a claim on the bank instrument thereby forcing the Receiver's bank to return the bank instrument Standby Letter of Credit to the issuing bank.

7. Transaction is to continue as per agreed tranche schedule. 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.



TRANSACTION CODE : SANCTIONS (NON-PERFORMANCE) After this contract is signed by both Issuer and Receiver, 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 onetime penalty fee of 1% of the first tranche of the contract to the suffering Party.

All subsequent tranches will be based on the same procedures until collateral or funds become exhausted.

UNAUTHORIZED BANK COMMUNICATION : Neither Party is allowed to contact the Bank of the other Party without the authorization of the Party whose bank is to be contacted. Any unauthorized contact act is breach of this contract. Notice: This is a private contract between two entities and is not to be construed as an offer of funds nor a sale of securities as defined in the Securities Act of 1933/34

ISSUER’S BANKING CO-ORDINATES TO ISSUING BG/SBLC MT760:


ISSUER BANKING CO-ORDINATES TO ISSUE PAYMENT UNDERTAKING MT 799 BPU & ACCEPT MT760 & RELEASE PAYMENT MT 103/TT:


ISSUER BANKING CO-ORDINATES TO RECEIVE PAYMENT UNDERTAKING MT 799 BPU & RECEIVE PAYMENT OF 10% FACE VALUE:

BANK NAME:BANK ADDRESS:



TRANSACTION CODE : SWIFT: ACCOUNT NAME:ACCOUNT NO:BANK OFFICER:TELEPHONE:EMAIL :FAX:

OTHER CONDITIONS:

This Agreement is a FULL RECOURSE COMMERCIAL COMMITMENT governed by the laws of the jurisdictions in which both/all the parties reside and standards under ICC Regulations.

The FORCE MAJEURE exception clause of the International Chamber of Commerce (I.C.C. Publication #421) and NON-CIRCUNVENTION AND NON-ELUSION & WORKING AGREEMENT, is hereby incorporated in and made an integral part of this document.

All THE parties hereby affirm and attest that each has the authority to accept and execute this full legal contract and to be bound by its terms and condition.

This transaction constitutes BG/SBLC Credit Facility of a Bank instrument, conducted between Two (2) Principal entities to be defined by contract and as such, is not intended to be nor shall be interpreted as a securities transaction as defined by the U.S. Securities Act of 1933/1934 or as amended by law or any other nation.

BY SIGNING THIS LOI, ALL THE PARTIES, BG/SBLC ISSUER BANK, RECEIVER BANK, RECEIVER AND PROVIDER AGREED 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.

AGREE AND SIGN THIS DATE 28 MAY 2019

FOR AND ON BEHALF OF PROVIDER.

……………………………………………SIGNATORY NAME

PASSPORT NUMBER

ISSUED PLACE

DATE ISSUED

AGREE AND SIGN THIS DATE 28 MAY 2019 FOR AND ON BEHALF OF RECIEVER.

…………………………………………………SIGNATORY NAME

PASSPORT NUMBER

ISSUED PLACE



TRANSACTION CODE :

DATE EXPIRE

DATE SIGN

DATE ISSUED

DATE EXPIRE

DATE SIGN

APPENDIX AVERBIAGE OF PAYMENT UNDERTAKING Via MT 799 Block Fund

Instance Type and Transmission ______________________________

Notification (Delivery) of Original sent to SWIFT (ACK)

Network Delivery Status : Network ACK

Priority/Delivery : Normal

Message Input Reference

______________________________ Message Header __________________________________________

Swift Output FIN 799 Block Of Funds

Sender XXXXXXXX

Receiver XXXXXXXX

MUR

_____________________________________ Message Text ____________________________________________

20 Transaction Reference Number:

79 Narrative

ON BEHALF OF : XXXXXXXX

ADDRESS : XXXXXXXX

OFFICER : XXXXXXXX

PHONE OFFICE : XXXXXXXX

ACC NAME : XXXXXXXX

ACC NUMBER : XXXXXXXX

RECEIVER : XXXXXXXX

ADDRESS : XXXXXXXX

OFFICER : XXXXXXXX

PHONE OFFICE : XXXXXXXX

ACC NAME : XXXXXXXX

ACC NUMBER : XXXXXXXX

PRIORITY SAME DAY VALUE



TRANSACTION CODE : ___________________________________ Quote _________________________________________________

