1. Client Docs Pccfunding

PRECONSTRUCTION CATALYSTS INC

COMMON PROCEDURES AND DOCUMENTS USED IN THE PURCHASE OF BANK INSTRUMENTS

An Educational Document for the use of those interested in how Bank Instruments are purchased.

FORMS AND DOCUMENTS USED IN THE PURCHASE OF FINANCIAL INSTRUMENTS (Medium Term Notes, Bank Guarantees, etc.)

WELCOME..................................................................................................................................................................................3

Procedures..................................................................................................................................................4

Description of Instrument.......................................................................................................................4

Buyer’s Information Summary Sheet...........................................................................................................9

CORPORATE BOARD RESOLUTION.............................................................................................................11

Non-Circumvention, Non-Disclosure & Working Agreement....................................................................13

CONTRACT FOR PURCHASE OF BANK GUARANTEE...............................................................................15

SELLER:..............................................................................................................................................16

BUYER:...............................................................................................................................................17

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT / NON-CIRCUMVENTION, NON DISCLOSURE AGREEMENT..........................................................................................................................................19

LETTER OF CONFIRMATION NON – SOLICITATION................................................................................25

EXHIBIT “A” AFFIDAVIT- MONEY LAUNDERING INDEMNITY.................................................................27

EXHIBIT “B”- BANK GUARANTEE SPECIMEN..........................................................................................29

EXHIBIT “C”- SWIFT MESSAGE SAMPLE.................................................................................................30

EXHIBIT “D” COLOR COPY OF BUYER’S PASSPORT.................................................................................31

S e l l e r I n i t i a l B u y e r I n i t i a l

PreConstruction Catalysts, Inc. | 18156 Darnell Drive | Olney, MD 20832 USA(301) 570-9100 | Fax (240) 363-0062

Welcome

WE ARE PLEASED TO FACILITATE THE INFORMATION YOU NEED IN ORDER TO UNDERSTAND THE BUYING AND SELLING PROCESS OF BANK GUARANTEE FINANCIAL INSTRUMENTS. THIS IS AN EDUCATIONAL PACKAGE CONTAINING THE TYPICAL COMMON DOCUMENTS AND LANGUAGE USED IN TRANSACTIONS. IT IS NOT INTENDED TO BE A SOLICITATION OR OFFER OF ANY KIND.

PRECONSTRUCTION CATALYSTS, INC (PCCFUNDING) IS IN NO WAY A LICENSED BROKER-DEALER, TRADER OR SELLER. OUR ROLE IS TO PROVIDE YOU WITH A BETTER UNDERSTANDING, AND TO ANSWER THOSE QUESTIONS WHICH WE ARE AUTHORIZED TO ANSWER. SHOULD YOU REQUIRE INFORMATION BEYOND OUR SCOPE OF AUTHORITY, IT IS OUR PRIVILEGE TO HELP YOU GET THOSE ANSWERS.

THANK YOU FOR FULLY REVIEWING THIS DOCUMENT. IT IS OUR PLEASURE TO HELP FACILITATE A BETTER UNDERSTANDING.

PRECONSTRUCTION CATALYSTS, INC

Contract Number Seller’s Transaction Code: Buyer’s Transaction Code:COPY AND REPLACE THESE DOCUMENTS ON YOUR CORPORATE LETTERHEAD

Procedures

The Non Circumvent Non Disclosure Agreement contained within this agreement shall supersede any and/or all previous Non Circumvent Non Disclosure

Agreement/s which may or may not have been executed between any and/or all parties concerned with this transaction.

WE, THE SELLING PRINCIPAL AND SIGNATORY, ARE CURRENTLY AGREEABLE TO SELLING BANK GUARANTEES PURSUANT TO THE FOLLOWING TERMS, CONDITIONS AND PROCEDURES.

WE ARE ONLY SELLING BANK GUARANTEE/S ISSUED BY THE TOP 25 WESTERN EUROPEAN BANKS, WITH NORMAL EXCLUSIONS, AND VARIOUS ISSUED MATURITY DATES.

