LOL (A) 5M BANK LEASE CONTRACT 2015 v2 2015 05

Lessor’s Initials page 1 of 26 Lessee’s Initials

Leasing of London // Your Bank Guarantee Leasing Company __________________________________________________________________________________ Telephone & Fax +44 (0) 208 711 2793 Email [email protected] Skype LeasingofLondon Managing Director Al Wertheimer (Ms) David Gribkowski, Assistant to the CEO Leasing of London is not a licensed security brokerage firm. We do not give financial investment advice, securities advice, legal or accounting advice. Leasing of London is not a commercial or residential real estate broker or acting as such in any capacity. We are not, nor represent to be employees of any bank or financial institution. Leasing of London is not a UK registered, or regulated company. The company operates, and is registered in major offshore jurisdictions and does not maintain an office in London, or in the UK. Leasing of London strategically tailors personalized funding solutions, bridge relationships; introduce institutions and investors to fund private transaction requests or place project funding requests utilizing our extensive consortium of financial professionals. We strongly recommend that all clients seek their own legal, investment, financial and advisor representation outside of our firm and our partners firms. Doing so ensures you have completed proper due diligence and have kept all options open for understanding. Notice regarding the Use of Financial Instruments: We are not involved in their uses at the beneficiary's end and we give no warranty that these instruments can be used as described, and we are not responsible if the client cannot use the bank instrument after it is issued. Our responsibility ends once the bank instrument is issued.

BANK LEASE CONTRACT AND DEED OF AGREEMENT

Transaction of USD/EURO 5,000,000.00 minimum This is confidential information for the intended recipient only!

Lessor’s Initials page 2 Lessee’s Initials

LEGAL NOTICE

DISCLAIMER The facilities detailed in this homepage are not subject to the provisions of the United Kingdom Financial Services Act 1986 or any amendment thereto ("the act"). The facilities are specifically exempted from the act by way of note 5 to clause 13b of part I of the act. We are not registered as a financial adviser under the act and we do not offer any form of investment advice nor provide nor sell any form of investment or security as defined within the act. The announcement on these pages does not constitute an offer or an invitation to purchase any securities. Our financial service is provided strictly against payment of an attorney's funding/arrangement fee. We do not enter into any joint venture or participate in your business. The release of the fee is not conditional upon the success or otherwise of the investment strategy to be employed by the applicant. Leasing of London is not a UK company. NO OFFER This material contains exclusively information. Nothing received from Leasing of London now and in the future should be construed as an offer solicitation or recommendation to buy or sell any investment or to engage in any other transaction. This information and any received from Leasing of London in the future does not constitute an offer, solicitation or recommendation to buy or to sell any securities for investment, nor an offer, solicitation or recommendation of any other kind. The information is given solely for educational - and informational purposes, requested by you (the party to whom the information is transmitted), exclusively for the personal use of the recipient. NO WARRANTY All information and opinion contained on the site or brochure is provided without any warranty of any kind, either express or implied, to the fullest extent permissible pursuant to applicable law. All information and opinion is provided to assist prospective investors in making their own decisions without any guarantees as to accuracy, reliability or completeness. The information provided now and received from Leasing of London in the future does not contain investment-, legal-, accounting-, tax- or other advice or opinion and should not be relied upon for any specific investment or other purposes. A competent professional should always be consulted before utilizing any information existing now and received from Leasing of London in the future.


LEASE CONTRACT AND DEED OF AGREEMENT DATE : TRANSACTION CODE : LESSEE’S TRANSACTION NO. : THE LESSOR : ADDRESS : EUROPE REGIONAL OFFICE : REPRESENTED BY : NATIONALITY : PASSPORT NO : LESSOR'S EMAIL : AND THE LESSEE : ADDRESS : REPRESENTED BY : NATIONALITY : PASSPORT NO : LESSEE EMAIL : WHEREAS. THE LESSEE DESIRES TO LEASE BANK GUARANTEE (BG/SBLC) FROM THE LESSOR. LESSEE CONFIRMS WITH FULL CORPORATE AND LEGAL RESPONSIBILITY THAT FUNDS AVAILABLE TO FULFILL THE REQUIREMENTS FOR THE LEASE OF THIS INSTRUMENT IS READY AND LESSEE FURTHER CONFIRM TO COOPERATE WITH THE LESSOR. WHEREAS. THE LESSOR DESIRES TO LEASE, TRANSFER AND ASSIGN ALL RIGHTS TITLE AND INTEREST OF THE BG/SBLC AVAILABLE TO IT TO THE LESSEE. LESSOR 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 LESSEE. LESSOR HEREBY DECLARES UNDER PENALTY OF PERJURY THAT THE BG/SBLC WILL BE BACKED BY FUNDS THAT ARE GOOD, CLEAN, CLEAR, AND FREE OF NON CRIMINAL ORIGIN, THE BG/SBLC WILL BE FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES AND THIRD PARTY INTERESTS. NOW THEREFORE, THE LESSEE HAS AGREED TO LEASE THE BG/SBLC AT 6% OF FACE VALUE FOR THE INSTRUMENT REQUESTED PLUS 2% COMMISSION TO LESSOR- AND LESSEE AGENTS, AND LESSOR HAS AGREED TO ISSUE BG/SBLC FOR LEASE AND BOTH PARTIES HEREBY AGREE TO THE FOLLOWING:


DESCRIPTION OF INSTRUMENTS: 1. INSTRUMENT :BANK GUARANTEE (BG) (APPENDIX G) 2. TOTAL FACE VALUE : <AMMOUNT/NUMBERSANDWORDS> 3. ISSUED VIA :HSBC BANK LONDON, CREDIT SUISSE ZURICH AND DEUTSCHE BANK AG FRANKFURT, OR ANY OTHER AA RATED BANK 4. AGE: ONE YEAR AND ONE DAY 5. LEASING PRICE :6% OF FACE VALUE PLUS 1%+1% BROKER

