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NON-SOLICITATION LETTER I, XXXXXX , President and CEO, with Passport # XXXX, , do hereby confirm that I have requested of you and your associates, specific confidential information and documentation regarding a currently available Private Placement Program to serve for our interest, purposes and understanding only, and not for further distribution. We are hereby agreeing to keep all information received by you as STRICLY CONFIDENTIAL AND PROPRIETARY.
I hereby declare that I am fully aware that the information presented by you is not in any way considered or intended to be solicitation of funds of any sort, or any type of offering, but is intended for general knowledge and educational purposes only. I affirm that I have requested information from you and your associates of my own choice and free will, and further that you have not solicited me in any way.
I understand that the completed transaction is strictly one of private placement, and that it is in no way relying upon or relating to the United States Securities Act of 1933 or related regulations, and it does not involve the sale of registered securities.
Further, I hereby declare that I am not a licensed broker or government employee. I have mutually agreed that this private placement transaction is exempt from the Securities Act, and is not intended for the general public, and all matters are for PRIVATE USE ONLY Agreed and Accepted by the BUYER: THIS , 2011
Signature Title Date issue Expiry Date Place Issue
: : : :
Mr. President
Passport # :
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IRREVOCABLE PAY ORDER AGREEMENT
Dated:
DESCRIPTION OF INSTRUMENT Instrument: BANK GUARANTEES OR SBLC, Cash-Backed Term: 1 YEAR AND 1 DAY Issuing Banks: HSBC /BARCLAYS OR RATED AAA WEB Age: Fresh Cut Currency: European Union Currency (EURO) Contract Amount: EURO 500m to 2BILLION (�200,000,000.00) Lease Fee: 12% OF FACE VALUE Coupon Rate: ZERO COUPONS Commission: Two Percent (2%) of Face Value First Tranche: 500 Million
Subsequent Tranches: To be mutually agreed upon Mode of Payment: MT103 or T T Delivery: MT- 799 followed by SWIFT MT-760 and Hardcopy to be delivered via Bank-bonded courier within seven (7) banking days
We, xxxx. Represented By: XXX, holder of XXX Passport No.: XXX (Herein after the “Payor”)acting with full responsibility, hereby irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay guarantee to pay the fee entitled to the beneficiaries listed on this document, via Wire transfer, at the time of settlement of each and Every tranche of the transaction. This Fee Agreement is our irrevocable pay order to the intermediaries and is and shall remain an intricate part of the contract between the buyer and the seller.
This pay order shall remain in effect until this transaction, including any renewals, extensions and additions are fully completed.
We confirm that upon the execution of this “Fee Protection Agreement” this document is our Irrevocable Pay order. This Agreement-Pay order shall be lodged in our bank and a copy from that bank will be forwarded to you the beneficiaries. We agree that this irrevocable pay-order will also be lodged with seller’s side paymaster’s bank for the simultaneous collection with the first tranche.
In recognition for the services rendered towards the completion of contractual formalities and the commencement of the above referenced transaction, we the undersigned Payor, hereby irrevocably and unconditionally, without protest, demand or delay, promise and guarantee to pay consultancy fees of Two Percent (2.0%) of the face value of the instruments, for the benefit of the consultants being 18
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hereinafter called collectively the “beneficiaries” and individually a “Beneficiary”.
The said consultancy fee shall be paid upon the successful closing of each and every tranche concurrently with each payment of the instruments purchased by us. Further, the said consultancy fees shall be paid in good, clean clear and unencumbered United States Dollars and delivered, via wire transfer, to your designated trust account coordinates.
This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee Agreement-Pay Order” shall ensure to the benefit of the beneficiaries and their respective heirs, administrators, successors and assigns, as the case may be, and shall be binding and enforceable upon us, our successors and assigns as the case may be, until this transaction, including any renewals, extensions and additions are fully completed.
This Fee Agreement-Pay Order, if transmitted by facsimile, shall be considered an original, legally enforceable document.
Generally recognized International Standards of Non Circumvention and Non-disclosure are applicable for a period of Five Years from the date of this document or the last date of the contract including any renewals, extensions and additions are fully completed 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.
We 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, we hereby declare we are not licensed brokers or government employees and understand neither are you or your organization.
We mutually agree that this private placement transaction is exempt from the Securities Act and is not intended for the general public and all materials are for our “PRIVATE USE ONLY”. Intermediaries are NOT Advisors of any kind.
All negotiations terms and conditions are between the principle parties and their perspective legal counsel only! Both principle parties are responsible for the ramification of their own actions. All Intermediaries are considered introducers and held harmless from any legal actions brought on by either party. Parties to this agreement are independent contractors and all contemplated payments and/or disbursements hereunder are divided interests. Nothing in this agreement construes or creates a partnership or employer/employee relationship between or among the parties hereto.
All taxes, federal, state or other are the independent responsibility of each of the parties hereto. The above stated codes, (the seller’s code to be provided by the seller) and any other identification codes shall remain the same and shall not be changed until this transaction including any renewals, 19
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extensions and additions are fully completed and we agree to respect those.
The transaction code may be amended only by agreement between all parties hereto. This transmission via facsimile will be accepted as an original and I confirm that I have authority to execute this Pay Order.
Irrevocable Fee Protection / Irrevocable Pay order for Consultant Fees of the face value from each and every tranche of this transaction, including any rolls or extensions, to be shared equally as follows:
LESSOR’S SIDE COMMISSION OF 1 % OF FULL FACE VALUE, INCLUDING ROLLS AND EXTENSIONS –
LESSOR SIDE GROUP PAYMASTER:
TOTAL COMMISSION PAYABLE: 1% OF FULL FACE VALUE, INCLUDING ROLLS AND EXTENSIONS BENEFICIARIES: PAYMASTER: BANK NAME: BANK ADDRESS: ACCOUNT HOLDER: BANK AC # & CODE: BANK OFFICER NAME: SWIFT CODE (IBAN): BANK TEL: BANK FAX:
Email Address notification of Funds Email Address for notification of Funds SPECIAL INSTRUCTIONS SAME DAY TRANSFER AND IMMEDIATE CREDIT for LESSEE’S SIDE COMMISSION OF 1% OF FULL FACE VALUE, INCLUDING ROLLS AND EXTENSIONS, SHALL BE PAID TO THE FOLLOWING PAYMASTERS: close
GROUP 1 COMMISSION PAYABLE: % OF FULL FACE VALUE, INCLUDING ROLLS AND EXTENSIONS BENEFICIARIES: PAYMASTER: BANK NAME: 20
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