WE, THE UNDERSIGNED, <<BANK NAME>> WITH REGISTERED ADDRESS AT ……………………..., WITH FULL

BANK RESPONSIBILITY HEREBY IRREVOCABLY ACKNOWLEDGE, STATE AND CONFIRM THAT OUR CUSTOMER

<<ACCOUNT NAME>> HAS ON DEPOSIT CASH FUNDS IN THE AMOUNT OF USD/EURO ……..,000,000.00

(……………word……………………UNITED STATES DOLLARS / EUROPEAN UNION CURRENCY) IN THE FORM OF

CASH FUNDS ISSUED WITH THE FOLLOWING ACCOUNT NUMBER XXXXXXX. WE CERTIFY AND CONFIRM THAT

THE CASH FUNDS ARE HELD AND BLOCKED FOR 14 BANKING DAYS. UPON SUCCESSFUL DELIVERY OF SWIFT

MT760, THE CASH FUNDS WILL BE RELEASED TO BENEFICIARY / SELLER BANK ACCOUNT VIA SWIFT MT103

( WIRE TRANSFER )

WE HEREBY IRREVOCABLY CONFIRM WITH FULL BANK RESPONSIBILITY THAT WE HOLD AND HAVE

BLOCKED THIS AMOUNT ON DEPOSIT AS PER INSTRUCTIONS IN FAVOR OF <<<COMPANY NAME OF

SELLER>>>. IN ORDER TO RECEIVE VIA SWIFT.MT760 INTO OUR CUSTOMER’S ACCOUNT <receivers account> CASH –BACKED, ASSIGNABLE, TRANSFERABLE, DIVISIBLE AND UNCONDITIONAL BANK

GUARANTEE/STANDBY LETTER OF CREDIT (“……..m euro/usd ”)THE STATED FUNDS WILL NOT BE DEPLETED OR ENCUMBERED FOR ANY PURPOSE WHATSOEVER BY THE

BENEFICIARY OTHER THAN AS DESCRIBED HEREIN

WE FURTHER CERTIFY AND CONFIRM THAT THE USD/EURO……….., 000,000.00 (……word………………... UNITED

STATES DOLLARS / EURO), BLOCKED AT OUR CUSTOMER’S ACCOUNT, IS LEGALLY VALID FREE AND CLEAR

OF ANY LIENS AND ENCUMBRANCES, AND THAT THE FUNDS ARE GOOD, CLEAN AND CLEAR, AND OF NON-

CRIMINAL ORIGIN. THESE BLOCKED CASH FUNDS REMAIN AVAILABLE UNTIL THE MT760 IS RECEIVED,

VERIFIED BY OUR BANK, & PAID UP IN FULL TO BENEFICIARY/SELLER ACCOUNT, VIA MT103. THE SAID FUNDS

ARE FREE AND CLEAR OF ANY TAXES LEVIES OR DUTIES OF ANY NATURE PRESENT OR FUTURE. WE CONFIRM

THAT THIS SWIFT MT 799 HAS BEEN ISSUED UNDER FULL BANK RESPONSIBILITY AND THAT THE VALUE IS

AVAILABLE TO THE NAMED BENEFICIARY (SELLER OF THE SBLC).

