ON RECEIVER LETTER HEAD

FULL ADDRESS PHONE AND EMAIL

JOINT VENTURE AND FINANCIAL COOPERATION AGREEMENT
No.: 1002 Feb 08 - 2018

This Agreement is made and entered into this day January 29, 2018, by and between the parties
described below:

THE PROVIDER

COMPANY NAME:
COMPANY ADDRESS:
REPRESENTED BY:
PASSPORT NUMBER:
COUNTRY OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRY:

THE RECEIVER

COMPANY NAME:
COMPANY REG.
NUMBER:
ADDDRESS:

REPRESENTATIVE:
PASSPORT NUMBER:
NATIONALITY:

RECEIVER’S BANKING COORDINATES TO RECEIVE MT 103 ONE WAY AND TO RELEASE

PAYMENT VIA MT103

BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT NUMBER:
SWIFT CODE:
BANK OFFICER:
BANK TEL:
BENEFICIARY:

WHEREAS the Receiver herein desires to receive of the MT103 BANK INSTRUMENT as described
herein from the Provider. Receiver confirms with full corporate and legal responsibility that funds available
to fulfil the requirements for the purchase of this instrument is ready and Receiver further confirm to
cooperate with the Provider.

WHEREAS the Provider desires to transfer and assign all rights title and interest of the MT 103 BANK
INSTRUMENT described herein available to the Receiver. Provider represents and warrants that it has the
PROVIDER’S SIGNATURE RECEIVER’S SIGNATURE
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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 Receiver. Provider hereby declares under
penalty of perjury that the MT103 BANK INSTRUMENT be backed by funds that are good, clean, clear,
and free of non-criminal origin, will be free and clear of all liens, encumbrances and third-party interests.

NOW THEREFORE, the Party B has agreed to receive the MT103 BANK INSTRUMENT at certain
cost and the Provider has agreed to issue/deliver said MT103 BANK INSTRUMENT based on the
following terms and conditions:

1. Instrument: SWIFT MT103 (ONE WAY)

2. Issuing Bank DEUTSCHE BANK
3. Total Face Value: EURO 1,000,000.00 (ONE BILLION EUROS) WITH R & E
4. Tranches: EURO 500,000,000.00 (FIVE HUNDRED MILLION EUROS)
5. Service Fees: 9 % (NINE PERCENT) OF THE TOTAL VALUE TO PROVIDER
6. Consultancy Fees: 3 % ( THREE PERCENT) OF FACE VALUE ACCORDING TO IMFPA
7. Delivery: SWIFT MT103 (One-Way) ON INTERBANKING SCREEN
8. Payment: WIRE TRANSFER BY SWIFT MT103
PAYMENT WITHIN 3 (THREE) BANKING DAYS UPON
9. Duration of Payment: CONFIRMATION OF SWIFT MT103–ONE WAY ON INTERBANKING
SCREEN

TRANSACTION PROCEDURE:

1. The PROVIDER and the RECEIVER execute, sign and initial this Agreement which thereby automatically
becomes a full commercial recourse contract ,Receiver Send the BCL or POF ,Tear Sheet ,current or max
3 days ago .

2. Within 2 (two) banking days and after receiving the contract, the PROVIDER’s issuing Bank shall send
RWA by SWIFT MT999 /199 to the RECEIVER’s Bank.

3. On receipt of RWA by MT199, the RECEIVER’s Bank deposit USD 100K OR issue Bank Payment
Undertaking (BPU) by MT 799 to PROVIDER’s Bank OR issue Corporate cheque and Corporate Payment
Undertaking and Knowledge by Beneficiary Notarized , and intermediaries bank account.

4. Upon acknowledgement of the Bank Deposit 100 K or BPU by MT 799 OR Corporate Cheque with
Company Payment Undertaking and knowledge by Notary , the PROVIDER’s Bank shall issue and deliver
the Instrument MT 103 ONE-WAY to the RECEIVER’s Bank in favour of RECEIVER via SWIFT MT103.

5. After receiving and authenticating the financial instrument SWIFT MT103 by the Beneficiary's bank, the
Receiver shall effect within 5 (five) banking days the payment of service fees to PROVIDER’s nominated
account and simultaneously to pay the consultancy fees according to MFPA.

Should Receiver default to pay the service fees to the Provider and the consultancy fees as agreed within3
banking days of confirmation of the Bank Instrument in Receiver's bank account, Provider will instruct the
issuing bank to put a claim on the Bank Instrument thereby forcing the Receiver's bankers to return/void
the Bank Instrument to the issuing Bank.

