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Transaction Code
DEED OF AGREEMENT
THE SELLER: Address:
Represented byNationalityPassport NoMOBILE PHONEBUSINESS PHONEBUSINESS FAXE-MAIL ADDRESS
Hereinafter to the 'Seller' on one part,
AND
THE BUYER: Address
Represented byNationalityPassport NoMOBILE PHONEBUSINESS PHONEBUSINESS FAXE-MAIL ADDRESS
WHEREAS. The buyer desires to buy xxxxxx Million Euros Bank Guarantee from the Seller. Buyer confirms with full corporate and legal responsibility that funds available to fulfill the requirements for the purchase of this instrument is ready and buyer further confirm to cooperate with the seller.
WHEREAS. The seller desires to sell, transfer and assign all rights title and interest of the BG 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
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term of assignments to be provided to buyer. Seller hereby declares under penalty of perjury that the BG will be backed by funds that are good, clean, clear, and free of non criminal origin, the BG will be free and clear of all liens, encumbrances and third party interests.
NOW THEREFORE, The buyer has agreed to buy the BG at 35 +2% of Face Value for the instrument requested and seller has agreed to issue BG for sale and both Parties hereby agree to the following
I (Name of Buyer), President Director and Authorized Signatory do hereby confirm with full legal, personal and corporate responsibility and authority, under penalty of perjury, irrevocably, unconditionally that we are ready, willing and able to purchase the following bank instruments, under the terms and conditions described below, with good, clean, clear funds of non-criminal origin, free of any liens or encumbrances whatsoever.
NOW THEREFORE, The buyer has agreed to purchase the BG at 35 +2% of Face Value for the instrument requested and seller has agreed to sell the BG to buyer and both Parties hereby agree to the following terms stated below:
DESCRIPTION OF INSTRUMENTS
1 Instrument: BANK GUARANTEE (BG)2 Face Value: xxxxxxxxxxxxxxxxxxxxxx3 Issuing Bank Deutsche Bank AG Germany or HSBC London4 Age: One Year and One Month 5 Sales Price: 35% of Face Value PLUS 2% Commission fee to Brokers6 Delivery: SWIFT to SWIFT7 Payment By Wire: Transfer after delivery of the BG Hard Copy to buyer’s Bank.8 Hard Copy: Bonded Courier within 5 banking days.
Transaction Procedure:
1. Buyer issues a full intake package in English duly completed in all respects and signed with buyer’s full banking co-ordinates to include:
1.1 Letter of Intent/Contract (LOI) 1.2 Client Information Sheet (CIS)
1.3 Corporate Resolution (CR) 1.4 Non-Solicitation Statement (NS) 1.5 Non-Circumvention and Non-Disclosure Agreement (NCND)1.6 Irrevocable Master Fee Protection Agreement (IMFPA) 1.7 Buyer Signatory and Color Copy of Passport
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1.8 Buyer of inclusivity
2. Seller and Buyer execute, sign and initial this Deed of Agreement which thereby automatically becomes a full commercial recourse contract. Will submit with CIS, International Passport.
3. After signing the agreement and simultaneously or latest within 3 banking days with the return of the agreement by the buyer, buyer’s bank will send SWIFT MT799 PROOF OF FUNDS to seller’s bank (Stating funds availability to purchase BG instrument) ,within 2 banking days of the receipt of the buyer’s bank SWIFT MT799 PROOF OF FUNDS, seller’s bank sends RWA (Readiness Willing & Able ) via SWIFT MT799 to buyer’s bank ACKNOWLEDGING CAPACITY TO DELIVER BG VIA MT760 to buyer’s bank,within 3 banking days of the receipt of the RWA via SWIFT from seller’s bank, buyer’s bank issue ICBPO (Irrevocable Conditional Bank Pay Order) to seller’s bank covering purchase fee and buyer’s/seller’s agent brokers commission,within 2 banking days of the receipt of the ICBPO, seller's bank issues BG MT760 for confirmation and verification and Hard Copy copy of the BG sent to buyer’s bank by bank bonded courier..
4. Seller will issue & deliver the SWIFT MT760 BANK GUARANTEE to buyer’s bank for authentication & verification of the Bank Guarantee in favor of Buyer.
