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NON-CIRCUMVENTION, NON-DISCLOSURE, IRREVOCABLE MASTER FEE
PROTECTION AGREEMENT AND IRREVOCABLE CORPORATE PAY ORDER
This Non-Circumvention, Non-Disclosure, Irrevocable Master Fee Protection Agreement
and Irrevocable Corporate Pay Order (this “Agreement”) is an addendum to the agreement for
the sale and purchase of Bullion (the “Transaction”) by and between Buyer and Seller (as
defined herein) with contract code [contract code] (the “Master Purchase Agreement”) is made
this 20th day of December, 2024 (the “Effective Date”) and is entered into by the following
parties (each, a “Party” and together the “Parties”):
The “Seller”:
[Dr. Bora, an individual residing at [address] who can be reached at
[email] and [phone number].
The “Buyer”:
[[Name], an individual residing at [address] who can be reached at [email]
and [phone number]].
The “Consultants”:
Dennis F. Hightower Junior, [an individual residing at [address] who can
be reached at [email] and [phone number]];
Sanjay Bhogaita, [an individual residing at [address] who can be reached
at [email] and [phone number]];
Akshat (Aric) Jain, an individual residing at 55 Suffolk St., New York,
USA who can be reached at aric.jain@ampcommodities.com and +1
(646) 843-9845;
Lorenzo Boldi, [an individual residing at [address] who can be reached at
[email] and [phone number]]; and
Paul Gladstone, [an individual residing at [address] who can be reached at
[email] and [phone number]].
WHEREAS, the Parties desire to establish the terms and conditions under which the
Seller and Buyer will compensate the Consultants for their services in facilitating the Transaction
that have already been and continue to be provided (the “Services”); and
WHEREAS, the Parties desire to establish terms and conditions under the Parties will
conduct themselves with regards to future transactions similar to or ancillary from this
Transaction.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Parties hereto, the Parties agree as follows:
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1. Independent Contractors. The 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.
2. Term. This Agreement shall be valid and binding for a term of three (3) years
following the Effective Date. This Agreement can be terminated at any time upon the mutual
written consent of all of the Parties hereto. In the event of termination, the Parties shall be
entitled to payment for Services performed prior to the effective date of termination that have not
been previously paid. The Parties agree not to enter, engage in or execute any transaction
similar to the Transaction or services similar to the Services without the satisfaction of the
payments for Services to the relevant Parties, and that any such transaction or services will
be the cause of legal action where the aggrieved Parties will be entitled to the payments
owed to them plus any punitive damages or damages necessary to make the aggrieved
Parties whole.
3. Contract and Transaction Codes. The above-stated codes, the codes that appear in
the footer and /or header of each page of this Agreement and any other identification codes
related to the Transactions or any transactions that the Parties may have contemplated 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. Such codes may be
amended only by agreement between all Parties hereto.
4. Irrevocable Payment Order. [The Seller or its legal representative acting with full
power of attorney for the Seller] (the “Payor”), hereby irrevocably and unconditionally, without
protest or notification, without prejudice, recourse, or delay guarantee to transfer in good, clean,
clear and unencumbered USD or EURO (as detailed in the Master Purchase Agreement) to the
bank accounts designated in the Exhibit A attached hereto (the “Payment Order”). The Payor
shall pay the fees detailed in this Agreement and any exhibits thereto upon the successful closing
of each and every tranche concurrently with each payment to the Seller by the Buyer related to
the Transaction. This pay order shall remain in effect until the end of this transaction, including
any renewals, extensions, and additions are fully completed and will otherwise survive the
termination of the Term or this Agreement.
5. Non-Solicitation and Non-Circumvention.
5.1 Proprietary Information.
(a) The Parties acknowledge that each Party’s relationship with the
others is one of high trust and confidence and that in the course of the Service, the Parties will
have access to and contact with Proprietary Information. The Parties will not disclose any
Proprietary Information to any person or entity other than the Parties of their affiliates or use the
same for any purposes (other than in the performance of the Services or the Transaction) without
written approval by the other Parties for the Term unless and until such Proprietary Information
has become public knowledge without fault by the disclosing Party.
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(b) For purposes of this Agreement, Proprietary Information shall
mean, by way of illustration and not limitation, all information, whether or not in writing,
whether or not patentable and whether or not copyrightable, of a private, secret or confidential
nature, owned, possessed or used by the Parties, concerning the Parties’ business, business
relationships or financial affairs, including, without limitation, any sources, vendor information,
customer information, apparatus, equipment, trade secret, process, research, report, technical or
research data, clinical data, know-how, computer program, software, software documentation,
hardware design, technology, product, processes, methods, techniques, formulas, compounds,
projects, developments, marketing or business plan, forecast, unpublished financial statement,
budget, license, price, cost, customer, supplier or personnel information or employee list that is
communicated to, learned of, developed or otherwise acquired by the Parties in the course of the
Transaction and the Services.