COMMISSION 6. DELIVERY :BANK-TO-BANK SWIFT 7. PAYMENT :WIRE TRANSFER 8. HARD COPY :BONDED COURIER WITHIN 7 BANKING DAYS. PROCEDURE: DIRECT SWIFT MT760 - FRESH CUT BG/SBLC. PROCEDURE BASICS: THE BANK TRANSMISSION FEES OF 0,5% WILL HAVE TO BE SENT TO THE ARRANGING BANK’S UNDERWRITER BASED ON A "REFUND UNDERTAKING FROM BANK TO BUYER” AND IT WILL BE REFUNDED, ONCE THE TRANSACTION HAS BEEN CONSUMMATED, AND THE CLIENT HAS PAID THE LEASING FEES AND THE BROKERS THEIR COMMISSION. 1. BOTH PARTIES (LESSOR AND LESSEE) EXECUTE, SIGN AND INITIATE THE DEED OF AGREEMENT, WHICH THEREBY AUTOMATICALLY BECOMES A FULL COMMERCIAL RECOURSE CONTRACT. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH, TAKEN TOGETHER, SHALL CONSTITUTE ONE AND THE SAME AGREEMENT. 2. WITHIN 3 DAYS AFTER BOTH PARTIES SIGN THE AGREEMENT, LESSOR WILL ISSUE A NOTARIZED SIGNED AND SEALED REFUND UNDERTAKING FROM BANK TO BUYER/LESSEE GUARANTYING TO REFUND LESSEE ALL THE COST INCURRED BY LESSEE FOR THE BANK TRANSMISSION CHARGES (FOR SWIFT MT760 BG/SBLC OR PRE-ADVICE MT799 OR BOTH AS THE CASE MAY BE) AFTER DUE EXECUTION OF THE CONTRACT. 3. WITHIN 3 WORKING DAYS AFTER LESSEE RECEIVES LESSOR'S SIGNED AND SEALED REFUND UNDERTAKING FROM BANK TO BUYER, LESSOR BANK WILL ISSUE SECURED BANK EMAIL RWA/PREADVICE TO LESSEE BANK, LESSEE WILL MAKE PAYMENT BY WIRE TRANSFER INTO THE UNDERWRITER’S BANK ACCOUNT FOR THE BANK TRANSMISSION CHARGES FOR THE BG/SBLC MT760 SWIFT TRANSMISSION OR PRE-ADVICE MT799 SWIFT TRANSMISSION OR BOTH. 4. WITHIN THREE (3) BANKING DAYS AFTER CONFIRMATION OF RECEIPT OF PAYMENT OF THE BANK TRANSMISSION CHARGES FOR THE BG/SBLC MT760 SWIFT IN LESSOR’S UNDERWRITER’S BANK ACCOUNT, THE LESSOR WILL DELIVER THE BG/SBLC VIA BANK CONFIRMATION OF SWIFT BG/SBLC MT760 TO


THE LESSEE'S BANKER INCLUDING THE HARD COPY OF THE BG/SBLC VIA BANK BONDED COURIER IN SEVEN (7) BANKING DAYS. 5. LESSEE PAYS LESSOR THE LEASING FEE AND THE BROKERS THEIR COMMISSION FEES NOT LATER THAN 7 BANKING DAYS AFTER THE BG/SBLC HARD COPY IS RECEIVED AND CONFIRMED AT LESSEE'S BANK. 6. SHOULD LESSEE DEFAULT TO PAY THE LEASING FEES TO THE LESSOR AND THE BROKERS COMMISSION FEES AS AGREED AFTER 7 BANKING DAYS OF CONFIRMATION OF BG/SBLC MT760 IN LESSEE'S BANK ACCOUNT, LESSOR WILL INSTRUCT THE ISSUING BANK TO PUT A CLAIM ON THE BG/SBLC THEREBY FORCING THE LESSEE'S BANKERS TO RETURN THE BG/SBLC MT760 TO THE ISSUING BANK. NON-SOLICITATION THE LESSEE HEREBY CONFIRMS AND DECLARES THAT THE LESSOR, ITS ASSOCIATES OR REPRESENTATIVES OR ANY PERSON OR PERSONS ON ITS BEHALF HAS/HAVE NEVER EVER SOLICITED THE LESSEE, ITS SHAREHOLDERS OR ASSOCIATES OR REPRESENTATIVES IN ANY WAY WHATSOEVER THAT CAN BE CONSTRUED AS A SOLICITATION FOR THIS TRANSACTION OR FOR FUTURE TRANSACTIONS. FORCE MAJEURE ANY DELAY IN OR FAILURE OF PERFORMANCE BY EITHER PARTY OF THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT THEY SHALL PAY 1% AS PENALTY. ANY DELAY IN OR FAILURE OF PERFORMANCE BY EITHER PARTY OF THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT CONSTITUTE A BREACH HEREUNDER OR GIVE RISE TO ANY CLAIMS FOR DAMAGES IF, AND TO THE EXTENT THAT SUCH DELAYS OR FAILURES IN PERFORMANCE ARE CAUSED BY EVENTS OR CIRCUMSTANCE BEYOND THE CONTROL OF SUCH PARTY. THE TERM "BEYOND THE CONTROL OF SUCH PARTY "INCLUDE LAWFUL ORDER OF GOVERNMENT OR AUTHORITY, ACT OF WAR, REBELLION OR SABOTAGE, FIRE, FLOOD, EARTHQUAKE OR OTHER NATURAL DISASTERS. ANY OTHER CAUSE NOT WITHIN THE CONTROL OF SUCH PARTY OR WHICH IS BY EXERCISE OF REASONABLE DILIGENCE, THE PARTY WILL BE UNABLE TO FORESEE OR PREVENT OR REMEDY. ARBITRATION ALL DISPUTES AND QUESTIONS WHATSOEVER WHICH ARISES BETWEEN THE PARTIES TO THIS AGREEMENT AND TOUCHING ON THIS AGREEMENT ON THE CONSTRUCTION OR APPLICATION THEREOF OR ANY ACCOUNT COST,


