Foreign Securities Compliance Authority FSCA

ISSUING:

- Insured Payment Guarantee

- Preliminary Statements

Agreement
In consideration of the mutual covenants, obligations and agreements set forth herein and in this Insured Payment Guarantee and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Guarantee
Subject to the terms and conditions set forth herein, the Guarantor hereby guarantees irrevocably and unconditionally the due and punctual performance of and compliance with all of the debts and liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Obligor to the Seller or remaining unpaid by the Obligor to the Seller (collectively the “Obligations”) pursuant to the terms and conditions as they relate to the Securities Purchase Agreement.

2. Proposition
The Recertification Deposit shall be paid prior to sale completion by the Seller via wire transfer through anappointed Transfer Agent designated by the Compliance Department and shall be held in escrow and be kept and continue to be held in good faith until the Acquisition has been completed and concluded in accordance with the terms and conditions set forth therein. Upon final execution of the said Securities Purchase Agreement thus
completing the due process of the acquisition, the Recertification Deposit shall be fully refundable to the Seller at the same time as the Net Sale Proceeds are released to the Seller. Should the Acquisition not have been completed, for any reason or reasons, the funds representing payment for Recertification Deposit received by the assigned Transfer Agent shall be refunded directly to the Seller minus any bank charges incurred without any dispute or further delay.

...