OFF MARKET SALES AND PURCHASE AGREEMENT FOR GOLD …

OFF MARKET SALES AND PURCHASE AGREEMENT FOR GOLD BULLION

SPA TRANSACTION REFERENCE CODE NO: /200 MT Bullion- ZURICH

Seller’s Initial: of 24 Buyer’s Initial:

This Sales & Purchase Agreement, hereinafter referred to as the “AGREEMENT”, is

entered into and executed on this ___ th November by and between the following

Parties:

This offer, i f i ts not signed and returned to the sel ler, withing 10 banking day’s after the above mentioned date it becomes nul l and void

THE AUTHORISED SELLER

COMPANY NAME:

ADDRESS:

SIGNATORY:

POSITION:

TELEPHONE NO:

E-MAIL:

Hereinafter referred to as the “AUTHORISED SELLER”,

and

THE BUYER ( via Resholdings Group)

COMPANY NAME:

ADDRESS:

SIGNATORY:

POSITION:

TELEPHONE NO:

E-MAIL:

VIA:

Hereinafter referred to as the “BUYER”




The Buyer and the Seller hereinafter may be referred to individually as a “PARTY’, or jointly referred to as

“THE PARTIES”

Whereas the Autorised Seller warrants with full responsibility and under penalty of perjury or fraud that

he has full and legal authority to sell said precious metal and enter into this Agreement;

Whereas the Buyer warrants with full responsibility and under penalty of perjury or fraud, that he is

ready, willing and able to purchase said commodity with legitimate, good clean funds of non-criminal

origin.

Now therefore, for and in consideration of the above premises, The Parties hereby agree to enter into

this Agreement in their respective capacity to contract, under the terms and conditions hereunder.

1. ATTESTATION

The Authorised Seller warrants the sale of the following product:

COMMODITY (AU) GOLD BULLION (Not in the GLD Banking System)

SIZE 1KG GOLD BULLION BARS

HALLMARK

INTERNATIONALLY RECOGNISED HALLMARK, mostly JOHNSON

MATTHEY etc…

AGE: Less Than 5 Years

FINENESS/

PURITY 999.5 /1000(MIN)

CURRENT

LOCATION

STOCK HELD IN A PRIME CUSTODIAN BANK.

- Address shall be detailed in the Safe-Keeping-Receipt (SKR)

- SKR to be issued by the Custodian Bank strictly upon receipt of the Buyer’s

payment guarantee

DISCOUNT LBMA, 2ND FIXING OF THE DAY 9% GROSS AND 6% NET FOR PURITY 999.5

/1000(MIN).

AGENTS’ FEES

Total Agents’ fees of 3%; [1.5% to Authorised Seller’s Agent(s) (Closed) and 1.5%

to Buyer Agent(s) (Open)]. Will be paid by Authorised Seller, as per the IMFPA

attached in Appendix 2.

DELIVERY TBA

DELIVERY

DESTINATION F.O.B ZURICH

TOT. QUANTITY 200 MT




VERIFICATION /

ESSAY SEE APPENDIX 3

PAYMENT

GUARANTEE

PRIOR TO FIRST

DELIVERY

GUARANTEED BY Transferable Non Operational STANDBY SBLC for 5 MT via MT760 or MT799 blocked funds for 5 MT to Sellers Bank _____. Copy to be send to : (_________ )

PAYMENT 94% OF THE LBMA, 2ND FIXING OF THE DAY

PAYMENT MENTHOD EITHER: SWIFT MT103/202 IN EURO TO METROBANK.

2. THE PARTIES

Agree that they are ready to supply and receive said Gold Bullion:

The Authorised Seller agrees to pay and honor all fees and agents’ fees due to all authorised facilitators

and mandates upon successful full payment made by the Buyer to the Authorised Seller as per the

IMFPA attached as Appendix 2.

3. CONFIDENTIALITY CLAUSE

This transaction shall be treated with strict confidentiality. The Parties hereto and all other parties

involved in this transaction are duty-bound to keep the same in utmost secrecy henceforth for a period

of One (1) year and One (1) day. Revelation of this transaction or any part hereof to any third party

requires the prior clearance and approval of both the Authorised Seller and the Buyer.

4. BANKING COORDINATES OF THE PARTIES

AUTHORISED SELLER’S NOMINATED ACCOUNT:

Bank Name

Branch

Bank Address

Account Name

Account No.

SWIFT CODE:

BANK MANAGER:

BANK TEL.

BANK EMAIL




AUTHORIZED SELLERS ACCOUNT IN BUYERS BANK ( to be opened by Buyer)

Bank Name

Branch

Bank Address

Account Name

IBAN / Account No.

Name of Authorised Signatory

SWIFT Code

Bank Officer’s Name

Bank Officer's Tel.

