DEED OF AGREEMENT

DATE :
TRANSACTION CODE:
This agreement is made and entered into this day XX/XX/2023, by and between the parties
described below:

THE SELLER

Corporate Name

Mailing Address

Represented By

Designation

Passport No.

Nationality

and

THE BUYER

Corporate Name

Mailing Address

Represented By

Designation

Passport No.

Nationality

WHEREAS. The Buyer desires to Purchase Standby Letter of Credit (SBLC) from the Seller.
Seller confirms with full corporate and legal responsibility that funds available to fulfill the
requirements for Purchasing of this instrument are ready and Buyer further confirm to cooperate
with the Seller.

WHEREAS. The Seller desires to purchase, transfer and assign all rights, title and interest of the
SBLC available to it to the Buyer. Seller 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 Buyer. Seller hereby declares
under penalty of perjury that the SBLC will be backed by funds that are good, clean, clear, and
free of non-criminal origin, the SBLC will be free and clear of all liens, encumbrances and third
party interests.

NOW THEREFORE, The Buyer has agreed to Buyer the SBLC at 32%+2% of Face Value for
the instrument requested and Seller has agreed to issue SBLC for Buyer and both Parties hereby
agree to the following:

TRANSACTION DESCRIPTION:
1. Instrument: Standby Letter of Credit (SBLC)Buyer
2. Total Face Value: CLIENTS FACE VALUE
3. Issuing Bank: Deutsche Bank AG Frankfurt.
4. Age: One Year and One Day (With the option of Rolls and Extension)
5. Selling Price: 32% + 2%
6. Delivery: Bank to Bank Swift MT799 and MT760
7. Payment: MT103
8. Hard Copy: By Bank Bonded Courier within 7 banking days after delivery of SWIFT.

TRANSACTION PROCEDURE:
1. Seller and Buyer execute, sign and initial this Deed of Agreement, which thereby
automatically becomes a full commercial recourse contract to be lodged by both parties for
initiation of Swift Transmission.

2. Within three (3) banking days after both parties sign the Agreement, After the Due Diligence
and DOA signed by both sides the issuing bank account officer will issue a RWA (Ready
Willing & Able) letter directly to your receiving bank account officer to confirm the authenticity
of the Swift and Transaction.

3. Within three (3) working days after the Buyer receives RWA (Ready willing and able) letter,
The Buyer will make payment by direct wire transfer into the Seller's provided bank
coordinates for the receiving of the bank transmission/administrative charges for the Pre-
Advice via Swift MT799 or SBLC via Swift MT760 or both as the case maybe in the amount
of $/€ 00,000.00.

4. Within two (2) banking days after confirmation of receipt of payment of the bank
transmission/administrative fees charges for the SBLC via Swift MT760 or Pre-Advice via Swift
MT799 or both in Seller bank account, the Seller will deliver the Pre-Advice or SBLC via Bank
to Bank confirmation of Swift MT799 or MT760 to the Buyer bank including the hard copy of
the SBLC via bank bonded courier in Seven (7) banking days.

5. Buyer sends out Buying fees by Swift MT103 to Seller and the brokers their commission fees
32%+2 % of total Face Value by wire transfer within maximum of thirty (30) days upon
delivery, confirmation and verification of SBLC by MT760 in the Buyer’s nominated account
and SBLC hard copy in the Buyer’s nominated bank.

6. 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

7. All subsequent tranches will be based on the same procedures until collateral or funds become
exhausted.

Should the Buyer default to pay the Purchasing price to the Seller and the brokers
commission fees as agreed after Thirty (30) banking days of confirmation of SBLC MT799/
MT760 in Buyer's bank account, Seller will instruct the issuing bank to put a claim on the
SBLC thereby forcing the Buyer's bankers to return the SBLC MT760 to the issuing Bank.

SCHEDULE OF PRINCIPAL BANK CHARGES TRANSMISSION/ADMINISTRATIVE

FEES

BG/SBLC Face Value Bank Transmission/Administrative Fees

(USD/EURO) (USD/EURO)

1M – 50M 45,500.00

51M – 250M 62,500.00

251M – 500M 70,500.00

501M – 1B 85,500.00

1B and above (In Tranches of 500M each) (120,000 for each tranches of 500M)

NON-SOLICITATION
The Buyer hereby confirms and declares that the Seller, its associates or representatives or any
person or persons on its behalf has/have never ever solicited the Buyer, 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 circumstances
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 a 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 arise 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 the United Kingdom. In the event that either party shall be required
to bring any legal actions against the other to enforce any of the terms of this agreement the
prevailing party shall be entitled to recover reasonable attorney fees and costs.
 FOR AND ON BEHALF OF THE BUYER

________________ _________
Signature and Stamp/Seal
Name:
Designation:
Passport #:
Nationality:
Issue date:
Expiry date:
Buyer’s International Passport (Attached as Appendix A)

FOR AND ON BEHALF OF THE SELLER

 ________________ _________
Signature and Stamp/Seal
Name:
Designation:
Passport #:
Nationality:
Issue date:
Expiry date:
Seller’s International Passport (Attached as Appendix B)
The Seller and Buyer agree to the following banking co-ordinates pertaining to the agreement
herein above stated:

