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SALES AND PURCHASE AGREEMENT

FOR AU METAL (GOLD Bullion)
The …th day of ,2024

PARTIES
SELLER
Hereinafter referred to as the “Seller”

Seller Name
Addendum
Passport Number 5
Address of Seller
Represented by
Email address for notices

BUYER
Hereinafter referred to as the “Buyer”

Buyer Name
Addendum
Address of Buyer 3
Addendum
If the Buyer is a Company, please provide a CERTIFIED:- 8
1. Copy of the Corporate Registration of the company,
Corporate Registration 2. Copy of Board Resolution signed by 2 directors (or a director
and the company secretary)
3. Confirmation of signatories’ positions.

Copy of Passport of the Addendum

person signing this SPA 3
Copy of Passport and
Power of Attorney of Addendum
person representing the 4
Buyer in Hong Kong

Email address for notices Attention:

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INTRODUCTION

This gold transaction shall be identified by the following unique codes: -

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HEREINAFTER;
● The London Bullion Market Association shall be referred to as LBMA;

● the word “Buyer” means the actual Buyer or his legal representative whose Power of Attorney is
Addendum-7
● “HSBC” refers to the bank’s main office at 1 Queen’s Road, Central Hong Kong SAR.

● The phrase “Ledger-to-Ledger” means that the Seller and the Buyer both bank with HSBC, Hong
Kong and that the Buyer will complete the purchase using funds in his HSBC, Hong Kong bank
account.

WHEREAS, the Seller is currently holding gold bars of fineness 999.5 parts per thousand of fine gold or
better, in a facility in Hong Kong, that is:
(i) free of all liens and encumbrances,
(ii) freely tradable and exportable, and
(iii) non-criminal and non-terrorist,

AND WHEREAS, the Buyer confirms that:

(i) he is financially to purchase the above mentioned gold bars and pay for them in good, clean and
freely tradable USD Currency that are non-criminal, non-terrorist, to the Seller; and
(ii) The settlement bank will be HSBC Hong Kong, SAR.
AND FURTHERMORE, the Buyer fully understands that the gold bars are being sold by the Seller to the
Buyer:
(i) in a private deal,
(ii) that it is outside the Good London Delivery (“GLD”) System,
(iii) with an MT600 issued by HSBC

AND FURTHERMORE, the Buyer confirms with full corporate authority and legal responsibility, that he is
capable to purchase the 200 (two hundred) MT as minimum thereby provides Proof of Funds (POF) for
the initial purchase of 200 (two hundred) MT as 1st tranche of to the Seller’s bank officer (“SBO”)

AND WHEREAS, the Seller also confirms with full legal responsibility, that he is Ready, Willing and Able to
sell the said gold bars and provide his Proof of Product (POP), with banking details listed in the SPA for
the quantity of the first tranche of 200 (two hundred) MT of gold bars to the Buyer’s bank officer (“BBO”).

AND WHEREAS, the Buyer and the Seller fully understand and acknowledge each other’s capacity to
carry out this Transaction and thus enter into this agreement as detailed hereinafter.

NOW THEREFORE, in consideration of the mutual interests and covenants, the Parties hereby confirm
with full personal and corporate and legal responsibility, under penalty of perjury, and unconditionally agree
to the following terms and conditions stipulated hereunder.

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CLEAR TITLE AND WARRANTIES

1. The Seller confirms and warrants that the product is free and clear of any liens, encumbrances, or
mortgages. The Seller further confirms and warrants that the product is not subject to any legal
action, nor is it of criminal origin, nor has it been left as a deposit or collateral for a credit line or a
financial instrument.

2. The Seller confirms that the gold bars are fully tradable and movable out of Hong Kong. The SBO will
provide the BBO with an Export Permit / Export License for the gold which can be verified before the
Buyer pays for the gold.

3. The Seller warrants that the SKR is in the name of the Seller and that there is no legal impediment to
the legal title in the gold bars being transferred to the Buyer.

4. The Seller also warrants with full legal responsibility that:

(a) He has the full power, right, authority and ability to:
(I) Execute and perform this Sales and Purchase Agreement; and
(ii) Sell and deliver the product;
(b) He has the full power, authority, and capacity to perform all of his obligations undertaken as
per this Agreement; and
(c) The product does not contain either mercury or radioactive materials.

5. The Seller further warrants and represents that the product consists of 12.5 kg bar of gold bullion,
with international recognized and accepted hallmarks which are less than five (5) years old, and
that the sale and purchase of the product can be fully transacted on a Bank to Bank basis.

The Seller understands that it is the intention of the Buyer to purchase one hundred percent (100%)
of the product under this Agreement through the Seller’s bank officer at HSBC, Hong Kong SAR of
China.

6. The Buyer warrants with full legal responsibility that:

(a) He is Ready Willing and Able by Bank to Bank basis to purchase the product with clean and
clear funds of non-criminal origin, which are free from any liens, encumbrances, or mortgages
(the “Funds”);
(b) He has the full power, right, authority and ability to execute and perform this Agreement, and to
buy and pay for the product herein-mentioned; and
(c) He has the full power, authority and capacity to perform all of the Buyer’s obligations undertaken
as per the present Agreement.