THE BLOCK CONFIRMATION IS A FULLY OPERATIVE BANK INSTRUMENT ISSUED IN COMPLIANCE WITH

PROPER PROCEDURES IN ACCORDANCE WITH BANKING LAWS AND REGULATIONS THIS INSTRUMENT IS

BINDING WHEN COMPLETED, FULLY PERFORMING IS VERIFIABLE BY BANK RESPONSIBLE ENQUIRY, AND

WILL BE CONFIRMED BY US VIA SWIFT TO SUCH BANK AS DESIGNATED BY THE BENEFICIARY THIS

FINANCIAL INSTRUMENT SHALL BE REGULATED AND CONSTRUED IN ACCORDANCE WITH THE EUROPEAN

AND INTERNATIONAL LEGISLATION THIS INSTRUMENT IS GOVERNED BY THE UNIFORM CUSTOMS AND

PRACTICES FOR DOCUMENTARY CREDITS, INTERNATIONAL CHAMBER OF COMMERCE PARIS, FRANCE,

PUBLICATION 500/600 LATEST VERSION.



TRANSACTION CODE :

FOR AND ON BEHALF

……..<<<NAME OF BANK>>>…………….

BEST REGARDS

_____________________________ Unquote __________________________________

Sender to Receiver Information

/REC/PLEASE ACKNOWLEDGE RECEIPT AND

//ADVISE BENEFICIARY ACCORDINGLY.

__________________________ Message Trailer ________________________________

__________________________ Interventions __________________________________



TRANSACTION CODE :

APPENDIX CVERBIAGE OF BG/SBLC Via MT760

BG/SBLC NO.: XXXXXXXXXXXX

ISSUING BANK: STANDARD CHARTERED BANK (Singapore)

ADDRESS: XXXXXXXXXXXXXXXXXX

SWIFT CODE: XXXXXXXX

BANK OFFICER: XXXXXXXX

APPLICANT: XXXXXXXXXXXXXXXXXX

DATE OF ISSUE: XXXXXX

DATE OF MATURITY: XXXXXX

CURRENCY: USD/EURO CURRENCY

FACE AMOUNT: USD/EURO XXXXXXXXXXX

RECEIVING BANK: XXXXXXXXXXXXXXXXXX

ADDRESS: XXXXXXXXXXXXXXXXXX

SWIFT CODE: XXXXXXXX

BANK OFFICER: XXXXXXXX

BENEFICIARY: XXXXXXXXXXXXXXXXXX

FOR VALUE RECEIVED, WE, (NAME & ADDRESS OF ISSUING BANK), HEREBY IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST AND NOTIFICATION, PROMISE TO PAY AGAINST THIS BANK GUARANTEE TO THE ORDER OF (NAME OF BENEFICIARY), THE BEARER OR HOLDER THEREOF, AT MATURITY THE SUM OF USD/EUROXXXXXXXX.00 (AMOUNT IN WORDS) IN THE LAWFUL CURRENCY OF USD / EUROPEAN UNION, UPON SURRENDER AND PRESENTATION OF THIS BANK GUARANTEE AT OUR OFFICE AT (ADDRESS OF ISSUING BANK), BUT NOT LATER THAN 7 (SEVEN) DAYS AFTER MATURITY DATE OF THIS BG/SBLC.

SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND FREE AND CLEAR OF ANY DEDUCTION OR CHARGE, FEE OR WITHOLDING OF ANY NATURE PRESENTLY OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED, WITHELD OR ASSESSED BY THE GOVERNMENT OF (ISSUING COUNTRY) OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.

THIS BG/SBLC IS FREELY TRANSFERABLE, ASSIGNABLE AND DIVISIBLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT THE PAYMENT OF ANY TRANSFER FEE OR CHARGE.



TRANSACTION CODE :

THIS BG/SBLC IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEE AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE, ICC PUBLICATION NO. 758, 2010 REVISION.

THIS BG/SBLC SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF (ISSUING COUNTRY).

ALL BANKING CHARGES ARE FOR THE ACCOUNT OF APPLICANT.

THIS IS AN OPERATIVE INSTRUMENT AND NO FURTHER MAIL CONFIRMATION WILL FOLLOW.

