TRANSACTIONFREERENCE NUMBEER:

AGREEMNET NUMBER:
DATE OF EXECUTION:

INTERNATIONAL CHAMBER OF COMMERCE

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT
(NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
BETWEEN

PARTY A :

AND

PARTY B:

WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of the
future legal obligations, are bound by a duty of Confidentiality with respect to their sources and
contacts. This duty is in accordance with the International Chamber of Commerce.

WHEREAS the undersigned desire to enter a working business relationship to the mutual and
common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders,
partners, co-ventures, trading partners, and other associated organizations (hereinafter referred to
as
“Affiliates”).

NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein
and other good and valuable considerations, the receipts of which is acknowledged hereby, the
parties hereby agree as follows:

1. TERMS AND CONDITIONS :

A. The parties will not in any manner solicit, nor accept any business in any manner from
sources or their affiliates, which sources were made available through this agreement,
without the express permission of the party who made available the source and,
B. The parties will maintain complete confidentiality regarding each other business sources
and/or their Affiliates and will disclose such business sources only to the named parties
pursuant to the express written permission of this party when made available the source,
and,
C. That they will not in any of the transactions the parties are desirous of entering into and do,
to the best of their abilities assure the other that the transaction codes established will not
be affected.
That they will not disclose names, addresses, e-mail address, telephone and tele-fax or telex numbers
to any contacts by either party to third parties and that they each recognize such contracts as the
exclusive property of the respective parties and they will not enter into any direct negotiations or
transactions with such contracts revealed by the other party and That they further undertake not to
enter into business transaction with banks, investors, sources of funds or other bodies, the names of
which have been provided by one of the Parties to this agreement, unless written permission has been
obtained from the other party(s) to do so. For the sale of this agreement, it does not matter whether
information obtained from a natural or a legal person. The parties also undertake not to make use of a
third party to circumvent this clause

The Receiver:

D. That in the event of circumvention of this Agreement by either party, directly or indirectly,
the circumvented party shall be entitled to a legal monetary penalty equal to the maximum
service it should realize from such a transaction plus any and all expenses, including but
not limited to all legal costs and expenses incurred to recover the lost revenue.
E. All considerations, benefits, bonuses, participation fees and/or fees received as a result of
the contributions of the parties in the Agreement, relating to any and all transactions shall
be allocated as mutually agreed.
F. This Agreement is valid for any and all transaction between the parties herein and shall be
governed by the enforceable law in All Commonwealth Countries, European Union
Countries, USA Courts, or under Swiss Law in Zurich, in the event of dispute, the
arbitration laws of states will apply.
G. The signing parties hereby accept such selected jurisdiction as the exclusive venue. The
duration of the Agreement shall perpetuate for five (5) years from last date of signing.

2. AGREEMENT TO TERMS
A. Signatures on this Agreement received by the way of Facsimile, Mail and/or E-mail shall
be an executed contract. Agreement enforceable and admissible for all purposes as may be
necessary under the terms of the Agreement.
B. All signatories hereto acknowledge that they have read the foregoing Agreement and by
their initials and signature that they have full and complete authority to execute the
document for and in the name of the party for which they have given their signature.

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

We the undersigned hereby referred to as the RECEIVER, under penalty of perjury do hereby
irrevocably confirm and irrevocably accept to pay all intermediaries and fee holders at the same
time and in a manner as the seller is being paid for each and every transaction of this contract up
to the completion of the contract plus increases, rollovers and extensions and in accordance with
the bank details to be specified in this contract.

We, the RECEIVER, irrevocably confirm that we shall order and direct our bank to endorse
automatic payment orders to the beneficiaries named below in accordance with the IMFPA based
on the quantities stated in the bills of lading for each and every shipment as described in this
agreement; furthermore,

We, the RECIVER, confirm that all pay orders shall automatically transfer funds as directed into
each beneficiaries designated bank account within 3 (THREE) days after the date of closing and
completion of each and every shipment of the product during the contract term plus any increase,
extensions and rollovers of the specified contract. For the purpose of clarity, we confirm that the
closing and completion of each and every shipment shall be deemed to take place when the letter
of credit issued by the buyer has been drawn down at the counters of the issuing bank.

We, the RECEIVER, agree to provide all beneficiaries with written evidence of the pay orders
lodged with our bank together with acknowledgements of their acceptance by the bank.
Furthermore, our bank shall be instructed to provide duly signed and stamped acknowledgement
of this instruction as set out in the annex. Forming part of this agreement. It is understood that for
the purposes of this Master Fee Protection Agreement, our bank shall be the same bank and this
IMFPA acts as an integral part of it.

We the undersigned being the RECEIVER, named legally authorized representative as stated
within the signed and legally binding main transaction, contract unconditionally agree and
undertake to approve and originate all payments in EURO currency to all beneficiaries named
below as their rightful and payable fees.

The Receiver:
This agreement also acts as a record confirming the fee amounts for each named beneficiary as
set out below:-

TERMS & CONDITIONS:

This master fee protection agreement covers the initial contract and shall include any renewals,
extensions, rollovers, additions or any new or transfer contract any how originated from this
transaction because of the above intermediaries or changing codes of the initial contract entered
into between the SENDER and the RECEIVER.

This master fee protection agreement and any subsequently issued pay orders shall be assignable,
transferable and divisible and shall not be amended without the express written and notarized
consent of the receiving beneficiary.