NON-SOLICITATION
The Receiver hereby confirms and declares that the Provider, its associates or representatives or any
person or persons on its behalf has/have never ever solicited the Receiver, its shareholders or associates

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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 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, 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 entitles to recover reasonably attorney fees and
costs.

Any unauthorized calls by any party or its representative lawyers to probes or communication in an
improper way to bank(s) in this transaction shall be prohibited and contract terminated.

Any other terms and conditions, which are not mentioned herein, shall be governed by ICC600
publication, latest edition.

The Provider and Receiver agree to the following banking co-ordinates pertaining to the agreement
herein above stated:

PROVIDER’S BANK TO ISSUE INSTRUMENT – SWIFT MT 103 ONE-WAY

BANK NAME: DEUTSCHE BANK

BANK ADDRESS:
BANK ACCOUNT
NAME:
BANK ACCOUNT
NUMBER:
IBAN No.:
SWIFT CODE:
COMPANY NAME:
PROVIDER’S SIGNATURE RECEIVER’S SIGNATURE
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PROVIDER’S BANK TO RECEIVE PAYMENT (9%)

COMPANY NAME:
COMPANY
ADDRESS:
BANK NAME:
BANK ADDRESS:
BANK SWIFT
CODE:
BANK ACCOUNT
NAME:
BANK ACCOUNT
NUMBER:

PROVIDER ’S SIDE BANK TO RECEIVE PAYMENT (ONE PER CENT) – 1,5%

BANK NAME:
BANK ADDRESS:
BANK SWIFT CODE:
BANK ACCOUNT NAME: CLOSED
BANK ACCOUNT NUMBER:

RECEIVER’S SIDE BANK TO RECEIVE PAYMENT (ONE POINT FIVE PER CENT) – 1,5%

COMPANY NAME:
COMPANY ADDRESS:
BANK NAME:
BANK ADDRESS:
BANK SWIFT CODE:
BANK ACCOUNT NAME:
BANK ACCOUNT NUMBER:

IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT

THIS DAY: 29 / 01 / 2018

The Authorized Signatory

SIGNED FOR AND ON BEHALF OF THE PROVIDER:

PROVIDER’S SIGNATURE RECEIVER’S SIGNATURE

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COMPANY NAME:
COMPANY ADDRESS:
REPRESENTED BY:
TITLE:
PASSPORT NUMBER:
COUNTRY OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRY:

SIGNED FOR AND ON BEHALF OF TH RECEIVER:

COMPANY NAME:
COMPANY ADDRESS:
REPRESENTED BY:
TITLE:
PASSPORT NUMBER:
COUNTRY OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRY:

ANNEX 1

SWIFT VERBIAGE OF MT 199 RWA

------------------------------------------MESSAGE HEADER------------------------------------
INPUT : MT799 CONFIRMATION PROVIDER’S SIGNATURE RECEIVER’S SIGNATURE
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*** Sender:

SWIFT: *** ACCOUNT NUMBER:

*** Receiver:

SWIFT: *** ACCOUNT NUMBER:

-------------------------------------SWIFT MESSAGE TEXT--------------------------------

WE, THE UNDERSIGNED, XXXXXXXXXXXXXXXXXXX, LOCATED AT

XXXXXXXXXXXXXXXXXXX, WITH FULL BANK RESPONSIBILITY HEREBY CONFIRM ON
BEHALF OF OUR CLIENT XXXXXXXXXXXXXX ACCOUNT NUMBER: XXXXXXXXXXXXX
THAT WE ARE READY TO MAKE A PAYMENT BY OUR UNCONDITIONAL, IRREVOCABLE,
ASSIGNABLE, TRANSFERABLE, CASH-BACKED SWIFT MT103 IN FAVOUR OF
XXXXXXXXXXXXX WITH ACCOUNT NUMBER XXXXXXXXXXXXXXXXXXXX IN THE
AMOUNT OF EURO € 100 000 000 ,00 (one hundred million euros) REFERENCE TO TRANSACTION
CODE: …………………………, AGREEMENT NUMBER: 17007/IND-2017EM
……………………………. WE HEREBY CONFIRM THAT THESE FUNDS ARE OF NON-CRIMINAL
ORIGIN, FREE OF ANY LIENS OR ENCUMBRANCES, CLEAN AND CLEARED FROM ANY
LEGAL ISSUE. PLEASE CONFIRM TO US YOUR READINESS TO RECEIVE THE PAYMENT ON
BEHALF OF YOUR CLIENT XXXXXXXXXXXXXXXX.