Bank Officer’s email

ALTERNATIVE BANK TO SEND THE INSTRUMENT TO ACCOUNT NAME: ADDRESS: BANK NAME: BANK ADDRESS: ACCOUNT NAME: USD ACCOUNT NO.: BANK IBAN: BANK SWIFT CODE: BANK OFFICER: BANK TELEPHONE: BANK EMAIL:




BUYER’S ACCOUNT

Bank Name

Branch

Bank Address

Account Name

IBAN / Account No.

Name of Authorised Signatory

SWIFT Code

Bank Officer’s Name

Bank Officer's Tel.

Bank Officer’s email

5. PROOF OF PRODUCT (POP)

- Certificate of Metal Deposit;

- Title Holder /Owner’s International Passport Copy;

- ATV (AUTHORIZATION TO VERIFY)

- SKR CERTIFICATE ISSUED FROM THE CUSTODY BANK WITH FULL BANKING RESPONSIBILITY.

SEND BANK TO BANK OR DIRECTLY TO BUYER VIA EMAIL ONLY

6. SPECIAL CONDITIONS

The Buyer is not allowed (at any time) to contact the Fiduciary bank regarding any matter. The Buyer

must get written permission from the Authorised Seller to contact the Fiduciary bank. Any unauthorised

direct contact will cancel and nullify the contract with immediate effect.

7. VERIFICATION DOCUMENTS

The Fiduciary bank will only certify that they are holding the documents signed by the Owner / Authorised

Seller including the SKR CERTIFICATE. The Fiduciary bank at the request of Buyer through the

Authorised Seller shall hold the stocks for the Buyer, only and after the transfer of ownership from the

Authorised Seller to the Buyer. The AU Gold Bullion is held under the custodianship of the Custodian

bank on behalf of the Buyer.




8. CONFORMITY WITH INTERNATIONAL REGULATIONS

The Buyer and the Authorised Seller each declare to one another that the AU Gold Bullion offered herein

for sale, and the origin of the funds used for purchasing the commodity, do not contravene any of the

following LAWS or that it is derived from any other illegal or criminal activity:

A. The Drug Trafficking Act of 1986

B. The Criminal Act of 1988

C. The Prevention of Terrorism (Temporary Provisions) Act of 1989

D. The Criminal Justice (International Cooperation) Act of 1990

E. The Criminal Justice Act of 1993

F. The Anti-Terrorism Act and the Patriot Act I and II

9. CONFORMITY WITH HUMANITARIAN OBLIGATIONS AND DUTIES

The Parties warrant with full legal and corporate responsibility that they agree to sign this Agreement.

This is a contractual Agreement, hereinafter to be referred and funds obtained by The Parties and

beneficiaries will be used:

A. Not for achievement of political purposes;

B. Not in financial speculation;

C. Not in transactions which are damaging to the economy of the USA, or of the European

Community and or of any other States/Nations;

D. Not in transactions to buy weapons to arm illicit forces or to Finance Wars;

E. Not in any illegal and criminal violation and activities.

10. TRANSACTION PROCEDURES

A. The Authorised Seller issues this Agreement for the Buyer to sign back.

B. After the Buyer has received, completed, signed and sealed the Authorised Seller’s

Agreement, this shall indicate that the Buyer accepts the Authorised Seller’s procedures. The Authorised Seller will return the completed, signed and sealed Agreement.

C. The Buyer first and the Authorised Seller second will sign and seal the Agreement with their

respective full banking coordinates. Both the Buyer and the Authorised Seller are free to change their respective banks at any time such need may arise.

D. The Authorised Seller and the Buyer will lodge the completed set of documents at their respective banks.




E. The Buyer will then instruct their bank to send the for the duration of the contract, A Transferable Non Operational STANDBY SBLC for 5 MT via MT760 or MT799 blocked funds for 5 MT to Seller Bank as a standby guarantee to the Authorised Seller’s bank with a Face Value of Gold Bullion at the discount stated in this Agreement based on the price of Gold Bullion on the last working day prior to issuance of the MT199, A PRO FORMA INVOICE for the total amount ,will be issued and for each tranche delivery of Gold Bullion, the value will be calculated on the day of verification against the value of the LBME and paid against the pro forma invoice valid for the term of this Agreement.

F. The Authorised Seller will provide Proof of Product (POP) by way of SKR CERTIFICATE issued

by owners bank after receiving and confirming the Buyer’s Transferable Non Operational STANDBY SBLC for 5 MT via MT760 or MT799 blocked funds for 5 MT at the Authorised

Seller’s nominated fiduciary receiver bank. The SKR as POP will then be sent to the Buyer’s bank via SWIFT MT600-700, WITH A COPY SENT DIRECTLY TO THE BUYER’S EMAIL ADDRESS.