LIABILITY TO BE MADE HEREUNDER OR AS TO ANY ACT OR WAY RELATING TO THIS AGREEMENT SHALL BE SETTLED BY THE ARBITRATION IN ACCORDANCE WITH THE ARBITRATION LAWS OF THE ICC. THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT AND UNDERSTANDING CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES AND REPLACES ALL PRIOR NEGOTIATIONS AND PROPOSED AGREEMENTS, WRITTEN OR ORAL. NEITHER OF THE PARTIES MAY ALTER, AMEND, OR 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 ENTITLES TO RECOVER REASONABLY ATTORNEY FEES AND COSTS. EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) 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 FROM PERFORMING THEIR RESPECTIVE OBLIGATIONS AND DUTIES UNDER EDT INSTRUMENTS. AGREEMENT SIGNED IN COUNTERPARTS THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH, TAKEN TOGETHER, SHALL CONSTITUTE ONE AND THE SAME AGREEMENT. SALVATORY CLAUSE SHOULD ANY PART OF THIS AGREEMENT BE INVALID FOR ANY REASON, IT IS TO BE REPLACED WITH A CORRESPONDING TEXT, WHICH IS VALID AND EQUIVALENT TO THE INTENDED MEANING. THE REST OF THE AGREEMENT SHALL REMAIN UNAFFECTED AND VALID. SIGNED FOR AND ON BEHALF OF THE LESSEE


DATE SIGNED SIGNED BY COMPANY NAME ADDRESS COUNTRY COMPANYLICENSE NO. REPRESENTED BY TITLE EMAIL PASSPORT NUMBER ISSUED PLACE & DATE DATE OF EXPIRY COMPANY SEAL LESSEE'S INTERNATIONAL PASSPORT (ATTACHED AS APPENDIX A) SIGNED FOR AND ON BEHALF OF THE LESSOR DATE SIGNED SIGNED BY LESSOR COMPANY COMPANY SEAL


THE BANK COORDINATES THE LESSOR AND LESSEE AGREE TO THE FOLLOWING BANKING CO-ORDINATES PERTAINING TO THE AGREEMENT HEREIN ABOVE STATED: LESSOR'S BANK CO-ORDINATES: BANK NAME: BANK ADDRESS: ACCOUNT NAME: ACCOUNT NUMBER: SWIFT CODE: IBAN:

LESSEE'S BANK CO-ORDINATES: BANK NAME: BANK ADDRESS: ACCOUNT NAME: ACCOUNT NUMBER: SWIFT CODE: IBAN:

LESSOR AND LESSEE RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANYTIME BY PROVIDING WRITTEN REQUEST TO THE UNDERSIGNED, THE RECEIVING BANK IS DIFFERENT TO SENDING BANK. (IT'S OUR BANK REGULATIONS AND PROCEDURE).


APPENDIX A LESSEE’S INTERNATIONAL PASSPORT


APPENDIX B CLIENT INFORMATION SUMMARY IN ACCORDANCE WITH ARTICLES TWO (2) THROUGH FIVE (5) OF THE DUE DILIGENCE CONVENTION AND THE FEDERAL BANKING COMMISSION CIRCULAR OF DECEMBER 1998, CONCERNING THE PREVENTION OF MONEY LAUNDERING, AND ARTICLE 305 OF THE SWISS CRIMINAL CODE, THE FOLLOWING INFORMATION MAY BE SUPPLIED TO BANKS AND/OR OTHER FINANCIAL 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 PRECAUTIONS TO PROTECT THE CONFIDENTIALITY OF THE INFORMATION EACH HOLDS IN RESPECT OF THE OTHERS' ACTIVITIES. THIS LEGAL OBLIGATION SHALL REMAIN IN FULL FORCE AND EFFECT AT ALL TIMES. 1

PRINCIPAL:

BENEFICIARY/CLIENT/COMPANY

1.A REPRESENTED BY: 1.B NATIONALITY:

1.C PASSPORT NUMBER:

1.D DATE OF ISSUE:

1.E DATE OF EXPIRATION: 1.F DATE OF BIRTH:

1.G PLACE OF BIRTH: 1.H SSN/IDENTITY NO.:

1.I CONTACT ADDRESS:

1.J CONTACT TELEPHONE NO.:

1.K ADD. TELEPHONE NO.:

1.L MOBILE TELEPHONE NO.: 1.M FACSIMILE NO.:

1.N E-MAIL ADDRESS:

1.O OCCUPATION:

1.P BUSINESS NAME:

1.Q BUSINESS ADDRESS:

1.R BUSINESS TELEPHONE:

1.S BUSINESS FACSIMILE:

1.T ADDRESS FOR MAIL:

1.U ADDRESS FOR COURIER:

2.A LEGAL COUNSEL:


2.B ADDRESS:

2.C TELEPHONE NO.: 2.C FACSIMILE NO.: 3.A BANK: 3.B ADDRESS:

3.C ACCOUNT NAME:

3.D ACCOUNT NO.:

3.E ACCT. SIGNATORY NAME:

3.F BANK OFFICER:

3.G BANK OFFICER ADDRESS:

3.H BANK OFFICER TELEPHONE:

3.I BANK OFFICER FACSIMILE:

3.J ROUTING:

3.K S.W.I.F.T.:

4.A AMOUNT OF FUNDS/INSTRUMENT ON DEPOSIT AND AVAILABLE FOR COLLATERAL:

4.B ……………………….…………. DOLLARS/EURO

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 SIGNATORY AUTHORITY ON THE AFOREMENTIONED BANK ACCOUNT AND HAVE FULL AUTHORITY TO EXECUTE ALL CONTRACTS AND AGREEMENTS RELATING TO PLEADING THE ASSETS FOR A LOAN. THE FUNDS ARE IN FULL COMPLIANCE WITH THE ANTI-MONEY LAUNDERING POLICIES SET FORTH BY THE FINANCIAL ACTION TASK FORCE (FATF) 6/01. SIGNED FOR AND ON BEHALF OF THE COMPANY DATE SIGNED SIGNED BY COMPANY NAME ADDRESS COUNTRY COMPANYLICENSE NO. REPRESENTED BY TITLE EMAIL PASSPORT NUMBER ISSUED PLACE & DATE DATE OF EXPIRY COMPANY SEAL