FOR AND ON BEHALF XXXXXXXXXX

ANNEX 2 SWIFT VERBIAGE OF MT 103 (Cash Collateral)

FROM:
BANK NAME:
BANK ADDRESS:
BANK TEL:
BANK FAX:
PROVIDER’S SIGNATURE RECEIVER’S SIGNATURE
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BENK OFFICER NAME:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO:

TO:
BANK NAME:
BANK ADDRESS:
BANK TEL:
BANK FAX:
BENK OFFICER NAME:
BANK OFFICER EMAIL:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO:

WE, ___________________BANK, __________________________________________, WITH

BANKING RESPONSIBILITY HEREBY CONFIRM OUR NEGOTIABLE, ASSIGNABLE,
TRANSFERABLE, DIVISIBLE CASH BACKED MT103 SWIFT INSTRUMENT OF €49, 500,000.00
(FORTY NINE MILLION FIVE HUNDRED THOUSAND EURO ONLY) FOR DEPOSIT TO THE
ACCOUNT OF XXX CO. LTD WITH ACCOUNT NUMBER:
41001200040046059

WE HEREBY CONFIRM THAT THESE FUNDS TO THE BEST OF OUR KNOWLEDGE ARE CLEAN,
CLEAR FREE OF ANY LEVY LIENS OR ENCUMBRANCES AND THE RULE OF FULL
DISCLOSURE HAS BEEN ESTABLISHED THAT SURE FUNDS WERE LEGALLY OBTAINED
FROM NON-CRIMINAL ORIGIN ARE FROM A LEGAL SOURCE. THIS UNCONDITIONAL,
IRREVOCABLE, TRANSFERABLE AND CALLABLE MT103 INSTRUMENT IS BINDING FULLY
PERFORMED DUE BILL AND IMMEDIATELY CALLABLE FOR CASH PAYMENT ON THIS DAY
AND IS VALID ONE YEAR AND ONE DAY, WE CONFIRM THAT THE PAYMENT SHOULD BE
RELEASED FOR COMMERCIAL AND TRADING.

WE HEREBY INSTRUCT YOU TO IMMEDIATELY CREDIT THE ACCOUNT OF XXX CO. LTD
WITH ACCOUNT NUMBER:

THIS IS AN OPERATIVE INSTRUMENT SUBJECT TO THE INTERNATIONAL UNIFORM

COMMERCIAL CODE AS IT RELATES TO BANK CREDIT PAYMENT AND TRANSFER.

PLEASE ADVICE THE BENEFICIARY OF FUNDS TRANSFER IN THE AMOUNT OF

€500,000,000.00 (FIVE HUNDRED MILLION EURO) FOR TRADING AND COMMERCIAL.

PLEASE ADVISE RECEIVING ACCORDING TO THE BENEFICIARY’S INSTRUCTIONS TO DO

THE TRANSFER OF THIS OPERATIVE INSTRUMENT.

PLEASE CONFIRM DEPOSIT TO THE ADVISED ACCOUNT HOLDER WHEREBY WE CONFIRM

AND GUARANTEE THAT THE FUNDS WILL NOT BE CLAIMED BACK.
RECORD INFORMATION SWIFT ORDER IS MAC: (PAC) PEG ENC) CHK (INT) PED) (MAC). FOR
AND ON BEHALF OF (NAME OF BANK AND ADDRESS)

AUTHORIZED OFFICER 1: XXXXXXXXXXXXXX PIN NO: XXXXXX

AUTHORIZED OFFICER 2: XXXXXXXXXXXXXX PIN NO: XXXXXX

PROVIDER’S SIGNATURE RECEIVER’S SIGNATURE

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AFFIRMATION OF MT103 ONE-WAY TRANSACTION

DATE: 29.01.2018
TRANSACTION CODE: RBP-DILL/___/___/____

PROVIDER’S SIGNATURE RECEIVER’S SIGNATURE

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-I hereby affirm that I am in complete understanding of the SWIFT MT103 OPERATIVE
INSTRUMENT transaction only.

-I understand that PROVIDER NOMINATED issuing bank will send via SWIFT by each tranche the
MT103 message only in the amount of €500,000,000.00 (FIVE HUNDRED MILLION EUROS) to my
designated account.

