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XX MASTER SECURITY LENDING & BORROWING AGREEMENT THIS AGREEMENT IS ISSUED IN RESPECT OF THE STATUTORY OF ISO 15022

Nr. PGC/XX-Barclays-BGXX0M/Xxx-14 Dated th March 2014

Between

XX Capital Management Co., Ltd.

a company incorporated under the laws of Hong Kong, SAR, China

acting through a Designated Office at

xxxxxxxxxxxxxxxxxxxxxxxxxx,

xxxxxxxxxxxxxxxxxxxxxxx,

xxxxxxxx.

Hereinafter referred to as LENDER

And

…………………………… a company incorporated under the laws of ………

acting through a Designated Office

…………………………………..

Hereinafter referred to as BORROWER Transaction Code: Nr. PGC/XX-Barclays-BGXX0M/Xxx-14 1. Loan of Securities

1.1. The Lender will lend Securities to Borrower, and Borrower will borrow Securities from Lender in accordance with terms and conditions of this Agreement.

1.2. The Lender provides to Borrower the opportunity to receive in “Funds First Mode” and use Bank

Instruments in the form of SBLC or Bank Guarantee (hereinafter the Bank Instrument), following the Uniform Customs and Practice for Documentary Credits UCP of the International Chamber of Commerce Paris following the terms of “Application To Lease Bank Instrument” submitted from Borrower to Lender, under the conditions that are stated below.

1.3. The specific purpose of the use of the said Bank Instrument is the purpose of Credit Enhancement,

to help the businesses of the Borrower. 2. Details of Security

2.1. The Borrower orders the Bank Instrument by signing this Lending and borrowing agreement, in the form of tradable Certificate of Debt with the following details and description:

2.2. Type of Instrument : BANK GUARANTEE (BG) 2.3. Amount : EUR 100,000,000.00 2.4. First Tranch : EUR XX0,000,000.00 2.5. Lease Fee : (10% to 12%) + 2% Fees & Commissions 2.6. Issuing Bank Name : Barclays Bank, HSBC, Standard Chartered Bank or rated by S&P “AA” 2.7. Issuing Bank Add. : U.K., Hong Kong or Singapore

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3. Procedure

3.1. Borrower and Lender shall sign this Agreement, which shall become a formal and enforceable agreement between both parties.

3.2. Within Five (5) working days upon signing said Master Security Lending and Borrowing Agreement,

Lender will send Corporate RWA via Inquiry Fax or through its Trust Fund in Hong Kong to

Borrower’s Bank to deliver the said BG.

3.3. Within Three (3) banking days upon receipt of said RWA from the Lender, Borrower’s Bank replies to

Lender’s Trust Fund in Hong Kong that it is RWA to receive said BG and confirms readiness to issue

a ICBPO (Exhibit C) or a Bank Payment Guarantee (PBG, Exhibit D) or a Payment Letter of Credit

(PLC, Exhibit E) to the Lender’s designated bank. 3.4. Within Five (5) banking days of receiving aforesaid RWA, Borrower will cause its bank to issue an

Irrevocable Bank Payment Order (ICBPO) or a Bank Payment Guarantee (BPG) or a Payment Letter of Credit (PLC) (deduct above paid charges) to Lender’s designated bank of provider of the BG. The ICBPO or BPG or PLC shall have a validity period of 30 banking days from the date of issuance.

3.5. Original copy of ICBPO / PBG / PLC shall be sent via courier to Lender's bank soon after its issuance.

3.6. Upon receipt and verification of effective ICBPO / PBG / PLC from Borrower’s bank, Lender's bank

shall within Seven (7) working days, transmit BG via swift MT760 to Borrower's bank. 3.7. After verification and receipt of MT76 BG via Swift from Lender’s issuing bank, Borrower’s bank will

effect payment within Forty-Eight (48) hours from aforesaid ICBPO / PBG / PLC to Lender’s bank. 3.8. Transaction complete

4. Rates Applicable To Loaned Securities

4.1. Borrower shall pay to the Lender, the agreed lease fee of 10% to 12% (Ten to Twelve Percent) + 2% (Two Percent) being commission of the face amount of the instrument for a period of one year.

4.2. Mandate fees and Intermediaries commissions will be a separate agreement (FPA) and the payments

of such fees will be negotiated directly with the Borrower. 5. Ownership of the Bank Instrument

5.1. Except as specifically set forth in a future writing signed by LENDER, the Bank Instrument is and at all times shall remain personal property owned by LENDER and not by BORROWER or any other person or entity.

