Nmc newmark capital inc

(CERTIFICATE OF FORMATION COPY OF BUYER’S CORPORATE)





(PASSPORT COPY OF BUYER’S CORPORATE SIGNATORY)





(CERTIFICATE OF FORMATION COPY OF SELLER’S CORPORATE)

(PASSPORT COPY OF SELLER’S CORPORATE SIGNATORY)

APPENDIX “A”


IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)


TRANSACTION CODE : XXXXXXXXXXXXXX
SELLER’S CODE : XXXXXXXXXXXXXX
BUYER’S CODE : NMC /BBG/10B-500M/062013
EEMENT
We, NEWMARK CAPITAL INC., Private Investor, with business address at 102, Aarti Chambers, Mont Flueri, Victoria, Mahe, REPUBLIC OF SEYCHELLES (Hereinafter referred to as the "Payer“) acting with full responsibility, hereby irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay, guarantee to pay the fee entitled to Beneficiaries listed on this document, via Wire transfer, at the time of settlement each and every tranche of the transaction.


BANK INSTRUMENT DESCRIPTION

Instrument Type:	Bank Guarantee (BG), ICC 758, Cash Backed
Issuing Bank:	HSBC LONDON OR BARCLAY LONDON OR TOP-25 WEB
Interest Rate:	Zero Coupon
Age:	Fresh cut/Newly Issue
Term:	One (1) year and One (1) day
Price:	TWELVE Persent (12%) / TWENTY FIVE Percent (25%) здесь нужное оставить!
Currency:	European Community Currency (EURO)
Contract Amount:	EURO 100M – 500M
Tranches:	As agreed by Parties
Transaction Mode:	Bank to Bank – SWIFT
Delivery:	SWIFT MT 799 RWA / SWIFT MT 760 / BG Hard Copy
Payment:	Unconditional SWIFT MT 103 “Instant Cash Transfer”

This Agreement constitutes our irrevocable payment commitment to the intermediaries and shall form at any time integral part of any relevant Contract between the Buyer and the Seller, and shall remain in effect until completion of this transaction, including any renewals, roll, extensions and additions.

This Agreement shall be lodged in our Bank and from that Bank an acknowledged will be forwarded to Beneficiaries. Similarly it will also be lodged with Seller's side bank for completeness of filing.

Now therefore, in recognition for the services rendered towards the completion of contractual formalities and the commencement of the above referenced transaction, We the undersigned, NEWMARK CAPITAL INC Private Investor, with business address at 102, Aarti Chambers, Mont Flueri, Victoria, Mahe, REPUBLIC OF SEYCHELLES (Hereinafter the "Payer"), hereby irrevocably and unconditionally, without protest, demand or delay, promise and guarantee to pay consultancy fees of Two Percent (2%) of the face value of the transacted instruments, to the joint and several benefit of the hereinafter consultants and Project Funding (being referred to hereinafter collectively as " Beneficiaries" and individually "Beneficiary".

Said consultancy fees shall be paid upon successful closing of each and every tranche concurrently with each payment of the instruments purchased by us. Further it is agreed that said consultancy fees shall be paid in good, clean and unencumbered Euro currency and delivered, via wire transfer, to the designated account coordinates.

This Agreement and Pay Order is unconditional, assignable and divisible and shall inure to the benefit of the beneficiaries and their- respective heirs, administrators, successors and assigns, as the case may be, and shall be binding and enforceable upon us, our successors and assigns as the case may be until this transaction including any renewals, extensions and additions are fully completed.

This Fee Agreement-Pay Order, even if transmitted facsimile shall be considered an original, legally enforceable document.

Generally recognized International Standards of Non Circumvention and Non-disclosure are applicable for a period of five years from the date of this document or the last date of the contract including any renewals, extensions and additions are fully completed and we agree to respect those.

We understand that the contemplated transaction is strictly one of private placement and is in no way relying upon or submitted to the United States Securities Act of 1933, as amended, or related regulations and does not involve the sale of securities. Further, we hereby declare to be aware that Beneficiaries may not be licensed securities brokers.

Parties to this agreement are independent contractors and all contemplated payments and/or disbursements hereunder are divided interests. Nothing in this agreement construes or creates a partnership or employer/employee relationship between or among the parties hereto. All taxes, federal, state or other are the independent responsibility of each of the parties hereto.

The above indicated transactional codes, and any Seller’s code to be further provided and any other identification codes shall remain the same and shall not be changed until this transaction including any renewals, extensions and additions are fully completed and we agree to respect those. The transaction code may be amended only by agreement between all parties hereto.

Consultants cannot be ordered subpoena to appear in court to testify on any matter related to the principal transaction, whose liability shall be born exclusively by the Principals.