WE ARE ABLE TO PROVIDE FULL INFORAMTION FOR THE FOLLOWING SELECTED BANK GUARANTEE/S AND AMOUNT/S DETAILED BELOW:

Description of Instrument

Instruments : , ICC NO. 458 (Exhibit “A”)

Currency :

Bank Menu : Top 25 West European Bank rated by S&P “AA” or better

Contract Amount :

Tranches : FIRST TRANCHE OF

: Subsequent Tranches to be mutually agreed

Denomination :

Term :

Age :

Interest :

Invoice Price :

Consultant Fee : US $25,000.00 + __ % of face value

: between Buyer’s side and Seller’s side Intermediaries




Transaction Mode : Funds First Procedures : SWIFT MT103/23 or ICBPO

THIS DISCOUNT TO THE BUYER IS ON A ONE-OFF BASIS. WE MUST RECEIVE THE FULL NAMES OF THE BENEFICIARY/S & PAYMASTER/S (OTHERWISE IT IS IMPOSSIBLE TO ISSUE A FEE PROTECTION AGREEMENT).

ONCE WE HAVE THE ABOVE INFORMATION, WE ARE READY TO PROCEED, AS FOLLOWS.PROCEDURES:

The Buyer submits this LOI with full banking coordinates, Corporate Profile (Client’s Information Sheet), Board of Directors’ Resolution, Non Solicitation Letter, Master Fee Protection Agreement and a clear color copy of the Buyer Signatory’s passport.

The Seller signs this LOI providing Seller’s bank coordinates with name of bank, SWIFT code and beneficiary and returns it to the Buyer after which both parties deposit it with the respective settlement banks and notify each other by mail.

Within 48 banking hours of notice of deposit of executed LOI/Contract in the banks, the Buyer’s bank shall contact the Seller’s bank officer by SWIFT MT 199 (Exhibit B) message to confirm the funding capability and also ask the awareness and readiness to receive SWIFT MT103. A courtesy copy of this swift message shall be given to the seller. Within 48 hours of receipt of the Buyer’s MT 199 Swift Message, the Seller’s Bank shall swift the Pre-Advise. Within 48 hours of the receipt of the Pre-Advise, the Buyer’s bank shall swift the MT 103/23 or ICBPO.

There shall be no further confirmation of POF or soft probe. No phone call or email communications are allowed. All the confirmations will be done via S.W.I.F.T on a Bank to Bank basis.

The Provider will authenticate and verify the received MT103 or ICBPO. Within 3 international banking days upon successful verification, the Provider’s Bank will transmit Via SWIFT MT760 Bank Certified Corporate Invoice to Buyer’s Bank containing: CUSIP/Registration Numbers, ISIN Numbers, term, text of instruments, denominations, name(s) of issuing bank(s), date of issue, date of maturity, access code and all pertinent data necessary for the Buyer’s Bank to authenticate and validate the data of the invoiced instrument via Euroclear or DTC.

Buyer’s Bank will authenticate and validate the invoiced bank guarantee instrument and confirm satisfaction to Provider’s Bank marking the conclusion of the delivery of the first tranche. Buyer’s Bank shall within eight (8) international banking hours release full payment to Provider’s designated Bank.




Within eight (8) international banking hours after receipt of clear funds, Provider’s Bank will electronically deliver the bank guarantee and deliver hard copy Bank Guarantee instruments within seven (7) international banking days to the Buyer or his bank as specified in the funding instrument.

Simultaneously, the Buyer shall effect payment to all the intermediaries according to the Master Fee Protection Agreement without delay or withholding.

A master fee protection agreement with this Transaction code and date shall be made an integral part of this LOI/Contract as an attachment

NOTE THE FOLLOWING:

A BANK TRANSMIT HAS ONE PURPOSE: THAT IS FOR THE SELLER’S BANK TO SEND THE BANK GUARANTEE/S AND RELATED ITEMS TO THE BUYER’S BANK SO THAT THE BUYER’S BANK CAN VALIDATE AND AUTHENTICATE THE BANK GUARANTEE/S.