APPENDIX C NON-SOLICITATION STATEMENT DATE: TO: THE COLLATERAL PROVIDER I <CEO> AS AUTHORIZED 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 FUNDS EXCHANGE AGAINST BANK GUARANTEE, TO SERVE ONLY MY INTEREST, EDUCATION AND NOT FOR FURTHER DISTRIBUTION. I, AM HEREBY AGREEING THAT ALL INFORMATION RECEIVED FROM YOU IS IN DIRECT RESPONSE TO MY REQUEST AND IS NOT IN ANY WAY CONSIDERED, 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 INFORMATION FROM YOU AND YOUR ORGANIZATION OF MY CHOICE ON MY FREE WILL AND FURTHER, THAT YOU HAVE NOT SOLICITED ME IN ANY WAY. ANY INFORMATION, WORK OR SERVICE CONDUCTED HEREUNDER IS THAT OF A PRIVATE INDIVIDUAL AND THAT THIS IS A TRANSACTION THAT IS EXEMPT FROM SECURITIES ACT AND NOT INTENDED FOR THE GENERAL PUBLIC, BUT "JUST FOR MY PRIVATE USE ONLY" SIGNED FOR AND ON BEHALF OF THE COMPANY DATE SIGNED SIGNED BY COMPANY NAME ADDRESS COUNTRY COMPANYLICENSE NO. REPRESENTED BY TITLE EMAIL PASSPORT NUMBER ISSUED PLACE & DATE DATE OF EXPIRY COMPANY SEAL


APPENDIX D CORPORATE RESOLUTION

RESOLUTION OF THE BOARD OF DIRECTORS A QUORUM OF DIRECTORS OF <BENEFICIARY/CLIENT/COMPANY> (HEREINAFTER CALLED THE "COMPANY") WITH ITS ADDRESS AT <COMPANYADDRESS>, ATTENDED IN PERSON OR BY TELEPHONE/VIDEO CONFERENCE A BOARD OF DIRECTORS MEETING WHICH WAS DULY NOTICED AND HELD ON <CONTRACTDATE>, 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: RESOLUTION: IT IS RESOLVED THAT <CEO>, HOLDER OF PASSPORT NO <PASSPORTNUMBER> AS COMPANY'S CEO AND AUTHORIZED REPRESENTATIVE/SIGNATORY OF THE COMPANY, TO ENTER INTO THIS TRANSACTION INVOLVING THE ASSIGNMENT OF BANK DEBENTURES AND OTHER BANK INSTRUMENTS. RESOLUTION: IT IS RESOLVED THAT <CEO>, AS CEO AND AUTHORIZED SIGNATORY OF THE COMPANY, TO ARRANGE THE LEASING OF BANK INSTRUMENTS, IN THE AMOUNT OF <AMMOUNT/NUMBERSANDWORDS> WITH ROLLS AND EXTENSIONS, RESOLUTION: IT IS RESOLVED THAT <CEO>, AS CEO AND AUTHORIZED SIGNATORY OF THE COMPANY <BENEFICIARY/CLIENT/COMPANY> BE ASSIGNED FULL AUTHORITY TO INSTRUCT, ARRANGE, MONITOR, EXECUTE, MANAGE AND SIGN ALL PAPERWORK, AGREEMENTS, CONTRACTS AND ALL DOCUMENTATION AS MAY BE NECESSARY WITH THIRD PARTIES, PERTINENT TO THIS TRANSACTIONS INVOLVING THE LEASING OF BANK INSTRUMENTS. RESOLUTION: IT IS FURTHER RESOLVED AT THIS MEETING OF THE BOARD OF DIRECTORS THAT <CEO>, IS HEREBY AUTHORIZED TO PAY/DISTRIBUTE ON BEHALF OF <BENEFICIARY/CLIENT/COMPANY> 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 <BENEFICIARY/CLIENT/COMPANY>. RESOLUTION: THAT <CEO>, AS CEO AND AUTHORIZED SIGNATORY OF THE COMPANY <BENEFICIARY/CLIENT/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 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 AND 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. 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 <CONTRACTDATE>. SIGNED FOR AND ON BEHALF OF THE COMPANY DATE SIGNED SIGNED BY COMPANY NAME ADDRESS COUNTRY COMPANYLICENSE NO. REPRESENTED BY TITLE EMAIL PASSPORT NUMBER ISSUED PLACE & DATE DATE OF EXPIRY COMPANY SEAL


APPENDIX E IRREVOCABLE FEE PROTECTION AGREEMENT THE MT760 RECEIVER IRREVOCABLY AGREES TO PAY A TOTAL FEE OF 6% PLUS 2% COMMISSION TO BROKERS OF THE FACE VALUE OF SWIFT MT760 (TWOWAY) INSTRUMENT. BOTH THE MT760 PROVIDER AND THE MT760 RECEIVER AGREE THAT THE PROVIDER’S AGENTS AND THE RECEIVER'S AGENTS ARE ENTITLED TO EQUALLY SHARE 2% OF THE TOTAL FACE VALUE OF SWIFT MT760 (TWO WAY) INSTRUMENT AS INTERMEDIARY COMMISSION FEES (1% EACH). THE PARTIES AGREE THAT THE ALL FEES STATED ARE COMPENSATION FOR SERVICES RENDERED AND ARE IRREVOCABLY AND UNCONDITIONALLY GUARANTEED TO BE PAID BY THE RECEIVER TO THE PROVIDER WHO GUARANTEES TO UNCONDITIONALLY PAY ALL PARTIES LISTED IN THIS FPA BY WIRE TRANSFER SIMULTANEOUSLY. THE COMMISSION FEES WILL BE FREE OF LEGAL IMPEDIMENT AND FREE OF ANY DEDUCTIONS, ADDING 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.THE SIGNATORY AGREES TO KEEP AS CONFIDENTIAL, THE IDENTITY OF AND ALL CONTACTS SO PROVIDED BY ANY OTHER SIGNATORIES. 2.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. 3.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 THE PROVIDER 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 WILL BE DISTRIBUTED AS FOLLOWS: THE PROVIDER BANK NAME: BANK ADDRESS: ACCOUNT NAME: ACCOUNT NUMBER: SWIFT CODE: IBAN: BANK OFFICER: TEL/FAX NUMBER: BANK EMAIL:

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.”