G. Once the Transferable Non Operational STANDBY SBLC for 5 MT via MT760 or MT799

blocked funds for 5 MT is received and confirmed at the Authorised Seller’s Fiduciary bank, the Custodian Bank of the Gold will require the Buyer’s details for change of ownership (Title). Please note that administrative costs are to be borne by the Buyer, and processed transfer of ownership will be sent to the Buyer, reconfirmed by the bank.

H. The Buyer along with an assayer of their choice will then be invited to the bank for a physical viewing/inspection of the Gold Bullion Bars at the bank depository (the Buyer can also nominate a Bullion Officer to attend on their behalf if preferred).

I. With this option, the Buyer will have to bear the administrative charges for transfer of

ownership (Title). J. Once the Buyer has settled the cost of the SPOT lift MT Gold Bullion Bars with the

Authorised Seller / Owner of the gold, the Title of ownership of equal quantity OF THE FIRST LIFT Gold Bullion Bars will be transferred to the Buyer and delivery made and subsequent deliveries made as well.

K. All the relevant documentation and paperwork will be provided to the Buyer

electronically (per tranche); the Buyer will also receive an Assay Report for their records. L. The Buyer can transact in tranches as agreed between The Parties following the same

process: full payment for EACH tranche Gold Bullion Bars or Ledger to Ledger, against transfer of Title of ownership of EACH LIFT Gold Bullion Bars to the Buyer per tranche or until total quantity of ___________MT SPOT FOR GOLD BULLION is reached.




M. The Buyer will naturally be granted the required authorisation to verify the SKR and all other documents direct with the Custodian Bank of the Gold in their capacity as the Buyer.

N. The commissions due will be paid by the Authroised Seller immediately and without delay to each appointed Paymaster or Beneficiary after each tranche and as per the Terms and Conditions of the IMFPA attached in Appendix 2.

GENERAL: The Authroised Seller and Authroised Seller’s Mandate and the Buyer and the

Buyer’s Mandate hereby agree that the information connected to this transaction must

not and shall not be released to any person or legal body, EXCEPT THOSE ENTITTLED TO

KNOW ABOUT IT.

11. DOCUMENTS

All transfer of TITLE of OWNERSHIP of Au Gold Bullion shall be accompanied by the following documents:

1. A verifiable Safe Keeping Receipt (SKR) issued by the Custody Bank of the gold with Full

Banking Responsibility.

2. Certificate of Origin

3. Certificate of Legal Ownership

4. Commercial Invoice; Four (4) copies will be provided

5. The Authorised Seller’s Certificate stating that the AU Gold Bullion is free and clear of all Liens,

encumbrances, and that the AU Gold Bullion is Freely tradable, exportable, and of non-criminal

origin.

6. Certified Weight List with the following description:

a) Receipt of custom duties and taxes

b) Receipt of storage

7. Air Waybill (Not Applicable For FOB Transaction).

8. Packing List (Not Applicable For FOB Transaction).

9. Insurance Certificate

10. Title Holder’s International Passport Copy & certificate of company registration.

11. The Title of the Gold Bullion Bars shall pass from the Authorised Seller to the Buyer

immediatelyupon full settlement (receipt of payment in full by way of SWIFT MT103/202 or Ledger

to Ledger for each tranche so transacted).

12. DELIVERY




F.O.B – ZURICH

13. PAYMENT

Payment in USD or EURO shall be made to the Authorised Seller’s Nominated Account by MT103/202

or Ledger to Ledger, and be paid by the Buyer within Twenty-Four (24) Hours.

14. TITLE TO GOODS

The ownership of the AU Gold Bullion shall pass from the Owner to the Buyer only after full payment is

received by the Authorised Seller as per tranche transacted.

15. CLEAR TITLE

The Owner and the Authorised Seller confirms and warrants that the AU Gold Bullion to be sold herein

will be free and clear of any and all liens and/or encumbrances and the Authorised Seller states that the

AU Gold Bullion are not of terrorist and/or criminal origin.

16. WARRANTIES

The Buyer shall bear all costs of title transfer of ownership of the gold to him/buyer or continue to pay

for subsequent safe-keeping charges with the custody bank.

17. APPLICABLE LAW AND JURISDICTION

Any action or legal proceedings related to this Agreement shall be adjudicated under the laws of

England & Wales and conducted in the English language.

Should either Party not perform exactly within the terms and conditions of this SPA, the other Party will

give notice regarding the Non-Performance, whereupon the non-performing Party must comply with

their obligations within Five (5) Working Days or this Agreement shall be canceled without further notice

and the non-performing Party shall pay the penalty as per the Penalty Clause in this SPA.

18. ELECTRONIC COPIES

ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the

United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). EDT documents

shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may

request hard copy of any document that has been previously transmitted by electronic means provided

however, that any such request shall in no manner delay The Parties from performing their respective

obligations and duties under EDT instruments.

This Agreement shall be accepted to be legal and binding by The Parties.

