(On the Seller’s / Owner’s Letterhead)

Agreement no:
Seller’s transaction code:
Seller’s reference code:
Seller’s security code:
Date:00/00/0000

Company: …………………………
Attn. …………………………………..

Via: ……………………………………

Soft Corporate Offer (SCO)

I / We, ………………………………. with registered office………………………. at………………….., represented by ………………………………(Title), bearing Passport No. …. (Country) , with full legal personal / corporate authority, under penalty of perjury, confirm that I / We are Ready, Willing and Able (RWA) to sell the Aurum Utalium (Au) Metal Gold Bullion manufactured to Good London Delivery (“GLD”) Specifications / Standard, within the Banking system and offered under full Banking responsibility by the Seller’s Banker. Furthermore, I / We confirm that the Aurum Utalium (Au), as specified hereafter is free and clear of all liens, encumbrances of third party interest, including, but not limited to the IMF, IMG and World Bank, and state institutions..

I/We confirm to be the owner (please correct if wrong) of the offered commodity.

The Procedure outlined herein is based on the standard model for gold and other international commercial transactions and designed to respect any and all regulations set forth, protecting the integrity of the precious metals sales and purchase, with regard to Swiss Basel Committee terms and conditions.

Product	:	Gold Bullion (Aurum Utalium) Metal in “GLD” Specifications Bar Form
Quantity	:	The Seller is to sell and the Buyer is to buy the Product in the quantity of XXX MT (XX Metric Tons) through the sale of certificates of deposit.
Lifts	:	As per the following Schedule of Deliveries: · XX MT ( XXX Metric Tons). A different splitting of the above tranches can be modified by the Seller and the Buyer.
Format	:	12.5 Kg Bars of Au Metal (1 Kg = 32.1507425 Fine Troy Ounces)
Fineness / Purity	:	999.5/1000 Parts Pure Gold (“GLD” Specifications)
Hallmarks	:	Internationally Accepted Hallmark(s); Certificates are NOT older than Five (5) years
Depository	:	The Product is physically located at XXXX Bank in (city) – (country)
Delivery	:	As agreed upon between the Seller’s Bullion Officer and the Buyer’s Bullion Officer
Purchase Value / Price	:	The purchase value of each and every lift of the product as per the agreement (the “Purchase Value”) shall be calculated on the date of transfer / delivery, in advance of any discounts, as follows: “The number of fine troy ounces of the product delivered in each and every lift, as established by the assayer certificate issued by the refinery (one kilogram being 32.1507425 fine troy ounces), multiplied by the fine troy ounce’s price according to the last known 2^nd fixing of the London Bullion Market Association (the “LBMA”) on the day of delivery / invoicing” and displayed by the “LBMA”. In the event that the “LBMA” is not operating on that scheduled day, the price calculation used shall be based on the second “LBMA” fixing of the next market opening day.” The purchase value of the product shall be calculated with a precision of one (1) cent (1/100^th of one (1) United States Dollar (“USD”); the quantity of the product shall be calculated with a precision of 0.001 (1/1000^th of one (1) fine troy ounce).
Discount	:	The gross discount on the Product to the Buyer shall be XXX percent (X.00%) of one hundred percent (100%) of each and every lift’s purchase value. The net discount on the Product to the Buyer shall be XXX percent (X.00%) of one hundred percent (100%) of each and every lift’s purchase value.
Commission	:	XX Percent (X.X%) to the Buyer side (paid out by the Buyer). XX Percent (X.X%) to the Seller side (paid out by the Seller).
Payment	:	Cleared funds against delivery. If not agreed otherwise, the payment currency under the Agreement accepted by the Parties is United States Dollars (“USD”): the legal currency of the United States of America, except where noted. All pricing of the Product on a per-Lift basis shall first be calculated in USD in advance of conversion into any other currencies.
Documents	:	All documents pertaining to the product will be issued in the name of the Buyer’s final assignee and endorsed by the Seller’s bullion officer. Each and every lift shall be accompanied by the following documents: · Certificate of Ownership; · Certificate of Origin; · Certificate of Assayer for weight and purity; · Packing List; · Export Permission from local government authorities can be obtained once the AU Metal “GLD” gold bullion has been purchased by the Buyer and its Assigns. The Buyer and its Assigns will pay all insurance, handling and transportation costs, if incurred, after the Au Metal “GLD” Gold Bullion has been purchased; · Commercial Invoice; · Warrant / Certificate of the Product being clean, clear, of non–criminal origin, fully transferable, exportable and free from any liens and encumbrances; · Export Permit; · Receipt of customs and duty payment; · Security Warehouse Receipt (SKR) in country where AU is deposited; · Certificate of Insurance.
If any of these documents are missing at the time the initial Lift is transacted or if additional documentation is required by the Purchasing Bank (see definition below) for closure, then the Parties agree that this documentation can be provided at a later date to be mutually agreed and that this circumstance shall not impede payment against delivery of the Initial Lift which is offered under full banking responsibility by the Seller’s Bank.

