COOPERATIVE FINANCE AGREEMENT

TRANSACTION CODE: _____/UKGB/SBLC-250,0/01-2021

This Cooperative Finance Agreement with the Transaction code: PMP/__/SBLS-250,0/BIE-2020 is hereby made
and entered into this date of February 28, 2021. For purposes of this Agreement, Party A and Party B shall be
collectively referred to as “Parties,
BETWEEN
PARTY “A”: PROVIDER
COMPANY NAME
BUSINESS ADDRESS
REPRESENTED BY
TITLE
PASSPORT NO.
COUNTRY OF ISSUE
DATE OF ISSUE
DATE Of EXPIRY
I, _____________ , hereby swear, under penalty of perjury, that I am the Authorized Signatory to sign and execute
this Agreement, and I am fully aware of this transaction and ready to fulfill my part.
AND
PARTY “B”: FUNDER
COMPANY NAME UKGB Limited
BUSINESS ADDRESS One Canada Square-E145AB-Canary Whart-London-UK, PO BOX: 71586
REPRESENTED BY
TITLE
PASSPORT NO.
COUNTRY OF ISSUE
DATE OF ISSUE
DATE Of EXPIRY
I, ________________, hereby swear, under penalty of perjury, that I am the Authorized Signatory to sign and
execute this Agreement, and I am fully aware of this transaction and ready to fulfill my part.

WITNESSETH
WHEREAS Party A has represented to Party B that the former requires certain funds to pursue humanitarian,
land development and commercial projects and has signified its intent to collateralize thereof against delivery of
a bank negotiable instrument in the form of a STANDBY LETTER OF CRDIT (the “SBLC”) having a face value of
€250,000,000.00 (TWO HUNDRED FIFTY MILLION EURO) up 5,0Bi (FIVE BILLION EURO) duly issued by
DEUTSCHE BANK AG, Taunusanlage 12, 60325 Frankfurt am Main, Germany.

WHEREAS Party A has requested the cooperation of Party B to negotiate and secure clean, cleared,
unencumbered, legally earned and freely transferable No Recourse loan against the above-mentioned SBLC,
which is prepared to provide to the nominees as beneficiaries of Party B under mutually beneficial terms and
conditions herein.
WHEREAS the Party A desires to send and transfer and assign all rights, title and interest of the SBLC to Party B
and/or his nominee for monetary consideration. Party A represents and warrants that it has the ability and
resources to arrange with full corporate responsibility through its Issuing Bank, financial instruments per the
terms of assignments of instruments according to the terms of this Agreement. Party A hereby declares under
penalty of perjury that the SBLC will be cash backed by funds that are good, clean, clear, and free of non-criminal
origin and, that the SBLC will be free and clear of all liens, encumbrances and third party interests.
PROVIDER INITIALS:

FUNDER INITIALS:

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WHEREAS the Party B agrees to send the instrument from his bank via SWIFT to Party A’s designated bank
coordinates, according to the terms of the Agreement hereunder. Party A declares that it will act in a professional
manner, however, based on the declarations of third parties, therefore it is not responsible for the actions or
omissions of the parties participating in the procedure specified in this contract.

NOW THEREFORE, for and in consideration of the foregoing premises and the covenants herein contained and
for valuable consideration the receipt for mutual satisfaction is hereby acknowledged, the Parties hereto execute
this Cooperate Agreement with the following;

1.0 BANK INSTRUMENT DETAILS

Term SBLC ONE (1) YEAR AND ONE (1) DAY (RENEWABLE)
Issuing Bank DEUTSCHE BANK AG, Taunusanlage 12, 60325 Frankfurt am Main,
Germany
Provider’s 13 % OF FACE VALUE OF SBLC
Interest
Denomination European Union Currencies / € EUR/
Contract Amount 250 MILLION up to 5 BI
Delivery SWIFT MT760
Payment SWIFT WIRE TRANSFER – MT103 TO ACCOUNT
Term THE SBLC CAN BE EXTENDED UP TO FIVE (5) YEARS

2.0 PROCEDURES:

1. SIGN CONTRACT
The PROVIDER and the FUNDER must execute, sign and initialize this "cooperation Agreement", which thus
automatically becomes a commercial agreement of full recourse after the FUNDER application has been accepted
by the PROVIDER.

2. SWIFT MT799 PRE ADVICE (See Appendix A for approved Text)

Within three (3) business days after both parties sign the agreement, the PROVIDER must send SWIFT MT799
(pre advice) to the Bank of the FUNDER.