The Transaction Code shall always be referred to as: / 200 MT bullion- ZURICH

This Transaction Code is required to be mentioned on all written communication between the Buyer,

the Authorised Seller and their respective Banks. The Transaction Code shall not be changed during

the entire course of the transaction. All communication not mentioning the Transaction Code shall be

deemed as null and void.




All pages are required to be initialed by The Parties. Each Party holds One (1) original copy of the

effective Agreement/Contract. By their execution below, The Parties agree to the general Terms and

Conditions herein and warrant onto the other the entire agreement between The Parties.

The Parties hereto irrevocably agree and abide that any unauthorised communication with the

Authorised Seller’s or the Buyer’s Bank by anyone associated or related to this transaction, except the

herein named Bank Officers, will render this transaction null and void and the infringing Party will be

held legally and financially responsible for the consequences arising therefrom.

PLEASE NOTE: This Agreement is time-sensitive. If the Authorised Seller and the Buyer do not sign

this Agreement, it is automatically assumed that the Buyer is no longer interested and within Five (5)

banking days the contract will automatically nullify and terminate the negotiation without further notice

unless written permission is requested by the Buyer and granted by the Authorised Seller.

19. FORCE MAJEURE

The Parties hereto shall not be held liable for any failure to perform under the "Force Majeure" clause

as regulated by the International Chamber of Commerce, LONDON, ENGLAND which clauses are

deemed to be incorporated herein.

20. ETHICS: (NON-CIRCUMVENTION AND NON-DISCLOSURE)

Both the Buyer and the Authorised Seller acknowledge that the harm to the other Party would be

substantial and therefore the Authorised Seller and the Buyer agree to abide by the customary

international rules of Non-Circumvention and Non-Disclosure as established by the International

Chamber of Commerce in LONDON, ENGLAND for a period of One (1) year from the date hereof.

Said Non-Circumvention and Non-Disclosure shall include, but not be limited to communicating with

each other's banks, refiners, representatives of the Buyer dealing with customs, brokers or Authorised

Seller's Mandate. The understanding and accord of this sub-paragraph will survive the termination of

this Agreement.

21. BINDING AUTHORITY

This Agreement is binding upon The Parties hereto, their assigns and successors and is signed with full

authority to act.

22. TOTAL AGREEMENT

This Agreement supersedes any and all prior agreements and represents the entire Agreement between

The Parties. Any changes, alterations or substitutions shall be permitted at the final destination where

the hard copies of the Agreement will be signed and sealed. The Parties are requested to inform each

other of any intentions of any changes in order to hasten the conclusion to this contract.

23. EXECUTION OF THIS AGREEMENT

The Terms of this Agreement shall be confirmed and signed by the Buyer and the Authorised Seller via

facsimile or E-mail. Said executed facsimile or E-mail shall be binding and initiates and concludes the

legal liabilities between the Buyer and the Authorised Seller of this contract.




24. PENALTY CLAUSE

The Parties herein acknowledge that a mutual penalty amount equivalent to One Percent (1%) of the

total cost of one delivery of AU Gold Bullion at the AU at LBMA AM/PM Average Price is to be performed

and payable from the defaulting Party as compensation for the damages which the innocent Party has

suffered. All costs/expenses incurred by involved Party, including traveling, room & board etc. shall be

compensated and covered from this penalty amount.

25. SWIFT DEADLINE

The maximum time allowed for the PRIME BANK REVOLVING BANK CONFIRMATION, to reach the

Fiduciary Bank, will be Five (5) banking days from Agreement Signature Date. The Buyer should co-

ordinate with their Issuing Bank and ensure that the confirmation and a copy of the Swift are received

on or before this DEADLINE DATE.

Once the confirmation is issued, a copy of the confirmation should also be provided by E-mail to enable

follow up with the Fiduciary Bank.

Failing to meet the Swift Deadline Date as above will result in the contract automatically being

terminated and rendered null and void and the innocent Party caused to seek claim as herein stated

with due respect to any Arbitrary Body. Please refer to the Penalty Clause as per above which will be

enforced on the defaulting (Non Performing) Party.

Should the Swift deadline not be adhered to, ONLY Official Bank Communication from the Issuing Bank

(on the Bank’s Letterhead) clearly stating the reason for the delay in the issuance of the Swift will be

considered and taken under review for a possible extension to be granted, based on merit of the

information submitted.

By signing below, The Parties abide by their corporate and legal responsibility, and execute this Sales

and Purchase Contract under full penalty of perjury. All pages in this agreement should be initialed

accordingly.