5.2. Neither the Bank Instrument nor any item of the Bank Instrument is or shall become encumbered,

mortgaged or pledged or put at any kind of financial risk without the authorization of the LENDER. 5.3. Neither any Bank nor any person or entity claiming on behalf of, or through Bank shall have, or claim,

any right, title or interest in any of the Bank Instrument. 6. Borrower Right to Terminate the Agreement:

Borrower may terminate this Agreement at any time, by sending a written notice to Lender. Borrower shall return the Bank Instrument immediately upon such termination of the Agreement.

7. Borrower’s Obligation to Re-Delivery:

The Borrower must return the bank instrument unencumbered to the Lender 15 days before his maturity date. If Borrower fails to return the Bank Instrument 15 days before maturity in accordance with this Agreement, Borrower is liable for any damages caused thereby and this Agreement will be null and void. The Borrower will have the possibility to extend the leasing period for another 2 years.

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8. Substitution of Collateral:

Borrower, prior to the date of maturity of the bank instrument lent, may have delivered or delivers Alternative Collateral acceptable to Lender or cash in the amount of the aggregate market value of the lent Instrument on the same business day.

9. Assignment of the Agreement:

This Agreement may not be assigned to any third party without prior written consent from the Lender.

10. Lender’s Warranties:

10.1. The Lender hereby warrants and undertakes to the Borrower on a continuing basis to the intent that such warranties shall survive the completion of any transaction contemplated herein that, where acting as a Lender.

10.2. Lender grants Borrower an exclusive license to use the Bank Instrument. The License is transferable

to other third parties only after authorization of the Lender.

11. Borrower’s Warranties

11.1. The Borrower hereby warrants and undertakes to the Lender on a continuing basis to the intent that such warranties shall survive the completion of any transaction contemplated herein that, where acting as a Borrower.

11.2. Borrower is obligated to observe due care when using the bank Instrument and shall ensure that the

amount of the Bank Instrument is covered by reasonable asset or insurance. 11.3. Borrower also grants that he has the capability in funds or credit facility, to pay the lending/borrowing

fees at the moment of signature of this agreement and within the moment of the successful conclusion of this transaction.

11.4. Borrower presents and warrants that no provision of this Agreement is in violation of or contradicts

any agreement or contract between Borrower and his Designated Bank.

Borrower’s Banking Coordinates for Receiving BG

Bank Name :

Bank Address :

SWIFT / BIC :

Bank Tel. No . :

Bank Officer :

Account Name :

Account No. :

Borrower’s Banking Coordinates to Issue ICBPO / PBG / PLC

Bank Name :

Bank Address :

SWIFT / BIC :

Bank Tel. No . :

Bank Officer :

Account Name :

Account No. :

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Lender’s Banking Coordinates to Issue SBLC

Bank Name : Bank Address :

SWIFT / BIC :

Bank Tel. No . :

Bank Officer :

Account Name :

Account No. :

Lender’s Banking Coordinates to Receive ICBPO / PBG / PLC Bank Name : Bank Address : SWIFT / BIC : Bank Tel. No . : + Account Name : Account No. :

12. Modification to Legislation:

Any reference in this Agreement to an act, regulation or other legislation shall include a reference to any statutory modification or reenactment thereof for the time being in force.

13. Event of Default:

Non-observance of one or more of the above mentioned articles will render this agreement null and void.

13.1. BG shall be issued and received within a maximum of 10 International banking days after Original ICBPO / PBG / PLC is received.

13.2. Failure of Borrower to issue ICBPO / BPG / PLC within a maximum of Ten (10) banking days after

signing of contract, the signed contract shall become null and void with the Borrower paying a penalty equal to EUR XX,000.00 to the Lender.

14. Severance:

In any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise non enforceable, that provision shall be severed from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect..

15. Notices:

Any notice or other communication in respect of this Agreement may be given in any manner set forth below: 15.1. if in writing and delivered by courier, on the date it is delivered; 15.2. if sent by telex or by telegram, on the date the recipient’s answerback is received; 15.3. if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested),

on the date that mail is delivered or its delivery is attempted; 15.4. if sent by electronically messaging system, on the date that electronic message is received.

16. Governing Law and Jurisdiction:

This Agreement is governed by, and shall be construed in accordance with, English law. The Courts of

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London, UK, have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement, and, for those purposes, each party irrevocably submits to the jurisdiction of the court of England and Wales.

17. Time:

Time shall be of the essence of the Agreement. 18. Miscellaneous

18.1. This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

18.2. No amendment in respect of this Agreement will be effective unless in writing and executed by each

of the Parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

18.3. Except as provided on this Agreement, the rights, powers, remedies and privileges provided in this

Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

18.4. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third

Parties) Act 1999 to enforce any terms of this Agreement. 18.5. The referenced instrument is to be no callable prior to maturity and unconditionally guaranteed by

the issuing bank. 18.6. This Agreement will be valid 30 calendar days and it will become null and void automatically after

30 days from the date of signing of this Agreement.

Read, approved and underwritten in all pages on the day of th March 2014

The Lender For and On Behalf of

XX Capital Management Co., Ltd. Name : Title : Executive Chairman The Borrower For and On Behalf of ……………… Name : Title : Passport Number :

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Country of Issue : Issue date : Expiry Date :

Attachments: EXHIBIT “A” Bank Guarantee Verbiage EXHIBIT “B” RWA Letter from Trust Fund Company in London, UK EXHIBIT “C” ICBPO Text EXHIBIT “D” Payment Guarantee (BPG) Verbiage EXHIBIT “E” Payment Letter of Credit (PLC) Verbiage EXHIBIT “F” Board Resolution EXHIBIT “G” Indemnity Letter Format EXHIBIT “H” NCND Agreement EXHIBIT “I” Fee Protection Agreement

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EXHIBIT “A”

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

Name of Advising Bank : Lessee’s Bank, Bank SWIFT Code : ………………………………. Attention Bank Officer : Mr……………………………… Name of Issuing Bank : Barclays Bank, HSBC, Standard Chartered Bank Issuing Bank address : U.K., Hong Kong, or Singapore Bank SWIFT Code : ……………………………….. Bank Officer : ………………………………….. Bank Guarantee Number : ………………………………….. Beneficiary : …………………………………... Address : …………………………………… Currency : EUR Amount : EUR XX0,000,000.00 Issuing Date : …………………………………… Maturity Date : ……………………………………

FOR VALUE RECEIVED, WE THE UNDERSIGNED (THE ISSUER). HEREBY IRREVOCABLY AND UNCONDITIONALLY,WITHOUT PROTEST OR NOTIFICATION PROMISE AND GUARANTEE TO PAY ON TIME,IN FULL AND WITHOUT DELAY,AGAINST THIS BANK GUARANTEE TO THE ORDER OF (BENEFICIARY NAME AND ADDRESS),THE BEARER OR HOLDER THEREOF, AT MATURITY THE SUM OF EUR 0,000,000.00 (EURO XXX MILLIONS ONLY) IN THE LAWFUL CURRENCY OF THE EURO. SUCH PAYMENT WILL BE MADE UPON PRESENTATION AND SURRENDER OF THIS BANK GUARANTEEN AT THE OFFICE OF XXXXXX HONG KONG WITHOUT SETOFF AND FREE AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEES OR WITHHOLDINGS OF ANY NATURE NOW OR HEREAFTER IMPOSED, LEVIED,COLLECTED, WITHHELD OR ASSESSED BY THE GOVERMENT OF THE ISSUING OR PAYING BANKOR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN. THIS BANK GUARANTEE SHALL BE GOVERNED AND BE CONSTRUED IN ACCORDANCE WITH THE UNIFORM RULES FOR DEMAND GUARANTEES (URDG), AS SET FORTH BY INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE. I.C.C. PUBLICATION #600. THIS BANK GUARANTEE IS TRANSFERABLE, ASSIGNABLE AND DIVISIBLE WITHOUT PRESENTATION TO US. FOR AND ON BEHALF OF: FULL NAME AND ADDRESS OF THE ISSUING BANK AUTHORISED BANK OFFICER AUTHORISED BANK OFFICER (NAME /TITLE) (NAME /TITLE) BANK SEAL BANK SEAL NB: THE ACTUAL TEXT OF A DELIVERED BG, DEPENDING ON ISSUING BANKS VERBIAGE,MAY DIFFER IN IMMATERIAL DETAILS FROM THIS FORMAT.