7. Both Parties warrant and represent that all of the provisions of this Agreement, the Seller’s Product,
and the Buyer’s funds, comply with the U.S. Patriot Act and with all similar and adjacent laws in
different countries throughout the world and with the various international conventions and provisions
regarding terror, corruption and narcotics.

----- End of Clause ----

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SECTION 1
TERMS AND CONDITIONS
The Seller hereby undertakes to sell/transfer the below mentioned product to the Buyer and the Buyer
hereby undertakes to buy/purchase the below mentioned product from the Seller.

1.1 PRODUCT DESCRIPTION.

● Gold Bars in the form of 12.5 kg bars.

● Fineness – 99.95% or better.

● Hallmarks – internationally recognized and accepted.

● Age less than five (5) years old.

1.2 QUANTITY.
This contract is for the amount of 2,000 (two thousand) Metric Tons with rolls and extensions

1.3 PURCHASE PRICE IN USD/ EURO CURRENCY According to the 2nd fix of the London
Bullion Market Association (“LBMA”) on the previous working day less 12.0% (twelve
percent) gross and 9.0% (nine percent) net.
1.5% (one and a half percent) to BUYER
1.5% (one and a half percent) to SELLER (closed)

1.4 Settlement shall be made by Bank to Bank in USD/ EURO CURRENCY to Seller’s account at
HSBC, 1 Queen’s Road, Central, Hong Kong (which account details will specifically not be
changed or altered in any way or at any time until the sale/purchase of the said 200-2,000 (two
hundred to two thousand) Metric Tons of gold bullion bars is successfully consummated.

1.5 LOCATION AND DELIVERY.

Location: Security warehouse, Hong Kong
Delivery: FOB Hong Kong or any destination in H.K. assigns by Buyer

1.6 TRANCHES
(i) First Tranche shall be 200 (two hundred) MT or as agreed follows by lifting schedule
states in SPA.

1.7 DOCUMENTS.

The following POP documents will be provided immediately after POF has been provided:-
A. Certificate(s) of Origin
B. Certified Weight List
C. Certificate of Ownership
D. Certificate of Assay Report (less than 5 years old)
E. Insurance Certificate
F. Warehouse Safekeeping Receipt. (SKR)
G. Customs Clearance.
H. Commercial Invoice. (4 originals)
I. Export Permit/Export License
J. Packing List

1.8 DURATION OF AGREEMENT.

(i) Subject to Clause 1.8 (I) above, this SPA shall be valid for a period of 30 (thirty) calendar
days from the date of signing of this SPA.
(ii) The Buyer must complete the first 200 (two hundred) MT within 30 (thirty) calendar days
from the date of signing of this SPA.

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(iii) Extensions of time beyond 30 (thirty) calendar days shall be at the sole discretion of the
Seller.
----- End Section-1 -----

SECTION 2.
TRANSACTION PROCEDURES.

PROCEDURES:

2.1 Seller’s mandate issues DRAFT SPA to Buyer/Buyer’s mandate for ratification until mutually
agreed to all the terms, filling the required codes, account name, account number, bank officer
name and personal details, sign and return to SELLER along with copy of bank letter advising
buyer transaction bank account has a credit facility over USD 11.5 billion ready to transact the
required 200 (two hundred) mt OR accepts to post the contract counter guarantee valued at USD
200 (two hundred) million stipulated in 2.2

2.2 When the Seller and Buyer confirm that the SPA is in order (per point 2.1), Buyer will then sign
the SPA (electronically) with full buyer’s information and banking details: A) Buyer’s color passport
copy. B) The corporate resolution, if any. C) Bank Letter attached with the signed SPA
completed with codes etc…etc..confirming buyer’s transaction bank account holding a
credit facility of USD 11.5 billion will not be mobilized in 45 banking days from the date of
issue signed by two senior bank officers with pin codes of which one of the signatories
must BUYER transaction bank officer in charge
………………………………………………………. OR ………………….
………………………………….
Both Buyer and Seller agree to post a counter guarantee valid for 30 days per verbiage state in
Addendum-10 of USD 200 (two hundred) million against failure to perform by either party within
10 (ten) banking days from the date The SPA officially lodged with the respective bank officers.

2.3 Seller shall then sign the SPA (electronically) and both parties shall lodge their SPA copies with
their respective bank officers at HSBC, Hong Kong or as designated within 2 (two) banking days
whereas Seller’s bank officer shall immediately take the initial step to contact Buyer’s bank officer
and request Buyer’s bank Officer to return call thus to begin the bank to bank dialogues.

2.4 Thereafter both Bank Officers shall exchange information stated in the SPA in possession
per transaction code: XXXXXXXXXX, Seller’s Code: XXXXXXXXXX and Buyer’s Code:
XXXXXXXXXX . Simultaneously Seller’s Bank Officer shall then request Buyer’s Bank Officer to
issue the purchase order of the 1st tranche by issuing MT 103/202 or ICBPO (IRREVOCABLE
BANK CONFIRMED PURCHASE ORDER for 200 (two hundred) mt whereas Seller’s Bank shall
issue MT 600 or equivalent confirming availability of the confirmed amount held by the Security
Warehouse Receipt after Positive Verification and Acceptance the POF of the Buyer.

2.5 Buyer shall then proceed to inspect and assay the commodity at random say 2% - 5% at
seller’s security warehouse until successfully completed within the agreed time frame OR advising
SELLER to deliver to any LBMA certified refinery or as assigned in Hong Kong to perform the
assaying exercise. Certificate of verification and authentication will be the integral part of the
payment procedure. Assaying cost will be for BUYER’S account.

2.6 Thereafter Seller’s and Buyer’s bank officers shall jointly calculate the exact payment of the first
tranche based on LBMA 2nd fixing of the previous day.

2.7 Payments for the principal amount and others listed in the IMFPA and/or PROFIT
SHARING AGREEMENT (PSA) will take place immediately only after new ownership
certificate is officially issued.

2.8 The balance of 1,800 (one thousand eight hundred) mt shall be carried out per lifting schedule
stated in the SPA within the agreeable time frame preferably within …… calendar months.

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Seller agrees that without consent of Buyer, the Seller cannot contact with Buyer’s Bank
officer and vice versa and the Buyer cannot contact with Seller’s Bank officer. Any
infringement shall render this contract terminated automatically.

ADDENDUM INDEX:-

ADDENDUM 1. HSBC BANKING COORDINATES OF THE PARTIES

ADDENDUM 2. TRANCHE SCHEDULE
ADDENDUM 3. PASSPORT COPY OF BUYER
ADDENDUM 4. PASSPORT AND POWER OF ATTORNEY OF THE PERSON
REPRESENTING THE BUYER IN HONG KONG
ADDENDUM 5. PASSPORT COPY OF SELLER
ADDENDUM 6. PASSPORT COPY OF THE APPOINTED SELLER MANDATE.
ADDENDUM 7. TEXT OF MT 600 PROOF OF PRODUCT
ADDENDUM 8. CORPORATE REGISTRATION OF THE COMPANY
ADDENDUM 9. SWIFT VERBIAGE OF MT 103/202
FUNDS CONFIRMATION APPLICABLE FOR POF
ADDENDUM 10. BANK GUARANTEE
ADDENDUM 11. NCND (NON CIRCUMVENTION AND NON DISCLOSURE AGREEMENT)
ADDENDUM 12. IMFPA (IRREVOCABLE MASTER FEE PROTECTION AGREEMENT)

REMARK: ANY TERM IS NOT RELATED TO THIS ADDENDUM INDEX MUST ACQUIRE
MUTUAL CONSENT FROM BOTH PARTIES.

WARRANTY:
Seller warrants and guarantees that the product in the Quantity herein specified exists at the
Seller’s warehouse in Hong Kong and that the Seller has the legal authority to supply, sell and
legally export the Product from the current governing authority at the place of Delivery herein
specified.

----- End Section-2 -----

SECTION 3.
3.1 Notwithstanding Clause
Notwithstanding all Articles mentioned herein this Agreement, the Buyer shall make full and
immediate payment to the Seller upon transfer of ownership of the Seller’s gold bars to the Buyer.

------ End of Section-3 ------

SECTION 4.
4.1 Addendums and Annexes
The attached Addendums (and if applicable, Annexes) form part of this Agreement together with
any future Addendums and Annexes which have been duly signed by the signatories of this
Agreement.

4.2 No Additional Charges to Buyer

The Seller hereby confirms that all transportation costs from seller security warehouse to BUYER’S
designated location in Hong Kong of the initial lift will be for SELLER’S account which applies only
to all initial lifts from Security warehouse

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4.3 Binding Authority

This Agreement is a full commercial agreement that is “Off Market”, binding the Parties hereto, their
assigned representatives or successors must receive full authority to do so as established in this
Agreement.

4.4 Applicable Laws and Jurisdiction

Any legal action or legal proceeding related to this Agreement shall be adjudicated under the Laws
of Hong Kong and shall only be conducted in English language.
4.5 Notices
Any and all notices required to be given by one Party to the other Party to this Agreement
(“Notices”) shall be in the English language and in writing and transmitted electronically between
the Parties via the receiving Party’s e-mail coordinates contained within this Agreement (or as
amended in writing).

4.6 Force Majeure

The Parties hereto shall not be held liable for any failure to perform under negative incidents or
circumstances beyond their control (“Force Majeure Circumstances”). Force Majeure
Circumstances shall include, but not be limited to fires, floods, typhoons/hurricanes, tornadoes,
earthquakes, tidal waves, landslides, avalanches, epidemics of life-threatening diseases, and civil
unrest that may occur in the Peoples’ Republic of China; Hong Kong, SAR of China; Canada; the
United States or the United Kingdom after the commencement date of this Agreement and in
advance of any delivery/transfer dates of any lift of the product as per the attached Schedule of
Deliveries (Addendum 2, Tranche Schedule).

4.7 Electronic Document Transmission

Electronic Document Transmission (“EDT”) shall be deemed valid and enforceable in respect of
any and all provisions of this Agreement. As applicable, this Agreement shall:
(i) Incorporate U.S. Public Law 106-229: “Electronic Signatures in Global and National
Commerce Act”, or such other applicable law conforming to the UNCITRAL Model Law on
Electronic Signatures (2001); and
(ii) Incorporate ELECTRONIC COMMERCE AGREEMENT ECE/TRADE/257 (Geneva, May,
2000), adopted by the UN Centre for Trade Facilitation and Electronic Business
(UN/CEFACT); and
(iii) Have its EDT documents be subject to European Community Directive No. 95/46/EEC, as
applicable (either Party may request hard copies of any document that has been previously
transmitted by electronic means between the Parties, provided, however, that any such
request shall in no manner delay the Parties from performing their respective obligations and
duties under EDT instruments); and
(iv) Recognize that all electronic signatures and seals are valid and accepted as if they had been
executed with hand signatures and physical seals.

------ End of Section-4 ------

SECTION 5.

5.1 CONFORMITY WITH INTERNATIONAL REGULATIONS:

The Seller and the Buyer each declare to one another that the product offered herein for sale and
the origin of the funds used for purchasing the commodity do not contravene any of the following
U.S. laws or any other illegal or criminal activity:
a) The Drug Trafficking Act of 1986;
b) The Criminal Justice 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;

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f) Trade Secret of 1979: Economic Espionage Act of 1993 [18 U.S.C. 1839 (3)]
g) The Anti-Terrorism Act and the Patriot Act l and ll
h) The Anti-Narcotic Act of 1990

5.2 CHANGES TO AGREEMENT

(i) This Agreement supersedes any and all prior written and verbal Agreements and
represents the entire Agreement between the Parties.
(ii) No changes, alterations, or substitutions shall be permitted to this SPA unless the same
shall be agreed in writing and signed by both the Seller and the Buyer.

5.3 CONFIDENTALITY/NON-CIRCUMVENTION:
All Parties, including the mandates and any and all representatives, consultants, and intermediaries
involved in this transaction must agree to act in complete confidentiality and shall not disclose the
Agreement to any other party except on a Need to Know basis and shall observe strictly the rules
of the International Chamber of Commerce (ICC), Paris, France, Latest Edition, relating to Non-
circumvention and Non-disclosure. This Non-Circumvention and Non-Disclosure Agreement shall
be valid for 5 (five) years.

5.4 PASSPORTS:
At the time of signing this SPA, the Buyer (or the person representing the Buyer) and the Seller
shall attach a color copy of their current passport to this SPA. These documents shall be known as
Addendum-4 and Addendum-6 respectively. Addendum-5 (if completed) shall be the Power of
Attorney and the Passport of the Buyer’s Representative who will represent the Buyer.

------ End of Section-5 ------

SECTION 6
SPECIAL CONDITION
6.1 ASSIGNMENT:

These Sales and Purchase Agreement (and the Addendums and Annexes) is assignable by the
Buyer.

------ End of Section-6 ------

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IN WITNESS WHEREOF
WE, the undersigned have read this document carefully and have initialed all pages of this Sales And
Purchase Agreement for gold bars, including all Addendums, and fully understand and agree that its
execution constitutes an acceptance of all of its mutually protective covenants, terms and conditions, and is
lawfully binding upon the Buyer and the Seller, and their legal heirs, successors, representatives and
assignees. We were also given the opportunity of obtaining professional legal and financial advice before
we signed this document.

SELLER BUYER / MANDATE

Signed this …… day of November, 2022 Signed this …… day of November, 2022

______________________________ ______________________________
(Seller’s Signature ) (Buyer’s Signature )
Name: Name:
Passport Number: Passport Number:
Country: Country:

1. WITNESS FOR THE SELLER 1. WITNESS FOR THE BUYER.

Signed this …… day November , 2022 Signed this …… day of November, 2022

______________________________ ______________________________
(Signature of Witness) (Signature of Witness)
Name: Name:
Passport Number: Passport Number:
Country: Country:

2. WITNESS FOR THE SELLER 2. WITNESS FOR THE BUYER.

Signed this …… day November , 2022 Signed this …… day of November, 2022

______________________________ ______________________________
(Signature of Witness) (Signature of Witness)
Name: Name:
Passport Number: Passport Number:
Country: Country:

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ADDENDUM-1

HSBC, BANKING COORDINATES OF THE PARTIES

Buyer’s Banking Coordinates

Bank Name
Branch
Bank Address
Account Name
Account No.
Passport no.
SWIFT Code
Bank Officer’s Name
Bank Officer’s Email
Bank Officer's Tel.
Bank Officer’s Fax No.
Position &Dept& floor where
bank officer works

Seller’s HSBC Banking Coordinates

Bank Name
Branch
Bank Address
Account Name.
Account No.
Passport No.
SWIFT Code
Bank Officer’s Name
Bank Officer’s Email TBA
Bank Telephone
Bank Fax Number
Position &Dept& floor where
TBA
bank officer works

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ADDENDUM-2

TRANCHE SCHEDULE

The first tranche shall be 200 (two hundred) MT of 12.5 kg. gold bars.

Second and subsequent tranches shall be shown in the lifting schedules prepared by BUYER

The Buyer must complete the total contracted amount (Clause 1.2) within xx calendar days from the date of
signing of this SPA at which time this Sales and Purchase Agreement shall be automatically terminated
unless an extension has been agreed in writing. .

TRANCHE
NUMBER WEIGHT
1 200 MT
XX xxx
TOTAL 2,000 MT

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ADDENDUM-3

PASSPORT COPY OF BUYER

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ADDENDUM-4

PASSPORT AND POWER OF ATTORNEY OF THE PERSON REPRESENTING THE

BUYER IN HONG KONG

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ADDENDUM-5

PASSPORT COPY OF SELLER

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ADDENDUM-6

PASSPORT COPY OF THE APPOINTED SELLER’S MANDATE

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ADDENDUM-7

TEXT OF MT600 PROOF OF PRODUCT

To: Buyer Bank (Full address)

Date: XX XX, 2022
Ref: Transaction Code: XXXX

We, (Seller Bank) on behalf of our Client,………………………….Holder of Account No.

………………..,
hereby confirm, with Full Bank Responsibility, that we have in our possession and will provide
the same as required, the Seller’s Proof of Product (POP),being the Original Warehouse
Receipt issued by the Private Security Warehouse In Hong Kong along with the Original
Certificate of Hallmark and Certificate of Assay from various internationally recognized
refineries confirming that the AU issues less than 5 years old, and is in lots of xxx MTs, as
required and set out in the Contract referenced, Transaction Code: XXXX

For and on behalf of (Seller’s Bank)

……………………………… ……………………………….
(Bank Officer) (Bank Officer)
(Title) (Title)
(PIN Code) (PIN Code)

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ADDENDUM-8

CORPORATE REGISTRATION OF THE COMPANY

CERTIFIED COPY OF THE CORPORATE REGISTRATION OF THE COMPANY

COPY OF THE BOARD RESOLUTION SIGNED BY TWO DIRECTORS (OR A DIRECTOR AND THE
COMPANY SECRETARY) AND CONFIRMATION OF SIGNATORIES’ POSITIONS.

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ADDENDUM-9

Swift verbiage of MT 103/202

Funds Confirmation Applicable for POF

To: ………………………………..
Address: ………………………………..
Swift Code: ………………………………..
Bank Officer: (Bank Officer’s Name)
For Account of: (Seller)
Passport No. ………………………………..
Account No.: ……………………………………..
Form: (Buyer’s Bank Name)
Address: ………………………………..
Swift Code: ………………………………..
Bank Officer: (Bank Officer’s Name)
By order of: (Buyer’s Account Name)
Account No.: (Buyer’s Account Number)
Transaction Code: ………………………………..

For and on behalf of (Buyer Company Name) and at the request of No. (Account Owner), We
………………..(Bank Name)………….., of ………………..(Bank Address)……,hereby confirm our
Irrevocable, assignable, transferable and Callable Cash Backed Swift wire transfer condition MT
103, field 202 for credit of Hong Kong and Shanghai Banking Corporation Limited, Head
Office, HSBC Main Building, 1 Queen’s Road Central, Hong Kong., for further credit of ……………
(Seller), Account Number …………….. in the amount of US$ 11,500,000,000.00 (Eleven Billion &
Five Hundred Million United States Dollars) and hereby announce the MT103 Field 202 will be
released only after new ownership certificate is issued at 200 (two hundred) Metric Tons of AU
Metal).

This Irrevocable Swift is binding when fully performed and it is immediately Callable on us for cash
payment. The Account of this MT103 Field 202 shall be exhausted for payment against the
Commodity which referred by: Transaction Code: ………………., Seller’s Code:………….., Buyer’s
Code: ……………….

We hereby confirm that the funds are good, clean and cleared funds of non-criminal origin and are
from a legal source.
This condition, Irrevocable, divisible, assignable, transferable and callable Swift wire transfer is
valid for thirty (30) Banking days from this ……Day of ……….2022 and until the …..Day of ………
2022.

This is an operative Instrument. Normal confirmation shall follow.

For and on behalf of

(Buyer’s Bank)

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………………………………………… …………………………………..
(Bank Officer) (Bank Officer)
(Title) (Title)
(PIN Code) (PIN Code)

ADDENDUM-10
BANK GUARANTEE

(FIRST ISSUE BG SWIFT MT-799 AFTER FOLLOW MT202/23)

FROM : ……………………………………..…………………………………
ADDRESS : ……………………………………..…………………………………
SWIFT : ……………………………………..…………………………………

TO : ……………………………………..…………………………………
ADDRESS : ……………………………………..…………………………………
SWIFT : ……………………………………..…………………………………

BANK GUARANTEE NO. : ……………………………………..…………………………………

DATE OF ISSUE : DD MM YY
DATE OF MATURITY : DD MM YY
CURRENCY : UNITED STATES DOLLARS
AMOUNT : TWO HUNDRED MILLION UNITED STATES DOLLARS.
(USD 200,000,000.00)
BENEFICIARY : ……………………………………..…………………………………
FOR THE ACCOUNT OF : ……………………………………..…………………………………
ADDRESS : ……………………………………..…………………………………
ACCOUNT NO. : ……………………………………..…………………………………
REPUTATION NO. : ……………………………………..…………………………………

FOR VALUE RECEIVED, WE THE UNDERSIGNED, (ISSUING BANK NAME, BRANCH

INCLUDING ADDRESS) WITH FULL BANKING RESPONSIBILITY HEREBY IRREVOCABLY
AND UNCONDITIONALLY WITHOUT PROTEST AND NOTIFICATION UNDERTAKE TO PAY
AGAINST THIS BANK GUARANTEE NO. XXXXXX TO THE ORDER OF ………………………….
………………
FOR ACCOUNT OF ………………………………., ADDRESS AT ……………………………………
THE HOLDER OR THE BEARER THEREOF AT MATURITY, DDMM2021, THE SUM OF TWO
HUNDRED MILLION UNITED STATES DOLLARS (USD 200,000,000.00), IN THE LAWFUL
CURRENCY OF THE UNITED STATES OF AMERICA, UPON PERSENTATION AND
SURRENDER OF THIS BANK GUARANTEE AT ………………………………... BRANCH,
ADDRESS AT …………………………………………………………………………………….…………..

SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF FEES AND CLEAR OF ANY
DEDUCTIONS OR CHARGES, FEES, LIENS OR WITHHOLDING OR ANY NATURE,
WHATSOEVER PRESENTLY OR HEREAFTER IMPOSED, LEVIED. COLLECTED, WITHHELD

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OR ASSESSED BY ANY GOVERNMENT OR ANY POLITICAL SUB-DIVISION OR AUTHORITY

THEREOF AND THEREIN.

THIS BANK GUARANTEE IS TRANSFERABLE, DIVISIBLE AND ASSIGNABLE WITHOUT

PRESENTATION OF IT TO US AND WITHOUT THE PAYMENT OF ANY TRANSFERBLE FEE.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN OUR LIABILITY UNDER THIS BANK
GUARANTEE SHALL BE LIMITED TO THE SUM OF TWO HUNDRED MILLION UNITED
STATES DOLLARS (USD 200,000,000.00)

ANY CLAIMS UNDER THIS BANK GUARANTEE CANNOT BE PRESENTED BEFORE 15 DAYS
FROM THE DATE OF MATURITY BUT WITHIN THE VALIDITY OF THIS BANK GUARANTEE.
THIS BANK GUARANTEE IS SUBJECT TO THE UNIFORM RULES FOR BANK GUARANTEE
UNDER ICC PUBILCATION NO. 458 AND ITS LATEAT REVISIONS.

THIS IS AN OPERATIVE INSTRUMENT AND NO MAIL CONFIRMATION WILL FOLLOW. ALL

CHARGES ARE FOR THE ACCOUNT OF APPILCANT.

______________________________ ______________________________
(SIGNATURE) (SIGNATURE)
AUTHORIZED BANK OFFICER AUTHORIZED BANK OFFICER
FULL NAME BANK OFFICER FULL NAME BANK OFFICER
TITLE TITLE
BANK PIN CODE NO. BANK PIN CODE NO.

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ADDENDUM-11
NCND (NON CIRCUMVENTION AND NON DISCLOSURE AGREEMENT)

WHEREAS the undersigned parties, on behalf of themselves and their partners, associates, employers,
employees, affiliates, subsidiaries, parent companies, any nominees, representatives, bankers,
successors, clients and assigns (“Parties”) wish to enter into this International Chamber of Commerce
(I.C.C.), Paris, France, Latest Edition Non-Circumvention, Non-Disclosure & Working Agreement, as well
as the Irrevocable Master Fee Protection Agreement attached hereto and incorporated herein by
reference (both instruments collectively referred to herein as the “Agreement”) to define certain
parameters of their future legal obligations, are bound by duty of Confidentiality with respect to their
sources and contacts. This document shall be governed & constructed in accordance with current Hong
Kong or I.C.C 400/500/600 signed between partners NCNDA law and shall be conducted in the English
language.

WHEREAS the undersigned Parties wish to enter into a working business relationship to the mutual and
common benefit of the Parties hereto, including their directors, advisors, affiliates, subsidiaries,
stockholders, partners, trading partners, co-ventures and associated organizations (herein after referred to
as “Affiliates”), with respect to the arranging, selling and buying of gold and other related commodities, and
any additions, renewals, extensions, rollovers, amendments, renegotiations or new agreements relating to
any of the same (the “Transactions”)

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
mutually and voluntarily agree as follows:

TERMS & CONDITIONS

[Link] Parties hereto and/or their affiliates of whatsoever nature shall not, in any manner solicit
and/or accept any business from sources (“Introduced Parties”) that have been made
available by and through the Parties hereto, nor in any manner shall thereafter access, contact,
solicit and/or conduct any Transaction with such said Introduced Parties, without the expressed and
specific permission of the Party who made such said Introduced Parties available.

2. The Parties shall maintain complete confidentiality regarding each other's business and/or their
affiliates and shall only disclose knowledge pertaining to these specifically named Parties as
permitted by the concerned Party, unless agreed and granted and expressed written permission of
and by the Party whom made the Introduced Party available.

3. The Parties shall not in any way whatsoever directly or indirectly circumvent each other and/or
attempt such circumvention of each other and/or any of the parties involved in any of the
Transactions the Parties wish to enter or introduce and to the best of their abilities shall ensure that
the original transaction codes, date and proprietary information established are not altered.

4. The Parties shall not disclose any contact revealed by either Party to any third parties, and shall
not enter into direct and/or indirect offers, negotiations and/or Transactions with such contacts

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revealed by the other Party who made the contact(s) available, without the expressed and
specific permission of the Party who made such said contact(s) available.

5. In the event of circumvention by any of the undersigned Parties, whether direct and/or indirect,
the circumvented Party shall be entitled to a legal monetary compensation without protest or
litigation equal to the revenue it should have realized from any such Transaction(s) having taken
place, plus any and all expenses, including but not limited to any and all legal fees incurred in the
recovery of such compensation over the term of this agreement.

6. In specific deals where one of the Parties is acting as agent and such Party allows the buyer and
the seller, or their representatives, to deal directly with one another, such Party shall be informed of
the development of the Transactions by receiving copies of the correspondence made both between
the Parties and between buyer and seller.

7. This Agreement is valid for five (5) years from the date of signature, for any and all
Transactions originated between the Parties herein during the term of this Agreement, with any
renewals to be agreed upon between the signatories; provided (i) that this Agreement shall continue
to apply for all subsequent Transactions that are follow-up, repeat, extended or renegotiated
transactions related in any way to the Transactions originated during the term of this Agreement,
and (ii) that all provisions relating to confidentiality, non-circumvention, and payment of fees and
commission, as well as any miscellaneous provisions below in this Agreement, shall survive
termination of this Agreement.

8. This Agreement is valid for any and all Transactions between the Parties and Introduced Parties
herein and shall be governed by the Laws of Hong Kong and in the English language. It is further
agreed that any controversy, claims, and or dispute arising out of and/or relating to any part of the
whole of this Agreement or breach thereof and which is not settled between the signatories
themselves, shall be settled and binding by and through arbitration in accordance with the rules and
through the International Chamber of Commerce (ICC), the venue being Hong Kong. Any decision
and/or award made by the arbitrators shall be final, conclusive and binding for the Parties and
enforceable in any Court of Law.

9. This Agreement shall be binding upon the Parties hereto, and in the case of individual Parties,
their respective heirs, administrators and executors and in the case of all corporate Parties, their
successors and assigns, and damages sought by either Party for breach of this Agreementt may
include damages attributable to:

a) Non-circumvention, as well as total commission, fees or profits which would have been;

b) All loss sustained by the non-defaulting Party by reason of such breach, and;

c) All expenses incurred in enforcing any legal remedy rights based upon or arising out of this
Agreement.

10. Signature to this Agreement shall be deemed to be an executed Agreement enforceable and
admissible for all purposes as may be necessary under the terms of this Agreement.

11. All signatories herein acknowledge that they have read and each Party fully understands the
terms and conditions contained in this Agreement and by their initials and signature hereby
Unconditionally agree to its terms as of the date noted herein.

12. All signatories herein further acknowledge that by their initials and signatures 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.

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13. The purpose of this Agreement is to establish an internationally recognized Non- Circumvention,
Non-Disclosure Agreement between the participating Parties for the purposes of specific
Transactions, and to enter into an Irrevocable Master Fee Protection Agreement attached hereto and
incorporated herein by reference. This Agreement may be signed in one or more counterparts and
the Parties agree that facsimile copies of this Agreement to be considered as a legal original and
signatures thereon shall be legal and binding.

ADDENDUM-12

IMFPA (IRREVOCABLE MASTER FEE PROTECTION AGREEMENT)

This IMFPA between the Seller and the Seller’s Paymasters is valid only upon the successful completion of
the Transaction referenced above (“Transaction”); otherwise it is null and void. Upon execution of the
agreement between the Seller and the Buyer for the Transaction (“Agreement”), this IMFPA between the
Seller and the Seller’s Paymasters shall become an integral part (ADDENDUM-5) thereto.

I, Mr. XXXXX, the Seller named in the above-referenced Transaction, hereby irrevocably and
unconditionally confirm my commitment to pay to the Paymasters who are named hereafter (“Paymasters”
and each individually a “Paymaster”) the full contracted consulting fees as given herein, which consultancy
fees are related to services performed for the Seller in originating or completing the said Transaction. This
IMFPA between the Seller and the Seller’s Paymasters shall therefore serve as a pay order (Pay Order) to
the Seller’s Transaction bank for the consultancy fees, as given hereinafter, to be paid to the respective
Paymasters.

Upon the Seller’s assignment of the Agreement to any other party including the Seller’s Transaction bank,
this IMFPA between the Seller and the Seller’s Paymasters shall also be fully incorporated and assigned
therewith, to represent an irrevocable commitment on behalf of any future assignee to honor the covenants
herein given.

This Pay Order is hereby irrevocably confirmed and payable to the hereafter-designated Paymasters upon
the closing of each and every lift of the Transaction as per the Agreement, including any and all rolls and
extensions thereof (Rolls & Extensions) without any protest, delay (other than routine banking delays)
and/or deductions (other than of bank wire transfer fees, and/or of potential foreign exchange fees for any
sums to be remitted in non-U.S. currency).

All consultancy fees shall be immediately and directly paid by the Seller’s Transaction bank via SWIFT
Wire Transfer or ledger to ledger to the hereafter-designated Paymasters’ respective bank accounts, on the
same day that payment is received by the Seller for each lift during the term of the Agreement,
commencing from the delivery of the initial lift and continuing until the final lift of the Transaction is
delivered, including any and all Rolls & Extensions. The Seller agrees to lodge this IMFPA with the Seller’s
Transaction bank.

The below-named Paymasters do not assume any responsibility for the above-referenced Transaction and
they cannot be held liable for any reason associated with said Transaction, except for Non-Circumvention
and Non-Disclosure (N.C.N.D.) violations.

This IMFPA between the Seller and the Seller’s Paymasters is an irrevocable commitment and Pay Order
by the Seller to remit to the Paymasters listed below, via their bank coordinates as shown, the consultancy
fees as stated herein for each and every lift of the Transaction.
This IMFPA between the Seller and the Seller’s Paymasters shall remain in full force and effect for a period
of five (5) years from the date of this IMFPA between the Seller and the Seller’s Paymasters. All
entitlements under this IMFPA shall include the entire Transaction referenced herein and any and all Rolls

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& Extensions of the Agreement, and any and all negotiated transactions leading to new agreements by and
between the Seller/Seller’s Mandate and the Buyer/Buyer’s Mandate.

The Seller shall pay all consultancy fees on the date of payment to the Seller’s Side Paymaster for each
and every tranche by direct SWIFT transfer or ledger to ledger.

It is mutually understood that each Paymaster named in this IMFPA between the Seller and the Seller’s
Paymasters agrees to keep confidential the described Transaction, and not to disclose to any third party
the Transaction Code(s), any description of the Transaction, or the names of the Seller, the Seller’s
assigns, the Owner, or of any banks or other institutions who are party to this Transaction, with the
exception of necessary disclosure of such confidential information to each Paymaster’s own bank officers
and attorneys.

It is likewise understood that the Seller expressly reserves the right to deal with any bank or depository,
public or private, that it has in the past, or to pursue transactions with said parties in the future, including
those institutions that may be used in completing this Transaction. It is understood that the Paymasters
named herein will be part of any future transactions for the next five (5) years conducted between the
Seller/its assigns/its representatives and the Buyer/its representatives. Neither the Seller nor Seller’s
Mandate shall have any claims against any of the Paymasters’ dealings with the Seller whatsoever outside
of this IMFPA between the Seller and the Seller’s Paymasters.

SELLER’S ACKNOWLEDGEMENT

This IMFPA between the Seller and the Seller’s Paymasters constitutes a guaranteed, irrevocable,
unconditional and non-retractable Pay Order issued to the benefit of the Paymasters named herein, given
with full legal responsibility. And we hereby instruct the Transaction bank specified to simultaneously pay,
without any protest, delay, or deductions (other than those referenced herein above) upon the closing of
each and every lift of the subject Transaction, until the Transaction under the above-referenced
Transaction Codes is totally completed, the full consultancy fees payable to each Paymaster, as stipulated
herein, to the Paymaster’s respective bank account as hereinafter given.

CONSULTATION FEES PAYABLE TO PAYMASTERS

Total Consultancy Fees of 3.0% (Three percent) of the total undiscounted LBMA price fix in
respect of each and every lift of the Transaction including all Rolls & Extensions will be paid and
distributed by the Seller to the Paymasters as follows: -

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PAYMASTER 1
XX% (Zero point XX percent) of LBMA second closing base on previous day in respect of each and
every lift of the Transaction including all Rolls & Extensions.

Paymaster Name
Company Name
Company #
Passport no.
Nationality
Address
Telephone
Email
Bank Name
Bank Address
Swift code
Account Name
Account No.
Bank tel/Fax
Bank officer
All Transfer instructions shall state: “Funds are clean and clear, of non-
Special wire criminal origin and are payable in cash immediately upon receipt by
instructions beneficiary’s Bank. The client is known to us. Please email confirmation
of transfer to...”
Signed & sealed

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Buyer’s Code:

Date Signed this XX th , 2022

PAYMASTER 2
XX% (Zero point XX percent) of LBMA second closing base on previous day in respect of each and
every lift of the Transaction including all Rolls & Extensions.
Paymaster Name

Title if corporate

Passport Number
Nationality
Address
Telephone
Email
Bank Name
Bank Address
Inst. Number:
Swift code
Routing No.:
Account Name
Account No.
Bank tel/Fax
Bank officer
All transfer instructions shall state: “Funds are clean and clear, of non-
Special wire criminal origin and are payable in cash immediately upon receipt by
instructions beneficiary’s bank. The client is known to us. Please email confirmation
of transfer to ………………………………”

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Signed & sealed Signed this XX th , 2022

Date

PAYMASTER 3

XX% (XX percent) of LBMA second closing base on previous day in respect of each and every lift
of the Transaction including all Rolls & Extensions.

Paymaster name

Title if corporate

Passport no.
Nationality
Address
Telephone
Email
Bank Name
Bank Address
Swift code
Account Name
Account No.
Bank tel/Fax
Bank officer
Special wire
instructions

Signed & sealed

Date Signed this XX th , 2022

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ALL BANK CHARGES ARE FOR THE ACCOUNT OF BENEFICIARIES

___________________________________

([Link])
THE SELLER’S SIGNATURE

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SELLER'S BANK ENDORSEMENT

THIS IS TO CERTIFY THAT THE ABOVE IRREVOCABLE PAYMENT ORDER HAS BEEN
LODGED WITH US AND WILL BE EXECUTED IN ACCORDANCE WITH THE
INSTRUCTIONS STIPULATED IN THIS DOCUMENT.

-----------------------------------------------
1st BANK OFFICER SIGNATURE
BANK OFFICE NAME:
TITLE:
PIN NUMBER:
BANK NAME:
BANK ADDRESS:
BANK TEL:
TODAY’S DATE:
[SEAL]
-------------------------------------------------
2nd BANK OFFICER SIGNATURE
BANK OFFICE NAME:
TITLE:
PIN NUMBER:
BANK NAME:
BANK ADDRESS:
BANK TEL:
TODAY’S DATE:

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[SEAL]

(Seller) (Buyer)