-I also understand the following:

-The PROVIDER’S issuing bank has agreed to send the SWIFT MT103 message only.
-The PROVIDER ISSUING BANK WILL NOT SEND CASH TO MY BANK ACCOUNT – IT
MEANS NO SWIFT MT202 FOLLOWS.
-The OPERATIVE INSTRUMENT SWIFT MT103 is only for credit enhancement.
-This is the OPERATIVE INSTRUMENT transaction which means that the SWIFT will appear on
receiving bank screen and there will be verification communication with PROVIDER only during
appointed window time by SWIFT only AND ONLY DURING APPOINTED WINDOW TIME and
not possible any communications with PROVIDER by telephone or email.

-I must have a credit line ready against which I will use the MT103 OPERATIVE INSTRUMENT to
pay for this transaction.

-I am absolutely and completely clear of this transaction and am ready to fulfill my part. I AM
AWARE AND NOTIFIED THAT PROVIDER CAN SEND THE ‘FRAUD ALERT’ SWIFT
MESSAGE TO CENTRAL BANK AND HEAD BANK OFFICE IF I WON’T BE ABLE TO
FULLFILL MY PART OF OBLIGATIONS

SIGNED FOR AND ON BEHALF OF THE RECEIVER:

Represented By:
Passport №:
Nationality:
Issue Date:
Expire Date:

SWIFT MT 799
BANK PAYMENT UNDERTAKING

DATE :
FROM :
ADDRESS :
SWIFT CODE :
BY ORDER OF OUR CLIENT :
ACCOUNT NAME :
ACCOUNT NUMBER :

TO : TO BE APPOINTED
SWIFT CODE :
PROVIDER’S SIGNATURE RECEIVER’S SIGNATURE
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TRANSACTION CODE : CONTRACT NUMBER
BENEFICAIRY NAME :
ACCOUNT NAME :
ACCOUNT NUMBER :
BENEFICIARY :

AT THE REQUEST OF OUR CLIENT, <_________________________________________> FOR THE BENEFIT OF <MR. xxxxxxxxxxxxxxxxxxxx>, WE,
BANK, HEREBY CONFIRM THAT WE ARE PREPARED TO UNDERTAKE THE FOLLOWING:

(1) TO RECEIVE, VIA SWIFT MT760 INTO OUR CLIENT’S ABOVE-LISTED ACCOUNT, HUNDRED TWENTY FIVE MILLION US DOLLARS
($125,000,000.00) CASH-BACKED, ASSIGNABLE, TRANSFERABLE, DIVISIBLE AND UNCONDITIONAL STAND BY LETTER OF
CREDIT ($125M SBLC”); AND,

(2) TO SWIFT TRANSFER AMOUNT OF XX MILLION US DOLLARS ($0,000,000.00) WITHIN TEN TO FIFFTEEN (10-15-21) BANKING
DAYS POST VERIFICATION AUTHENTICATIONS TO THE BELOW-LISTED ACCOUNT AFTER SUCCESSFULLY RECEIVING AND
AUTHENTICATING THE 125,000,000.00 US DOLLARS STAND BY LETTER OF CREDIT DELIVERED VIA SWIFT MT760 TO OUR
CLIENT’S ABOVE ACCOUNT AND THE HARD COPY RECEIVED BY OUR OFFICE BY BONDED COURIER.

BANK NAME : TO BE APPOINTED

ACCOUNT NUMBER :
ACCOUNT NAME :
SWIFT CODE :

WE, HEREBY CONFIRM THAT THE XX MILLION US DOLLARS ($0,000,000.00) IS GOOD, CLEAN AND CLEARED FUNDS DERIVED
FROM A LEGAL SOURCE.