OUR BANKS AND BANKERS WILL NOT RESPOND TO ANY ENQUIRIES OTHER THAN ON A BANK-TO-BANK BASIS VIA A BANK TRANSMIT AND ONLY AFTER THE AGREEEMENT HAS BEEN SIGNED AND WE HAVE NOTIFIED OUR BANK OF THE SOURCE OF THE BANK TRANSMIT AND IDENTIFIED THE ASSOCIATED BANK OFFICER

This Agreement shall remain valid and full force for 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.

ARBITRATIONThe Parties agree to settle any dispute arising between them on an amicable manner. In the event of failure to an amicable settlement, the Parties agree to submit any irreconcilable to ICC office in Geneva, Switzerland, by three arbitrary appointed in accordance with ICC rules.

ASSIGNMENTNeither Party may assign or delegate its interest or duties without prior written consent of the other Party.

SEVERABILITYIn the event that one of the articles or addendum of this Agreement is considered void and unenforceable, the whole Agreement is considered enforceable and the remainder continues to exist. The Parties shall in good faith negotiate with any possible correction to the above even in order to prevent the dissolution of the entire Agreement.




AGREEMENT EXECUTIONEach party to this Agreement represent that it has Full Legal Authority to execute this Agreement and that each party agrees to be bound by Terms and Conditions set forth herein each Party agrees that this Agreement may be executed simultaneously by and between Parties via telefax or Facsimile Transmission which should be deemed as Original. All statements made by either party are under penalty of perjury.

FORCE MAJEURENeither Party to this Agreement shall be responsible for Breach of Contract caused by an act of God, Civil Insurrections, Military War Operation or local Emergency – The Parties hereby accept the International Provision of the “FORCE MAJEURE” as defined by ICC 458, Publications, whichever relates to the Bank Guarantee issuance applies.

NON CIRCUMVENTION & NON DISCLOSUREThe parties herein agree the non-circumvention / non-disclosure rules of all issues from ICC, and the latest edition shall apply to the transaction for a period of (5) five years from the date of execution of this agreement by the undersigned, his / her assigns, agents, and / or heirs. His NC/ND also applies to any and all other transactions direct or indirect. Regarding this transaction and its possible extension and roll over, each Party and their respective intermediaries warrant not to reveal the Banking Coordinates, provided herein, to any individual or institution other than those Banking Officers necessary for completion of this transaction.

PENALTYThe parties acknowledged that a PENALTY OF 1% of the total amount of the contract to be payable from the defaulting party to the innocent party as compensation for the damage which the innocent party has suffered.

After confirming, by signature and seal, this Agreement/ Contract will be effective equal as an agreement. Each party holds one of the effective Agreement/Contract. By their execution below, the parties hereto agree to the general terms and conditions herein and warrant onto the other the entire agreement between parties.

Executed by the BUYER for and on behalf of: _________________________________

………………………(Signature)Signatory Name :Title :Passport No. :




Country of Issue :Date of issue :

Accepted by the SELLER for and on behalf of: _______________________________

………………………(Signature)Signatory Name :Title :Passport No. :Country of Issue :Date of issue :



Buyer’s Information Summary Sheet

In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the Federal Marketing Commission Circular of December 1998, concerning the prevention of money laundering, the following information may be supplied to banks and/or other Federal Institutions for purposes of verification.

1) Buyer’s Name :

Business Address :

Business Registration No. :

Telephone :

Facsimile :

E-Mail Address :

2) Represented By :

Nationality :

Passport No. :

Date if Issue :

Date of Expiration :

Date of Birth :

Place of Birth :

SSN/Identity No. :

Address :

Telephone :

Mobile Telephone :

Facsimile :

E-Mail Address :

3) Legal Counsel :

Address :

Telephone :

Facsimile :

E-Mail Address :

4) Buyer’s Banking :

Contract Number Seller’s Transaction Code: Buyer’s Transaction Code:

Name of Bank :

Bank Address :

Account Name :

Account/Signatory :

Account No. :

Bank Officer :

Telephone :

Facsimile :

E-Mail Address :

S.W.I.F.T. Code :

5) Funds Information :

Origin :

Are Funds clean and Clear? :

6) Brief Description of Corporate Activities :

Declaration: I hereby swear under penalty of perjury, that the information provided is both true and accurate. I am the signatory on the aforementioned bank account. All monies engaged in this transaction are derived from non-criminal origin; and, are good, clean and cleared. The origins of funds are in compliance with Anti-Money-Laundering Policies as set forth by the Financial Action task Force (FATF) 6/01.