5. Within 3 banking days of confirmation and verification of the seller's swift MT760 BG and the delivery of the Hard copy of the BG by bank bonded courier to buyer’s bank, full payment is released to the seller,plus 2% commission to buyer’s and seller’s agent in the IMFPA,after receipt,confirmation and authentication of the buyer’s BG MT760.
BUYER´S OBLIGATIONS: The BUYER, with full corporate and legal responsibilities, and under penalty of perjury, confirms that he is fully aware the courier of his financial ability and facilities with his bank when signing this LOI and/or other agreements and documents with the SELLER.The BUYER further confirms that the SELLER is authorized to verify the funds of each tranche of the Contract with his bank, if necessary. In the event of unsatisfactory verification, the transaction will be suspended immediately and the buyer is in breach of the Contract and liable for legal consequences.
SELLER´S OBLIGATIONS:The SELLER with full corporate and legal responsibilities, and under penalty of perjury, confirms that SELLER is fully aware of the commitment of the Instruments when countersigning this LOI.The SELLER further confirms to deliver the instruments, to negotiate and make proper arrangement with the provider to continuously supply the instruments until the whole contracted volume is exhausted. Without expressed written permission, neither party shall contact the bank of the
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other party. Both parties may change banking coordinates with written notice to the other party.
PENALTY CLAUSE FOR NON-PERFORMANCEShould any of the signatory Parties herein fail to perform according to the terms and as required by this contract, once signed, then, the failing Party shall indemnify the aggrieved Party for an amount of 2% .The distribution of the 2% penalty shall be 1.25% to the aggrieved signatory Party of the contract and 0.75% to all of the Consultants designated in the Irrevocable Master Fee Protection Agreement. Said 0.75% will be divided according to the percentage delineated distributions in the Irrevocable Master Fee Protection Agreement.
NON-SOLICITATIONThe 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 MAJEUREAny 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
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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.
For and On behalf of the Buyer,
________________________________Name: Nationality: Passport Number: Date of Issuance: Date of Expiration:
(PASSPORT PICTURE IN COLORED)
For and on Behalf of SellerName: Passport: Nationality: Date of Issue:
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Date of Expiry:
(PASSPORT PIC IN COLOR)
The Seller and Buyer agree to the following banking co-ordinates pertaining to the agreement herein above stated:
Buyer’s Banking Coordinates : Transmission for SWIFT MT799 (POF) and ICBPO
BANK NAMEBRANCH ADDRESS
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TELEPHONEFAXEMAILSWIFT CODEBANK OFFICERTELEPHONEE-MAILACCOUNT NAMEACCOUNT NUMBER
Buyer’s Banking Coordinates : Receiving BG MT760
BANK NAMEBRANCHADDRESS
TELEPHONEFAXEMAILSWIFT CODEBANK OFFICERTELEPHONEE-MAILACCOUNT NAMEACCOUNT NUMBER
Seller’s Banking Coordinates To Receive MT799 POF ( PROOF OF FUNDS ) and ICBPO ( IRREVOCABLE CONDITIONAL BANK PAY ORDER )
BANK NAMEBRANCHADDRESS
TELEPHONEFAXEMAILSWIFT CODEBANK OFFICERTELEPHONEE-MAILACCOUNT NAMEACCOUNT NUMBER
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Seller’s Banking Coordinates To Issue MT760 BG and RWA:
Bank NameBank AddressAccount NameAccount NumberAccount Signatory Name
Bank Officer NameBank Officer TelephoneBank Officer FacsimileBank Officer EmailSWIFT Code
Buyer’s Agent 1% Commission Banking Coordinates :
Bank Name Bank Address
Account Name Account Number (US$) Account Signatory Bank Officer Name
Bank Officer Telephone Bank Officer Facsimile Bank Officer Email SWIFT Code
Seller’s Agent 1% Commission Banking Coordinates :
Bank Name Bank Address
Account Name Account Number (US$) Account Signatory Bank Officer Name
Bank Officer Telephone Bank Officer Facsimile Bank Officer Email SWIFT Code
Authenticated Swift MT 799
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---------------------Instance Type and Transmission ------------------NOTIFICATION (TRANSMISSION) OF ORIGINAL SENT TO SWIFT (ACK)NETWORK DELIVERY STATUS: PRIORITY/DELIVERY : URGENTMESSAGE OUTPUT REFERENCE: ---------------------------Message Header-----------------------------SWIFT INPUT: FIN 799 ISS SENDER: BANK NAME: BRANCH: BANK ADDRESS: SWIFT CODE:BANK OFFICER:CODE:TEL: FAX: ACCOUNT NAME: ACCOUNT NUMBER:
RECEIVER:BANK NAME: BRANCH:BANK ADDRESS: ACCOUNT NAME: ACCT NUMBER:SWIFT CODE: TEL NO: FAX NO:
-----------------------------Message Text-----------------------------20: TRANSACTION CODE:
TRANSACTION NUMBER:
77E: WE, [XXXXBANKXXXXX], LOCATED AT [XXXXXXXXXX] REPRESENTED BY THE UNDERSIGNED OFFICERS, FOR AND ON BEHALF OF OUR CLIENT, _______HEREBY CONFIRM WITH FULL LEGAL AND BANKING RESPONSIBILITY AND LIABILITY THAT WE HOLD ON A FIXED DEPOSIT ACCOUNT OF OUR CLIENT MR _____WITH ___ PASSPORT NUMBER ___ UNDER ACCOUNT NAME ___ ACCOUNT NUMBER ___ CASH FUNDS ON A FIXED DEPOSIT IN THE AMOUNT OF ___ ___ MILLION UNITED STATES DOLLARS ($___,___,000,000 USD).
WE [XXXXXX] HEREBY CONFIRM WITH FULL LEGAL AND BANKING RESPONSIBILITY THAT THE FUNDS ARE GOOD, CLEAN, CLEAR FREE OF ANY LEVY LIENS OR ENCUMBRANCES, FREELY CALLABLE WITHOUT ANY RESTRICTIONS. THE RULE OF FULL DISCLOSURE HAS BEEN ESTABLISHED THAT THE FUNDS WERE LEGALLY OBTAINED FROM NON-CRIMINAL BUSINESS
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ACTIVITIES. AND ARE FREELY AVAILABLE FOR INVESTMENT PURPOSES AND CAN BE USED TO OBTAIN LINES OF CREDITS ON A NON-DEPLETION BASES WITHIN THE ACCOUNT.
FURTHERMORE WE [XXXXXXXX], CONFIRM BY VIRTUE OF THIS OPERATIVE INSTRUMENT BY AN AUTHENTICATED SWIFT MT799 AND AS PER INSTRUCTION OF OUR CLIENT/BENEFICIAL OWNER OF THE FUNDS THAT WE HAVE IRREVOCABLY BLOCKED/TITLED RESERVED AND ASSIGNED THE AFOREMENTIONED FIXED TIME DEPOSIT BACKED BY CASH FUNDS IN FAVOUR/ BENEFICIARY OF ................................... FOR FURTHER BENEFIT OF ITS CLIENT .................................... BEARING ACCOUNT NUMBER ................
THIS CONFIRMATION OF IRREVOCABLE BLOCKED/TITLED RESERVED AND ASSIGNED FIXED TIME DEPOSIT CASH FUNDS IS ASSIGNABLE, TRANSFERABLE AND CAN BE CONFIRMED BY INTERBANK SWIFT SYSTEMS OR ON A BANK TO BANK BASIS. AND WILL RETAIN THE SAME TERMS AND CONDTIONS UPON ANY ASSIGNMENT OR TRANSFER TO ANY NEW BENEFICIARY.
WE CONFIRM THAT THESE FUNDS HELD IN OUR CUSTODY ARE NOT PERMITTED TO BE WITHDRAWN MOVED OR TRANSFERRED DURING THE PERIOD FROM ONE YEAR AND ONE MONTH FROM TRANSMISSION.
THIS CASH BACKED FIXED TIME DEPOSIT GUARANTEE IS AN OPERATIVE AND AUTHENTICATED INSTRUMENT GOVERNED AND SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICES OF DOCUMENTARY CREDITS OF THE INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 500/600 OR ITS LATEST REVISION AND MAY BE CONFIRMED ON A BANK TO BANK BASIS.
FOR AND IN BEHALF OF ………….. BANK.