THE PROVIDER AGENT 1% BANK NAME: CLOSED BANK ADDRESS: ACCOUNT NAME: ACCOUNT NUMBER: SWIFT CODE: IBAN: BANK OFFICER: TEL/FAX NUMBER: BANK EMAIL:

REQUIRED MESSAGE


THE RECEIVER AGENT 1%: BANK NAME: BANK ADDRESS: ACCOUNT NAME: ACCOUNT NUMBER: SWIFT CODE: IBAN: BANK OFFICER: TEL/FAX NUMBER:


BANK EMAIL:

REQUIRED MESSAGE


SIGNED FOR AND ON BEHALF OF THE LESSEE DATE SIGNED SIGNED BY COMPANY NAME ADDRESS COUNTRY COMPANYLICENSE NO. REPRESENTED BY TITLE EMAIL PASSPORT NUMBER ISSUED PLACE & DATE DATE OF EXPIRY COMPANY SEAL


APPENDIX F SAMPLE SWIFT MT-199 OR 799 FROM ISSUING BANK TO BUYER BANK (TEXT MAY VARY IN SUBSTANCE BUT THE ESSENTIAL UNDERTAKING MUST BE MAINTAINED) FROM BANK NAME : BANK ADDRESS : BANK TEL : BANK FAX : BENK OFFICER NAME : SWIFT CODE : ACCOUNT NAME : ACCOUNT NO : TO BANK NAME : BANK ADDRESS : BANK TEL : BANK FAX : BENK OFFICER NAME : SWIFT CODE : ACCOUNT NAME : ACCOUNT NO : BANK GUARANTEE NO : ISSUING BANK NAME : BANK ADDRESS : CURRENCY :CURRENCY OF THE EUROPEAN UNION

OR UNITED STATES DOLLARS ISSUED DATE :00.00.2015 MATURITY DATE :<1 YEAR + 1 DAY MATURITY DATE FROM ISSUING DATE> AMOUNT :<AMMOUNT/NUMBERSANDWORDS> APPLICANT : BENEFICIARY :<BENEFICIARY/CLIENT/COMPANY> FOR VALUE RECEIVED, WE, {NAME OF ISSUING BANK}, AT {FULL BANK ADDRESS}, HEREBY ISSUE OUR IRREVOCABLE, UNCONDITIONAL AND NEGOTIABLE BG /SBLC NO <BG/SBLC NUMBER> IN FAVOUR OF THE BENEFICIARY <BENEFICIARY/CLIENT/COMPANY> FOR THE AMOUNT OF <AMMOUNT/NUMBERSANDWORDS>, VALID FOR ONE (1) YEAR AND ONE (01) DAYS AND DUE FOR PAYMENT AT MATURITY ON <1 YEAR + 1 DAY MATURITY DATE FROM ISSUING DATE> . WE HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE TO PAY IN FULL AGAINST THIS BG/SBLC AT MATURITY, WITHOUT ANY PROTEST, DELAY OR OBJECTION, THE SUM OF <AMMOUNT/NUMBERSANDWORDS>, TO THE ORDER OF THE BENEFICIARY, <BENEFICIARY/CLIENT/COMPANY> ,THE BEARER OR HOLDER THEREOF AT MATURITY. SUCH PAYMENT SHALL BE MADE FREE


AND CLEAR OF ANY DEDUCTIONS CHARGES, FEES OR WITHHOLDING, UPON RECEIVING BENEFICIARY’S FIRST DEMAND VIA BANK WIRE SYSTEM AND SURRENDER OF THIS BG/SBLC NO:<BG/SBLC NUMBER> AT THIS BANK AT MATURITY DATE. THIS BG/SBLC IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT PAYMENT OF ANY FEES. WE HEREBY ENGAGE WITH YOU THAT THE DEMAND MADE UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS BG/SBLC, SHALL BE DULY HONOURED ON DUE PRESENTATION TO US. THE DEMAND HEREUNDER MUST BE MARKED “DRAWN UNDER BG/SBLC NO <BG/SBLC NUMBER> DATED,<XX.XX.2015> <GUARANTY ISSUE DATE> THIS BG/SBLC IS CONSTRUED, GOVERNED AND ISSUED IN ACCORDANCE WITH THE RULES, REGULATIONS AND PRACTICES AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE (ICC), PARIS, FRANCE, PUBLICATION 500, LATEST REVISION. THIS SWIFT IS OUR VALID AND OPERATIVE INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES ARE FOR THE ACCOUNT OF APPLICANT. PLEASE CONFIRM YOU ARE READY TO RECEIVE AND FUND THIS BANK INSTRUMENTS WITH GOOD, CLEAN AND NON-CRIMINAL ORIGIN FUNDS. FOR AND ON BEHALF OF : ISSUING BANK : ISSUING BANK ADDRESS : BANK OFFICER 1 BANK OFFICER 2 TITLE (PIN) TITLE (PIN)


APPENDIX G SAMPLE SWIFT MT-760 FROM ISSUING BANK TO BUYER BANK (TEXT MAY VARY IN SUBSTANCE BUT THE ESSENTIAL UNDERTAKING MUST BE MAINTAINED) FROM BANK NAME : BANK ADDRESS : BANK TEL : BANK FAX : BENK OFFICER NAME : SWIFT CODE : ACCOUNT NAME : ACCOUNT NO : TO BANK NAME : <RECEIVINGBANK> BANK ADDRESS : BANK TEL : BANK FAX : BENK OFFICER NAME : SWIFT CODE : ACCOUNT NAME : ACCOUNT NO : BANK GUARANTEE NO : ISSUING BANK NAME : BANK ADDRESS : CURRENCY :CURRENCY OF THE EUROPEAN UNION

OR UNITED STATES DOLLARS ISSUED DATE :00.00.2015 MATURITY DATE :<1 YEAR + 1 DAY MATURITY DATE FROM ISSUING DATE> AMOUNT :<AMMOUNT/NUMBERSANDWORDS> APPLICANT : BENEFICIARY :<BENEFICIARY/CLIENT/COMPANY> FOR VALUE RECEIVED, WE, <NAME OF ISSUING BANK>, AT <FULL BANK ADDRESS>, HEREBY ISSUE OUR IRREVOCABLE, UNCONDITIONAL AND NEGOTIABLE BG /SBLC NO <BG/SBLC NUMBER> IN FAVOUR OF THE BENEFICIARY <BENEFICIARY/CLIENT/COMPANY> FOR THE AMOUNT OF <AMMOUNT/NUMBERSANDWORDS>, VALID FOR ONE (1) YEAR AND ONE (01) DAYS AND DUE FOR PAYMENT AT MATURITY ON <1 YEAR + 1 DAY MATURITY DATE FROM ISSUING DATE> . WE HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE TO PAY IN FULL AGAINST THIS BG/SBLC AT MATURITY, WITHOUT ANY PROTEST, DELAY OR OBJECTION, THE SUM OF <AMMOUNT/NUMBERSANDWORDS>, TO THE ORDER OF THE BENEFICIARY, <BENEFICIARY/CLIENT/COMPANY> ,THE BEARER OR HOLDER THEREOF AT MATURITY. SUCH PAYMENT SHALL BE MADE FREE