Signed this ____ Day of____, 2008 Company Seal-----------------------------------------Name :Passport No. :




CORPORATE BOARD RESOLUTIONThis is to certify that the Board of Directors of ________________________, its address at __________________ (hereafter “Company”) attended a Board of Directors meeting which was duly and regularly called, noticed and held on _____________, 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. _________________, of _____________________, and holder of a (Country) Passport, Number ______________, shall be and hereby is appointed to serve as Director of Finance of the Company, 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 the managed buy of Bank Instruments, and to effect the opening an operation of bank accounts on behalf of and for the benefit of the Company at any Bank(s) he shall select, and be a signatory thereon to accept and disburse funds there from at his discretion and determination, and to execute investment or deposit contracts with his selected sources and Banks with respect to the Company’s deposits therein, at his discretion, for and in the best interest of the Company.

FURTHER RESOLVED: That Mr. ___________________, as the CEO/President of the Company, hereby is authorized and directed to certify that the foregoing resolutions and the 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 and that the above named Director of the Company has been duly elected and appointed to hold office, is presently holding office, and is empowered to act for and on behalf of the Company, and that this fax or photocopy of the BOARD RESOLUTION shall be of equal value to the original and shall be accepted as such by everyone, for all purposes, everywhere.

There being no further business to come before the meeting, upon the motion duly made, seconded and unanimously carried, the Meeting was adjourned.

Place: _____________________

Date: _____________________




IN WITNESS WHEREOF, I have hereunto set my hand and seal of the Company in certification of the above resolutions and provisions on this _____day of _______, 2008.…………………………………………CEO/PRESIDENTName :Passport No. :Passport Issue Date :Passport Issue Country :

Company Seal

………………………………………… SECRETARY/FINANCE MANAGERName :Passport No. :Passport Issue Date :Passport Issue Country :




Non-Circumvention, Non-Disclosure & Working Agreement““Considered As an Integral Part of This Contract “ “

WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations, are bound by a duty of Confidentiality with respect to their sources and contacts. This duty is in accordance with the International Chamber of Commerce.

WHEREAS the undersigned desire to enter a working business relationship to the mutual and common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated organizations (hereinafter referred to as “Affiliates”).

NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows:

TERMS AND CONDITIONS

The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this agreement, without the express permission of the party who made available the source and,

The parties will maintain complete confidentiality regarding each other business sources and/or their Affiliates and will disclose such business sources only to the named parties pursuant to the express written permission of this party who made available the source, and,

That they will not in any of the transactions the parties are desirous of entering into and do, to the best of their abilities assure the other that the transaction codes established will not be affected.

That they will not disclose names, addresses, e-mail address, telephone and tele-fax or telex numbers to any contacts by either party to third parties and that they each recognize such contracts as the exclusive property of the respective parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the other party and

That they further undertake not to enter into business transaction with banks, investors, sources of funds or other bodies, the names of which have been provided by one of the

Parties to this agreement, unless written permission has been obtained from the other party (ies) to do so. For the sale of this agreement, it does not matter whether information obtained from a natural or a legal person. The parties also undertake not to make use of a third party to circumvent this clause.




That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.

All considerations, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed.

This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable law in All Commonwealth Countries, European Union Countries, USA Courts, or under Swiss Law in Zurich, in the event of dispute, the arbitration laws of states will apply.

The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the Agreement shall perpetuate for seven (7) years from last date of signing.

AGREEMENT TO TERMS

A Signatures on this Agreement received by the way of Facsimile, Mail and/or E-mail shall be an executed contract. Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.

B All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signature that they have full and complete authority to execute the document for and in the name of the party for which they have given their signature.




CONTRACT FOR PURCHASE OF BANK GUARANTEE

Contract Number XXXXSeller’s Transaction Code: XXXXBuyer’s Transaction Code: XXXX

BUYER:

REPRESENTED BY:

SELLER:

REPRESENTED BY:

Tuesday, April 11, 2023




SELLER:

COMPANYCOUNTRY OF REG.ADDRESS

CITYTELEPHONE +

TELEFAX +

EMAILREPRESENTED BY SIGNATURE

PASSPORT NO: ISSUING COUNTRY: REGISTRATION COMPANY

SELLER'S BANKING DETAILS

BANK NAME: ADDRESS: ACCOUNT NUMBER: SWIFT CODE:ACCOUNT NAME: TEL: FAX: BANK OFFICER:

ACCOUNT SIGNATORY

Hereinafter referred to as "SELLER"




BUYER:

COMPANYCOUNTRY OF REG.ADDRESSCITYTELEPHONETELEFAXEMAILREPRESENTED BYSIGNATURE

PASSPORT NO: ISSUING COUNTRY:REGISTRATION COMPANY

BUYER'S BANKING DETAILS BANK NAME: ADDRESS: ACCOUNT NUMBER: SWIFT CODE:ACCOUNT NAME: TEL: FAX: BANK OFFICER:

ACCOUNT SIGNATORY

Hereinafter referred to as "BUYER"

WHEREAS THE SELLER AND BUYER, EACH WITH FULL CORPORATE AUTHORITY, CERTIFIES, REPRESENTS AND WARRANTS THAT EACH CAN FULLFILL THE REQUIREMENTS OF THIS AGREEMENT AND RESPECTIVELY PROVIDE THE PRODUCTS AND THE FUNDS REFERRED TO HEREIN, IN TIME AND UNDER THE TERMS AGREED TO HEREINAFTER AND WHEREAS THE SELLER HEREBY AGREES AND MAKES AN IRREVOCABLE FIRM CONTRACT TO DELIVER, AND WHEREAS THE BUYER HEREBY AGREES AND MAKES AN IRREVOCABLE FIRM CONTRACT TO PURCHASE A FIVE HUNDRED MILLION EURO (EURO 500,000,000) BANK GUARANTEE/S FROM XXXXXXXX, AND; WHEREAS THE SELLER AND BUYER BOTH AGREE TO FINALIZE THIS CONTRACT UNDER THE TERMS AND CONDITIONS, IT IS THEREFORE AGREED AS FOLLOWS:




Instrument Type : Bank Guarantee Individual Bank Guarantee Amount : Pieces : 1 or more

Total Amount : XXX Million Euros Dates of Issue : XXth XXXXXX 2008Dates of maturity : XXth XXXXXX 2009 Issuer of Instrument : XXXX Fully Transferable : XXXCurrent Beneficiary :

ROLLS AND EXTENSIONS SOUGHT UP TO XXX BILLION EUROS

(€XXXX,000,000,000)

______________________ ____________________Buyer Signature Seller SignatureDate Date




IRREVOCABLE MASTER FEE PROTECTION AGREEMENT / NON-CIRCUMVENTION, NON DISCLOSURE AGREEMENT

(Considered As An Integral Part Of The Sales / Purchase Contract)

Date :

I, (Name), (Title), the authorised signatory of (Company), hereby confirm with full Corporate and legal responsibility, under PENALTY OF PERJURY of law, issue this Fee Protection Agreement (Irrevocable Disbursement Instrument/Payment Order) to the herein Beneficiaries for Consultant Services rendered in connection with the Sales & Purchase of Bank Guarantees with the above reference codes.

Name of Bank :Bank Address :SWIFT Code :Account Name :Account Number :Bank Officer/Title :Bank Telephone No. :Bank Fax Number :

Payment Order Value:Four Percent (4%) of total face amount of the transaction, per each and every tranche of the above reference transaction, payable to the Beneficiaries (Paymasters) herein. Such payment shall be made via SWIFT Wire, without protest, delay or deductions, and free of any bank charges, local and national taxes and liens, to the extent legally permissible.

SELLER’S SIDE: BANKING CO-ORDINATES OF [--- CLOSED ---] –XX (%)

Bank’s Name :Bank Address :Account Name :Account Number :Telephone No. :Facsimile :SWIFT Code :

BUYER’S SIDE group 1: BANKING CO-ORDINATES OF [---NAME---] – % (point xxxxx percent)

Bank’s Name : ClosedBank Address :Account Name :Account Number :




Telephone No. :Facsimile :SWIFT Code :

BUYER’S SIDE group 2: BANKING CO-ORDINATES OF [---NAME---] – % (point xxxxxx percent)

Bank’s Name : OpenBank Address :Account Name :Account Number :Telephone No. :Facsimile :SWIFT Code :

BUYER’S SIDE group 3: BANKING CO-ORDINATES OF [---NAME---] – % (point xxxxxx percent)

Bank’s Name : openBank Address :Account Name :Account Number :Telephone No. :Facsimile :SWIFT Code :

This Payment Order is valid upon commencement of the transaction, and shall remain valid and enforceable for the full term of this transaction and shall apply to any and all renewals, extensions, rollovers, additions, or any new Agreement between the Buyer and the Seller, their shareholders and/or assigns. It is unconditional, assignable and divisible to beneficiaries, heirs and assignees upon written notices to all parties concerned.

TERM & CONDITIONS This master fee protection agreement covers the initial contract and shall include any renewals, extensions, rollovers, additions or any new or transfer contract any how originated from this transaction because of the above intermediaries or changing codes of the initial contract entered into between the buyer and seller.This master fee protection agreement and any subsequently issued pay orders shall be assignable, transferable and divisible and shall not be amended without the express written and notarized consent of the receiving beneficiary.

All parties agree neither to circumvent nor to attempt circumvent either for the transaction of this current contract or in the future for a period of seven (7) years from the date of the execution of this fee protection agreement. This document binds all parties, their employees, associates, transferees and assignees or designees.

All faxed and/or e-mailed signatures shall be considered as original signatures for the purpose of binding all parties to this agreement. This document may be signed and in any number of counterparts all of which shall be taken together and shall constitute as being one and the same instrument.




Any party may enter into this document and the agreement constituted thereby by signing any counterpart any time, date or period mentioned in any provision of this document shall only be amended by agreement in writing and signed off by all parties concerned.

Furthermore, we agree that any and all commissions due shall be paid to the beneficiary as a result of any extension or rolls of the contract and that we shall effect all necessary documentation with our bank without any undue delays to ensure such commissions and paid within the terms of the agreement.

PARTIAL INVALIDITY:

The illegality, invalidity and non-enforceable provision of this document under the laws of any jurisdiction shall not affect its illegality, validity or enforceability under the law of any other jurisdiction or provision.

GOVERNING LAW AND JURISDICTION:

This document shall be governed and construed in accordance with current English and/or I.C.C 500/600 signed between partners NCND laws.

ARBITRATION:

All parties agree to refer any disputes between the parties arising out of or in connection with this agreement including any questions regarding its existence, validity or termination to arbitration rules of the international arbitration centre (I.A.C). The appointed arbitrator shall hold the proceedings in any country chosen by the parties and the rules of the IAC shall apply.

This document is signed and accepted by parties named below as to be included in the main contract.

For and on behalf of: ___________________________ [Seller]

………………………(Signature)Signatory Name :Passport No. :

For and on behalf of: ___________________________ [Buyer]

………………………(Signature)Signatory Name :Passport No. :




ACCEPTED, SIGNED AND SEALED WITHOUT CHANGE

Seller

Printed Name :

Company : Address :

Tel

Fax

E-mail :

Passport No.:

Date & Time :

Sign / Seal :

Buyer

Printed Name :

Company :

Address : Tel: Fax:

E-mail:

Passport No.

Date & Time :

Sign / Seal :




Seller’s Beneficiary Group 1 Paymaster

Printed Name:

Company :

Address :

E-mail : Passport No.:

Date & Time : Tuesday, April 11, 20238

Sign / Seal :

Seller’s Beneficiary Group 2 Paymaster

Printed Name:

Company :

Address : E-mail : Passport No.:

Date & Time: Tuesday, April 11, 20238

Sign / Seal :




Buyer’s Beneficiary Group 1 Paymaster

Printed Name: Michael J. Weiner

Company : PreConstruction Catalysts, Inc

Address : 18156 Darnell Dr, Olney MD 20832

E-mail : [email protected] Passport No.: 441711XXX

Date & Time : Tuesday, April 11, 20238

Sign / Seal :

Buyer’s Beneficiary Group 2 Paymaster

Printed Name :

Company :

Address : Tel: Fax:

E-mail:

Passport No.