3. SWIFT MT799 BANK PAYMENT UNDERTAKING BPU (See Appendix B for approved Text)
FUNDER'S BANK SHALL ISSUE A BANK PAYMENT UNDERTAKING BPU VIA SWIFT MT799, TO THE PROVIDER'S
DESIGNATED BANK COORDINATES, UPONS UCCESSFUL VERIFYING AND AUTHENTICATING OF THE PRE-
AVDISE RECEIVED VIA SWIFT MT799 WITHIN (THREE) 3 BANKING DAYS.

4. SWIFT MT760 (See Appendix C for approved Text)

PROVIDER'S BANK SHALL ISSUE & DELIVER THE BG VIA SWIFT MT760 TO THE FUNDER'S DESIGNATED BANK
COORDINATES, UPON SUCCESSFUL VERIFYING AND AUTHENTICATING OF THE BPU RECEIVED VIA SWIFT MT799
WITHIN (THREE) 3 BANKING DAYS.

5. PAYMENT
After SWIFT MT760 verification and authentication by the financier's Bank, the financier must issue cash
(MT103) totaling 7,5% of the face value of SBLC within sixteen ( 16 ) days of SWIFT MT760 verification and
authentication.

6. FOLLOWUP
Should Funder default to pay according to the terms and conditions of this Agreement, the Provider will instruct
his Issuing Bank to put a claim on the SBLC and thereby forcing the Funder's Receiving Bank to return the SBLC
by SWIFT MT760 back to the Issuing Bank.
PROVIDER INITIALS:

FUNDER INITIALS:

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7. HARD COPY OF SBLC
PROVIDER'S BANK DELIVER A HARD COPY OF SBLC MT760 TO THE ASSET MANAGER'S BANK VIA BANK BOND
COURIER, AFTER CONFIRMING RECEIPT OF FULL PAYMENT OF THE AMOUNT, WITHIN (SEVEN) 7 BANKING
DAYS.

On day 365 (After delivery) the Funder Receiving Bank returns the instrument, free clear and
unencumbered, within 15 days after maturity or extends SBLC on the terms of this agreement. A SBLC may be
extended by agreement of parties after the expiration date.

THE SIDIES RESERVES THE RIGHT TO USE ANY BANK ACCOUNT FOR SMOOTHEN TRANSACTION
OPERATION (IT’S OUR BANK REGULATIONS AND PROCEDURE). BOTH PARTIES SHALL HAVE THE RIGHT
TO USE MULTIPLE AND DIFFERENT ACCOUNTS TO FACILITATE THE CLOSING OF THIS TRANSACTION.

3.0 PROVISIONS CONCERNING TRANCHE SCHEDULE (“Schedule of Delivery”)

The undersigned both parties acknowledge and agree that the following provisions apply concerning tranche and
the tranche schedule.
- If after paying for the tranche, should the Party B elect not to continue to tranche as per the contract, the
Party B must immediately notify the Provider by sending the Provider an email with an attached signed
letter on corporate or individual letterhead, specifically stating that the Party B wants to cease tranche
immediately and provide the reasons for such cancellation.
- Should the Party B elect to change the tranche schedule at any time, in terms of either frequency of each
tranche, or amount of each tranche, the Party B shall immediately notify the Provider (Sender) as per the
above paragraph.

FORCE MAJEURE

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 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 against the other it enforce any of the terms of this
agreement the prevailing party shall be entitled to recover reasonably attorney fees and costs.

PROVIDER INITIALS:

FUNDER INITIALS:

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4.0 BANKING DETAILS

PARTY-A’s BANK COORDINATE:TO ISSUE SWIFT MT 799 (PRE-ADVICE) AND SWIFT MT 760 (SBLC)
BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME PROVIDER
ACCOUNT NUMBER (IBAN)

PARTY-B’s BANK COORDINATES: TO RECEIVE SWIFT MT 799|MT 760 AND ISSUE SWIFT MT 799 (BPU)
BANK NAME HSBC BANK PLC
BENEFICIARY UKGB Limited
BANK ADDRESS 18 North Str Leatherhead, Surrey, KT22 7AR, London. UK.
SWIFT CODE HBUKGB4136W
ACCOUNT NAME UKGB Limited
IBAN Code

PARTY-A’s BANK COODINATE: TO RECEIVE 13% PAYMENT FOR STANDBY LETTER OF CRDIT WITH A
TOTAL FACE VALUE OF 250,000,000.00 (TWO HUNDRED FIFTY MILLION EURO): € 18,750,000.00
(EIGHTEEN MILLION SEVEN HUNDRED FIFTY THOUSAND EURO)
BANK NAME DEUTSCHE BANK AG
BANK ADDRESS Taunusanlage 12, 60325 Frankfurt am Main, Germany
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER(IBAN)

Any Unauthorized Bank Calls, Probes Or Communications, Or An Improper Solicitation Or Disclosure Involving
Any Of The Banks Concerned In This Transaction Will Result Immediate Cancellation Of This Transaction And
Subject The Violating Party To Damages.