ACCEPTED BY BORROWER ----------------------------DATE:--------------------------2014 I CONFIRM HEREWITH THAT THE ABOVE TEXT WILL BE USED AS BASIS FOR THE BG ISSUANCE

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EXHIBIT “B”

“Letter Head of the Lender”

XXXX, 2014 Our Ref. : To : Address : Fax : + Attn : For Account of: Account No. : Dear Sirs, Re: Ready, Willing and Able to Issue A Bank Guarantee in EUR 10 Million from HSBC Hong Kong to Your Bank

for Account of ____________________________________________ We have been entrusted by our client, Xxxxxxxxxxxxxxxxxxxxxxxx Limited, who placed its assets and funds with us and made rational disposition with Xxxxxxxxxxxxxxxxxxxx Bank, and who is now, ready, willing and able to issue a Bank Guarantee via SWIFT MT760 in an amount of EUR XX0,000,000.00 (per attached verbiage) to your bank for account of __________________________________. at ______________________________________________________________. We, Xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx , therefore, would like to request you to confirm our Bank Guarantee verbiage per attached herewith with your stamp and signature(s) and reply us via fax No. +852-XXXXXXXX that you, on behalf of your client, _________________________________________, are ready, willing and able to receive aforesaid Bank Guarantee with Maturity one year from its Issuing Date under an arrangement made between each parties concerned for the purpose of finance investments made by our client. Upon receipt of this message, please also acknowledge that you are ready to make payment in a mutual consent amount on behalf of __________________________ to our client, _______________________________ Limited with following account details:

Bank Name : Bank Address : Bank swift code : Bank A/C No. : Bank A/C Name :

You are agreed upon on behalf of your client that the payment to be made is an annual return of the said finance investments of our client. For and on behalf of

___________________________________________

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EXHIBIT “C”

The Draft of the Irrevocable Conditional Bank Pay Order (ICBPO).

Sample Text of SWIFT

Date:

To: Bank Name:

Bank Address:

Bank swift code:

Bank Officer:

Bank Account Number:

Bank Account Name:

From:

Bank Name

Bank Address:

Account Name:

Account No.:

Bank Officer Name:

Swift Code:

Tel. No. (Direct):

Fax Number:

Transaction Code:

We, (name of the issuing bank) on behalf of our client, ………………, hereby present our Conditional,

Irrevocable, Assignable, Transferable and Callable cash-backed SWIFT wire transfer in your favor for the account

of your client, ………………………………………………. holding an account number: ……………., for an amount

of EUR………… Million (……………….. Million EUR).

This Conditional Irrevocable SWIFT is a binding payment commitment by us and we hereby undertake to wire

transfer the said amount to you in favor of your client, upon complete execution of the signed

AGREEMENT/Transaction Code:…………………

This Conditional, Irrevocable, Divisible, Assignable, Transferable, Callable cash-backed SWIFT wire transfer is

valid for 30 banking days from the ….th day of ………, 2014 and until the ……th day of …………., 2014.

This is an operative bank instrument and is subject to the Uniform Commercial Code as it relates to bank credit

instruments.

(ELECTRONIC SIGNATURES OF TWO BANK OPFFICERS WITH NAMES & TITLES)

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EXHIBIT “D”

PAYMENT GUARANTEE

FOR ISSUANCE OF A STANDBY LETTER OF CREDIT

SWIFT FORMAT MT 760

FROM: BANK SWIFT NO

TO: BANK, LTD., .

SWIFT:

Field 27: 1/1

Field 20: (Number of Bank Guarantee)

Field 23: ISSUE

Field 30: (Date )

Field 77C: (Text)

BY ORDER OF MESSRS. XXXXX XXXXXXXXXXXX, WE XXXXXXXXX BANK OF XXXXXX BRANCH; XXXXX ROAD;

XXXX CITY; XXXXXXX ( ISSUING BANK OF THIS PAYMENT GUARANTEE ) HEREWITH IRREVOCABLY ENGAGE

OURSELVES TO PAY THE AMOUNT OF EUR XXXXXXXX TO XXXXXXXXXXXXXXXXXXXXXXXXXXXXX., ACCOUNT NO:

XXXXXXXXXX WITH YOURSELVES –XXXXXXXXXXX BANK, – VIA XXXXXXXXXXXXXXXXXXXX

BANK LTD. , INDICATING THE BANK GUARANTEE NUMBER AS WELL AS OUR GUARANTEE NUMBER,

IMMEDIATELY AFTER RECEIPT OF XXXXXXXX BANK SWIFT CLAIM FOR PAYMENT OF THE AMOUNT OF EUR

XXXXXXXX, CONFIRMING THAT THE BANK GUARANTEE BY ORDER OF XXXXXXXXXXXXXX

XXXXXXXXXXXXXXX IN FAVOUR OF XXXXXXXXXXXXXXXXX ( BENEFICIARY OF THE BANK GUARANTEE) , IN THE

AMOUNT OF EUR 0,000, 000,00 HAS BEEN ISSUED BY HSBC BY SWIFT TO US.