Date & Time :

Sign / Seal :




LETTER OF CONFIRMATION NON – SOLICITATION

TO : PROVIDERREF. : BANK INSTRUMENTS

DEAR SIRS:

I, < FULL NAME OF BUYER > , AS <TITLE> OF < NAME OF COMPANY> AND AS AUTHORIZED SIGNATORY, DO HEREBY CONFIRM THAT I HAVE REQUESTED YOU AND YOUR ORGANIZATION, SPECIFIC CONFIDENTIAL INFORMATION AND DOCUMENTATION ON BEHALF OF MYSELF REGARDING TO BANK INSTRUMENTS, TO SERVE ONLY FOR 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 THAT YOU HAVE NOT SOLICITED ME IN ANY WAY.

I HEREBY REPRESENT THAT I AM NOT AN INFORMANT, NOR AN ASSOCIATE OF 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 BANK INSTRUMENTS, AND THAT IT 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 BANK INSTRUMENT TRANSACTION THAT IS EXEMPT FROM THE SECURITIES ACT AND NOT INTENDED FOR THE GENERAL PUBLIC BUT PRIVATE USE ONLY.

THE FACSIMILE TRANSMISSION OF THIS DOCUMENT SHALL BE CONSIDERED AS A BINDING AND ENFORCEABLE INSTRUMENT, TREATED AS ORIGINAL COPY. ORIGINAL MAY BE OBTAINED UPON REQUEST.




FOR AND ON BEHALF OF

<NAME OF CORPORATION> COMPANY SEAL

BY:____________________________ DATE: April 11, 2023

Name of Signatory :Title :Passport Number :Country :Date of Passport Issue :




EXHIBIT “A” AFFIDAVIT- MONEY LAUNDERING INDEMNITY

DATE: 11 April 2023TO : PROVIDERREF : BANK INSTRUMENTS DEAR SIRS:

I, MR. ____________ DOMICILE IN TRAVELING ON PASSPORT NUMBER: __________ ISSUED ON _________ DO HEREBY, WITH FULL LEGAL RESPONSIBILITIES, ATTEST, CONFIRM AND WARRANT AS FOLLOWS:

1. THAT THE SAID ACCOUNT AT _____________ IN ACCOUNT NUMBER: _________ ________ ACCOUNT NAME: ___________________ THAT IS FREELY AVAILABLE.

2. THAT THE SAID US$ . ... 0,000,000.00 (. . .. . . . UNITED STATES DOLLARS) IS GOOD, CLEAN AND CLEAR UNITED STATES DOLLARS THAT HAS BEEN LEGITIMATELY EARNED OR OBTAINED AND ORIGINATES FROM NON-CRIMINAL AND NON-TERRORIST SOURCE.

3. THAT THE SAID US$ . . . 0,000,000.00 (. . . ... UNITED STATES DOLLARS) IS COMPLETELY FREE AND CLEAR OF ANY LIENS OR ENCUMBRANCES OF ANY KIND OR RIGHT OF THIRD PARTY INTEREST.

4. THAT THE SAID US$. … . . , 000,000.00 (...... UNITED STATES DOLLARS) IS NOT INVOLVED IN ANY BREACH OF LEGISLATIONS AGAINST MONEY LAUNDERING AND TERRORIST FINANCING IN ACCORDANCE WITH ARTICLE TWO TO FIVE OF DUE DILIGENCE CONVENTION, THE FEDERAL BANK COMMISSION CIRCULAR OF DECEMBER 1991 CONCERNING THE PREVENTION OF MONEY LAUNDERING AND/OR ARTICLE 305 OF THE SWISS CRIMINAL CODE, AND/OR THE THIRD EU DIRECTIVE ON MONEY LAUNDERING AND TERRORIST FINANCING, AS WELL AS OTHER ENABLING LEGISLATION IN THE PERFORMANCE OF THE ENVISAGED TRANSACTION.