(c) Each of the Parties acknowledges and agrees that the clients,
employees, and contractors related to each Party, the Transaction and the Services are valuable
assets to Parties. As a result, the Parties agrees that, for the term of this Agreement and for a
period of twelve (12) months thereafter, (a) the Parties shall not, directly or indirectly solicit any
clients, employees, or contractors with the intent of such person or entity terminating or reducing
their business relationship with the Parties, or (b) the Consultants shall not provide services
similar to the Services or facilitate a transaction similar to the Transaction separately from the
other Consultants without the written consent of all Consultants.
5.2 Non-Circumvention.
(a) Each of the Parties agrees that it shall not, directly or indirectly,
enter into any agreement or transaction related to the Services with other parties or some but not
all Parties, or engage in any discussions or negotiations regarding the Transaction, without the
prior written consent of the other Parties. Each of the Parties further agrees not to take any
actions, directly or indirectly, that would circumvent, avoid, or bypass another Party’s role or
potential financial benefit in any business dealings related to the Services or the Transaction.
Any violation of this clause shall constitute a material breach of this Agreement.
(b) The Parties will not in any manner solicit, nor accept any business
in any manner from sources or their affiliates, which sources were made available through this
agreement, without the express permission of the Party who made available the source.
(c) The Parties will maintain complete confidentiality regarding each
other business sources and/or their affiliates and will disclose such business sources only to the
named parties pursuant to the express written permission of this Party who made available the
source.
(d) That the Parties will do the best of their abilities to assure that the
transaction codes related to the Master Purchase Agreement will not be affected.
(e) That the Parties will not disclose names, addresses, e-mail address,
telephone and tele-fax or telex numbers to any contacts by a Party to third parties and that they
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each recognize such contracts as the exclusive property of the respective parties and they will not
enter into any direct negotiations or transactions with such contracts revealed by the other Party.
(f) That the Parties further undertake not to enter into business
transactions with banks, investors, sources of funds or other bodies, the names of which have
been provided by one of the Parties, unless written permission has been obtained from the other
Party(ies) to do so.
5.3 For the sake of this Agreement, it does not matter whether information
obtained from a natural or a legal person. The Parties also undertake not to make use of a third
party to circumvent this clause. In the event of circumvention of this Agreement by a Party,
directly or indirectly, the circumvented Party(ies) shall be entitled to a legal monetary
penalty equal to the maximum service it should realize from such a transaction plus any
and all expenses, including but not limited to all legal costs and expenses incurred to
recover the lost revenue.
6. Cooperation. The Parties shall use best efforts in the performance of each Parties’
obligations under this Agreement.
7. Notices. All notices required or permitted under this Agreement shall be in
writing and shall be deemed effective upon personal delivery or upon deposit in the United States
Post Office, by registered or certified mail, postage prepaid, addressed to the other Party at the
addresses shown above, or at such other address or addresses as either Party shall designate to
the other in accordance with Exhibit A. Notices delivered electronically shall be deemed
effective upon receipt to the addressee’s electronic device as recorded by the application
typically used to receive such an electronic communication.
8. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties and supersedes all prior agreements and understandings, whether written or oral, relating
to the subject matter of this Agreement.
9. Amendment, Assignment, Beneficiaries. This Agreement may be amended or
modified only by a written instrument executed by all of the Parties. This Agreement may be
assigned only by the Parties named herein with the written consent of the other Parties unless
such assignment shall be necessary for personal trust and estate planning. This Agreement shall
inure to the benefit of the Parties listed hereunder and their respective heirs, administrators,
successors and assigns as the case may be, until this transaction, including any/all renewals,
extensions and additions are fully completed. This Agreement shall be binding upon, and inure to
the benefit of, the Parties and their respective successors and assigns.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to any choice or conflict
of law provision or rule that would cause the application of laws of any other jurisdiction.
11. Miscellaneous.
11.1 No delay or omission by a Consultant in exercising any right under this
Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the
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Consultant on any one occasion shall be effective only in that instance and shall not be construed
as a bar or waiver of any right on any other occasion.
11.2 The captions of the sections of this Agreement are for convenience of
reference only and in no way define, limit or affect the scope or substance of any section of this
Agreement except that the headings and captions in the below signature page attached to the
name of each Party shall conform with the same defined terms used in Exhibit A.
11.3 In the event that any provision of this Agreement shall be invalid, illegal
or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions
shall in no way be affected or impaired thereby.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first above written.
