mt103_2_way10_bi_contract10.01.2013 (2)

JOINT VENTURE AGREEMENT ON DELIVERY OF MT103 FUNDS SWIFT TWO (2 ) WAY FOR CREDIT LINE (CONFIRMATION)

Transaction Code:

The CONTRACT is made as of this 10st January 2013, by and between

PARTY 1COMPANY NAME SENDER DETAILSReg.№ ADDRESS : COUNTRY : REPRESENTED BY : TITLE : PASSPORT NUMBER : ISSUED PLACE & DATE : DATE OF EXPIRY :

PARTY 2 :

COMPANY NAME : RECEIVER DETAILSReg.№ : ADDRESS : COUNTRY : REPRESENTED BY : TITLE : PASSPORT NUMBER : ISSUED PLACE & DATE : DATE OF EXPIRY :

INCLUDE MT 103 TWO WAYS VERBIAGE ALSO WHILE SENDING THIS CONTRACT BACK TO US

MT 103 FOR CREDITLINE (With Confirmation) from Party 1 Party 2 confirms with full corporate and legal responsibility to accept the MT 103 FOR CREDITLINE (With Confirmation) to be sent to his nominated bank account by Party 1, and confirms further that funds are available to fulfill the requirements for the requested SWIFT instrument.

WHEREAS: Party 1 desires to transfer the aforementioned MT 103 FOR CREDITLINE (With Confirmation) instrument to Party 2. Party 1 represents and warrants that it has the ability and resources to arrange through associates, contacts and sources, with full corporate responsibility, financial instrument in the term of assignments to be provided to Party 2. Party 1 hereby declares under penalty of perjury that the MT 103 FOR CREDITLINE (With Confirmation) will be backed by funds that are good, clean, clear, and free of non criminal origin, the MT 103 FOR CREDITLINE (With Confirmation) will be free and clear of all liens, encumbrances and third party interest.

DESCRIPTION OF INSTRUMENT(S):

1. Instrument: MT 103 Two Way Blocked Funds Swift FOR CREDIT LINE(With Confirmation)

SENDER’S INITIALS RECEIVERS INITIAL’S of 13


Transaction Code:

2. Total Face Value: € 10,000,000,000.00 ( BILLION EUROS) Trance from € 500,000,000.00 possible.

3. Issuing Bank: Barclays Bank UK4. Validity: One (1) Year One(1) day5. Disbursement

Discounting Rate : 20% of Face Value

Xxxxxx % OF FACE VALUE TO SENDER 2% OF FACE VALUE TO INTERMEDIARIES .*Bank fees will be deducted per wire transfer, and will be deducted from each respective wire transfer in advance

6. Delivery: MT 103 FOR CREDIT LINE (With Confirmation)7. Payment: SWIFT MT103 WIRE TRANSFER ONLY payment preference8. Duration of

Payment:PAYMENT WITHIN 10 BANKINGS DAYS OF MT 103 FOR CREDIT LINE (With Confirmation) DELIVERY, CONFIRMED, AND AUTHENTICATED

PROCEDURES:

1. Party 1 and Party 2 execute, sign and initial this Deed of Agreement, which thereby automatically be-comes a full commercial recourse contract.

2. Within 48 hours after receiving the letter, Party 1 will issue the Pre-Advice – SWIFT MT199 (Free Format) Party A Bank to say that they are ready to issue MT103 Block Fund.

3. Within 48 hours Party 2 will issue, in favor of the "Party B", bank Pay-order – ICBPO, (APPENDIXES 1,2,

3), as per appendix for xxxxxxx % + 2% of the instrument’s face value. If Party 2 does not issue ICBPO within 48 hours, MT 199 will be withdrawn.

4. Within 24 hours of receiving ICBPO, Party 1will give instruction to BARCLAYS bank to issue MT 103 (Two Way with Back Confirmation) to Party’s 2 bank in favor of Party 2. Party 1 will ensure that the Swift remains on screen for the duration and provide courtesy copy of the Swift signed and stamped by the banking officers as authenticated copy and screen shot of the Swift .

5. Party 2 will carry out Validation and verification of the Swift and confirmation from the issuing Bank.

6. Party 2 will remit full Payment of ,000,000.00 ( Million Euros) to the nominated account of Party 1 will be released to the Party 1 and to the intermediaries of € ,000,000.00 (

7. Terms of the agreement and the block of funds is valid for one year from receipt of the SWIFT MT103.

The Party 2 agrees and undertakes to transfer the18% service charge to the nominated bank account of Party 1 within ten (10) Banking Days from back confirmation to Party 1 and also arrange to transfer by Swift 2 % percentages as agreed to the nominated account of the associates & Parties per instructions OF THE PAYMAS-TER "based on FEE PROTECTION AGREEMENT appended.