Agreed and accepted BY AUTHORISED SELLER:

_______________________________________

Agreed and accepted BY BUYER:

_______________________________________

Name: MR. Name:

Title: CEO – AUTHORISED SELLER Title:

Passport Number: Passport Number:

Nationality: BELGIAN Nationality:

Signed Date: Signed Date:




APPENDIX- 1

NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT (NCNDA)

The Parties agree that all non-public information about their respective business and/or its operations

is confidential information belonging to the respective Parties. For purposes of this Agreement,

"Confidential Information" means any type of written or oral information or material concerning either

Party which is disclosed to the other Party and which are not generally known to the public. "Confidential

Information" 'includes, without limitation, any business or financial information which relates to business

models, contracts, prospective purchasers, leases, business operations, properties, trademarks, trade

secrets, designs, procedures, accounting, merchandising and selling, business plans or strategies,

marketing plans, contacts, sources and shareholder or investor lists.

1) Each Party agrees that at all times it will hold in strict confidence and not disclose to any Third Party

Confidential Information of the other, except as approved in writing by the other Party to this

Agreement, and will use the Confidential Information for no purpose other than evaluating or

pursuing a business relationship with the other Party to this Agreement. Each Party shall only permit

access to Confidential Information of the other Party to those of its employees or authorised

representatives having a need to know and who have signed confidentiality agreements or are

otherwise bound by confidentiality obligations at least as restrictive as those contained herein.

Confidential Information shall not be reproduced in any form except as required to accomplish the

intent of this Agreement. Any reproduction of any Confidential Information of the other Party by

either Party shall remain the property of the disclosing Party and shall contain any and all

confidential or proprietary notices or legends which appear on the original, unless otherwise

authorised in writing by the other Party.

2) The Party that receives Information, whether of a confidential or public nature, will not use that

information to circumvent the other Party in order to deal directly with sources, contacts, consultants,

employees, customers, funding sources, brokers, etc. of the other Party.

3) Each Party's obligations under this Agreement with respect to any portion of the other Party's

confidential Information shall terminate when the Party to whom Confidential Information was

disclosed (the 'Recipient") can document that: (a) it has entered the public domain through no fault

of the Recipient; (b) it was in the Recipient's possession free of any obligation of confidence at the

time it was communicated to the Recipient by the other Party; (c) it was rightfully communicated to

the Recipient free of any obligation of confidence subsequent to the time it was communicated to

the Recipient by the other Party; (d) it was developed by Recipient independently of and without

reference to any information communicated to the Recipient by the other Party; or (e) disclosure of

such Confidential Information is necessary in response to a valid order by a court or other

governmental body, is otherwise required by law, or is necessary to establish the rights of either

Party under this Agreement.

4) Upon termination or expiration of this Agreement, or upon written request of the other Party, each

Party shall promptly return to the other all documents and other tangible materials representing the

other's Confidential Information and all copies thereof. Each Party shall immediately notify the other

upon discovery of any loss or unauthorised disclosure of Confidential Information of the other Party.

5) The Parties recognise and agree that nothing contained in this Agreement shall be construed as

granting any property rights, by license or otherwise, to any Confidential Information of the other

Party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark,




or other intellectual property right that has issued or that may issue, based on such Confidential

Information. Neither Party shall communicate any information to the other in violation of the

proprietary rights of any third Party.

6) This Agreement shall terminate ONE (1) year and (1) day after the Effective Date. The Recipient's

obligations under this Agreement shall survive termination of the Agreement between the Parties

and shall be binding upon the Recipient's heirs, successor and assigns. The Recipient's obligations

hereunder shall continue in full force and effect with respect to non-technical sales, marketing, and

financial Confidential Information for THREE (3) years from the date of disclosure of such

confidential information. The Recipient's obligations with respect to all technical Confidential

Information shall not be terminated.

7) This Agreement shall be governed by and construed in accordance with the laws of England &

Wales. The terms and conditions set out in the United Nations Convention for the International Sale

of Goods (CISG) and the Uni-droit-Agreement 2010 are hereby expressly included. Any disputes

under this Agreement may be brought in the appropriate courts located in LONDON, ENGLAND

and the Parties hereby consent to the personal jurisdiction and venue of these courts. This

Agreement may not be amended except by a writing signed by both Parties hereto.

8) Each Party acknowledges that its breach of the Agreement will cause irreparable damage and

hereby agrees that the other Party shall be entitled to seek injunctive relief under this Agreement,

as well as such further relief as may be granted by a court of competent jurisdiction. If any provision

of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceable

or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event,

such provision shall be changed and interpreted so as to best accomplish the objectives of such

unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

By signing below, both Parties abide by their corporate and legal responsibility, and execute this NCNDA

under full penalty of Perjury.

Agreed and accepted BY AUTHORISED SELLER:

_______________________________________


_______________________________________

Name: MR. Name:








APPENDIX- 2

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

We, __________, hereinafter referred to as “THE AUTHORISED SELLER” and “THE PAYER”,

represented by MR ________ (Authorised Signatory) under any applicable penalty of perjury, so deem

this a legal and binding IRREVOCABLE MASTER FEE PROTECTION AGREEMENT for all

transactions under the above referenced transaction code:

Pursuant to a successful transaction, we, The Authorised Seller & The Payer, will disburse the fees as

per this Irrevocable Master Fee Protection Agreement upon each and every contract invoice concluded

and cash settlement to the Authorised Seller is completed, including, but not limited to, any and all

additions, renewals, rolls and extensions, to the herein stated paymasters/beneficiaries.