FOR AND ON BEHALF OF

(NAME AND ADDRESS OF ISSUING BANK)

AUTHORIZED BANK OFFICER #1 AUTHORIZED BANK OFFICER #2

RECEIVER’S SIGNATORY PASSPORT COPY



TRANSACTION CODE :

RECEIVER’S CORPORATE REGISTRATION COPY



TRANSACTION CODE :

PROVIDER’S SIGNATORY PASSPORT COPY



TRANSACTION CODE :

PROVIDER’S CORPORATE REGISTRATION COPY



TRANSACTION CODE :

CLIENT’S INFORMATION SHEET

IN ACCORDANCE WITH ARTICLES TWO (2) THROUGH FIVE (5) OF THE DUE DILIGENCE CONVENTION AND THE FEDERAL BANKING COMMISSION CIR-CULAR OF DECEMBER 1998, CONCERNING THE PREVENTION OF MONEY LAUNDERING, AND ARTICLE 305 OF THE SWISS CRIMINAL CODE, THE FOL-LOWING INFORMATION MAY BE SUPPLIED TO BANKS AND/OR OTHER FIN-ANCIAL INSTITUTIONS FOR THE PURPOSE OF VERIFICATION OF IDENTITY AND ACTIVITIES OF THE PRINCIPAL, AND THE NATURE AND ORIGIN OF THE FUNDS THAT ARE TO BE UTILIZED. ALL PARTIES HAVE AN OBLIGATION FOR PROFESSIONAL DISCRETION AND TO TAKE ALL APPROPRIATE PRE-CAUTIONS TO PROTECT THE CONFIDENTIALITY OF THE INFORMATION EACH HOLDS IN RESPECT OF THE OTHERS’ ACTIVITIES. THIS LEGAL OB-LIGATION SHALL REMAIN IN FULL FORCE AND EFFECT AT ALL TIMES. RE-QUIRED USD/EURO XXX.XXX.XXX.XX SBLC

1. PRINCIPAL:

A REPRESENTED BY: B NATIONALITY:



TRANSACTION CODE :

C PASSPORT NUMBER:D DATE OF ISSUE:E DATE OF EXPIRATION:F)

DATE OF BIRTH:

G PLACE OF BIRTH:H SSN/IDENTITY NO.:I) CONTACT ADDRESS:

J) CONTACTTELEPHONE NO.: K) ADD. TELEPHONE NO.: L) MOBILE TELEPHONE NO.: M) FACSIMILE NO.: N) E-MAIL ADDRESS: O) OCCUPATION: P) BUSINESS NAME: Q) BUSINESS ADDRESS: R) BUSINESS TELEPHONE: S) BUSINESS FACSIMILE: 2. ADDRESS FOR MAIL:

3. ADDRESS FOR COURIER:

4. LEGAL COUNSEL: A) ADDRESS: B) TELEPHONE NO.: C) FACSIMILE NO.: 5. BANKNAME

A) ADDRESS: B) ACCOUNT NAME C) ACCOUNT NO D) ACCT. SIGNATORY NAME: E) BANK OFFICER: F) BANK/OFFICER ADDRESS: G) BANKOFFICER TELEPHONE:



TRANSACTION CODE :

H) BANKOFFICER FACSIMILE: I) ROUTING: J) S.W.I.F.T.:

7. Affirmation:

I HEREBY SWEAR UNDER THE FULL PENALTY OF PERJURY, THAT THE INFORMATION PROVIDED HEREIN IS BOTH TRUE AND ACCURATE. I AM IN CONTROL OF THE ASSETS STATED ABOVE, AND HAVE SIGNA-TORY AUTHORITY ON THE AFOREMENTIONED BANK ACCOUNT AND HAVE FULL AUTHORITY TO EXECUTE ALL CONTRACTS AND AGREE-MENTS RELATING TO PLEADING THE ASSETS FOR A LOAN. THE FUNDS ARE IN FULL COMPLIANCE WITH THE ANTI-MONEY LAUNDER-ING POLICIES SET FORTH BY THE FINANCIAL ACTION TASK FORCE (FATF) 6/01.

