DEED OF AGREEMENTBuyer’s Transactio

DEED OF AGREEMENT

Buyer’s Transaction Code :
Seller’s Transaction Code : 799/SBLC/USD/2015
Transaction Code Number :

The SELLER : MUKURIA INVESTMENT MANAGEMENT (UK) LLP
Represented by : MR.CHARLES ROBERT HADKINSON
Address :
Designation : DIRECTOR
Passport Number : 099025643
Issue Date : 24 DEC 2007
Expiry Date : 24 DEC 2018
Place of Issue : UNITED KINDOM

Hereinafter to the 'SELLER' on one part,


And

The BUYER :
Represented by :
Address :
Designation :
Passport Number :
Issue Date :
Expiry Date :
Place of Issue :


Hereinafter to the 'BUYER' on the other part.

WHEREAS. The BUYER desires to BUY STAND BY LC (SBLC) from the SELLER. BUYER confirms with full corporate and legal responsibility that BUYER’s Bank ready to discount the Collateral SBLC with RWA to BUYER s Name and BUYER further confirms to cooperate with the SELLER.

WHEREAS. The SELLER desires to Sell, 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 buy the SBLC at 45% of Face Value for the instrument requested and SELLER has agreed to sell SBLC and both Parties hereby agree to the following:


DESCRIPTION OF INSTRUMENTS

1. Instrument : SBLC (STAND BY LC)
2. Issuing Bank : Barclay's ,UK
3. Total Face Value : $ 10, 000,000.00 （TEN MILLION US Dollars)
4. First Tranche : SPOT
5. Age : One (1) Year and One (1) Day
6. Buying Price : 45%(forty five) of Face Value plus 2%
7. Delivery : Bank-to-Bank by SWIFT MT760.
8. Payment : $10,000,000.00 ( TEN MILLION US Dollars ) by SWIFT MT 103
9. Hard Copy : Bonded Courier within 7 (seven) banking days.



PROCEDURE

• SELLER and BUYER execute, sign and initial a Deed of Agreement which thereby automatically becomes a full commercial recourse contract after BUYER application have been accepted.

• After confirmation of buyer’s payment guarantee through ICBPO or Bank Undertaking Guarantee that after safe receipt of MT-760 Buyer’s Bank Within 5 banking days upon the receipt, confirmation and authentication of the Swift MT760 SBLC, the BUYER’s bank should paid 45% of face value to the SELLER’s designated bank accounts through Swift MT103 transfer in the SELLER’s nominated two/three bank accounts and confirm satisfaction to SELLER’s bank marking it the conclusion of the delivery of the first tranche.

• Simultaneously, the BUYER shall effect 2% commission payment to all the identified Agents according to the Fee Protection Agreement attached without delay or withholding, including all rolls and extensions.

• The Hard copies of the SBLC shall be dispatched for delivery via Bank Bonded Courier to BUYER’s Bank within seven (7) banking days after payment being received by SELLER’s two/three different Accounts.

• Upon successful completion of Tranche No. 1, within seven (7) banking days or mutually agreed by both parties, above Procedure will be repeated; SELLER will issue and deliver the BG/SBLC in favor of BUYER, according to the Agreement, and BUYER will make further payment of agreed Fees and Commission Fees until all tranches are completely exhausted.

• If the BUYER failed to pay the assignment fees to the SELLER and the Agents fees as agreed after 2 banking days of confirmation of BG/SBLC MT760. SELLER will instruct the issuing bank to put a claim on the BG/SBLC thereby forcing the BUYER’s bankers to return the BG/SBLC MT760 to the issuing Bank.




BUYER AND SELLER BANKING COORDINATES

SELLER’S BANKING COORDINATES
Bank Name BARCLAYS BANK PLC
Bank Address 1 WIMBORNE ROAD POOLE DORSET BH 15 2BB, UK.
Account Name MUKURIA INVESTMENT MANAGEMENT (UK) LLP
Account Number
IBAN NUMBER GB66BARC20000068763955
SWIFT Code BARCGB22
Bank Officer Name K.M STEPHEN
Branch Code
Bank Telephone / Fax

BUYER'S BANK CO-ORDINATES:
Bank Name
Bank Address
Account Name
Account Number
SWIFT Code
Bank Officer Name
Bank Officer Email
Tel /Fax
PROVIDER RESERVES THE RIGHT TO USE ANY OF HIS BANK ACCOUNTS TO RECEIVE HIS PAYMENT. (IT’S OUR BANK REGULATIONS AND PROCEDURE).

(Please specify the banking coordinate to receive the MT760 if different from the above)

Improper release of the above Banking information, for any reason, without the written prior authorization of other party, shall be considered as a breach of contact and will make the defaulted party to be actionable for damages sustained hereby. Parties are not allowed to contact the other party’s bank without expressed written permission. Any Provider tempting to do so will lead to cancellation of this transaction and contract.
CONDITION
This agreement shall remain valid and full force for 30 (Thirty) international banking days from the date of issue, after such time it shall expire. This agreement document, if unsigned shall be rendered NULL and VOID.

CLAUSE
No Contact: No contact by either party to either bank without expressed written permission. Both parties may change their banking coordinates with written notice to the other party. This is a private transaction and as such shall not be interpreted as a securities transaction as interpreted or described in the united states securities act of 1934 as amended or by the laws of any other country.

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 automatically render this contract invalid.


Penalty Clause for Non-Performance: Should any of the Parties herein fail to perform as required by this contract, once signed, and after the Term of Validity thereof had expired, then, the failing Party shall indemnify the other Party for an amount of the 2% (Two Percent) of the total face value of the transaction.


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 shall not constitute a breach here under or give rise to any claims for mages 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 here under 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. I AGREE TO THE ABOVE IN ITS ENTIRETY.






DATE: 7TH OF AUGUST 2015

AGREED AND ACCEPTED BY BUYER:
SIGNED BY AND ON BEHALF OF




[SIGN-SEAL]





Corporate :
Represented By :
Title :
Nationality :
Passport No. :
Place of Issue :
Date of Issue :
Date of Expiry :
Residence of :

AGREED AND ACCEPTED BY SELLER:
SIGNED BY AND ON BEHALF OF




[SIGN-SEAL]




Corporate :
Represented By :
Title :
Nationality :
Passport No. :
Place of Issue :
Date of Issue :
Date of Expiry :
Residence of :






(PASSPORT COPY OF BUYER)


















(PASSPORT COPY OF SELLER)






































BOARD RESOLUTION

THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF BUYER NAME HAVING IT’S ADDRESS address (HEREINAFTER REFERRED TO AS THE “COMPANY”) HAVING A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON 17TH JUNE 2015, AT THE COMPANY’S ABOVE REFERENCED ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT:
RESOLVED: THAT MR…………… , HOLDER OF COUNTRY PASSPORT NUMBER ......... , PRESIDENT AND AUTHORIZED SIGNATORY FOR AND ON BEHALF OF THE COMPANY, WAS FULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE SOLE REPRESENTATIVE OF THE COMPANY TO EXECUTE ALL NECESSARY DOCUMENTS ON BEHALF OF THE COMPANY IN CONNECTION WITH BANK INSTRUMENTS TRANSACTIONS AND TO EFFECT THE OPENING AND OPERATION OF BANK ACCOUNTS ON BEHALF OF AND FO