We, ___________ further irrevocably commit to pay the agents’ fees according to the agreed split

between the paymasters/beneficiaries equivalent to 3% of the gross value (prior to discount) as defined

of the LBMA 2nd fixing on the day of tranche completion, and payable immediately upon to the herein

stated paymasters/beneficiaries’ bank accounts.

These payments are made for services rendered for the above referenced transaction upon signing the

corporate invoice/contract. The transaction code allocated on the contract shall automatically apply to

this Irrevocable Master Fee Protection Agreement and will remain for the duration of the entire contract

period, including, but not limited to, any and all additions, renewals, rolls and extensions.

We, SDVEUROPE or our assigns, further irrevocably undertake to make payment in full of the

transaction on the same day that payment to the Authorised Seller is completed, and we shall confirm

the payment of fees to the herein stated paymasters/beneficiaries.

The payment of fees shall be made without protest, delay or legal impediment, regardless of any

variation or condition, which may be agreed between the principals, in the currency of the United States

Dollar (USD).

This Irrevocable Master Fee Protection Agreement will be lodged with the Authorised Seller’s bank at

the time of the commencement of this transaction.

Fees will be transmitted out of the Authorised Seller’s bank free of all charges, liens, taxes or

encumbrances of any kind except Authorised Seller’s bank SWIFT wire transfer charges for affecting

the said wire transfers.

This document is unchangeable and irrevocable as to its content and constitutes a legal and binding

contract for payment of the above said fees. This document may not be hypothecated without the

express written permission from the undersigned.

A facsimile/E-mail copy of this agreement is considered to be and deemed as original, duly validated,

legal, binding and enforceable on all parties hereto.

This agreement is irrevocable, unconditional, assignable and divisible and follows the rules and

regulations as set forth in the International Chamber of Commerce (“ICC”), 2000 edition, rules of

conciliation and arbitration.

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.

Intermediaries cannot subpoena to appear in court to testify by any means. Intermediaries are not

responsible for anything by any means. All responsibility rests on the principals.

The Transaction Code or any other identification codes, banks, fiduciaries or trusts, shall always remain

the same and shall not be changed, including any and all additions, renewals, rolls and extensions, until

this transaction has been completed, without the written consent of the Parties hereto.

The Parties hereto agree not to circumvent, and not to disclose any confidential information relating to,

any of the Parties involved in this transaction or any future transactions for a period of THREE (3) years

from the date of the last contract invoice under the above-mentioned transaction code, including any

and all additions, renewals, rolls and extensions, and such agreement not to circumvent or to disclose

aforesaid shall apply to any following transaction or new agreement between the Parties.

This agreement shall be governed by, and construed and interpreted in accordance with the laws of

England & Wales, the courts of which shall be the forum for any and all disputes arising out of or in

connection herewith.

PAYMENT ORDER VALUE

CODE NO.: / 200 MT bullion- ZURICH

Total: 3% of the transacted amount of the above-referenced transaction to include all rolls and

extensions, payable to the paymasters/beneficiaries named herein. Such payment shall be made via

swift wire, without protest, delay or deduction and free of any bank charges (except for normal bank

transfer charges) local and national Taxes and liens, to the extent legally permissible.

The Total of 3% of the transacted amount for agents’ fees, including rolls and extensions, shall be split

and paid, as follows:

1. Authorised Seller Agents’ Side 1.5% (CLOSED) - To be paid by the Authorised Seller

2. Buyer Agents’ Side 1.5% (OPEN) - To be paid by the Authorised Seller




AUTHORISED SELLER AGENT SIDE: 1.5% (Closed) (temporary account)

1.5% CALCULATED ON THE TOTAL VALUE OF THE TRANCHE AND/OR TOTAL CONTRACTUAL

QUANTITY (INCLUDING ROLLS AND EXTENSIONS) WILL BE PAID TO THE FOLLOWING:

(THE PAYMASTER RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED

HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE PAYER)

ACCOUNT NAME

ACCOUNT NO

BANK NAME

BANK ADDRESS

SWIFT CODE

SPECIAL INSTRUCTIONS SAME DAY TRANSFER AND IMMEDIATE CREDIT FOR EACH ROLLS AND

EXTENSIONS. EACH TRANSFER PAYMENT MUST INCORPORATE STATED

BELOW TEXT MESSAGE, TOGETHER WITH THE TRANSACTION CODE AND

A COPY OF BANK WIRE TRANSFER SLIP SHALL BE EMAILED TO BANK

OFFICER NAME STATED ABOVE AND TO:

REQUIRED MESSAGE “FUNDS ARE GOOD, CLEAN, CLEARED AND OF NON-CRIMINAL

AND NON-TERRORIST ORIGIN, ARE LIEN FREE AND

UNENCUMBERED FUNDS. PAYABLE IN CASH AND IN FULL

AMOUNT IMMEDIATELY UPON RECEIPT BY BENEFICIARY BANK,

BASED ON THE SAME DAY VALUE AND IMMEDIATE CREDIT, THE

REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO THE

SOURCE OF THE FUNDS SENT TO US - THIS IS DONE WITH FULL

BANKING RESPONSIBILITY IN ACCORDANCE WITH TRANSACTION

CODE NO: / 200 MT bullion- ZURICH AND A COPY OF BANK

WIRE TRANSFER SLIP SHALL BE EMAILED TO:




BUYER AGENT SIDE:

1.5% CALCULATED ON THE TOTAL VALUE OF THE TRANCHE AND/OR TOTAL CONTRACTUAL

QUANTITY (INCLUDING ROLLS AND EXTENSIONS) WILL BE PAID TO THE FOLLOWING:

(THE PAYMASTER RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED

HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE PAYER)

BUYER PAYMASTER SIDE: 1.5% (closed)

ACCOUNT NAME

ACCOUNT NO

BANK NAME

BANK ADDRESS

SWIFT CODE

BENEFICIARY

Paymaster for

Mr ………………………… Receiving 1,00 %

Mr …………………………. Receiving 0,25 %

Nicuma NL Group Receiving 0,25%

REQUIRED MESSAGE

“FUNDS ARE GOOD, CLEAN, CLEARED AND OF NON-

CRIMINAL AND NON-TERRORIST ORIGIN, ARE LIEN

FREE AND UNENCUMBERED FUNDS. PAYABLE IN

CASH AND IN FULL AMOUNT IMMEDIATELY UPON

RECEIPT BY BENEFICIARY BANK, BASED ON THE

SAME DAY VALUE AND IMMEDIATE CREDIT, THE

REMITTER IS KNOWN TO US AND WE ARE SATISFIED

AS TO THE SOURCE OF THE FUNDS SENT TO US - THIS

IS DONE WITH FULL BANKING RESPONSIBILITY IN

ACCORDANCE WITH TRANSACTION

NO: / 200 MT bullion- ZURICH.

AND A COPY OF BANK WIRE TRANSFER SLIP SHALL BE

EMAILED TO: [email protected];

SIGNATURE

DATE

mailto:[email protected]




By signing below, both Parties abide by their corporate and legal responsibility, and execute this IMFPA

under full penalty of Perjury.

Agreed and accepted BY AUTHORISED

SELLER:


Name: MR. Name:





THIS SPACE IS ESPECIALY LEFT BLANK




APPENDIX- 3

BUYERS COPY PASSPORT AND COMPANY REGISTRATION




BUYERS COMPANY CERTIFICATE OF REGISTRATION




APPENDIX- 5

APPROVED VERBIAGE FOR SWIFT MT760 SBLC

FROM BANK NAME:

BANK ADDRESS:

BANK TEL: BANK FAX:

BENK OFFICER NAME: SWIFT CODE:

ACCOUNT NAME:

ACCOUNT NO:

RECEIVER BANK ACCOUNT NAME: ADDRESS: BANK NAME: BANK ADDRESS: USD ACCOUNT NO.: BANK IBAN: BANK SWIFT CODE: BANK OFFICER: BANK TELEPHONE: BANK EMAIL: TRANSACTION CODE:

SBLC NO: CURRENCY:

AMOUNT: ISSUING DATE:

MATURITY DATE:

FOR THE VALUE RECEIVED, WE .........................(NAME & ADDRESS OF SBLC ........ MT760 ISSUING

BANK) HEREBY IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST OR NOTIFICATION

PROMISE AND GUARANTEE TO PAY ON TIME, IN FULL AND WITHOUT DELAY, AGAINST THIS REVOLVING

TRANSFERABLE NON OPERATIONAL STANDBY SBLC via ........ MT760 IN FAVOUR OF

.............................., THE BEARER OR HOLDER THEREOF, AT MATURITY THE AMOUNT OF

....................... (AMOUNT IN WORDS) IN THE LAWFUL CURRENCY OF ............

SUCH PAYMENT WILL BE UPON PRESENTATION AND SURRENDER OF THIS REVOLVING TRANSFERABLE

NON OPERATIONAL STANDBY SBLC via . MT760 AT THE OFFICE OF .............................(NAME OF SBLC

MT760 ISSUING BANK)......................... WITHOUT SETOFF AND FREE AND CLEAR OF ANY DEDUCTIONS,

CHARGES, FEE OR WITHHOLDING OF ANY NATURE NOW OR HEREAFTER IMPOSED, LEVIED, COLLECTED,




WITHHELD OR ASSESSED BY THE GOVERNMENT OF THE ISSUING OR PAYING BANK OR ANY POLITICAL

SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.