ORIGIN OF FUNDS:ARE THESE FUNDS FREE AND CLEAR :BRIEF DESCRIPTION OF CORPORATE ACTIVITIES:FINANCE AND CONTRACTORI HEREBY SWEAR UNDER PENALTY OF PERJURY, THAT I AM THE SIGNA-TORY OF THE ACCOUNT AND THAT THE FUNDS/ASSET BELONG TO ME..

SIGNED THIS 5/18/2023 6:03 PM

……………………………………………SIGNATORYNAME : TITLE : PASSPORT NO. : COUNTRY OF ISSUE :



TRANSACTION CODE :

RESOLUTION OF THE BOARD OF DIRECTORS

A QUORUM OF DIRECTORS OF NAME SURNAME XXX (COMPANY NAME) XXX (HEREINAFTER CALLED THE "COMPANY") WITH ITS ADDRESS AT .XXXXXX, ATTENDED IN PERSON OR BY TELEPHONE/VIDEO CONFERENCE A BOARD OF DIRECTORS MEETING WHICH WAS DULY NOTICED AND HELD ON XX/XX/2019 AT (TIME). A DETAILED DISCUSSION REGARDING VARIOUS ISSUES AND ASPECTS OF THIS TRANSACTION WAS HELD TO THE FULL SATISFAC-TION OF THE BOARD MEMBERS AND THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED:

RESOLUTION: IT IS RESOLVED THAT MR/MRSXXX…………., HOLDER OF PASSPORT NO XXX AS COMPANY’S OFFICER IN XXXXXXX……… AND AUTHORIZED REPRESEN-TATIVE/SIGNATORY OF THE COMPANY, TO ENTER INTO THIS TRANSAC-TION INVOLVING THE PURCHASE OF BANK DEBENTURES AND OTHER BANK



TRANSACTION CODE : INSTRUMENTS.

RESOLUTION: IT IS RESOLVED THAT MR./MRS. XXXX (TITLE) AND AUTHORIZED SIGNA-TORY OF THE COMPANY, TO ARRANGE THE PURCHASE OF BANK INSTRU-MENTS, IN THE AMOUNT OF USD/EURO XXXX MILLION (USD/EURO XXXX) WITH ROLLS AND EXTENSIONS,

RESOLUTION: IT IS RESOLVED THAT MR./MRS. XXXX AS PRESIDENT AND AUTHORIZED SIGNATORY OF XXX (COMPANY NAME) BE ASSIGNED FULL AUTHORITY TO INSTRUCT, ARRANGE, MONITOR, EXECUTE, MANAGE AND SIGN ALL PAPER-WORK, AGREEMENTS, CONTRACTS AND ALL DOCUMENTATION AS MAY BE NECESSARY WITH THIRD PARTIES, PERTINENT TO THIS TRANSACTIONS IN-VOLVING THE PURCHASE OF BANK INSTRUMENTS.

RESOLUTION: IT IS FURTHER RESOLVED AT THIS MEETING OF THE BOARD OF DIRECTORS THAT MR./MRS. XXXX IS HEREBY AUTHORIZED TO PAY/DISTRIBUTE ON BE-HALF OF XXX (COMPANY NAME) ANY AND ALL TRANSACTION RELATED FEES AND ENTITLEMENTS TO ANY BANKS, TRADING ENTITIES, PROGRAM MANAGERS, FACILITATORS, LAWYERS AND OTHER INVOLVED PERSONS AND COMPANIES OF HIS CHOICE, AS HE MAY DEEM APPROPRIATE AND AT HIS ABSOLUTE DISCRETION, ON BEHALF OF XXXXXXXXXXXXXX COMPANY.