Transaction Code:

PARTY 1 : ISSUING BANK CO-ORDINATES (TO ISSUE MT 103 FOR CREDIT LINE) €10,000,000,000.00 ( Ten billion EUROS):

Bank Name: Sender to fill up Bank Address: Branch Name: Correspondent Account: Account No.: Account Name: SWIFT: Bank Officer: Phone No: E-mail:

PARTY 2: BENEFICIARY BANK CO-ORDINATES: (To RECEIVE MT 103 FOR CREDITLINE ) € 10,000,000,000.00 ( Ten Billion EUROS)

Bank Name : Receiver to fill up Bank Address : Branch Name: Account No. : Account Name : SWIFT/BIC : IBAN : Bank Officer : Phone No : E-Mail :

NON-SOLICITATIONParty 2 hereby confirms and declares that Party 1, its associates or representatives or any person or persons on its behalf has/have never ever solicited Party 2, its shareholders or associates or representatives in any way whatsoever that can be construed as a solicitation for this transaction or for future transactions.Any delay in or failure of performance by either party of their respective obligations under this agreement shall constitute a breach hereunder and will give rise to claims for damages if, and to the extent that such delays or failures in performance are not caused by events or circumstance beyond the control of such party.

The term “Beyond the Control of Such Party “Include Act of War, Rebellion, Fire, Flood, Earthquake or other natural disasters. Any other cause not within the control of such party or which is by exercise of reasonable diligence, the party will be unable to foresee or prevent or remedy.



Transaction Code:

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 in order to enforce any of the terms of this agreement the prevailing party shall be entitled to recover reasonably attorney fees and costs. Signed for and on behalf of Party 1: Name: Company: Address: Title: Passport: Issue date:Expiry date: Place of Issue:

Signature / Official Seal or Stamp

Signed for and on behalf of Party 2:

Name : Company : Address : Title : Issue date : Expiry date : Place of Issue :




Transaction Code:

APPENDIX 1 TEXT SWIFT MT 199 PRE ADVISE.

SENDER’S BANK:

BANK NAME: HSBCADDRESS: LONDON OFFICE: BANK TEL.ACCOUNT NAME: ACCOUNT NUMBER: IBAN CODE:SWIFT CODE:ACCOUNT OFFICER:TRANSACTION CODE:

RECEIVER:

TO:BENEFICIARY'S BANK NAME:BANK ADDRESS:ACCOUNT NAME:IBAN NO. SWIFT CODE:BANK TEL.BANK OFFICER:BANK E-MAIL:

WE, XXXXXXXXXXXXXXX, WITH ADDRESS AT: XXXXXXXXXXXXXXX HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY, THAT WE ARE READY, WILLING AND ABLE TO DELIVER A MT103 UNCONDITIONAL, IRREV-OCABLE, ASSIGNABLE, TRANSFERABLE FUND TRANSFER IN THE AMOUNT OF TWO BILLION EUROS (€10,000,000,000.00), ISSUED BY OUR FINANCIAL INSTRITUTION IN THE NAME OF OUR CLIENT XXXXXXXXXXXXXXX AND WILL BE TRANSFERRED TO YOUR CLIENT’S NAME, Mr.XXXXXXXXXXXXX.

WE HEREBY CONFIRM THAT THESE FUNDS TO THE BEST OF OUR KNOWLEDGE ARE GOOD, CLEAN AND CLEARED FUNDS OF NON-CRIMINAL ORIGIN, AND ARE FROM A LEGAL SOURCE.THIS SWIFT IS VERIFIABLE ON A BANK TO BANK BASIS BY A NOMINATED BANK MANAGER/ OFFICER CON-TACTING THE UNDERSIGNED.FOR AND ON BEHALF OF XXXXXXXXXXXXXXXXXXX BANK

BANKOFFICER:#1 BANKOFFICER:#2(TITLE:)

APPENDIX-2 / SWIFT MT 103 2 WAYS



Transaction Code:

DRAFT TEXT OF MT 103 2 WAYS

APPENDIX 1

Proposed Text of SWIFT103 Two -Way SWIFT WIRE TRANSMISSION Or whatever normal SWIFT103 Text the Issuing bank might Issue