THIS REVOLVING TRANSFERABLE NON OPERATIONAL STANDBY SBLC via MT760 or SHALL BE

GOVERNED AND BE CONSTRUED IN ACCORDANCE WITH THE UNIFORM RULES FOR DEMAND

GUARANTEE (URDG), AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE

ICC PUBLICATION 758.

THIS REVOLVING TRANSFERABLE NON OPERATIONAL STANDBY SBLC, IS TRANSFERANLE WITHOUT

PRESENTATION TO US

FOR AND ON BEHALF OF:

XXX ISSUING BANK XXX

XXX ISSUING BANK ADDRESS XXX

BANK OFFICER 1 BANK OFFICER 2




APPROVED SAMPLE VERBIAGE BANK ACCEPTED VERBIAGE TEXT FORMAT

SWIFT MT199/799 BLOCK FUNDS

SWIFT INPUT: MT199/799 BLOCKED FUNDS; SENDER: BANK NAME: BANK ADDRESS: SWIFT CODE: ACCOUNT NAME: ACCOUNT NO.: BANK OFFICER AMOUNT: USD. RECEIVER BANK

ACCOUNT NAME: ADDRESS: BANK NAME: BANK ADDRESS: USD ACCOUNT NO.: BANK IBAN: BANK SWIFT CODE: BANK OFFICER: BANK TELEPHONE: BANK EMAIL: TRANSACTION CODE: ------------------------------------- SWIFT MESSAGE TEXT ----------------------------------------

WE, XXXXXXXXXXXXXXXXXXX ADDRESS AT XXXXXXXXXXXXXXXXXXXXXX , REPRESENTED BY THE UNDERSIGNED

BANK OFFICERS, XXXXX XXXXX HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY THAT OUR INSTITUTION IS

HOLDING THE AMOUNT OF USD 000,000,000.000.00 (IN WRITING USD) IN CASH FUNDS IN ACCOUNT NUMBER

, ON BEHALF OF OUR CLIENT , AND THIS INSTRUMENT IS ISSUED IN FAVOR AND FOR

BENEFIT OF THE BENEFICIARY, WITH ACCOUNT NUMBER :

WE DO HERBY CONFIRM WITH FULL BANK RESPONSIBILITY AND LIABILITY THAT WE HAVE FULL CUSTODY OVER

SAID FUNDS AND THESE FUNDS ARE NOT PERMITTED TO BE, WITHDRAWN, MOVED, TRANSFERRED, CALLED OR

PLEDGED TO ANY OTHER ENTITY DURING THE PERIOD OF THE AGREEMENT TO DELIVER THE GOLD AS

MENTIONED IN THE SPA /200MT Bullion- ZURICH AND THE SAID FUNDS ARE BLOCKED IN FAVOR AND

PAYABLE TO WITH ACCOUNT NUMBER: AND NO OTHER ENTITY BY VIRTUE FOR THE PURPOSE OF MINING

AND METAL FINANCING.

THIS INSTRUMENT, WE DO HEREBY IRREVOCABLY CONFIRM THAT THE FUNDS ARE GOOD, CLEAN, CLEARED,

UNENCUMBERED FUNDS OF NON- CRIMINAL ORIGIN AND FREELY AVAILABLE FOR INVESTMENT.

THIS SWIFT MT199/799 IS AN OPERATIVE INSTRUMENT AND IS VERIFIABLE BY RESPONSIBLE BANK INQUIRY VIA

SWIFT, AND IS FULLY CONFIRMABLE, NON-OPERATIONAL, IRREVOCABLE, NEGOTIABLE, ASSIGNABLE,




TRANSFERABLE AND DIVISIBLE IN ACCORDANCE WITH THE UNIFORM CUSTOMS AND PRACTICE FOR SUCH

CREDIT INSTRUMENT AS PUBLISHED BY THE I.C.C PUBLICATION, PARIS, FRANCE (LATEST REVISION)

THIS INSTRUMENT SHALL EXPIRE WHEN THE FULL QUANTITY IS SUPPLIED.

ALL PAYMENTS WILL BE TRANSFERRED VIA MT103/202, WITHIN 12 HR AFTER CONFIRMATION THE GOODS HAVE

BEEN VERIFED BY OUR CLIENT, ACCORDING TO THE VALUE OF EACH TRANCHE WITH REFFERENCE TO THE PRO

FORMA INVOICE

FOR AND ON BEHALF OF

(FULL NAME AND ADDRESS OF ISSUING BANK)

OFFICER (1) BANK OFFICER (2)

NAME: NAME:

END OF DOCUMENT

OFF MARKET SALES AND PURCHASE AGREEMENT FOR GOLD …

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