SELLER:
“Seller” and “Payor”:
Full Name:
Passport No. | Nationality:
Issue │ Expiry Date:
Date │ Place Signed:
Signature:
BUYER:
“Buyer”: [Name]
Full Name:
Passport No. | Nationality:
Issue │ Expiry Date:
Date │ Place Signed:
Signature:
CONSULTANTS:
“Consultant”: GROUP #1 Sell-Side Party #1 – Akshat Aric Jain
Full Name: Mr. Akshat Jain
Passport No.
528760214 | USA
│Nationality:
Issue │ Expiry Date: 03 Dec 2015 │02 Dec 2025
Date │ Place Signed: 30 July 2024 | New York
Signature:
GROUP #2: Buy-Side: Party #1 – Petro Lukacs
Signature Page
Non-Circumvention, Non-Disclosure, Irrevocable Master Fee Protection Agreement and Irrevocable Corporate Pay Order
Contract Code: [code] Transaction Code [code]
Full Name:
Passport No. │Nationality:
Issue │ Expiry Date:
Date │ Place Signed:
Signature:
GROUP #2: Buy-Side: Party #2 – [Petro Associate]
Full Name:
Passport No. │Nationality:
Issue │ Expiry Date:
Date │ Place Signed:
Signature:
GROUP #3: Buy-Side: Party #1 Mr. Scherbak Mykola Vyacheslavovich
Full Name:
Passport No. │Nationality:
Issue │ Expiry Date:
Date │ Place Signed:
Signature:
Signature Page
Non-Circumvention, Non-Disclosure, Irrevocable Master Fee Protection Agreement and Irrevocable Corporate Pay Order
EXHIBIT A
Contract Code: Transaction
Code:
PAYMENT ORDER
Defined terms shall have the meanings ascribed to them in the agreement to which this Exhibit
A: Payment Order is attached.
Pre-advice must be sent via SWIFT to paymaster and beneficiary prior to a
SPECIAL WIRE Wire Transfer of Funds, with a copy of notification by email to each
INSTRUCTIONS Beneficiary/Receiver side upon transfer/payment settlement of each and
every tranche under the applicable transaction codes as per the SPA.
All transfer instructions shall state: “CASH FUNDS ARE GOOD, CLEAN,
CLEARED AND OF NON-CRIMINAL AND NON-TERRORIST
ORIGIN, ARE LIEN FREE AND UNENCUMBERED, FUNDS ARE
PAYBLE IN CASH IN FULL AMOUNT IMMEDIATELY UPON
REQUIRED
RECEIPT BY BENEFICIARY BANK, BASED ON THE SAME DAY
MESSAGE
VALUE AND IMMEDIATE CREDIT, THE REMITTER IS KNOWN TO
US AND WE ARE SATISFIED AS TO THE SOURCE OF THE CASH
FUNDS SENT TO US - THIS IS DONE WITH FULL BANKING
RESPONSIBILITY”
CONTRACT CODE:
TRANSACTION CODE:
NAME OF PRODUCT:
TYPE OF CONTRACT:
PRODUCT ORIGIN:
CONTRACT QUANTITY:
CONTRACT PERIOD:
MONTHLY TRANCHE:
[2%] of Purchase Price shared in accordance with the terms in
COMMISSION PAID BY PAYOR:
this Payment Order Exhibit A
IMPORTANT NOTE: EACH CONSULTANT CAN CHANGE ANY TIME THEIR
PROVIDED BANK ACCOUNT ON THIS IMFPA BY INFORMING THE PAYOR
AND/OR HIS PAYMASTER PRIOR TO PAYMENT.
COMPLETION OF THESE TABLES IS MANDATORY BEFORE THE COUNTER-
SIGNING OF THE CONTRACT. EMPTY FORMS MEAN NO FEES WILL BE PAID.
Payor Initials: ____________
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EXHIBIT A
Contract Code: Transaction
Code:
Payor Initials: ____________
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EXHIBIT A
Contract Code: Transaction
Code:
GROUP #1: 1.00%
ONE PERCENT (1.0%) OF EACH AND ANY TRANSACTION VOLUME AFTER FEES AND
TAXES BY TRANCHES WITH R&E OF PAYMENT TO BE FORWARD TO:
BENEFICIARIES PARTY #1
COMPANY NAME
PAYMASTER NAME
REG. NUMBER
REG. ADDRESS
REPRESENTED BY /
TITLE
PASSPORT No. /
YB4671048
COUNTRY
MOBILE / FAX. No.