RESOLUTION:THAT MR./MRS. XXXX AS THE (TITLE, CEO, PRESIDENT OR OTHERS) OF THE COMPANY, IS HEREBY AUTHORIZED TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND PROVISIONS THEREOF ARE IN CONFORMITY WITH THE CHARTER, BYLAWS 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 PUR-POSES 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



TRANSACTION CODE : BEEN DULY ELECTED AND APPOINTED TO HOLD OFFICE, THE REPRESENTA-TIVE 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. THE ABOVE MOTIONS AND RESOLUTIONS WERE DULY MADE, SECONDED AND UNANIMOUSLY PASSED AND CARRIED OUT AT THE COMPLETION OF THIS MEETING.

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 DATE XXX , 2019.

FOR AND ON BEHALF OF THE COMPANY

FOR AND ON BEHALF OF SIGNATORYNAME : TITLE : PASSPORT NO : COUNTRY OF ISSUE :



TRANSACTION CODE :

NON-CIRCUMVENTION AND NON-DISCLOSURE

ALL PARTIES DO HEREIN AGREE THAT THE NON-CIRCUMVENTION AND NON-DICLOSURE RULES (NCND) OF ALL ISSUES FROM THE ICC 500 APPLY TO THIS TRANSACTION FOR A PERIOD OF FIVE (5) YEARS FROM DATE OF EXECUTION OF THIS AGREEMENT BY THE UNDERSIGNED, HIS OR HER AS-SIGNS, AGENTS AND/OR HEIRS. THIS NCND ALSO APPLIES TO ANY AND ALL OTHER TRANSACTIONS DIRECT OR INDIRECT INITIATED BY THESE INTER-MEDIARIES. THE UNDERSIGNED AGREES THAT THIS FEE PROTECTION IS ASSIGNABLE AND TRANSFERABLE TO THE BENEFICIARIES, DESIGNS, HEIRS AND ASSIGNS UPON WRITTEN NOTICE OF ALL PARTIES, AND SHALL NOT BE AMENDED WITHOUT THE EXPRESS WRITTEN CONSENT OF THE PARTIES. IF NO CONTRACT IS COMSUMMATED, THIS FEE PROTECTION AGREEMENT IS NULL AND VOID IN ITS ENTIRETY.



TRANSACTION CODE :

ALL DISCLOSED BANKING INFORMATION SHALL BE STRICTLY CONFIDEN-TIAL. NO COMMUNICATION BETWEEN BANKING OFFICERS. OTHER THAN TRANSMISSION BY SWIFT WIRE TRANFER AND ANY OTHER TRANSMISSION SPECIFICALLY AUTHORIZED BY THE BENEFICIARIES, IS PERMITTED. ALL COMMUNICATION SHALL CLEARLY REFERENCE THE TRANSACTION CODE, THE ISSUER’S CODE AND THE RECEIVER’S CODE REFERRED TO HEREIN. SHOULD A CONTRACT BE SIGNED BETWEEN THE ISSUER AND RECEIVER, A BANK ENDORSED CORPORATE PAY ORDER WILL BE ISSSUED TO THE PAY-MASTER 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.

EXECUTED THIS DAY 28 MAY 2019 BY RECEIVER;


SIGNATORYNAME : TITLE :



TRANSACTION CODE : PASSPORT NO : COUNTRY OF ISSUE :

ACKNOWLEDGMENTS WITNESS Certificate of Acknowledgment

I, XXXX of XXXXX, State of XXX, do hereby certify that this passport copy (No.XXXX) is a true and authentic copy of the original that was shown to me on the May 18, 2023

-SIGN AND STAMP- BY NOTARY PUBLIC.


NON-SOLICITATION STATEMENT (ANNEX - B)

DATE: 5/18/2023 6:03:21 PM

TO: THE COLLATERAL PROVIDER

I PROVIDE AS AUTHORIZED SIGNATORY, DO HEREBY CONFIRM THAT I HAVE REQUESTED OF YOU AND YOUR ORGANIZATION, SPECIFIC CONFI-DENTIAL INFORMATION AND DOCUMENTATION ON BEHALF OF MYSELF REGARDING CURRENTLY AVAILABLE FUNDS EXCHANGE AGAINST BANK GUARANTEE, TO SERVE ONLY MY INTEREST, EDUCATION AND NOT FOR FURTHER DISTRIBUTION.