SELLER’S BANKING COORDINATES TO ISSUE STANDBY LETTER OF CREDIT

(SBLC) VIA SWIFT MT799 AND MT760

Bank Name

Bank Address

Account Name

Account Number

IBAN Number

SWIFT CODE

Bank Officer
SELLER’S BANKING COORDINATES TO RECEIVE PRINCIPAL CHARGES BANK
TRANSMISSION / ADMINISTRATIVE FEES

Bank Name

Bank Address

Account/Beneficiary Name

Special Instruction

Account Number

SWIFT CODE

SELLER RESERVES THE RIGHT TO USE ANY BANK ACCOUNT TO RECEIVE

BANK TRANSMISSION/ADMINISTRATIVE FEES OR SELLER PRICE TO
SMOOTHEN TRANSACTION OPERATION (IT’S OUR BANK REGULATIONS AND
PROCEDURE).
SELLER AND BUYER RESERVES THE RIGHT TO CHANGE THE BANK
COORDINATES STATED HEREIN AT ANYTIME BY PROVIDING WRITTEN
REQUEST TO THE UNDERSIGNED.

BUYER’S BANK COORDINATES TO RECEIVE STANDBY LETTER OF CREDIT

(SBLC) VIA SWIFT MT799 AND MT760.

Bank Name

Bank Address

Account Holder

Account Number

SWIFT CODE

Signatory Name
BUYER’S BANK COORDINATES TO PAY FEES

Bank Name

Bank Address

Account Holder

Account Number

SWIFT CODE

Signatory Name
 APPENDIX A:
BUYER’S INTERNATIONAL PASSPORT
 APPENDIX B:
SELLER‘S INTERNATIONAL PASSPORT
 APPENDIX C:
BUYER‘S COMPANY CERTIFICATE
 APPENDIX D:
SELLER‘S COMPANY CERTIFICATE
APPENDIX E:
BUYER‘S CIS
APPENDIX F:
SELLER‘S CIS
 “EXHIBIT A”
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 00/00/2018

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 SBLC FOR TOTAL FACE VALUE OF $0,000,000.00
(AMOUNT IN WORDS DOLLARS) FROM OUR ISSUING BANK <NAME & ADDRESS OF SBLC ISSUING BANK>,AS
AGREED IN THE DEED OF AGREEMENT TO YOUR BANK COORDINATES WITH <ACCOUNT NAME & ACCOUNT
NUMBER OF SBLC FROM RECEIVING BANK>, WITHIN 48 HOURS UPON CONFIRMATION OF YOUR WIRE
TRANSFER OF-----------DEPENDING ON FACE VALUE BEING THE PRINCIPAL CHARGES 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.

BUYER’S BANKING COORDINATES TO RECEIVE STANDBY LETTER OF CREDIT (SBLC) VIA SWIFT MT799
AND 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 TO YOU THE $0,000.00 (AMOUNT IN WORDS DOLLARS) AT
THE END OF THE TRANSMISSION OF MT760 WITHIN 3 BANKING DAYS AFTER PAYMENT OF PURCHASING
PRICE AS STATED IN THE CONTRACT OR YOU CAN ADJUST THIS AMOUNT WHILE MAKING THE PAYMENT OF
SELLING PRICE. IF OUR BANKER FAILS TO DELIVER TO YOUR BANK ACCOUNT THE ELECTRONIC COPY OF
SBLC VIA SWIFT MT760 WITH 72 HOURS 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.
SELLER’S BANKING COORDINATES FOR ISSUING STANDBY LETTER OF CREDIT (SBLC) VIA SWIFT MT799
AND 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

SELLER’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:

SELLER SIGNATURE BANK OFFICER SIGNATURE NOTARY OFFICER SIGNATURE

SELLER NAME BANK OFFICER NAME NOTARY OFFICER NAME

 “EXHIBIT B”
SAMPLE SWIFT MT-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:

BANK OFFICER NAME:

SWIFT CODE:

ACCOUNT NAME:

ACCOUNT NO:

TO

BANK NAME:

BANK ADDRESS:

BANK TEL:

BANK FAX:

BANK OFFICER NAME:

SWIFT CODE:

ACCOUNT NAME:

ACCOUNT NO:

TRANSACTION CODE:

AMOUNT:

CURRENCY

BENEFICIARY

FOR VALUE RECEIVED, WE, ----- {NAME OF ISSUING BANK} ----- AT ----- {FULL BANK ADDRESS)----
- HEREBY ISSUE OUR IRREVOCABLE, UNCONDITIONAL AND NEGOTIABLE SBLC NO : --------- IN FAVOR
OF ____________ THE BENEFICIARY XXXXXXXXXX FOR THE AMOUNT OF FIVE MILLION UNITED STATES
DOLLARS {$ 5,000,000.00}, 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 SBLC AT
MATURITY, WITHOUT ANY PROTEST, DELAY OR OBJECTION, THE SUM OF FIVE MILLION UNITED STATES
DOLLARS OR US$ 5,000,000.00 TO THE ORDER OF XXXXXXXXXX THE BENEFICIARY’S 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 SBLC NO: -------------- AT THIS BANK AT MATURITY DATE.