AND CLEAR OF ANY DEDUCTIONS CHARGES, FEES OR WITHHOLDING, UPON RECEIVING BENEFICIARY’S FIRST DEMAND VIA BANK WIRE SYSTEM AND SURRENDER OF THIS BG/SBLC NO:<BG/SBLC NUMBER> AT THIS BANK AT MATURITY DATE. THIS BG/SBLC IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT PAYMENT OF ANY FEES. WE HEREBY ENGAGE WITH YOU THAT THE DEMAND MADE UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS BG/SBLC, SHALL BE DULY HONOURED ON DUE PRESENTATION TO US. THE DEMAND HEREUNDER MUST BE MARKED “DRAWN UNDER BG/SBLC NO <BG/SBLC NUMBER> DATED,<XX.XX.2015> <GUARANTY ISSUE DATE> THIS BG/SBLC IS CONSTRUED, GOVERNED AND ISSUED IN ACCORDANCE WITH THE RULES, REGULATIONS AND PRACTICES AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE (ICC), PARIS, FRANCE, PUBLICATION 500, LATEST REVISION. THIS SWIFT IS OUR VALID AND OPERATIVE INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES ARE FOR THE ACCOUNT OF APPLICANT. FOR AND ON BEHALF OF : ISSUING BANK : ISSUING BANK ADDRESS : BANK OFFICER 1 BANK OFFICER 2 TITLE (PIN) TITLE (PIN)


APPENDIX H WHEN DULY SIGNED THIS SERVES AS AN ORIGINAL UNDERTAKING

REFUND UNDERTAKING FROM BANK TO BUYER DATE TRANSACTION CODE LESSEE’S TRANSACTION NO. DEAR SIR, SUBJECT: IRREVOCABLE CORPORATE REFUND UNDERTAKING WE HEREBY CONFIRM WITH FULL CORPORATE RESPONSIBILITY UNDER PENALTY OF PERJURY THAT WE ARE READY, WILLING AND ABLE TO DELIVER A FRESH CUT BG OR SBLC FOR TOTAL FACE VALUE OF <AMMOUNT/NUMBERSANDWORDS> FROM OUR ISSUING BANK, AS AGREED IN OUR DEED OF AGREEMENT TO YOUR BANK, WITHIN 48HOURS UPON CONFIRMATION OF YOUR WIRE TRANSFER OF <AMMOUNT05%WIRETRANSFER> WHICH REPRESENTS 0.5% OF THE VALUE OF TRANSACTION <AMMOUNT/NUMBERSANDWORDS> BEING THE BANK TRANSMISSION AND HANDLING CHARGES TO DELIVER BY SWIFT MT799 FOLLOWED BY MT760 TO YOUR NOMINATED BANK ACCOUNT FOR AUTHENTICATION AND VERIFICATION BEFORE DELIVERY OF HARD COPY VIA BANK BONDED COURIER SERVICE TO YOUR BANK ADDRESS WHICH IS CONTAINED IN THE LEASE CONTRACT AND DEED OF AGREEMENT. WE HOWEVER, AGREE TO REFUND IMMEDIATELY TO YOU THE <AMMOUNT05%WIRETRANSFER> AT THE END OF THE TRANSMISSION OF MT760 WITHIN 7 BANKING DAYS AFTER PAYMENT OF LEASING FEES AS STATED IN THE CONTRACT OR YOU CAN ADJUST THIS AMOUNT WHILE MAKING THE PAYMENT OF LEASE FEES. IF OUR BANKER FAILS TO DELIVER TO YOUR BANK ACCOUNT THE ELECTRONIC COPY OF BG OR SBLC VIA SWIFT MT760 WITH 72HOURS UPON CONFIRMATION OF YOUR WIRE TRANSFER PAYMENT FOR THE BANK TRANSMISSION FEES INTO OUR BANK ACCOUNT STATED THEREIN, WE WILL IMMEDIATELY REFUND TOTAL AMOUNT PAID FOR TRANSMISSION FEES INTO YOUR BANK ACCOUNT IN ADDITION TO A THE PENALTY FOR FAILURE OF PERFORMANCE BEING 1% OF THE TOTAL FACE VALUE OF BG OR SBLC.


WE HAVE GIVEN OUR CORPORATE INSTRUCTION TO OUR ISSUING BANK TO REFUND THE BANK TRANSMISSION FEES BY LODGING A COPY OF THIS UNDERTAKING ALONG WITH THE CONTRACT. OUR ISSUING BANK HAS ENDORSED THIS LETTER OF UNDERTAKING AS A TOKEN OF THEIR CONFIRMATION. LESSOR’S FULL BANKING COORDINATES FOR ISSUING INSTR UMENT (ALSO FOR REFUND) BANK NAME : BANK ADDRESS : ACCOUNT NAME : ACCOUNT NUMBER : SWIFT CODE : UNDERWRITER’S BANK COORDINATES TO RECEIVE BANK & SW IFT FEES BANK NAME : BANK ADDRESS : ACCOUNT NAME : ACCOUNT NUMBER : SWIFT CODE : IBAN : NAME AND ADDRESS OF THE UNDERWRITER : FOR AND ON BEHALF OF: LESSOR NAME : SIGNATURE ……………………………………………………………… BANK OFFICER NAME : SIGNATURE ……………………………………………………………… NOTARY OFFICER NAME : SIGNATURE ……………………………………………………………...