All parties agree neither to circumvent nor to attempt circumvent either for the transaction of this
current contract or in the future for a period of five (5) years from the date of the execution of this
fee protection agreement. This document binds all parties, their employees, associates, transferees
and assignees or designees. All faxed and/or e-mailed signatures shall be considered as original
signatures for the purpose of binding all parties to this agreement. This document may be signed
and in any number of counterparts all of which shall be taken together and shall constitute as
being one and the same instrument.

Any party may enter into this document and the agreement constituted thereby by signing any
counterpart any time, date or period mentioned in any provision of this document shall only be
amended by agreement in writing and signed off by all parties concerned. Furthermore, we agree
that any and all fees due shall be paid to the beneficiaries as a result of any renewal, all rollovers
and extensions of the contract and that we shall effect all necessary documentations with our bank
without any undue delays to ensure such fees and paid within the terms of the agreement.

PARTIAL INVALIDITY:
The illegality, invalidity and non-enforceable provision of this document under the laws of any
jurisdiction shall not affect its legality, validity or enforceability under the laws of any other
jurisdiction or provision.

GOVERNING LAW AND JURISDICTION:

This document shall be governed & construed in accordance with current EUROPE or I.C.C. 619
& 664 signed between partners NCND laws.

ARBITRATION:
All parties agree to refer any disputes between the parties arising out of or in connection with this
agreement including any questions regarding its existence, validity or termination to arbitration
rules of the international arbitration center (I.A.C). The appointed arbitrator shall hold the
proceedings in the USA and the rules of the IAC shall apply. This document is signed and
accepted by parties named below as to be included in the main contract as part of the main
contract.
This IMDPA is our irrevocable pay order to the project developers, is and shall remain an integrate
part of the referenced this PGL between Receiver and INVESTOR. This IMDPA shall remain in
effect until this transaction, including any renewals, extensions and additions are fully completed.

ARBITRATION: All disputes and questions whatsoever which arises between the Investor,
Receiver and/or Beneficiaries/Project Developers to this Agreement and touching on this IMDPA
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 IMDPA 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 IMDPA, except by an instrument in writing signed
by both Parties and recipients of funds. This IMDPA will be governed by and construed in
accordance with the laws of United Kingdom. If either Party and/or Recipient(s) of funds shall be
required to bring any legal actions against the Pay or in order to enforce any of the terms of this
IMDPA the prevailing party shall be entitled to recover reasonably attorney fees and costs.

This IMDPA, if transmitted by facsimile or electronic mail, shall be considered an original, legally
enforceable document. Generally recognized International Standards of Non-Circumvention &
Non- disclosure (NC/ND) are applicable for a period of Five (5) Years from the date of this
document or the last date of this PGL, including any renewals, extensions and additions that are
fully completed /signed /sealed 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. And, project developers
and master paymasters are NOT Advisors of any Kind.

Parties to this IMDPA are independent agreed and all contemplated payments and/or
disbursements hereunder are divided interests. Nothing in this IMDPA construes or creates a
partnership or employer/employee relationship between or among the Pay or and recipient(s) of
funds here to. All taxes, federal, State, or other is the independent responsibility of each of the
recipient party hereto. The above stated codes 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.

THIS IRREVOCABLE PAY ORDER / IMDPA WILL COME INTO EFFECT WITHIN 24
(TWENTY-FOUR) HOURS AFTER BOTH PARTIES HAVE EXECUTED THE AGREEMENT
AND ONLY AFTER THE INVESTOR’S BANK HAVE MADE THE RELATED TRANSFER OF
INVESTMENT FUNDS TO RECEIVER’S/PAYOR’S BANK COMMON ACCOUNT. ALL
SWIFT MT103/202 WIRE TRANSFERS TO BE MADE HEREUNDER WILL BE MADE IN
EURO CURRENCY AND SHALL HAVE A SPECIAL MESSAGE ATTACHED TO IT AND
READ: “URGENT, THE SAME DAY VALUE AND CREDIT”, AS PER THE AGREED TERMS
AND CONDITIONS IN THIS AGREEMENT AND IMDPA, WHICH BANKING
COORDINATES ARE AS FOLLOWS:

FOLLOWING BANK COORDINATES ARE THE DETAILS OF PAYMENTS / SWIFT COPIES

TO BE MADE WITH BELOW DETAILS:
 PARTIES BANKING DETAILS

A) The reciver’s bank details:

NAME
ADDRESS
REGISTRATION NO.
REPRESENTED BY
PASSPORT NO
PLACE OF ISSUE
ISSUE DATE
EXPIRY DATE
BANK NAME
BANK ADDRESS
BANK OFFICER NAME
BANK OFFICER TEL
BANK OFFICER E-MAIL
ACCOUNT NAME
IBAN NUMBER
SWIFT/GPI CODE TCZBTR2AXXX
Investor side

SIGNATURE:

Investor Side Facilitatiors Paymasters Bank Details 2 %(two point zero) out of 100% of
net value of each tranche of the above mentioned contract according to the special conditions to
this agreement, R&E (including rolls and extensions) to be forward to the following account to
be delivered by the flowinf beneficiaries as per percentage below:

AKONT NAME:
BANK NAME: TC.ZİRAAT BANKASI AŞ.
BANK ADDRESS:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT No. (EURO):
BANK OFFICER NAME:
BANK OFFICER EMAIL:
BANK OFFICER TEL:
CLIENT’SNATIONALITY: DUTCH
PASSPORT NUMBER:

SIGNATURE:
 Name / Title:
Company:
Company Address:

Date of Expiry:
Country of Issuance:
Date of Signed :

Verifiable by Banker to Banker E-mail Endorsement Registration

SIGN/SEAL SIGN/SEAL

OFFICER NAME: OFFICER NAME:

TITEL: TITEL:
PIN: PIN: