LETTER HEAD

AGREEMENT TO PURCHASE

Date:

Transaction Code:
Buyer’s Code:
Seller’s Code:

TO:
I, __________,
__________ holding _____ passport number _________, hereby
confirm, with full authority and legal responsibility under
penalty of perjury, that we are ready, willing and able to
purchase your TIME DEMAND DRAFT ) for sum amount of
USD60,000,000 (Sixty Million USDs) with a first tranche of
€10,000,000 (TEN Million Million ), with possible rolls and
extensions, of bank guarantees with good, clean, cleared,
unencumbered, legitimately obtained Euro funds of non-
criminal origin, under the following terms, conditions and
procedures: Normal non-circumvention, non-disclosure and
other such ethical standards shall apply.

Instrument : TIME DEMAND DRAFT

1. INSTRUMENT: TIME DEMAND DRAFT BY MT760 WIRE SWIFT

TRANSFER
2. TOTAL FACE VALUE: USD 10 WITH ROLLS AND EXTENSION
3 TOTAL CONTRACT UD 60 MILLION
4. ISSUING BANK: SUMITOMO MITSUI BANKING CORPOARTION
5. VALIDITY: ONE YEAR ONE DAY
7. PRICE: 80% PLUS 5 % COMMISSION TO AGENTS INVOLVED
8. DELIVERY: TIME DEMAND DRAFT BY MT760 WIRE SWIFT
TRANSFER
9. PAYMENT: SWIFT MT103 WIRE TRANSFER
10. DURATION OF PAYMENT WITHIN 48HRS AFTER OF SWIFT MT760

BUYER’S INITIALS ____________ Page 1 of 8

 PAYMENT: DELIVERY

Purchase Format : Collateral First Procedure with upfront

MT760
Mode of payment : SWIFT WIRE TRANSFER VIA MT 103
Mode of delivery : SWIFT WIRE TRANSMISSION VIA MT760

BUYER PURCHASING PROCEDURES:

1. Both party sign MoA

2. Seller sends Copy of TD + Bank Confirmation Letter of TD by Email to buyer.

++ Buyer’s name will be on TD as a Beneficiary’s name.

3. Buyer’s bank requests by MT999 seller’s bank to send Confirmation of TD.

4. Seller’s bank sends confirmation / Authentication by Swift via MT760.

5. Buyer’s bank sends Conditional ICBPO by MT-799, Payable in 10-banking days

after receipt of Original TD by bank bonded courier.

6. Hard copy to buyer’s bank by bank bonded courier.

7. Buyer’s bank release payment (65%) in 10-working days after receipt of original TD
+ Bank confirmation letter.
++ Buyer distributes commission (total: 2%) to all intermediaries as per FPA.

(9) Please check and advise.

BUYER’S PAYMENT BANK (to receive the MT760 and pay the
price):

Bank Name :
Bank Address :
Account Name :
Swift/BIC :
Account Number :
Bank Officer :
IBAN Number :

NOTE: BUYER HAS THE RIGHT TO CHANGE BANKING WITH PERIOR NOTICE.

BUYER’S INITIALS ____________ Page 2 of 8

SELLER’S BANK TO SEND MT760 AND RECEIVE THE PRICE:

Bank Name :
Bank Address :
Account Name :
Swift/BIC :
Account Number :
Bank Officer :
IBAN Number :

GENERAL PROVISIONS

1. The Force Majeure clause of the relevant publications of

the International Chamber of Commerce, Paris, France
(“ICC”) applies to this transaction.
2. This is Full Recourse Commercial Commitment
Document, enforceable under the laws of the countries
in which both the buyer and the seller are located and
such countries’ applicable laws shall govern the
performance, execution, interpretation, enforceability,
validity of this Agreement and any other such matter
in its regard.
3. There shall be no unauthorized communication to or
between the Buyer’s and Seller’s banks. Any violation
of this provision shall automatically void the
transaction.
4. This transaction is for the purchase of Bank Guarantees
and is to be considered a private transaction. It shall
not be construed or interpreted as a securities
transaction as defined by the United States Securities
Act of 1933/34, as amended, or as defined by the laws
of any other nation or jurisdiction.
5. Both parties confirm that each is fully empowered,
legally qualified and duly authorized to execute, to
deliver this document, and to be bound by its terms
and conditions.

BUYER’S INITIALS ____________ Page 3 of 8

 6. All e-mail and facsimile copies of this document, when
fully executed, are considered as original documents
and are legally binding and enforceable.
7. Banking co-ordinates shall be kept strictly confidential
and are not to be used in any manner whatsoever
other than in connection with the proper conduct of
this transaction.
8. The Transaction, security, Buyer’s and Seller’s codes in
this transaction shall remain the same and shall not be
changed until this transaction and any and all rolls,
extensions or additions have been completed.
9. All matters regarding collection, payment and delivery
of documents not mentioned in this instrument will be
conducted in accordance with normal banking
practices and procedures.

IN WITNESS WHEREOF:

This PURCHASE AGREEMENT consists of three (4) pages

which is a full recourse commercial document and by the
signatures hereon affixed, the signatory by doing so have
approved, accepted and agreed to as set forth herein and
warrant that the same shall be binding and enforceable
upon the signatory including their respective heir,
successors and/or assigns.

BUYER: SELLER:

NAME: NAME:
TITLE: TITLE:
PASSPORT: PASSPORT:
ISSUE DATE: ISSUE DATE:
EXPIRY DATE: EXPIRY DATE:

BUYER’S INITIALS ____________ Page 4 of 8

 FEE PROTECTION AGREEMENT.
Both BUYER AND SELLER agree that the BUYER AND SELLER agents are entitled to
5% of the TIME DRAFT Face value commission fees.
These commission fees will be shared 50/50 between the BUYER AND SELLER agents
as specified herebelow.The parties agree that the commission fees stated are
compensation for services rendered and are irrevocably and unconditionally guaranteed to
be paid by the BUYER To the agents and intermediaries listed in this FPA by wire transfer
simultaneously with the BUYER’s payment of 5% of the face value of the BG/SBLC as fee
to the SELLER for every tranche and/or transaction of the Bank Guarantee (BG/SBLC ).
The commission fees will be free of legal impediment and free of any deductions, excluding
bank transfer fees, for this and all subsequent transactions between the parties.

In consideration of the mutual benefits to be derived by the associates or affiliated

individuals, agents, companies, designees, trustees or executors, it is understood and
agreed that the parties hereto are mutually desirous of effecting this business transaction in
co-operation with one another for their mutual benefit and all signatory parties agree to
abide by the following terms and conditions:

1. Each party agrees that they will not make any contact with, deal with or be involved with
individuals, trader and investor introduced by another signatories without specific
permission of the introduced signatory for the Investor.

2. The signatory agrees to keep confidential the identity of and all contacts so provided by
any other signatories.

3. The parties hereto agree that all commissions or fees as agreed by the parties shall be
paid in full at the end of every transaction.

4. This agreement shall be legally binding on the parties hereto, their principals,
employees, representatives, agents and assigns in all countries of the world.

5. The parties hereto affirm that in every case they will act with the highest standards of
ethics and honesty in all their dealings.

This agreement shall be respected and honored at all times, unless otherwise mutually
agreed upon and any party will permit no attempt or hint of circumvention.

Each of the above parties agrees and understand that any overt or covert action of
circumvention prescribed by this agreement shall be a fraudulent act against the other party
and will be subject to judicial action, recompense for damages, possible punitive damages
and injunctive relief imposed by the legal process.

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Both parties hereby agree that the agents and intermediaries referred to in this FPA shall
be as follows:

SELLER AGENT:
TO RECEIVE 50% OF 1.50% OF FACE VALUE OF THE TIME DEMAND
DRAFT AS COMMISSION FEES TOTAL 75,000 USD PER TRANCHE OF
10 MILLION USD
PAYMASTER NAME
JEFFREY LOO CLOSED
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO:
ABACODE/ROUTIN
G NO:
TELEPHONE NO:
FACSIMILE NO:
BANK OFFICER:
BENEFICIARIES:

SPECIAL WIRE
INSTRUCTIONS
Required Message

SELLER AGENT:
TO RECEIVE 50% OF 1.50 % OF FACE VALUE OF THE TIME DEMAND
DRAFT AS COMMISSION FEES TOTAL 75,000 USD PER TRANCHE OF
10 MILLION USD

PAYMASTYER QUINTA MASIWE

BANK NAME: BARCLAYS BANK KENYA
BRANCH QUEENSWAY
ACCOUNT NAME : QUINTA TRADING EXPORT IMPORT
ACCOUNT NUMBER : 094 1093728
SWIFT CODE BARCKENX
BANK TELEPHONE: 254 020 2223161
FAX 254 020 2223161

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BUYER 's Agents:
To receive 33% of face value of the TIME DEMAND DRAFT as commission
fees

BUYER’S SIDE GROUP 1: 34% OF 2.5% OF FULL FACE VALUE, AND OF

EACH AND EVERY TRANCHE, INCLUDING ROLLS TOTAL 51,000 USD PER
TRANCHE OF 10 MILLION USD

PAYMASTER NAME: BUYER MANDATE

BANK NAME:
BANK ADDRESS:
BANK OFFICER:
PHONE:
FAX:
ACCOUNT NAME:
BANK ACCOUNT NO:
SWIFT CODE:
BENEFICIARIES:
SPECIAL Same Day Transfer and Immediate Credit
INSTRUCTIONS:

BUYER’S SIDE GROUP 2: 33% OF 2.5% OF FULL FACE VALUE, AND OF

EACH AND EVERY TRANCHE, INCLUDING ROLLS TOTAL 49,500 USD PER
TRANCHE OF 10 MILLION USD

BUYER’S INITIALS ____________ Page 7 of 8

PAYMASTER NAME: BUYER INTERMEDIARY
BANK NAME:
BANK ADDRESS:
BANK OFFICER:
PHONE:
FAX:
ACCOUNT NAME:
BANK ACCOUNT NO:
SWIFT CODE:
BENEFICIARIES:
SPECIAL Same Day Transfer and Immediate Credit
INSTRUCTIONS:

BUYER ’S SIDE GROUP 3: 33% OF 2.5% OF FULL FACE VALUE, AND OF

EACH AND EVERY TRANCHE, INCLUDING ROLLS TOTAL 49,500 USD PER
TRANCHE OF 10 MILLION USD

PAYMASTYER JULIUS KULUNDU

BANK NAME: KENYA COMMERCIAL BANK
BRANCH MOI AVENUE
ACCOUNT NAME : JULIUS KULUNDU ASIBA
ACCOUNT NUMBER : 1117477568
SWIFT CODE KCBLKENX
BANK TELEPHONE: 254 20 2175590
COUNTRY KENYA

For and On behalf of BUYER

Name: Mr.
Passport No:
Date of Expiry:
Place of Issue:

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