<OURCOMPANY> Introduction to our European Banking Group

DATE : LESSEE’S TRANSACTION NO. : THE LESSEE : ADDRESS : REPRESENTED BY : NATIONALITY : PASSPORT NO : LESSEE EMAIL : <OURCOMPANY> has the capacity to introduce you to a European Bank which will accommodate the provision of bank instruments, Bank Guarantees (BG) or SBLCs (Standby Letters of Credit) and other bank instruments which will be issued to the benefit of the beneficiary/client and which is sent to the beneficiary/client’s own bank/account. The BG/SBLC is construed, governed and issued in accordance with the rules, regulations and practices as set forth by the International Chamber Of Commerce (icc), Paris, France, publication 500, latest revision via the bank's correspondents HSBC London, Credit Suisse Zurich, Deutsche Bank in Frankfurt/Germany and/or any AA Rated Bank. The bank transmission fees of 0,5% will have to be sent to the arranging bank directly, based on a "Refund Undertaking from Bank to Buyer/Lessor" and will be returned, once the transaction has been consummated, and the beneficiary client has paid the leasing fees and the brokers’ commission. (1) If you have conducted any sort of business with the bank we will introduce to, at any time before this agreement, you agree to provide documental proof of your earlier business relation with this bank, within 5 banking days from signing of this agreement in any verifiable way via email. If such proof is not provided due to any reason, or cannot be provided because you never dealt with this bank before, our introduction to this bank is considered a valid commercial service provided by <OURCOMPANY> to you, and/or your client, and you herewith confirm that this service and

introduction represents a commercial value to you in the amount of more than

<AMMOUNT/NUMBERSANDWORDS> (2) If you have not been in business with this bank before, and cannot, or will not provide verifiable proof as to (1) above, you confirm to be irrevocably bound by this agreement and the NON-CIRCUMVENTION and NON-DISCLOSURE terms (EXHIBIT A - Non-Disclosure Non-Circumvention agreement) which are a part of this agreement, which enable you to deal with this bank exclusively through <OURCOMPANY>. If verifiable proof of earlier dealings with the bank in question is not provided as to (1) above, you herewith confirm that you will not contact, or deal with this bank, yourself, or through third parties, for your final benefit, or the benefit of any third party, now, or at any time in the future, but for at least 5 full years, starting the day this agreement is signed.

You confirm that you will not contact the bank

in the cause of this, or with any other transaction in which you gain any sort of financial reward, or have any commercial gain, yourself, or through any contact instructed by you, through any


third party, to obtain such financial reward, or commercial gain for such third party, and/or yourself.

Irrevocable, Immediate Penalty Payment Confirmation (3) In the event that you do not comply with (1), and (2) above, due to any reason, what-so-ever, during the next 5 years after signing this agreement, you irrevocably confirm and agree, to pay, without any protest, at first written demand, a penalty payment of

USD/EURO <1% OF CONTRACT VALUE> whatever is higher, depending upon conversion rates at any particular time this clause may come into effect, to <OURCOMPANY> or, as instructed by the company. You also agree to be liable to pay any interests and legal fees that occur to enforce this claim and to collect this penalty payment. To validate this condition and to enforce this penalty payment, <OURCOMPANY> will have to present, only one valid and verifiable single written proof of such an attempt by you, hard copy, or by electronic means, initiated by you, or instructed by you through any third party, in or with any other transaction in which you gain any sort of financial reward, or have any commercial gain, yourself, or through any contact instructed by you of any third party, to obtain such financial reward, or commercial gain for such third party. (4) IF YOU HAVE DEALT WITH THE BANK BEFORE and you have proven this as to (1) above, then there is no commission, or fee payment due to <OURCOMPANY> as a result of this transaction what-so-ever. <OURCOMPANY> also will not claim any fees or any sort of compensation now, or at any time in the future, for your direct, or indirect dealings with this bank now, or at any time in the future. In that case, the penalty clause (3) above does not come to effect. SIGNED FOR AND ON BEHALF OF THE LESSEE DATE SIGNED SIGNED BY COMPANY NAME ADDRESS COUNTRY COMPANYLICENSE NO. REPRESENTED BY TITLE EMAIL PASSPORT NUMBER ISSUED PLACE & DATE DATE OF EXPIRY COMPANY SEAL