THIS BANK GURANTEE IS TRANSFERABLE, XXXXXXXXXXXXXXXXXXX BANK LTD., IS ALLOWED TO

TRANSFER THIS BANK GURANTEE TO XXXXXXXX BANK ( ISSUING BANK OF BANK GUARANTEE ) WILL BE

ALLOWED TO MAKE THE SWIFT CLAIM FOR PAYMENT MENTIONED ABOVE.

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EXHIBIT “E”

DOCUMENTARY LETTER OF CREDIT DRAFT

SPECIMEN ONLY

MESSAGE NAME :

MESSAGE TYPE : MT700 SENT / RECEIVED SWIFT:

27 : (SEQUENCE OF TOTAL: NO OF PAGES)

40A: FORM OF DOCUMENTARY CREDIT:

IRREVOCABLE / TRANSFERABLE

20: DOCUMENTARY CREDIT NUMBER:

31C: DATE OF ISSUE: XX/XXXX/2013

31D: DATE AND PLACE OF EXPIRY: (30 DAYS AFTER ISSUE DATE )

51A; APPLICANT BANK

Swift:

Acc NAME :

ACC NO:

50: APPLICANT: ( Leave it in blank )

59: BENEFICIARY:

Pan-Global

Hong Kong.

Account No. :

32B: CURRENCY CODE, AMOUNT: US$ ,000,000-00

41A: AVAILABLE WITH BY NEGOTIATION

42C: DRAFTS AT SIGHT

42A: DRAWEE:

44C: LATEST DATE OF DELIVERY: (WITHIN 20 DAYS FROM DATE OF ISSUE)

45A: THE ISSUANCE OF THE LETTER OF CREDITS AS PAYMENT FOR CONTRACT NUMBER XXXX / 2013

AS PER ATTACHED TEXT.

46A: DOCUMENTS REQUIRED:

1. COPY OF TRANSMITTED BANK GUARANTEE IN A AMOUNT OF EUR 0,000,000.00 WITH MATURITY 365

DAYS ISSUED BY HSBC HONG KONG BY SWIFT TO XXXXXXX BANK TO THE ACCOUNT OF

XXXXXXXXXXXXXXXXXXXXXXXX– ACCOUNT NO:XXXXXXXXXX.

2. BANK ISSUED COPY OF THE TRANSMISSION, ALONG WITH THE BANK ISSUED COPY OF THE BANK

GUARANTEE SHOWING THE AGREED UPON TEXT OF THE BANK GUARANTEE AS PER CONTRACT

NUMBER XXXX / 2013.

47A: ADDITIONAL CONDITIONS:

1. DOCUMENTS TO BE PRESENTED WITHIN 15 BANKING DAYS AFTER DATE OF TRANSMISSION OF THE

BANK GUARANTEE BUT IN ANY EVENT WITHIN THE VALIDITY DATE OF THIS CREDIT.

71B: CHARGES:

ALL BANKING COMMISSIONS AND CHARGES OUTSIDE OF L/C OPENING BANK ARE FOR BENEFICIARY’S

ACCOUNT.

49: CONFIRMATION INSTRUCTIONS: WITHOUT

78: INSTRUCTIONS TO THE PAYING / ACCEPTING / NEGOTIATING BANK:

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UPON RECEIPT OF DOCUMENTS IN STRICT CONFORMITY WITH L/C TERMS WE SHALL EFFECT PAYMENT

IN ACCORDANCE WITH THE INSTRUCTIONS OF NEGOTIATING BANK.

THIS L/C IS TRANSFERABLE.

THIS L/C IS SUBJECT TO U.C.P FOR DOCUMENTARY CREDITS ICC PARIS, REVISION 2007 PUBL. NO. 600.

* * * * *

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EXHIBIT “F”