EMAIL ADDRESS
BANK NAME HSBC Bank London
BANK ADDRESS 100 Old Broad Street EC2N 1BG, London, UK
SWIFT / BIC CODE HBUKGB4141R
ACCOUNT NAME Lorenzo Boldi
ACCOUNT NO. / IBAN 61558803/ GB78HBUK40073161558803
BANK OFFICER /
TITLE
EMAIL ADDRESS
TEL / FAX NUMBER
PAYMASTER SHALL COMMISSIONS in %
PAY THE NOMINATED PARTY # and NAME
from Total
BENEFICIARIES AS
INDICATED HEREIN: 1. Akshat (Aric) Jain 1%
TOTAL 1.00%
WIRE TRANSFERS: All Wire transfers shall incorporate above-
mentioned Text Message and shall be pre-advised via email to [____]
with a copy of Bank Wire Transfer Slip shall be emailed to [____] for
INSTRUCTIONS
legal verification and REQUIRED documentation pursuant to mandated
legislation and regulation with a contract copy to be filed with
Participating Banks.
REQUIRED
INSTRUCTIONS
GROUP #2: %
Payor Initials: ____________
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EXHIBIT A
Contract Code: Transaction
Code:
ZERO POINT FOUR PERCENT (0.40%) OF EACH AND ANY TRANSACTION VOLUME AFTER
FEES AND TAXES BY TRANCHES WITH R&E OF PAYMENT TO BE FORWARD TO:
BENEFICIARIES PARTY #1, PARTY #2
COMPANY NAME
PAYMASTER NAME
REG. NUMBER
REG. ADDRESS
REPRESENTED BY /
TITLE
PASSPORT No. /
COUNTRY
MOBILE / FAX. No.
EMAIL ADDRESS
BANK NAME
BANK ADDRESS
SWIFT / BIC CODE
ACCOUNT NAME
ACCOUNT NO. / IBAN
BANK OFFICER /
TITLE
EMAIL ADDRESS
TEL / FAX NUMBER
PAYMASTER SHALL COMMISSIONS in %
PAY THE NOMINATED PARTY # and NAME
from Total
BENEFICIARIES AS
INDICATED HEREIN: 1. Petro Lukacs 0.00%
2. [Petro Associate]
TOTAL 0.00%
WIRE TRANSFERS: All Wire transfers shall incorporate above-
mentioned Text Message and shall be pre-advised via email to [____]
with a copy of Bank Wire Transfer Slip shall be emailed to [____] for
INSTRUCTIONS
legal verification and REQUIRED documentation pursuant to mandated
legislation and regulation with a contract copy to be filed with
Participating Banks.
REQUIRED
INSTRUCTIONS
GROUP #3: %
Payor Initials: ____________
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EXHIBIT A
Contract Code: Transaction
Code:
ZERO POINT FOUR PERCENT (0.00%) OF EACH AND ANY TRANSACTION VOLUME AFTER
FEES AND TAXES BY TRANCHES WITH R&E OF PAYMENT TO BE FORWARD TO:
BENEFICIARIES PARTY #1
COMPANY NAME
PAYMASTER NAME
REG. NUMBER
REG. ADDRESS
REPRESENTED BY /
TITLE
PASSPORT No. /
COUNTRY
MOBILE / FAX. No.
EMAIL ADDRESS
BANK NAME
BANK ADDRESS
SWIFT / BIC CODE
ACCOUNT NAME
ACCOUNT NO. / IBAN
BANK OFFICER /
TITLE
EMAIL ADDRESS
TEL / FAX NUMBER
PAYMASTER SHALL COMMISSIONS in %
PAY THE NOMINATED PARTY # and NAME
from Total
BENEFICIARIES AS
INDICATED HEREIN: 1. Scherbak Mykola Vyacheslavovich %
TOTAL %
WIRE TRANSFERS: All Wire transfers shall incorporate above-
mentioned Text Message and shall be pre-advised via email to [____]
with a copy of Bank Wire Transfer Slip shall be emailed to [____] for
INSTRUCTIONS
legal verification and REQUIRED documentation pursuant to mandated
legislation and regulation with a contract copy to be filed with
Participating Banks.
REQUIRED
INSTRUCTIONS
(FOR THE DISBURSING BANK)
BANK ENDORSEMENT
Payor Initials: ____________
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EXHIBIT A
Contract Code: Transaction
Code:
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.
_______________________________ BANK
OFFICER 1 SIGNATURE BANK OFFICE NAME:
TITLE:
PIN NUMBER:
BANK NAME:
BANK ADDRESS: BANK TEL:
TODAY’S DATE:
[SEAL]
_______________________________ BANK
OFFICER 2 SIGNATURE BANK OFFICE NAME:
TITLE:
PIN NUMBER:
BANK NAME:
BANK ADDRESS: BANK TEL:
TODAY’S DATE:
[SEAL
END OF DOCUMENT
Payor Initials: ____________
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