EXHIBIT A - NON-DISCLOSURE NON-CIRCUMVENTION AGREEM ENT

1. NON-CIRCUMVENTION: EACH PARTY AGREES NOT TO DIRECTLY OR INDIRECTLY CONTACT, DEAL WITH TRANSACT, OR OTHERWISE BE INVOLVED WITH ANY CORPORATION, PARTNERSHIP, PROPRIETORSHIPS, TRUST, INDIVIDUALS, OR OTHER ENTITIES INTRODUCED BY EITHER PARTY WITHOUT THE SPECIFIC WRITTEN PERMISSION OF THE INTRODUCING PARTY. 2. EACH PARTY AGREES NOT TO DIRECTLY OR INDIRECTLY CIRCUMVENT, AVOID OR BYPASS EACH OTHER REGARDING ANY RENEWALS, CORPORATION, PARTNERSHIPS, PROPRIETORSHIPS, TRUSTS, OR OTHER ENTITIES INTRODUCED BY EITHER PARTY. 3. NON- DISCLOSURE: EACH PARTY AGREES NOT TO DISCLOSE OR OTHERWISE REVEAL TO ANY THIRD PARTY THE IDENTITIES, ADDRESSES, TELEPHONE NUMBERS, FACSIMILE NUMBERS, E-MAIL ADDRESSES, TELEX NUMBERS, BANK CODES, ACCOUNT NUMBERS, FINANCIAL REFERENCE, OR ANY OTHER ENTITIES INTRODUCED BY EITHER PARTY TO THE OTHER WITHOUT THE SPECIFIC WRITTEN PERMISSION OF THE INTRODUCING PARTY. 4. TERMS: THIS AGREEMENT IS VALID FOR THE FOLLOWING TERM: FIVE (5) YEARS FROM THE DATE OF SIGNING OF THIS AGREEMENT. 5. PARTIES BOUND: THIS AGREEMENT SHALL BE BINDING UPON ALL UNDERSIGNED PARTIES AND THEIR HEIRS, SUCCESSORS, ASSOCIATES, AFFILIATES AND ASSIGNS. EACH PARTY SHALL TAKE REASONABLE STEPS TO ENSURE THAT THEIR EMPLOYEES, AGENTS REPRESENTATIVES, OFFICERS, INDEPENDENT CONTRACTORS, SHAREHOLDERS, PRINCIPALS AND OTHER THIRD PARTIES ABIDE BY THE PROVISIONS OF THIS AGREEMENT. 6. NOTICE: ALL NOTICES, DEMANDS, CONSISTS, OR REQUESTS GIVEN BY THE PARTIES SHALL BE IN WRITING TRANSMITTED BY MEANS OF FACSIMILE TRANSMISSION WITH RETURN CONFIRMATION REQUESTED, POSTAGE PREPAID, TO THE OTHER PARTY AT THE LAST FACSIMILE NUMBER OR ADDRESS THE PARTY HAS DESIGNATED BY NOTICE HERE IN. NOTICE SHALL BE CONSIDERED TO HAVE BEEN GIVEN. 7. LANGUAGE: THE LANGUAGE IN ALL THE AGREEMENT SHALL BE IN ALL CASES CONSTRUCTED SIMPLY ACCORDING TO ITS FAIR MEANING AND NOT STRICTLY FOR OR AGAINST OF THE PARTIES AND IT IS AGREED THAT THE ENGLISH LANGUAGE IS USED. 8. SEVERABILITY: SHOULD ANY PORTION OF THIS AGREEMENT BE DECLARED INVALID OR UNENFORCEABLE, THEN SUCH PORTION SHALL BE DEEMED TO BE SEVERABLE FROM THIS AGREEMENT AND SHALL NOT EFFECT THE REMAINDER HEREOF. 9. INTEGRATION: THIS AGREEMENT CONSTITUTES THE ENTIRE NON CIRCUMVENTION AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR DISCUSSION, NEGOTIATIONS AND AGREEMENTS, WHETHER ORAL OR WRITTEN. THE PARTIES FURTHER INTEND THAT THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF ITS TERMS AND THAT NO EXTRINSIC EVIDENCE WHATSOEVER MAY BE INTRODUCED IN ANY JUDICIAL OR ARBITRATION PROCEEDING INVOLVING THIS AGREEMENT 10. AMENDMENTS: ANY CHANGE OR AMENDMENT TO THIS AGREEMENT, INCLUDING ORAL MODIFICATION SUPPORTED BY NEW CONSIDERATION, MUST BE REDUCED TO WRITING AND SIGNED BY ALL PARTIES BEFORE IT WILL BE EFFECTIVE. 11. WAIVER: NO WAIVER OR DEFAULT OF ANY OF THIS AGREEMENT BY ANY PARTY SHALL BE IMPLIED FROM ANY OMISSION OF SUCH PARTY TO TAKE ACTION AGAINST THE DEFAULTING PARTY. ONE OR MORE WAIVERS OF ANY COVENANT, TERMS OR CONDITION OF THIS AGREEMENT BY ANY PARTY SHALL NOT BE CONSIDERED TO BE WAIVER OF RENDER UNNECESSARY CONSENT OR APPROVAL OF SAID PARTY OF ANY SUBSEQUENT OR SIMILAR ACTS OR OMISSION. 12. ARBITRATION: ANY CONTROVERSY OR CLAIM ARISING OUT OF THIS AGREEMENT WHICH IS NOT SETTLED BETWEEN THE PARTIES THEMSELVES, SHALL BE SETTLED BY ARBITRATION IN ACCORDANCE WITH THE INTERNATIONAL CHAMBER OF COMMERCE (ICC) RULES AND ARBITRATION IS THE NEAREST REGIONAL OR ICC NON-CIRCUMVENTION AND NON-DISCLOSURE LAWS AND BINDING FOR ALL UNDERSIGNED PARTIES AND THEIR ASSOCIATES, AFFILIATED, EMPLOYEES, AGENTS HOLDERS, PRINCIPALS, HEIRS, SUCCESSORS, ASSIGNS AND OTHER THIRD PARTIES. 13. ATTORNEY'S FEES: IF ANY PARTY FILES ANY ACTION OR BRINGS ANY PROCEEDING AGAINST OTHER ARISING FROM THIS AGREEMENT, OR IS MADE A PARTY TO ANY ACTION OR PROCEEDING ARISING FROM THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER AS AN ELEMENT OF THEIR COST TO SUIT AND NOT AS DAMAGES REASONABLE ATTORNEY'S FEES TO BE FIXED BY THE COURT, ARBITRATOR OR ADJUDICATIVE AUTHORITY. THE PREVAILING PARTY SHALL BE THE PARTY ENTITLED TO RECOVER THEIR COST TO SUIT OR ARBITRATION, WHETHER OR NOT ENTITLED TO RECOVER COSTS. 14. RELATIONSHIP: THE PARTIES HERETO SHALL NOT BE DEEMED TO BE PARTNERS OR JOINT VENTURES AND NO PARTY SHALL BE LIABLE FOR ANY OTHER PARTY'S COMMITMENTS OR LIABILITIES RESULTING FROM EXECUTION OF THIS AGREEMENT. 15. FORCE AND EFFECT OF DOCUMENTS: THE PARTIES HERETO AGREE THAT A SIGNED TELEFAX OR OTHER FACSIMILE COPY OF THIS AGREEMENT SHALL HAVE FORCE AND EFFECT AS THE ORIGINAL OF THIS DOCUMENT. 16. EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) 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 FROM PERFORMING THEIR RESPECTIVE OBLIGATIONS AND DUTIES UNDER EDT INSTRUMENTS. 17. AGREEMENT SIGNED IN COUNTERPARTS THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH, TAKEN TOGETHER, SHALL CONSTITUTE ONE AND THE SAME AGREEMENT. 18. SALVATORY CLAUSE SHOULD ANY PART OF THIS AGREEMENT BE INVALID FOR ANY REASON, IT IS TO BE REPLACED WITH A CORRESPONDING TEXT, WHICH IS VALID AND EQUIVALENT TO THE INTENDED MEANING. THE REST OF THE AGREEMENT SHALL REMAIN UNAFFECTED AND VALID.

LOL (A) 5M BANK LEASE CONTRACT 2015 v2 2015 05

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