THIS 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 SBLC, SHALL BE DULY HONORED ON DUE PRESENTATION TO US.
THE DEMAND HEREUNDER MUST BE MARKED “DRAWN UNDER SBLC NO: -------- DATED______ {GUARANTY
ISSUE DATE}

THIS 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

<NAME OF ISSUING BANK>

<ADDRESS OF ISSUING BANK>

______________________ ______________________

AUTHORIZED BANK OFFICER 1 AUTHORIZED BANK OFFICER 2

<NAME, TITLE, PIN CODE> <NAME, TITLE, PIN CODE>

“EXHIBIT C”
 SAMPLE SWIFT MT-760 FROM ISSUING BANK TO BUYER BANK

FROM

BANK NAME:

BANK ADDRESS:

BANK TEL:

BANK FAX:

BANK OFFICER NAME:

SWIFT CODE:

ACCOUNT NAME:

ACCOUNT NO:

TO

BANK NAME:

BANK ADDRESS:

BANK TEL:

BANK FAX:

BANK OFFICER NAME:

SWIFT CODE:

ACCOUNT NAME:

ACCOUNT NO:

BANK GUARANTEE NO.:

ISSUING BANK NAME

BANK ADDRESS:

CURRENCY:

ISSUED DATE:

MATURITY DATE:

AMOUNT:

APPLICANT: XXXXXXXXXXXXXX

BENEFICIARY: XXXXXXXXXXXXXX

FOR AND ON BEHALF OF:

XXX ISSUING BANK XXX

XXX ISSUING BANK ADDRESS XXX

(BUYER’S BANK APPROVED TEXT)

BANK OFFICER 1 BANK OFFICER 2

TITLE (PIN) TITLE (PIN)

FEE PROTECTION AGREEMENT
Both PROVIDER and RECEIVER agree that the RECEIVER’s and PROVIDER's agents/brokers are entitled to 2%
of the BG/SBLC face value commission fees. These commission fees will be shared between the PROVIDER’s and
RECEIVER’s agents/brokers as specified here below.

The parties agree that the commission fees stated are compensation for services rendered and are irrevocably and
unconditionally guaranteed to be paid by the RECEIVER to the agents and intermediaries listed in this DOA by wire
transfer simultaneously with the RECEIVER’s payment of 34%of the face value of the BG/SBLC as selling fee to
the PROVIDER for every tranche and/or transaction of the *BG/SBLC. 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/brokers
companies, designee, trustees or executors, it is understood and agreed that the parties hereto are mutually desirous
of effecting this business transaction in cooperation with one another for their mutual benefit and all signatory
parties agree to abide by the following terms and conditions:

1. Each party agrees that they will not make any contact with, deal with or be involved with individuals,
traders and investors introduced by other signatories without specific permission of the introduced signatory for the
Investor.

2. The signatory agrees to keep 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 agree and understand 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 agents and intermediaries referred to in this DOA shall be as follows:

TOTAL COMMISSION FEE OF 0.5% + 1.5% OF FACE VALUE IN USD/EUR PAID BY THE BUYER TO
BE SHARED EQUALLY AS FOLLOW:

TOTAL COMMISSION OF 0.5%TO SELLER’S SIDE (CLOSED)

PARTICULARS PAYMASTER

Name

E-mail

Bank Name

Bank Address

ABA Routing Number

Account Number

Account Name

SWIFT CODE

Bank Telephone

Beneficiary:

PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER &

EMAIL a notification immediately upon each transfer payment together with the
Special Instructions: transactions code/s to email:

ALL TRANSFER INSTRUCTIONS SHALL STATE: "Funds are clean and clear,
of non-criminal origin and are payable in cash immediately upon receipt by the
beneficiary's bank. The sender is known to us and we are satisfied these funds are
Required Message: good clean of non-criminal origin."

TOTAL COMMISSION OF 1.5% TO BUYER’S SIDE (OPEN)

PARTICULARS PAYMASTER

Name

E-mail

Bank Name
Bank Address

ABA Routing Number

Account Number

Account Name

SWIFT CODE

Bank Telephone

Beneficiary:

PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER &

EMAIL a notification immediately upon each transfer payment together with the
Special Instructions: transactions code/s to email:

ALL TRANSFER INSTRUCTIONS SHALL STATE: "Funds are clean and clear,
of non-criminal origin and are payable in cash immediately upon receipt by the
beneficiary's bank. The sender is known to us and we are satisfied these funds are
Required Message: good clean of non-criminal origin."
This Fee Protection Agreement has been agreed and executed by the undersigned on this day MM/DD/YYYY.

FOR AND ON BEHALF OF THE BUYER

________________________

Signature and Stamp/Seal

Name:

Nationality:

Passport #:

Issue date:

Expiry date:

Place of Issue:

SELLER SIGNATURE 1/25 BUYER SIGNATURE