DATE:***************** Local Swift **********************************------------------------------------------------------------------------------Instance Type and Transmission ---------------------------------------------------------------------Notification of Original sent to SWIFT (ACK)

Network Delivery Status: **************Priority/Delivery:***************l Message Input Reference:---------------------------------------------------------------------------Message Header---------------------------------------------------------------------------------------------------SWIFT INPUT: FIN MT 103 FURTHER IDENTIFICATION CUSTOMER CREDIT TRANSFERSENDER:

RECEIVER: : . .----------------------------------------------------Message Text--------------------------------------------------------------------------------------------------------20 REFERENCE TRANSACTIONS: *********************

32A: Value Date/Currency/Interbank Settled Amount Date: 00/11/11 Currency EUR Amount # xxxxxxxxxxxx.00 # 33B: Currency/Instructed Amount EUR, € xxxxxxxxxxx.00 S0A: Ordering Customer -

57K ordering customer Account with Institutions A/C NO:159 Beneficiary Customer-Name &Address

***Bank Name : ***Bank Address: ……………………………….. ***Account Name: ………………………………..***Account Number: ***Bank Telephone: ***Bank Fax Fax: ***Swift Code: *** TRANSACTION CODE: ***AMOUNT: EURO 500M ***AMOUNT IN WORDS:xxxx EURO



Transaction Code:

THIS IS AN OPERATIVE INSTRUMENT WHICH IS FOR IMMEDIATE CREDITINSTANT CASH PAYMENT ( REMITTANCE).

WE, BARCLAYS BANK PLC of 1, CHRUCHILL PLACE LONDON UNITED KINGDOM , HEREBY PRESENT OUR IRREVOCABLE, NEGOTIABLE, CALLABLE, ASSIGNABLE, TRANSFERABLE AND DIVISIBLE CASH BACKED SWIFT MT103 TO THE ORDER OF ……………………………….., ACCOUNT NO: ……………………………….. IN THE AMOUNT OF10,000,000,000.00 EURO S (-- BILLION EUROS) FOR INVESTMENT.

WE HEREBY CONFIRM THAT THE FUNDS ARE GOOD, CLEAN AND CLEARED FUNDS OF NON-CRIMINAL ORIGIN AND ARE FROM A LEGAL SOURCE AND THAT THESE FUNDS ARE FOR SOLE AND EXCLUSIVE BENEFITS OF ……………………………….. ACCOUNT NO: …………………………. WITH REFERENCE TO TRANSACTION CODE . ………………………………..

THIS IRREVOCABLE CASH BACKED SWIFT MT103 TRANSFER CAN BE RELIED UPON FOR FULL CASH OF 10,000, 000, 000.00 EUROS ( -- BILLION EUROS) CREDIT UPON PRESENTATION OF INVOICE .

FOR AND ON BEHALF OF ……………………………….., ALL CHARGES ARE FOR THE ACCOUNT OF THE SENDER. NO MORE FURTHER CONFIRMATION EITHER BY MAIL OR PHONE / FAX AND NO HARD COPY WILL FOLLOW.

FOR AND ON BEHALF OF: ………………………………..71A: Details of Charges OUR.

72: Sender to Receiver Information CASH/BACK/ EURO 10,000,000,000.00DATE RECORDED: (00/11/11)

RECORD INFORMATION: SWIFT ORDER IS MAC:(PAC) PEC ENC) CHK) (INT) (PED)(MAC)

FOR AND ON BEHALF OF

Authorized Officer Authorized Officer



Transaction Code:

ICBPO APPENDI-3 / SWIFT MT799

IRREVOCABLE CONDITIONAL BANK PAY ORDER(ICBPO) – %

INSTANCE TYPE AND TRANSMISSION----------- ------ MESSAGE HEADER MT799----- SWIFT INPUT: MT799 SENDER: ADDRESS: SWIFT CODE: TRANSACTION REFERENCE NUMBER SUBJECT: IRREVOCABLE CONDITIONAL BANK PAYMENT ORDER DATE OF ISSUE: ………., 2011 AMOUNT: €10,000,000,000.00 ( -- BILLION EUROS ONLY)