On Client/Lessee’s company official full letterhead

RESOLUTION OF THE BOARD OF DIRECTORS

A quorum of directors of ………………………..(hereinafter called the "Company") with its address at ………………………………………………, attended in person or by telephone/video conference a Board of Directors meeting which was duly noticed and held on ………… …….,…., 2014. A detailed discussion regarding various issues and aspects of this transaction was held to the full satisfaction of the Board members and the following resolutions were unanimously adopted: RESOLUTION: It is resolved that Mr. ………………………… holder of …COUNTRY – PASSPORT No…………………. shall be the authorized Signatory to enter into transactions involving Buy/Sell of Bank Debentures and other Bank Instruments. RESOLUTION: It is resolved that. ………………………… is the authorized Signatory of the company to arrange the Buy/Sell of Bank Instruments in the amount of USD ………………………………….with rolls and extensions, RESOLUTION: It is resolved that. ……………………….. the authorized Signatory of the company be assigned full authority to instruct, arrange, monitor, execute, manage and sign all paperwork, agreements, contracts and any and all documentation as may be necessary with third parties pertinent to transactions involving the Buy/Sell of Bank Instruments. RESOLUTION: It is further resolved at this meeting of the Board of Directors that …………………… is hereby authorized to pay/distribute on behalf of the company any and all transaction related fees and entitlements to any banks, trading entities, program managers, facilitators, lawyers and other involved persons and companies of his choice as he may deem appropriate and at his absolute discretion on behalf of the Company. RESOLUTION: That . …………………….. is hereby authorized to certify that the foregoing resolutions and 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 ………………………… 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 email copy of the Board Resolution shall be equal in value and effect to the original and shall be accepted as such by everyone, for all purposes, everywhere.

The above motions and resolutions were duly made, seconded, unanimously passed and carried at this meeting.

In witness whereof we hereunto set our hand and seal of the company of our own free will and act in certification of the above resolutions and provisions on this .... th day of ………………… 2014

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For and on behalf of

Corporate Seal ________________________ Name: Mr. Title: Passport No: Issued in: Date of Issue: Witnessed by: ________________________ Name: Company Secretary:

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EXHIBIT “G”

Indemnity Letter Saturday, March 08, 2014

TO: XX Capital Management Co., Ltd.

SUBJECT: Our Request for a Bank Guarantee

REFERENCE: PG MASTER SECURITY LENDING AND BORROWING AGREEMENT NO. : Nr. PGC/XXX-

Xxxxxx-BG XX0M/ -14

Dear Sirs:

We make reference to our request to establish a lease Bank Guarantee (BG) transferred in our favor through Xxxx XXX.

We hereby confirm that neither our assignees nor we shall request you, the Applicant and/or the opening bank for payment

described in the Bank Guarantee, namely EUR 0,000,000.00( EURO Xxxx Million Only), unless we first cash secure you for

an amount equal to the face value of the said Bank Guarantee, which is over and above the amount already paid as handling

charges and commissions for opening of the said transferred lease BG in our favor.

It is accepted that this instrument is to be used for credit enhancement purposes only; we cannot sell it in the market place or

discount it. It is understood that we are not to seek any third party bank confirmations or allow any party to contact the issuing

bank to verify the authenticity of the instrument within five banking days of receipt. Any such breach will result in the issuing

bank taking action it deems fit to protect the Applicant and will be at liberty to declare the said lease BG void or that the

instrument is leased and held harmless.

We further understand and agree that all fees paid as handling charges and commissions for the opening of the said lease BG

are deemed to be earned regardless of any fact.

We also declare and confirm that we will return the said lease BG to the issuing bank at least 15 days before the date of

maturity of the said BG, free of all encumbrances, charges or third party liens.

Our above undertaking is also binding on our successors and/or assignees and anybody else directly or indirectly involved on

our side or the side of the beneficiary and we hold you or your representatives harmless against any claims which may arise in

the matter.

Yours faithfully,

For and on behalf of

Agreed and Accepted by the Borrower:

I affix my signatures to this document as my free act and deed and that of my company.

Corporate Seal

Print Name :

Passport No. :

Issued by : (country)

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NOTARY’s ACKNOWLEDGEMENT

Be it remembered and recorded that on this XX day of Xxxx, 2014, Mr._________________ holder of passport number

__________ issued by (country), being a person known to me personally and being identical to the individual described in the

said passport, executed in my presence the above document and acknowledged to me that he executed the same on his free

will and voluntarily and confirmed to me the he has the authority to bind the Borrowing corporation.

In testimony whereof, I have hereunto set my hands and affixed my seal the day and year last written.