TRANSACTION CODE :

I, AM HEREBY AGREEING THAT ALL INFORMATION RECEIVED FROM YOU IS IN DIRECT RESPONSE TO MY REQUEST AND IS NOT IN ANY WAY CONSID-ERED, OR INTENDED TO BE A SOLICITATION OF FUNDS OF ANY SORT OR TYPE OF OFFERING, AND FOR MY GENERAL KNOWLEDGE ONLY. I HEREBY AFFIRM UNDER PENALTY OF PERJURY, THAT I HAVE REQUESTED THIS IN-FORMATION FROM YOU AND YOUR ORGANIZATION OF MY CHOICE ON MY FREE WILL AND FURTHER, THAT YOU HAVE NOT SOLICITED ME IN ANY WAY.

I HEREIN REPRESENT THAT I AM NOT AN INFORMANT, NOR AM I ASSOCI-ATED WITH ANY GOVERNMENT AGENCY SUCH AS SECRET SERVICE, IRS, FBI, CIA, SEC, BANKING COMMISSION, OR ANY AGENCY WHOSE PURPOSE IS TO GATHER INFORMATION REGARDING SUCH OFFERING.

I UNDERSTAND THAT THE CONTEMPLATED TRANSACTION IS STRICTLY EX-CHANGING FUNDS AGAINST BANK GUARANTEE AND IS NO WAY RELYING UPON, OR RELATING TO THE UNITED STATES SECURITY ACT OF 1933, AS AMENDED OR RELATED REGULATIONS, AND DOES NOT INVOLVE THE SALE OF SECURITIES. FURTHER, I HEREBY DECLARE THAT YOU, THE PROVIDER, HAVE DISCLOSED THAT YOU ARE NOT A LICENSED SECURITY TRADER, AT-TORNEY, 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 TRANSACTION THAT IS EX-EMPT FROM SECURITIES ACT AND NOT INTENDED FOR THE GENERAL PUB-LIC, BUT “JUST FOR MY PRIVATE USE ONLY”


SIGNATORY



TRANSACTION CODE : NAME : TITLE : PASSPORT NO : COUNTRY OF ISSUE :







TRANSACTION CODE : FEE PROTECTION AGREEMENT

Instrument Type: BG/SBLC - CASH BACKED- ICC Format Bank STANDARD CHARTERED BANK (Singapore)Term: One (1) year and one (1) day Age: Newly IssuedIssuing Bank: STANDARD CHARTERED BANK (Singapore)Interest Rate: Zero percent (0%)Price 10%+3% (13%)Contract amount: USD/EURO XXX, XXX, XXX First Tranche: USD/EURO XXX, XXX, XXX Denominations: USD/EUROConsultant Fees: 3% Payment: By unconditional SWIFT Wire Transfer – MT103.

I (name) Irrevocably and unconditionally, without protest, demand or delay, promise and guarantee to pay consultancy fees of Three Percent (3%) of the face value of the instruments, for the benefit of the consultants being hereinafter called collectively the “beneficiaries” and individually a “Beneficiary”. The said consultancy fee 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 EURO/USD/Dollars and delivered, via wire transfer, to your designated trust/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 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. 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.



TRANSACTION CODE :

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 Issuer’s code to be provided by the Issuer) 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. This transmission via facsimile will be accepted as an original and I confirm that I have authority to execute this Pay Order.