RELATED REFERENCE: NARRATIVE:WE BANK OF …………………, CONFIRM THAT SUBJECT TO RECEIVING A VALID AND ACCEPTABLE MT103 BLOCKED FUND CONFIRMATION ; ISSUED FROM [ NAME OF THE BANK] IN THE AMOUNT OF € 10,000,000.000.00 ( ----- BILLION EUROS ONLY ), WE WILL IRREVOCABLY REMIT TO YOU , FOR FAVOUR OF YOUR CLIENT : [NAME OF THE BENEFICIARY] THE SUM OF €00,000,000.00 (TWO HUNDRED MILLION EUROS ONLY) WITHIN FIVE (5) BANKING DAYS, BEING THE SERVICE CHARGES TO OUR CLIENT AS PER AGREEMENT SIGNED UNDER TRANSACTION NUMBER BETWEEN YOUR CLIENT AND OUR CLIENT. PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS ARE ACCEPTABLE AND ARE HEREBY ALLOWED. WE HEREBY CONFIRM THAT THE FUNDS WILL BE GOOD, CLEAN AND CLEAR AND ARE FROM A LEGAL SOURCE WITH NON-CRIMINAL THIS SWIFT WILL BE VALID FOR ONE YEAR ONE DAY UNTIL …………… 2013. THIS INSTRUMENT IS SUBJECT TO THE UNIFORM COMMERCIAL CODE AS PER ICC 500 AND UCP 98 AS IT RELATES TO BANK CREDIT INSTRUMENTS E-MAIL CONFIRMATION WILL NOT FOLLOW.

FOR AND ON BEHALF OF BARCLAYS BANK

NAME BANK OFFICER (1) NAME/TITLE/PIN CODE NAME BANK OFFICER (2) NAME/TITLE/PIN CODE

FEE PROTECTION AGREEMENT

Both Party 1 and Party 2 agree that Party 1’s and Party 2's Persons or Groups involved are entitled to the share of Percentage (5%) of discounted value mentioned here above of each on the MT 103 FOR CREDITLINE (With Confirmation) face value less bank fees. These commission fees will be shared between the sender’s Group and Receiver Groups equally specified here above.

The parties agree that the commission fees stated are compensation for services rendered and are irrevocably and unconditionally guaranteed to be paid by party 2 to the Persons and Groups listed in this Contract by wire transfer simultaneously of the Discounted value of the MT 103 FOR CREDITLINE (With Confirmation) to Party 1. 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, designers, 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:



Transaction Code:

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 signatory without specific permission of the introduced signatory for the Investor.

2. The signatory agrees to keep as 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.

The parties hereto affirm that in every case they will act with the highest standards of ethics and honesty in all their dealings. 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 understands 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 disbursement of funds to agents and intermediaries of Party 1 referred to in this FPA shall be as follows:

GROUP “PARTY 1A

PARTY A RECEIVING BANK CO-ORDINATES: Payment 0,5 % of the Discounted Value of the MT 103 FOR CREDITLINE (With Confirmation) Sender side for intermediaries: € 50,000,000.00(fifty million € ) Name of BankBank AddressAccount Name IBAN N°Account N°Bank officerSWIFTEMAILPhone N°Fax N°

GROUP “PARTY 1B

PARTY 1B RECEIVING BANK CO-ORDINATES:



Transaction Code:

Payment 0,5 % of the Discounted Value of the MT 103 FOR CREDITLINE (With Confirmation) Sender side for intermediaries: € 50,000,000.00( fifty million € ) Name of Bank Bank Address

REPRESENTED BY IBAN N°Account N°Account NameSWIFT/BICPhone N°Fax N°Bank Officer

GROUP “PARTY 2

PARTY 1B RECEIVING BANK CO-ORDINATES: Payment 1 % of the Discounted Value of the MT 103 FOR CREDITLINE (With Confirmation) Receiver side for intermediaries: 0,000,000.00( )

Name of Bank SIDE INT. REPRESENTATIVE TO FILL UPBank AddressREPRESENTED BY IBAN N°Account N°Account NameSWIFTPhone N°Fax N°Bank Officer

Signed for and on behalf of Party 1:

Name: Company:



Transaction Code:

Address: Designation: Passport: Issue date:Expiry date: Place of Issue:

Signed for and on behalf of Party 2: Name : Address : Title : Passport : Issue date : Expiry date : Place of Issue :


EDT ( ELECTRONIC DOCUMENT TRANSMISSIONS)

1. 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 & 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 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 from performing their respective obligations and duties under EDT instruments.

PARTY 1 PASSPORT COPY seller



Transaction Code:

PARTY 2 PASSPORT COPY buyer



Transaction Code:


mt103_2_way10_bi_contract10.01.2013 (2)

Documents

joint venture agreement

electronic document transmissions

address country represented

mt103 funds swift

ten billion euros

nominated bank account

swift input

electronic signatures