The Seller and the Buyer hereby agree to and fully accept the following procedure for the execution of the Transaction by both Parties including assignment of the Agreement to the ultimate Buyer: a Top World Bank (referred to as the Purchasing Bank herein):

PROCEDURE (Alternative 1 )

[ please delete the Procedure, which is not applicable ]

a. Upon receipt and acceptance of the Soft Corporate Offer (SCO), the Seller will be informed about the Buyer’s coordinates and after that, Seller issues a Full Corporate Offer (FCO) including full coordinates (registered address, plus office address (if different) plus phone, fax, corporate email), of the Bank’s recognized Seller, Company registration number of the Seller entity, Seller Code, Signature and Seal of the Seller matching signature of passport and if possible a copy of the Registration document properly addressed to the Buyer with corresponding Fee Agreement, draft Sales & Purchase Agreement and Seller lawful signatory’s full size color passport copy.

b. Buyer responds with signed and sealed Letter of Intent (LOI) together with copy of Buyer’s Board Resolution / signatory authority and passport together with IMFPA and NCND to include all intermediary and Mandate participants to the said transaction.

c. Seller’s Bank issues directly to Buyer a Letter of Invitation to attend a TTM at the Bank’s premises in relation to the referenced FCO and LOI. Buyer sends written acceptance. Furthermore, Seller submits to Buyer a document from his own Bullion Bank, addressed to the Seller, stating the Bank is ready to arrange and transact the contemplated business in the Seller’s referenced Full FCO.

d. At TTM, the Seller provides evidence of legal ownership of the specific Au metal parcel(s) on offer, confirmation of the Seller’s Bank-recognized signatory authority to sell, current Assay Report, Safe Keeping Receipt, Bank statement and/or other appropriate documentation to enable the Buyer to qualify the offer to sell the Au metal.

e. On successful verification of the documentation in clauses d. – e., Buyer immediately delivers to Seller’s representative at the TTM a document from Buyer’s Bullion Bank, addressed to the Buyer, stating the Bank is ready to arrange and transact the contemplated business referred to in this Full Corporate Offer (FCO), or –

f. Alternatively, Buyer will immediately arrange for Buyer’s Bank to issue to Seller’s Bank an acceptable institutional payment guarantee in favor of the Seller for the full contract or tranche value.

g. Seller issues to Buyer four fully completed signed Sale and Purchase Agreements (pre-agreed); Buyer signs and returns two originals to the Seller.

h. Buyer and Seller lodge contracts and related documents to their respective Bullion Banks for verification and execution as per Swiss procedures.

i. Seller’s Bank will SWIFT to Buyer’s Bank formally confirming the existence and transferability of merchandise.

j. Buyer’s Bank will respond by SWIFT formally confirming availability of payment.

k. Transaction will be completed on a Bank-to-Bank basis.

PROCEDURE (Alternative 2 )

[ please delete the Procedure, which is not applicable ]

b. The Buyer responds with a signed and sealed Letter of Intent (LOI), properly addressed to the Seller, with a Buyer’s Code indicating procedures for acceptance and a separate IMFPA for Buyer’s side intermediaries and Mandates.

c. The Seller issues and delivers to Buyer four (4) copies of a signed Purchase and Sale Agreement; the Buyer signs and returns two (2) copies to Seller.

d. The Seller supplies directly to Buyer evidence of legal ownership, current Assay Report, current Bank Statement and/or any other documentation that may be required by the Buyer to qualify the Seller’s offer. A Letter of Readiness (LoR), issued by the Seller’s bank and addressed to the Seller, is compulsory.

e. The Buyer and Seller lodge contracts with their respective banks.

f. On successful verification of the documentation identified in clause d., the Buyer will arrange an acceptable institutional Payment Guarantee on a Bank to Bank basis for the full value of the first agreed tranche or full contract value (to be agreed).

g. Seller’s Bank will SWIFT to Buyer’s Bank formally confirming the existence and transferability of Merchandise;

h. Buyer’s Bank will respond with confirmation of payment;

i. Transaction will be completed on a Bank to Bank Basis.

The Seller’s Coordinates

Company Name	:
Address
Seller’s Name	:
Represented by	:
Address	:
Telephone No.	:
E-mail	:

The Seller’s Banking Coordinates

Bank Name	:
Bank Address	:
Account Name	:
Account No.	:	to be provided with Full Corporate Offer (FCO)
SWIFT Code	:
Bullion Officer / Title & Code	:
Telephone No.	:
Fax No.	:
E-mail	:

SCO VALIDITY: Five (5) banking days from the date of issuance

If the Buyer agrees to this SCO, we kindly ask to provide his complete coordinates, to address our Full Corporate Offer directly to him. We expect your response on this SCO within the period of validity.

Yours sincerely,

The Seller / Owner / Legal authorized Mandate (insert name of the Seller / Owner / Mandate)

Passport No.:

Country:

EDT ( Electronic document transmissions )

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be:-

1) 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

2) ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).

3) EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.