Financial Instruments

1) 

PARTY B SUBMITS TO PARTY A THIS SIGNED AGREEMENT, TOGETHER WITH CLIENT INFORMATION SHEET, CORPORATE BOARD RESOLUTION, NON-SOLICITATION LETTER, SIGNATORY'S PASSPORT COPY, CORPORATE REGISTRATION AND THE IRREVOCABLE MASTER FEE PROTECTION AGREEMENT AND PAY ORDER, AND BANK READINESS LETTER TO CLIENT. NOTE: The submission list is not exhaustive and other necessary documents to verify and support the submission may be requested.

2)

AFTER COMPLETED DUE DILIGENCE, PARTY A COUNTERSIGNS THIS AGREEMENT AND IT THUS BECOMES A FULL RECOURSE COMMERCIAL CONTRACT AND RETURNS IT TO PARTY B, ALONG WITH PARTY A’S FULL BANKING COORDINATES AND THE SIGNATORY’S PASSPORT COPY. BOTH PARTIES SHALL LODGE THIS AGREEMENT WITH THEIR RESPECTIVE BANKS.

3)

ON THE SAME DAY THIS AGREEMENT SIGNED, PARTY A WILL ISSUE “IRREVOCABLE CORPORATE REFUND RECOURSE UNDERTAKING“ ON HIS COMPANY LETTER HEAD TO THE PARTY B TO TRANSFER THE AGREED BANK SWIFT TRANSMISSION CHARGES OF EURO/USD200,000.00 TO PARTY A’S DESIGNATED RECEIVING BANK ACCOUNT OR BLOCKED FUNDS VIA MT760 FOR 52+2% (54% TOTAL) OF FACE VALUE (NOTE: BLOCKED FUNDS MUST BE FROM PRIME BANK) OR 1% OF PURCHASE AMOUNT OF FIRST TRANCHE PLACED INTO AN ATTORNEY ESCROW ACCOUNT (CHOSEN BY SELLER).

4)

WITHIN TWO (2) BANKING DAYS UPON RECEIVED PARTY A’S “IRREVOCABLE CORPORATE REFUND RECOURSE UNDERTAKING“, PARTY B WILL REMIT AGREED BANK SWIFT TRANSMISSION CHARGES OR BLOCKED FUND BY MT760 TO PARTY A’S DESIGNATED RECEIVING BANK ACCOUNT (PARTY B SHALL PROVIDE A COPY OF REMITTED RECEIPT TO PARTY A FOR TRACING), OR REMIT 1% OF PURCHASE AMOUNT OF FIRST TRANCHE INTO AN ATTORNEY ESCROW ACCOUNT (CHOSEN BY SELLER).

5)

WITHIN THREE (3) BANKING DAYS AFTER RECEIVED ABOVE BANK SWIFT TRANSMISSION CHARGES OR BLOCKED FUND, PARTY A SHOULD INSTRUCT HIS ISSUING BANK TO SEND TO PARTY B’S DESIGNATED BANK RECEIVING ACCOUNT WITH FULL BANK RESPONSIBILITY, A PRE-ADVICE VIA SWIFT MT799 STATING CAPABILITY OF DELIVERY OF THE MTN BY SWIFT MT-760. (PARTY A SHALL PROVIDE A COPY OF SAID MT799 PRE-ADVICE TO PARTY B FOR TRACING). NOTE: IF BUYER CHOOSES TO GO WITH 1% ESCROW OPTION, SELLER WILL GO DIRECT TO MT760 PROCEDURE STEP #7, SKIPPING PROCEDURE STEP #6.

6)

WITHIN THREE (3) BANKING DAYS AFTER RECEIPT AND CONFIRMED THE ABOVE MT799 PRE-ADVICE, PARTY B’S PAYING BANK CONFIRM READINESS TO RECEIVE THE MTN.

7)

WITHIN THREE (3) BANKING DAYS OF RECEIPT RWA FROM RECEIVER BANK, PARTY A’S ISSUING BANK THEN ISSUES AND SENDS THE MTN VIA SWIFT MT760 TO PARTY B‘S DESIGNATED BANK RECEIVING ACCOUNT. (PARTY A SHALL PROVIDE A COPY OF SAID MT-760 TO PARTY B FOR TRACING).

8)

WITHIN FIVE (5) BANKING DAYS AFTER CONFIRMATION OF THE ABOVE MT760 MTN, PARTY B’S PAYING BANK OFFICER SHALL REMOVE THE BLOCK AND RELEASE THE AGREED FUNDS TO PARTY A’S DESIGNATED BANK ACCOUNT, AND THEN SIMULTANEOUSLY PAYS 2% OF FACE VALUE OF EACH TRANCHE AS CONSULTANCY FEES/COMMISSIONS TO THE CONSULTANTS, AS PER THE RELEVANT IRREVOCABLE MASTER FEE PROTECTION AGREEMENT. THE 1% ADVANCE PAYMENT HELD IN ESCROW ACCOUNT WILL BE RELEASED TO SELLER AT SAME TIME AS MT103 PAYMENT.

9)

WITHIN SEVEN (7) BANKING DAYS OF RECEIPT OF AGREED PAYMENTS, PARTY A’S BANK SHALL SEND THE MTN HARD COPY ORIGINAL TO PARTY B’S DESIGNATED BANK RECEIVING ACCOUNT BY BANK BONDED COURIER.

10)

ALL SUBSEQUENT TRANCHES WILL BE BASED ON THE SAME PROCEDURES OR AGREED BY BOTH PARTIES, UNTIL COLLATERAL OR FUNDS BECOME EXHAUSTED.

11)

ANY UNAUTHORIZED BANK CALLS, PROBES OR COMMUNICATIONS, OR AN IMPROPER SOLICITATION OR DISCLOSURE INVOLVING ANY OF THE BANKS CONCERNED IN THIS TRANSACTION WILL RESULT IMMEDIATE CANCELLATION OF THIS TRANSACTION AND SUBJECT THE VIOLATING PARTY TO DAMAGES.