BANK OFFICER: BANK OFFICER: …………………………………(NAME)
…………………………………(NAME)…………………………………. (TITLE)
…………………………………. (TITLE)…………………………………. (ID CODE)
…………………………………. (ID CODE)BANK TELEPHONE: BANK E -MAIL:
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SWIFT: ICBPO
IRREVOCABLE CONDITIONAL BANK PAY ORDER
Date :From :SWIFT Code:To :SWIFT Code:
Transaction Code :
WE, (BUYER’S PAYING BANK) HEREBY PRESENT OUR IRREVOCABLE, NON-ASSIGNABLE, NON-TRANSFERABLE AND CALLABLE CASH-BACKED STANDING SWIFT (ICBPO) WIRE TRANSFER IN YOUR FAVOUR FOR THE ACCOUNT OF [-----AND ACCOUNT NUMBER-----IN THE AMOUNT OF [--------------------------------------------------- CURRENCY AND AMOUNT IN WORDS AND FIGURES-----------------------------------------------] FOR THE PURCHASE OF BANK GUARANTEE INSTRUMENTS DELIVERED BY SWIFT MT760 UPON THE RECEIPT ,SATISFACTORY VERIFICATION OF REGISTRATION ISIN/ CUSIP NUMBERS AND THE CORRESPONDING CONTENTS WITH THE ISSUED, CALLABLE CUSTODIAL SAFEKEEPING RECEIPTS WITH PHYSICAL DELIVERY TO BE MADE THEREAFTER.
WE HEREBY CONFIRM THAT THE FUNDS ARE GOOD, CLEAN AND CLEARED FUNDS OF NON-CRIMINAL ORIGIN AND ARE FROM A LEGAL SOURCE.
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THIS IRREVOCABLE S.W.I.F.T. IS A BINDING FULLY PERFORMED DUE BILL AND IS IMMEDIATELY CALLABLE ON US FOR CASH PAYMENT AGAINST THE BANK CERTIFIED INVOICE FOR THE PURCHASE AND DELIVERY OF THE BANK INSTRUMENTS SPECIFIED BELOW:
INSTRUMENTS:(TO BE NAMED)ISSUING BANKS: XXXXXXXXX BANK ISSUER:(TO BE NAMED)CUSIP NUMBER: XXXXXXTERM:ONE (1) YEAR AND ONE (1) DAYINTEREST RATE:ZERO (0%) PERCENT BENEFICIARY:(TO BE NAMED)CONTENT: XXXXXXXXXXXXXXX
THIS CONDITIONAL IRREVOCABLE NON-DIVISIBLE, NON-ASSIGNABLE, NON-TRANSFERABLE AND CALLABLE S.W.I.F.T. WIRE TRANSFER IS VALID FOR FIFTEEN (15) BANKING DAYS FROM DD MMMMMM YYYY AND UNTIL DD MMMMMM YYYY, 17:00 GREENWICH MEANTIME (UK).
THIS IS A NON-OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM COMMERCIAL CODE AS IT RELATES TO BANK CREDIT INSTRUMENTS.
For and on behalf of issuing bank:
Yours faithfully.,For and on behalf of
__________________________ __________________________Authorized Bank Officer (1) Authorized Bank Officer
(2)Name NameTitle TitlePin Code Pin Code
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TEXT OF SWIFT MT 760 BANK GUARANTEE - BG
Date :Name of issuing Bank : Issuing Bank address : Bank SWIFT Code : Bank Officer :Name of Receiving Bank: Receiving Bank AddressBank SWIFT Code: Bank Officer :
Bank Guarantee Number : Beneficiary : Address: Currency: USDAmount: $Issuing Date :Maturity Date :
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FOR VALUE RECEIVED, WE THE UNDERSIGNED DULY AUTHORIZED TO ACT ON BEHALF OF HSBC 8 CANADA SQUARE,LONDONE14 5HQ UNITED KING-DOM HEREBY IRREVOCABLY, UNCONDITIONALLY AND WITHOUT PROTEST OR NOTIFICATION, UNDERTAKE TO PAY AGAINST THIS BANK GUARANTEE TO THE ORDER OF EST. xxxxxxxxxxxxxxxxxxxxxx BEARER OR HOLDER AT MATURITY THE AMOUNT OF EUR 500,000,000.00(FIVE HUNDRED MILLION U.S DOL-LARS) IN THE LAWFUL CURRENCY OF THE UNITED STATES UPON PRESENTA-TION AND SURRENDER OF THIS BANK GUARANTEE AT THE COUNTERS OF HSBC 8 CANADA SQUARE,LONDONE14 5HQ UNITED KINGDOM
SUCH PAYMENT WILL BE MADE WITHOUT SET - OFF AND FREE AND CLEAR OF ANY DEDUCTION OR CHARGES, FEES OR WITHHOLDING OF ANY NATURE NOW OR HEREAFTER IMPOSED OR LEVIED, COLLECTED, WITHHELD OR AS-SESSED BY THE GOVERNMENT OF THE UNITED KINGDOM OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN. THIS BANK GUARANTEE IS ASSIGNABLE AND TRANSFERABLE WITHOUT PRESENTATION TO US AND WITHOUT PAYMENT OF ANY TRANSFER FEES.