WITNESS my hand and official seal:

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EXHIBIT “H”

International Chamber of Commerce (I.C.C.) Non-Circumvention, Non-Disclosure and Working Agreement

WHEREAS, the Undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations, are bound by a duty of Confidentially with respect to their sources and contacts. This duty is in accordance with the International Chamber of Commerce Convention (I.C.C. 600). Whereas the Undersigned Parties wish to enter into this agreement to define certain parameters of their future legal obligations, and considering their mutual promise herein and other good and valuable considerations the receipt of which is acknowledged hereby, the Parties here to mutually and voluntarily agree as follows: 1. The parties hereto and/or their affiliates of what-so-ever nature shall not, in any manner solicit and/or accept any business from sources that have been made available by and through the parties hereto, nor in any manner shall access, contact solicit and/or conduct any transaction with such said sources, without the expressed and specific permission of the party who made such said sources available. 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 an expressed written permission of and by the Party whom made the source available. 2. The Parties shall not in any way whatsoever 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 and to the best of their abilities shall ensure that the original transaction codes, data and proprietary information established are not altered. 3. The Parties shall not disclose any contact revealed by either Party to any third Parties as they fully recognized such information and contract(s) of the respective Party, and shall not enter into direct and/or indirect offers, negotiations and/or transaction with such contacts revealed by the other Party who made the contact(s) available. 4. 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 equal to the maximum service it should realize from such a transaction, plus any and all expenses, including any and all legal fees incurred in lieu of the recovery of such compensation. 5. All considerations, benefits, bonuses, participation, fees, and/or commissions received as a result of the contributions of the Parties to this agreement, relating to any and all transactions shall be allocated and distributed as mutually agreed. Specific arrangements, for each transaction shall be made available and/or submitted to the recipient on the very day due and payable as per each and every transaction, unless otherwise agreed. 6. This agreement is valid for five (5) years from the date of signature, for any and all transactions between the Parties therein, with renewal to be agreed upon between the signatories. 7. 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 institution of the International Chamber of Commerce. Any decision and/or award made by the arbitrators shall be final, conclusive and binding for the Parties and enforceable in the Court of Law in the Country of choice of an award by the arbitrators. In the event of dispute English language shall prevail. 8. 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 a) The non-circumvention damages, i.e., the total commissions, fees, or profits which would have been due, and; 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.

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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. 10. Signature of 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 hereto 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. The purpose of this instrument is to establish an internationally recognized Non-Circumvention, Non-Disclosure, and Working Agreement between the participating Parties. This and future transactions shall be conducted under the guidelines of the International Chamber of Commerce. This agreement may be signed in one or more counterparts and the Parties agree that facsimile and registered mail copies of this Agreement to be considered as a legal original and signatures thereon shall be legal and binding. Accepted and Agreed without change :

FIRST PARTY: Lender

COMPANY: XX Capital

NAME:

REGISTED ADDRESS:

MAILING ADDRESS Same as Above

PHONE: 852-

FAX: 852-

E-MAIL:

Signature & Official Seal / Stamp:

Date: xxth March 2014

SECOND PARTY: Borrower

COMPANY:

NAME:

REGISTED ADDRESS:

MAILING ADDRESS Same as Above

PHONE:

FAX:

E-MAIL:

Signature & Official Seal / Stamp:

Date: th March 2014

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EXHIBIT “I”

MASTER FEE PROTECTION AGREEMENT IRREVOCABLE DISBURSEMENT INSTRUMENT / PAYMENT ORDER

TRANSACTION CODE: Nr. PGC/XXX-XxxxC-BGX0M/Xxx-14 BUYER CODE: INSERT BUYER CODE I, , and authorized signatory, hereby, with full legal responsibility, under PENALTY OF PERJURY of law, issue this Fee Protection Agreement (Irrevocable Disbursement Instrument/Payment Order) to the Beneficiaries named herein for Consultant Services rendered in connection with the Sales & Purchase of BGs under the above-referenced codes. BUYER’S PAYMENT COORDINATES :- BANK NAME : BANK ADDRESS : SWIFT CODE : ABA ROUTING : BANK OFFICER : BANK TELEPHONE : ACCOUNT NAME : ACCOUNT NUMBER : IBAN : PAYMENT ORDER VALUE:- Two per cent (2%) of total face amount of the transaction, per each and every tranche of the above-referenced transaction, payable to the Beneficiary Paymasters named herein. Such payment shall be made via SWIFT wire, without protest, delay or deduction and free of any bank charges (except for normal bank transfer charges), local and national taxes and liens, to the extent legally permissible. No. 1. SELLER’S SIDE: ONE PERCNET (1%) (CLOSED) No. 2. BUYER SIDE: ONE PER CENT (1 %) OF FACE VALUE GROUP #2.1-THE BUYERS MANDATE: 0.34 % OF 1.00 % OF FACE VALUE OF THE TOTAL CONTRACT VALUE WITH ROLLS AND EXTENSIONS AND OF EACH AND EVERY TRANCHE PAID BY THE BUYER

Beneficiary Name: Passport Number: Bank Name: Bank Address: Account Name: Account Number: SWIFT: BRANCH CODE: Bank Officer: Bank Telephone Number:

GROUP #2.2-INTERMEDIATES GROUP: 0.33% OF 1.00 % OF FACE VALUE OF THE TOTAL CONTRACT VALUE WITH ROLLS AND EXTENSIONS AND OF EACH AND EVERY TRANCHE PAID BY THE BUYER

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Beneficiary Name: JPS (closed) Passport Number: Bank Name: Bank Address: Account Name: Account Number: SWIFT: BRANCH CODE: Bank Officer: Bank Telephone Number:

GROUP #2.3-FACILITATORS GROUP: 0.33% OF 1.00% OF FACE VALUE OF THE TOTAL CONTRACT VALUE WITH ROLLS AND EXTENSIONS AND OF EACH AND EVERY TRANCHE PAID BY THE BUYER

Beneficiary Name: Victor Orth Group (KD+) Passport Number: Bank Name: Bank Address: Account Name: Account Number: SWIFT: Bank Officer: Bank Telephone Number:

CONDITIONS: 1. Payment shall be made to the parties mentioned herein without protest, delay, deduction, impound or taxation. Payment shall be made within four hours of receipt of electronic delivery of the subject instruments to the Buyer’s bank in each and every tranche during the transaction for as long as it continues and in each and every tranche in any and all renewals and extensions of the present contract. This Irrevocable Pay Order is unconditional, transferable, assignable, and divisible. 2. I, whose signature appears below agree to pay the consultants stipulated in this agreement the total sum of xxx per cent ( . %) of the Face Value of each and every tranche in the above-referenced transaction and of any future additions, rollovers, derivatives, renewals, and of any and all transactions arising from introductions to this supply made by myself/ourselves, whether personally or by corporation, group, subsidiary, trust, association or assign. 3. The Irrevocable Fee Payments will be made to the parties detailed herein and will be electronically wired (or as otherwise directed) to the bank accounts as provided for the transaction and any and all extensions thereof. The fees shall be paid without protest, delay or deduction (other than of wire transfer fees). 4. This Irrevocable Fee Payment Agreement shall be lodged with the disbursing bank upon closing of the first tranche in this transaction. Payment will be made within four banking hours of the electronic receipt of instruments by our bank in each and every tranche. All payments shall be made by bank transfer (or as otherwise requested) pursuant to instructions and destination bank co-ordinates provided. 5. This Irrevocable Fee Payment Agreement may be executed in any number of email or facsimile counterparts with the same effect as if all parties hereto signed the document. All email or facsimile counterparts shall be construed together and shall constitute one and the same Agreement. The undersigned accepts full responsibility for authenticity. The transaction code shall be included with each payment or piece of correspondence. 6. This agreement shall be binding, individually or collectively, upon and for the benefit of parties and their respective successors and assigns for their mutual advantage or goodwill. In the event of death of any of the parties, the surviving parties agree that the beneficiaries of the deceased party shall receive any and all proceeds of this

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agreement that would have been earned by the deceased party under the same terms and conditions as if the party were not deceased. 7. The parties acknowledge and agree that this contract does not constitute the creation of a taxable entity or of any Partnership. Each of the parties shall be individually responsible for making required filing, including tax returns, with the respective government entities in which they are or may be respectively domiciled and/or obligated to pay any taxes, impounds or levies which may be assessed for any of them respectively. The parties hereby agree to indemnify and hold each other harmless from any and all liabilities, damages, claims, judgments and causes arising out of and related to such taxation or obligations, payments and responsibilities or equivalent which result in a reduction of the amounts to be received as fees. The parties shall have no further responsibility or liability to each other or to any third party, other than as set forth in this contract. 8. Consultants have performed their function by introducing the two Principals for a financial transaction. Consultant fees are due and payable if a substitute financial transaction is accomplished in lieu of the above described. 9. Any previous agreements with the same date(s) and transaction code(s) are null and void. 10. This is the entire agreement for the transaction carrying the above-referenced transaction code. This Payment Order is irrevocable and valid upon the commencement of each and every tranche, 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 Seller (including spot buys), their shareholders and / or assigns for a period of five (5) years. It is unconditional, assignable and divisible to beneficiaries, heirs and assignees upon written notices to all parties concerned. FACSIMILE COPIES OF THIS AGREEMENT SHALL BE DEEMED ORIGINAL. EXECUTED THIS XX DAY OF MARCH 2014 FOR AND ON BEHALF OF: _______________________________________________ SEAL NAME : STATUS : PASSPORT NO. : COUNTRY : DATE IF ISSUE :