Irrevocable Fee Protection / Irrevocable Pay order for Consultant Fees of Three Percent (3%) of the face value from each and every tranche of this transaction, including any rolls or extensions, to be paid to Receiver’s broker only:

PROVIDER’S AGENT SIDE COMMISSION: 1.25% OF FULL FACE VALUE, INCLUDING ROLLS AND EXTENSIONS, TO BE PAID TO THE FOLLOWING (closed)

BANK NAME CLOSED

BANK ADDRESS

BANK OFFICER

BANK TELEPHONE

BANK FAX

SWIFT CODE

ABA ROUTING

ACCOUNT NAME

ACCOUNT NUMBER (IBAN)



TRANSACTION CODE :

PROVIDER’S SUB AGENT SIDE COMMISSION: 1.25% OF FULL FACE VALUE, INCLUDING ROLLS AND EXTENSIONS, TO BE PAID TO THE FOLLOWING (closed)

BANK NAME CLOSED

BANK ADDRESS

BANK OFFICER

BANK TELEPHONE

BANK FAX

SWIFT CODE

REQUIRED MESSAGE PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL a notification immediately upon each transfer payment together with the transactions code/s to e-mail:

ACCOUNT NAME


SELLER’S SIDE COMMISSION: 0.5% OF FULL FACE VALUE, INCLUDING ROLLS AND EXTENSIONS, TO BE SPLIT AND PAID TO THE FOLLOWING PAYMASTER:

BANK NAME CLOSED

BANK ADDRESS

BANK OFFICER

BANK TELEPHONE

BANK FAX

SWIFT CODE

ABA ROUTING

ACCOUNT NAME


Paymasters may change their receiving banks by serving prior notice in writing to Receiver/Payer within 8 banking hours thereof. Paymasters shall issue their own respective payment orders for all beneficiaries/consultants identified within their own groups per addendum a for profits received specific to this agreement and said payment orders shall be lodged with their bank officers as herein written for implementation.

This irrevocable profit participation agreement becomes unconditional, assignable, and divisible upon the successful initiation of the transaction referenced above.



TRANSACTION CODE : All profit transfers specific to this agreement are to be made by wire or internal bank transfers and transferred immediately upon closing of each transaction or tranche or as soon thereafter as banking processes allow without liens or delays of any kind whatsoever.

This agreement becomes effective with the execution of the purchase agreement/letter of intent/transaction contract referenced by the transaction code, Issuer’s code, and Receiver’s code set forth above and shall remain valid and enforceable for the full term of the contract and shall apply to any and all renewals, extensions, or any new agreements between Receiver and Issuer or their shareholders and/or assigns for a period of five (5) years from the date hereof.

The applicable non-circumvention/non-disclosure conditions of the ICC 500 rules and regulations are binding upon all parties to this agreement or any other pending or future transactions. All signed copies of this agreement including fax transmissions thereof, shall be considered legally binding documents. This agreement and the rights and obligations hereof are binding and inure to the respective heirs, legal representatives, assignees and/or successors of the parties hereof.

Receiver as Master Paymaster and its bank coordinate for payment of fees:

BANK NAME BANK ADDRESS BANK OFFICERBANK TELEPHONEBANK FAXSWIFT CODEABA ROUTINGACCOUNT NAMEACCOUNT NUMBER (IBAN)

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 Agreement/letter of intent/transaction contract identified with transaction code: XXXXXXX, Issuer’s code: xxxxxxxxxxxxx, and Receiver’s code: XXXXXXXXXXXXXXXXXXXXXXX as soon as the contract becomes valid and signed. If no transaction is completed under the aforesaid transaction, Issuer, and Receiver 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



TRANSACTION CODE : 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.

ISSUED BY THE RECEIVER

……………………………………………SIGNATORYNAME : TITLE : PASSPORT NO. : COUNTRY OF ISSUE :







TRANSACTION CODE :

XXXXXXXXXX END OF CONTRACT XXXXXXXXXX

EDT( Electronic Document Transmission)EDT(Electronic document transmissions) shall be deemed valid andin respect of

anyprovisions of this Contract. As applicable ,this agreement shall be:-1- Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global &

National Commerce Act’’ or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001)

2- ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).

3- EDT documents shall be subject to USDpean Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.

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date: 24 june 2012 draft p… · web viewin order to receive via swift.mt760 into our customer’s...

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