YOURS FAITHFULLY,
FOR AND ON BEHALF OF BANK-XXXX ADDRESS

AUTHORIZED BANK OFFICER

<NAME, TITLE, PIN CODE>

SAMPLE REFUND UNDERTAKING LETTER FOR BANK CHARGES FROM THE PROVIDER
(Text may vary in substance but the essential undertaking must be maintained)
TRANSACTION CODE : XXX 00/00/2017.
ATTN : XXX CLIENT NAME XXX
XXX CLIENT ADDRESS XXX
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 $
€00,000,000.00 (AMOUNT IN WORD) FROM OUR ISSUING BANK <NAME & ADDRESS OF BG /SBLC ISSUING
BANK>,AS AGREED IN THE DEED OF AGREEMENT TO YOUR BANK COORDINATES WITH <ACCOUNT NAME
& ACCOUNT NUMBER OF BG/SBLC FROM RECEIVING BANK>, WITHIN 48HOURS UPON CONFIRMATION OF
YOUR WIRE TRANSFER OF $€00,000.00 (AMOUNT IN WORD) BEING THE BANK TRANSMISSION,
ADMINISTRATIVE AND HANDLING CHARGES TO DELIVER BY SWIFT MT799 FOLLOWED BY MT760 OR BY
DIRECT 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 OUR DEED OF AGREEMENT.
KINDLY RE-CONFIRM YOUR RECEIVING BANK ACCOUNT INFORMATION BELOW.

LESSEE’S BANKING COORDINATES TORECEIVE BANK GUARANTEE (BG/SBLC) VIA SWIFT MT799/MT760.
BANK NAME : XXX
BANK ADDRESS : XXX
ACCOUNT NAME : XXX
ACCOUNT NUMBER : XXX
BANK OFFICER : XXX
SWIFT CODE : XXX

WE HOWEVER, AGREE TO REFUND IMMEDIATELY TOYOU THE $€00,000.00 (AMOUNT IN WORD) AT THE
END OF THE TRANSMISSION OF MT760 WITHIN 3 BANKING DAYS AFTER PAYMENT OF LEASING FEES AS
STATED IN THE CONTRACT OR YOU CAN ADJUST THIS AMOUNT WHILE MAKING THE PAYMENT OF LEASE

PROVIDER’S SIGNATURE RECEIVER’S SIGNATURE

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FEES. IF OUR BANKER FAILS TO DELIVER TO YOUR BANK ACCOUNT THE ELECTRONIC COPY OF BG VIA
SWIFT MT760 WITH 72HOURS UPON CONFIRMATION OF YOUR DIRECT WIRE TRANSFER PAYMENT FOR
THE BANK TRANSMISSION FEES INTO OUR BANK ACCOUNT STATED BELOW, 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/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 BANKING COORDINATES FOR ISSUING BANK GUARANTEE (BG/SBLC) VIA SWIFT MT799/MT760
(ALSO FOR REFUND).
BANK NAME : XXX
BANK ADDRESS : XXX
ACCOUNT NAME : XXX
ACCOUNT NUMBER : XXX
IBAN NUMBER : XXX
SWIFT CODE : XXX
BANK OFFICER : XXX

LESSOR’S BANKING COORDINATES TO RECEIVE BANK TRANSMISSION/ADMINISTRATIVE FEES.

BANK NAME : XXX
BANK ADDRESS : XXX
ACCOUNT NAME : XXX
ACCOUNT NUMBER : XXX
SWIFT CODE : XXX

FOR AND ON BEHALF OF:

LESSOR SIGNATURE
LESSOR NAME

CLIENT INFORMATION SUMMARY LETTER HEAD

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 Provider, 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.

COMPANY NAME
1
2 COMPANY ADDRESS
3 COMPANY REG. No.
4 REPRESENTED BY
5 ID NUMBER
6 Passport Expire Date

COMPANY NAME
1

PROVIDER’S SIGNATURE RECEIVER’S SIGNATURE

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2 REPRESENTED BY
3 BANK NAME
4 BANK ADDRESS
5 ACCOUNT NAME
6 ACCOUNT No. / IBAN
7 SWIFT CODE
8 BANK OFFICER
9 BANK OFFICER PHONE

Company Profile: Describe the nature of the Buying entity, Ownership, directors, company objectives in the space
below.
---------------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------------
Attached hereto as Evidence of the Companies registration is copy of the Companies Business License and Secretary
of State Certificate of good standing (FILE IS ATTACHED).
It is agreed that facsimile or Electronic copies of this Client Information Sheet, or any other associated documents to
this transaction, are as valid and legal as delivered originals.
I, Mr. XXXXXXX, Hereby Swear, under penalty of perjury, the information given above is accurate and true.
Declaration: i hereby swear under penalty of perjury, that the information provided is both true and accurate. I am
the signatory on the aforementioned bank account. All monies engaged in this transaction are derived from non-
criminal origin; and, are good, clean and cleared. The origin of funds are in compliance with anti-money-laundering
policies as set forth by the financial action task force (FATF) 6/01

AGREED AND SIGNED THIS DATE 02 November 2018 FOR AND ON BEHALF OF XXXXXX

___________________________________
(Authorized Signature)
Client Name:
Company Name:

PROVIDER’S SIGNATURE RECEIVER’S SIGNATURE

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BOARD RESOLUTION:

A quorum of directors of --------------------------------- (Hereinafter called the "Company") with its

address at

attended in person or by telephone/video conference a Board of Directors meeting which was

duly noticed and held on (……./2014). 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 ,Mr. -------- holder of Passport No.:------- 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,-----, holder of Passport No.:-------603, holder as President Director and
authorized Signatory of the company, to arrange the leasing of Bank Instruments, in the amount of
Five Hundred Million Euros (Euro500 000,000,) with rolls and extensions.