5.0 GENERAL PROVISIONS

Party B and Party A may change or add transaction banks by providing written notice within eight banking hours
to each other. Both Parties, as well, shall be responsible for their own institutional costs, and accept liability for
taxes, imposts, levies or charges that may be applicable in the execution of this transaction.

Generally recognized international standards concerning the payment of fees and commissions, as well as non-
circumvention and non-disclosure rules of the ICC shall apply for a period of five (5) years from the date of
signing this agreement.

That this document shall in no way be changed without the written consent of both Parties; Any amendment OR
addendum hereof shall be drawn separately and shall form an integral part hereof when signed by the Parties
with their original written signatures.

That nothing contained herein shall be construed as to create an “Employer-Employee” relationship between the
Parties;

That this Agreement binds and extends to the respective heirs, nominees and assigns of the Parties and shall
apply to any extension or renewal of the bank instrument subject hereof or for any issuance of any bank
negotiable instrument in favor of the Second Party;

PROVIDER INITIALS:

FUNDER INITIALS:

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The BGis governed by ICC regulation and is transferable.

That the subject of any conflict which may arise here from shall be submitted to a mutually acceptable panel of
arbitrators who shall decide on the subject in accordance with the Rules on Conciliation and Arbitration of the
International Chamber of Commerce whose rules are deemed incorporated including the rules on non-
circumvention and non-disclosure; Award of judgment may be entered in any English Court.

That facsimile copies and/or electronic copies of this signed Agreement shall carry the full force and effect of this
original Agreement

For and On behalf of PROVIDER For and On behalf of FUNDER

______________________ _____________________________________

NAME: NAME:
COMPANY: PASSPORT:
TITLE: NATIONALITY:
PASSPORT: DATE OF ISSUE:
NATIONALITY: EXPIRY DATE:
DATE OF ISSUE:
DATE Of EXPIRY:

PROVIDER INITIALS:

FUNDER INITIALS:

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 APPENDIX A
SWIFT MT799 (PRE ADVICE)

WE, _________________, _________________________, REPRESENTED BY THE UNDERSIGNED

OFFICERS, DO HERBY CONFIRM WITH FULL BANK RESPONSIBILITY AND AUTHORITY ON BEHALF
OF OUR CLIENT, _________________, WITH THE BANK ACCOUNT NUMBER: _______________,
THAT WE ARE READY, WILLING AND ABLE, TO ISSUE A FULLY CASH BACKED ONE (1) BANK
GUARANTEE/STANDBY LETTER OF CREDIT, VIA SWIFT MT760 PER THE ATTACHED WORDING, IN
ACCORDANCE WITH ICC PUBLICATION NO.758.

THE BANK GUARANTEE WILL BE RELEASED AT ___________ IN FAVOR

________________________ BANK ACCOUNT NUMBER: ______________, WITH THE BASIC
NOMINAL VALUE _____________________EURO.00 (_________________ EURO) WITH THE
VERBIAGE CONTAINED HEREIN OF THIS TRANSMISSION.

WE ALSO CONFIRM THAT THE BANK GUARANTEE/STANDBY LETTER OF CREDIT IS SECURED IN

CASH AND CAN BE ASSIGNED, TRANSFERRED, DIVISIBLE AND UNCONDITIONALLY REVOKED AT
THE END OF THE MATURITY PERIOD.

PLEASE CONFIRM VIA SWIFT THAT YOU ARE READY TO RECEIVE AND FINANCE A BANK
GUARANTEE.
.
FOR AND ON BEHALF OF

_________________

FURTHER TRANCHES WILL BE MADE AFTER PRIOR NOTICE.

PLEASE CONFIRM THAT YOU ARE READY TO ACCEPT AND PAY FOR THE BANK GUARANTEE/STANDBY LETTER OF
CREDIT.
IN THE NAME AND ON BEHALF OF THE BANK XXXXXXX
BANK OFFICER NAME, TITLE, PIN
BANK OFFICER NAME, TITLE, PIN

PROVIDER INITIALS:

FUNDER INITIALS:

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 APPENDIX B
SWIFT MT799 (BPU)