5. THAT I HEREBY HOLD HARMLESS THE INTERMEDIARIES, SELLER, THEIR RESPECTIVE DIRECTORS AND OFFICERS.

IT IS AGREED THAT FACSIMILE DOCUMENTS ARE TO BE AS ORIGINALS, WHICH ORIGINALS ARE AVAILABLE UPON REQUEST.

SIGNED AND SEALED ON THIS 11 April 2023

FOR AND ON BEHALF OF < CORPORATE SEAL ><NAME OF CORPORATION> BY: _______________________,




SIGNATORY’S FULL NAME:TITLE:NATIONALITY:PASSPORT NUMBER (COUNTRY):DATE OF ISSUANCE:DATE OF EXPIRATION:




EXHIBIT “B”- BANK GUARANTEE SPECIMEN

BANK GUARANTEE VERBIAGE (ICC 458)(Specimen copy – Final verbiage as per issuing bank standard ICC format)

Name of Advising Bank : Buyer’s Bank,Bank SWIFT Code :Attention Bank Officer : Mr………………………………

Title …………………………….Name of Issuing Bank :Issuing Bank address :Bank SWIFT Code :Bank Officer :Bank Guarantee Number:Beneficiary :Address :Currency : EUROAmount : EURO………………………………Issuing Date :Maturity Date :

For the value received, we, the undersigned, …………., hereby issue our irrevocable, unconditional, transferable, divisible, and without protest or notification, promise to pay against this Bank Guarantee to the order of …………(Beneficiary) ……..,the bearer or holder thereof, at maturity, the sum of EURO ……..(EURO …………million only) in the lawful currency of The United States of America, upon presentation and surrender of this Bank Guarantee at any of the counters of ………………….Such payment shall be made without set-off and free and clear of any deductions, charges, fees, or withholding of any nature presently or in the future imposed, levied, collected, withheld or assessed by the Government of [Country of Issue] or any political subdivision or authority and therein and thereof. This Bank Guarantee is divisible, assignable and transferable without presentation of it to us and without the payment of any transfer fee or charges.This Bank Guarantee is governed by the Uniform Customs and Practice for Bank Guarantee as set forth by The International chamber of Commerce, Uniform Rules for Demand Guarantees, (ICC Publication No. 458).This Bank Guarantee shall be governed by and shall be construed in accordance with the laws of [Country of Issue]. This Bank Guarantee is an operative instrument.For and on behalf of (name of the issuing Bank)

Authorized Officer Authorized Officer(Name, Title, Pin Code) (Name, Title, Pin Code)

Bank Seal




EXHIBIT “C”- SWIFT MESSAGE SAMPLE

SWIFT MESSAGE

TO : ADDRESS : SWIFT CODE : ACCOUNT OFFICER :

TEL: FAX: ACCOUNT NAME : ACCOUNT NUMBER :

FROM : ADDRESS : ACCOUNT NAME : ACCOUNT NUMBER : BANK OFFICER : SWIFT CODE : TEL NO. : FAX NO. : ACCOUNT SIGNATORY :TRANSACTION :

WE, (BANK NAME), HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY TO ISSUE THE MT103/23 PAY ORDER or ICBPO, AS REQUESTED BY OUR GOOD CLIENT (_______________________) AMOUNTING EURO________ MILLION (EURO __________ MILLION ONLY). PLEASE LET US HAVE THE PRE-ADVISE BY RETURN SWIFT.

THIS BANK READINESS SWIFT MESSAGE IS VALID FOR TWENTY (20) INTERNATIONAL BANKING DAYS AND MAY BE VERIFIRD ON A BANK-TO-BANK BASIS.

ON BEHALF OF BANK

BANK OFFICER BANK OFFICERTITLE TITLEPIN CODE PIN CODE




EXHIBIT “D” COLOR COPY OF BUYER’S PASSPORT

< Notary Public >

THE ABOVE DOCUMENT WAS ACKNOWLEDGED BEFORE ME THIS _____ DAY OF ____________ 2008, BY (NAME OF NOTARY) __________________, IN THE CITY OF _____________________, STATE OF __________________, COUNTRY OF ____________________________. MY COMMISSION EXPIRES: __________________.

WITNESS BY MY HAND AND OFFICIAL SEAL:

________________________

(PRINT NAME OF NOTARY)



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