THIS GUARANTEE IS SUBJECT TO THE UNIFORM CUSTOM AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION) OF THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS (FRANCE), AND PUBLICATION NO: ICC 500 - 600.
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCOR-DANCE WITH THE LAWS OF U.S.A , UNITED KINGDOM AND THE EUROPEAN UNION COUNTRIES WITH LEGAL JURISDICTION.
THIS IS AN OPERATIVE INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW.
FOR AND ON BEHALF OF:BANK Address :
Client Information Summary
In accordance with Articles 2 through 5 of the due diligence convention and the Federal Banking Commission Circular of December 1998, and under the US Patriot Act of 2002, as amended in February 2003 concerning the Prevention of Money Laundering and 305 of the Swiss Criminal Code. The following information may be supplied to banks and/or other financial institutions for purposes of verification of Identity and activities of the Client described below, and the nature and original of the funds which are to be utilized. The foregoing is subject to agreement by all parties to whom this client and all individuals described herein, as well as the generally accepted professionals standards relating to the maintenance of confidential information, and to take all appropriate precautions to protect the confidentiality of the information contained herein, this legal obligation shall remain in full force indefinitely without restriction.
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Date:
BUYER’S COMPANY INFORMATION
COMPANY NAMEADDRESS
CITY / COUNTRYAUTHORIZED SIGNATORYPASSPORT NUMBERISSUING COUNTRY
BUYER’s DESIGNATED BANK
BANK NAMEBRANCH ADDRESS
TELEPHONEFAXE-MAILSWIFT CODEBANK OFFICERTELEPHONEE-MAILNUMBER OF ACCOUNTHOLDER OF ACCOUNT
FACE VALUE AMOUNT REQUESTED
xxxxxxx MILLION EUROS
TYPE OF INSTRUMENT REQUESTED
BANK GUARANTEE
1 BUYER’S FULL NAME2 TITLE3 NATIONALITY4 PASSPORT NUMBER
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ISSUED COUNTRYISSUE DATEEXPIRATION DATE
5 COMPANY NAME6 OFFICE ADDRESS
7 MOBILE PHONE8 BUSINESS TELEPHONE9 BUSINESS FAX10 E-MAIL ADDRESS
CONFIRMED AND APPROVED BY THE BUYER:
STATEMENT OF NON SOLICITATION OF FUNDS
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I (BUYER’S FULL NAME), 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.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 BUYER For and on behalf of Buyer :
NON-CIRCUMVENTION AND NON-DISCLOSURE
All parties do herein agree that the non-circumvention and non-disclosure rules (NCND) 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.
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This NCND 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 Seller's code and the Buyer's code referred to herein.Should a contract be signed between the Seller and the Buyer, 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.An executed facsimile or email copy shall be deemed to be as an ORIGINAL.For and on behalf of Seller:Title:DIRECTORPassport N0:Nationality:Expiration Date:
Name:Nationality:Passport Number: Date of Issuance: Date of Expiration:
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RESOLUTION OF THE BOARD OF DIRECTORS
A quorum of directors of (Buyer’s Company Name), (Hereinafter called the "Company") with its address at (Buyer’s Company Address), attended in person or by telephone/video conference a Board of Directors meeting which was duly noticed and held on (Date). 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 , holder of Passport No (Passport Number of the Buyer), as Company’s Office In (Buyer’s Company address),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 as President Director and authorized Signatory of the company, to arrange the leasing of Bank Instruments, in the amount of xxxxxxxxxxxx Million Eur Dollars (EURO,000,000,000.00) with rolls and extensions,
RESOLUTION: It is resolved that (Buyer’s Name), holder as President Director and authorized Signatory of (Buyer’s Company Name), 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 Mr: Scott Nathan George Fredrick is hereby authorized to pay/distribute on behalf of (Buyer’s Company Name) 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 (Buyer’s Company Name)
RESOLUTION:
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That (Buyer’s Name), 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.