THIS QUICK MT799 RESPONSE SHOULD CONFIRM THAT WE, __________________________, LOCATION
_________________________________ , I HEREBY CONFIRM, WITH FULL RESPONSIBILITY AND LIABILITY
THE BANK THAT WE HOLD ON DEPOSIT FUNDS IN THE AMOUNT SUFFICIENT TO PAY FOR BG/SBLC ON THE
ACCOUNT ___________________________________ FOR AND UNDER THE SOLE SIGNATURE OF OUR CLIENT _____________. WE
HEREBY CONFIRM THAT WE HAVE THE FINANCIAL CAPACITY TO PAY FOR BG/SBLC.
WE CONFIRM THAT, TO THE BEST OF OUR KNOWLEDGE, THESE FUNDS ON THE DEPOSIT ARE LEGALLY
EARNED, CLEAN, CLEARED, HAVE NO CRIMINAL ORIGIN AND ARE FREE FROM ANY LIENS AND ENCUMBRANCES
AND ARE AVAILABLE TO THE CLIENT WITHOUT ANY RESTRICTIONS.
WE ALSO CONFIRM THAT THE FUNDS ON THE DEPOSIT CONFIRM THE FINANCIAL CAPABILITIES OF OUR
CLIENT ________________.
THIS CONFIRMATION CAN BE VERIFIED AND CONFIRMED BY THE RESPONSIBLE BANK IN THE BANK
REQUEST.
FOR AND ON BEHALF OF_______________________________________
_________________________________________

AUTHORIZED BANK OFFICER 1: BANK OFFICER, TITLE, PIN NO.:

AUTHORIZED BANK OFFICER 2: BANK OFFICER, TITLE, PIN NO.:

PROVIDER INITIALS:

FUNDER INITIALS:

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 APPENDIX C
SWIFT MT 760(BG)

FOR CASH VALUE RECEIVED, WE, THE UNDERSIGNED __________, _____________________,

HEREBY IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST OR NOTIFICATION, PROMISE
AND UNDERTAKE TO PAY ON FIRST DEMAND AGAINST THIS BANK GUARANTEE/STANDBY LETTER
OF CREDIT NO.: XXXXXXX TO THE ORDER OF THE BENEFICIARY - THE BANK OF NEW YORK
MELLON SA/NV(IRVTBEBB)OF FOR FURTHER ACCOUNT: RODIMUS SECURITIES CUST: REF: KARL
TCHALIAN/ MANAGEMENT FADESCO UNITED NATION PROJECTS, WITH THE BANK ACCOUNT
NUMBER: 89000285451, OR THE HOLDER THEREOF, SUM OF EUR _______ (__________) UPON
PRESENTATION AND SURRENDER OF THIS BANK GUARANTEE/STANDBY LETTER OF CREDIT AT
THE COUNTERS OF ____________ OR ANY OF THEIR WESTERN EUROPE CORRESPONDENCE
BANKS.
.
SUCH PAYMENT SHALL BE MADE WITHOUT SET–OFF AND FREE AND CLEAR OF ANY DEDUCTION,
CHARGES, FEES, WITHHOLDINGS, OF ANY NATURE, NOW OR HEREAFTER IMPOSED, LEVIED,
COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF _______ OR ANY POLITICAL
SUBDIVISION OF AUTHORITY THEREOF OR THEREIN.
.
THIS BANK GUARANTEE/STANDBY LETTER OF CREDIT IS FREELY TRANSFERABLE, ASSIGNABLE
AND DIVISIBLE WITHOUT ANY PAYMENTS OR TRANSFER FEES TO US. ANY CLAIM UNDER THIS
BANK GUARANTEE/STANDBY LETTER OF CREDIT FOR THE ENCASHMENT MUST BE RECEIVED AT
OUR COUNTERS PRIOR TO CLOSE IF BUSINESS BEFORE THE EXPIRY DATE.
.
THIS BANK GUARANTEE/STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM PRACTICES
AND CUSTOMS FOR BANK DEBENTURES STIPULATED IN THE ICC PUBLICATION NO. 600 LATEST
EDITION.
.
THIS BANK GUARANTEE/STANDBY LETTER OF CREDIT IS GOVERNED AND SHALL BE
CONSTRUCTED IN ACCORDANCE WITH THE LAWS OF GERMANY.

FOR AND ON BEHALF OF:

(BANK NAME)
(BANK ADDRESS)

BANK OFFICER #1 NAME / TITLE / PHONE / PIN CODE: XXXXX

BANK OFFICER #2 NAME / TITLE / PHONE / PIN CODE: XXXXX

PROVIDER INITIALS:

FUNDER INITIALS:

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 ATTACHMENT (1)-A
PARTY “A” PASSPORT COPY

PROVIDER INITIALS:

FUNDER INITIALS:

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 PROVIDER’S COPY OF COMPANY REGISTRATION CERTIFICATE

PROVIDER INITIALS:

FUNDER INITIALS:

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 ATTACHMENT (1)-B
PARTY “B” PASSPORT COPY

PROVIDER INITIALS:

FUNDER INITIALS:

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 FUNDER’S COPY OF COMPANY REGISTRATION CERTIFICATE

PROVIDER INITIALS:

FUNDER INITIALS:

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