RESOLUTION:
It is resolved that……………………………………, holder as President Director and authorized
Signatory of, 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 Lease of Bank Instruments.

RESOLUTION:
It is further resolved at this meeting of the Board of Directors that ............... is hereby authorized
to pay/distribute on behalf of Join Well International Investment Holdings Limited. 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 …….

RESOLUTION:
That………………..,as the President Director 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 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.

PROVIDER’S SIGNATURE RECEIVER’S SIGNATURE

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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 contract 2015

For and on behalf of the company

________________________________
Name:
Nationality:
Passport Number:
Date of Issuance:
Date of Expiration:

NON-SOLICITATION STATEMENT
Date :

To: The Lessor

I, -------- as Cash Owner and Signatory, do hereby confirm that I have requested of you and your organization,
specific confidential information and documentation on behalf of myself regarding currently available Project
funding to serve only my interest, education, and not for further distribution .

I hereby agree that all information received from you is in direct response to my request, and is not in any way
considered or intended to be a solicitation of any sort, or any type of offering, and for my general knowledge
only. I hereby affirm under penalty of perjury, that I have requested this information from you and your
organization of my choice and free will and further, and that you have not solicited me in any way.

PROVIDER’S SIGNATURE RECEIVER’S SIGNATURE

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I hereby represent that I am not an informant, nor am I associated with any government agency of the United
States of America, or any other country, such as the Secret Service, Internal Revenue Service, Federal Bureau of
Investigation, Central Intelligence Agency, Securities and Exchange Commission, Banking Commission, nor any
agency whose purpose is to gather information regarding such offerings.

I understand that the contemplated transaction is strictly one of private placement, and is in no way relying
upon, or relating to, the United States Securities Act of 1933, as amended, or related regulations, and does not
involve the sale of securities.

Further, I hereby declare that you have disclosed that you are not a licensed Security trader, attorney, bank
officer, certified public accountant or financial planner.

Any information, work or service conducted hereunder is that of a private individual and that this is a project
funding transaction that is exempt from the Securities Act and not intended for the general public but Private
Use only.

The electronic mail transmission of this document shall be considered a binding and enforceable instrument,
treated as original copy. Original may be obtained upon request.

Agreed by THE LESSEE

____________________
For and on behalf of
Name :
Title :
Passport No. :
Issued at :
Date of Issue :
Date of Expiry :

NON-CIRCUMVENTION AND NON-DISCLOSURE

All parties do herein agree that the non-circumvention and non-disclosure rules (NCNDA) 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 NCNDA 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 Lessor's code
and the Lessee's code referred to herein.
。

Should a contract be signed between the Lessor and the Lessee, 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.
PROVIDER’S SIGNATURE RECEIVER’S SIGNATURE
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An executed facsimile or email copy shall be deemed to be as an ORIGINAL.

For and on behalf of Lessee:

________________________
For and on behalf of
Name :
Title :
Passport No. :
Issued at :
Date of Issue :
Date of Expiry :

PROVIDER’S PASSPORT COPY

PROVIDER’S CERTIFICATE OF INCORPORATION

RECEIVER’S COPY OF PASSPORT

PROVIDER’S SIGNATURE RECEIVER’S SIGNATURE

 ON RECEIVER LETTER HEAD
FULL ADDRESS PHONE AND EMAIL

“ELECTRONIC SIGNATURE IS VALID AND ACCEPTED

AS HAND SIGNATURE”

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect
of any provisions of this Contract. As applicable, this Agreement shall be:
1. 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
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. ELECTRONIC SIGNATURE IS VALID AND LEGALLY – BINDING AS AN
ORIGINAL IF TRANSMITTED IN SECURE AND CERTIFIED *.PDF FORMAT

***** THE END OF THE AGREEMENT *****

PROVIDER’S SIGNATURE RECEIVER’S SIGNATURE