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 2012
For and on behalf of the company
Name: Title: Passport No: Place of Issue: Date of Issue:
Irrevocable Master Fee Protection Agreement (IMFPA)
Both Seller and Buyer agree that the Buyer’s agent and Seller’s agent are entitled to 2% of the BG face value of the instrument as commission fee.
The commission fees will be received by Buyer’s agent and Seller’s only 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 Buyer to the agents or intermediaries listed in this IMFPA by wire transfer simultaneously with the Buyer’s payment of 50% of the face value of the BG as purchase fee to the seller for this transaction of the BG. The commission fees will be free of legal impediment and free of any deductions,
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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, 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. Each party agrees that they will not make any contact with, deal with or be involved with individuals, trader and investor introduced by another 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.
5. The parties hereto affirm that in every case they will act with the highest standards of ethics and honesty in all their dealings.
6. 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.
Seller’s Agent Side 1% Commission Banking Coordinates CLOSED
PARTICULARS PAYMASTER 1Name JC Stevenson of Verona treasury management limitedLaw Firm Address Law Firm Telephone #Law Firm Facsimile #E-mail [email protected]
[email protected] Name ANZ NATIONAL BANK LIMITED (INTERNATIONAL
PAYMENTS)
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Bank Address 215-229 Lambton Quay , Wellington, New ZealandABA Routing NumberAccount Number CASBRO-USDOO OR CASBRO-EUROAccount Name CASTLE BROWN (overseas account) BARRISTERS AND
SOLICITORS NEW ZEALAND.SWIFT ANZBNZ22 via CHASU33
ANZBNZ22 via DEUTDEFFBank Officer MARTIN FAULKNER Bank Telephone Phone + 6444945260/fax +6444967514
Beneficiary:
Verona treasury management and assigns the following.PANACHE CAP-REAL VENTURESFOUNDER PARTNER & C.E.O.MR. MUKESH KHARBANDAPASSPORT : Z1998205INDIAN
Special Instructions:
PRE-ADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL. A notification immediately upon each transfer payment together with transactions code/s to:[email protected]@mukeshkharbanda.in
Required Message:
All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall be emailed to: ………………………. ……..for legal verification and documentation pursuant to Patriot Act/Banking regulation with One Original Contract Copy to be filed with Bank. ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND PAYABLE IN CASH IMMEDIATLY UPON RECEIPT BY BENEFICIARY’S BANK.”
Each of the above parties agrees and understandd 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 intermediary referred to in this FPA shall be as follows:
Buyer’s Agent: To receive 1% of the face value of the BG as commission fees.PARTICULARS PAYMASTER 1Name JC Stevenson of Verona treasury management limitedLaw Firm Address
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Law Firm Telephone #Law Firm Facsimile #E-mail [email protected]
Bank Name ANZ NATIONAL BANK LIMITED (INTERNATIONAL PAYMENTS)
Bank Address 215-229 Lambton Quay , Wellington, New ZealandABA Routing NumberAccount Number CASBRO-USDOO OR CASBRO-EUROAccount Name CASTLE BROWN (overseas account) BARRISTERS AND
SOLICITORS NEW ZEALAND.SWIFT ANZBNZ22 via CHASU33
ANZBNZ22 via DEUTDEFFBank Officer MARTIN FAULKNER Bank Telephone Phone + 6444945260/fax +6444967514
Beneficiary:
Verona treasury management and assigns the following.MR.RAJESH (RAAJ) KHANNAPASSPORT : N7272451INDIAN
Special Instructions:
PRE-ADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL. A notification immediately upon each transfer payment together with transactions code/s to:[email protected]
Required Message:
ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN, AND ARE IMMEDIATELY PAYABLE IN CASH”
Seller’s Agent: To receive 1% of the face value of the BG as commission fees.
For and On behalf of the Buyer
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________________________________
Name:Nationality Passport Number: Date of Issuance: Date of Expiration:
For and On behalf of Seller.Name:Place of Issue: Passport No:Nationality: Date of Issue:Date of Expiry:
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