BEARER SHARE CUSTODY AGREEMENT. THIS CUSTODY AGREEMENT, dated this day of 20 is entered into and by and between:

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1 BEARER SHARE CUSTODY AGREEMENT Agreement No. THIS CUSTODY AGREEMENT, dated this day of 20 is entered into and by and between: (1) Mr./Mrs./Miss (male/female), born on of, a national of, holder of Passport No. (hereinafter the /Client ), on the other part, (2) MF LEGAL SERVICES, a law firm duly incorporated with the laws of the Republic of Panama, with offices at Mossfon Building, 2nd Floor, East 54th Street, P. O. Box W.T.C., Panama, Republic of Panama (hereinafter the Custodian ); in accordance to the following clauses: I. INTERPRETATION 1. In this Agreement, unless the context otherwise requires, the following words and expressions shall bear the following meanings: Client : Professional Intermediary Customer who has requested to the resident agent, the incorporation of a Panamanian Corporation with bearer shares. Authorized Custodian : MF LEGAL SERVICES, as the Resident Agent of the Panamanian Corporation with bearer shares. Affidavit : Written confirmation of the owner(s) of the bearer shares, as per the requirements in Chapter IV, Article 8 of Law No. 47 of Shares in Custody means the issued ordinary shares credited as fully paid in the capital of the Corporation agreed to be delivered in Custody of the Resident Agent in favour of the Beneficial Owner. Effective Date means the date of Completion. The Corporation means, incorporated under the laws of the Republic of Panama under microjacket: and document no. with an authorised capital of US$ divided into bearer shares of US$ each. The Beneficial Owner means the person entitled to the following rights in the Corporation, unless otherwise set forth in the Corporation s Articles of Incorporation: (1) to exercise any voting rights attaching to the Shares in Custody; (2) to receive notices; (3) to an equal share in any dividend paid in accordance with the Law; 1

2 (4) to an equal share in the distribution of the surplus assets of the Corporation; and (5) to exercise other rights and powers attaching to the Shares in Custody. 2. Any expression which is defined in, or to which a meaning is assigned for the purpose of any statutory provision, shall have the same meaning herein. 3. Words denoting the singular number shall include the plural and vice versa. 4. Words denoting any gender shall include all genders. 5. References to persons shall include firms, corporations and other associations or bodies of persons whether or not incorporated and any government, state or agency of a state whether or not any of the foregoing has any separate legal personality. 6. Any reference to a document in agreed terms shall mean a document agreed (and initialled for such purpose) by all the parties thereto. 7. Clause headings are for ease of reference only and shall not affect the construction or interpretation of this Agreement. II. CUSTODY OF SHARES 1. The Client has delivered and the Authorized Custodian has received the Shares in Custody and the Affidavit subject to the terms and conditions hereinafter appearing. 2. The Authorized Custodian shall keep the Shares in Custody under its custody at all times during the term of this Agreement. 3. The Client accepts the Resident Agent as its Authorized Custodian to safe keep the Shares in Custody. 4. The Authorized Custodian shall not be regarded as the buyer of the shares and shall not be obliged to purchase any of the Shares in Custody. 5. Completion shall take place immediately following the delivery of the original Shares in Custody and the Affidavit to the offices of the Authorized Custodian in Panama. 6. The Authorized Custodian shall not be able to enter into any mortgage, charge, pledge, guarantee or any other encumbrance over the Shares in Custody 7. None of the Beneficial Owner s rights shall be affected by Completion of this Agreement. III. DUTIES AND RESPONSIBILITIES OF THE AUTHORIZED CUSTODIAN AND OF THE CLIENT 1. The Authorized Custodian shall have the following duties and responsibilities: (1) must keep proper procedures and internal control systems to record the number, transfer of beneficial ownership of the Shares in Custody; (2) must ensure that only senior personnel has access to the Shares in Custody; 2

3 (3) shall act only upon instructions from the Client; must keep the Ultimate Beneficial Owner s Questionnaire (Bearer Shares Authorized Custodianship) duly completed and signed by the Beneficial Owner of the Shares in Custody; (4) shall keep a notice where there is transfer of beneficial ownership of, or interest in the Shares in Custody; (5) shall keep a record of all the notices and information received regarding the Shares in Custody; (6) shall provide information without restriction to the competent authorities upon request when they are undertaking an investigation on the Beneficial Owner and shall provide them access to its premises, books, records and accounts kept as the Authorized Custodian; (7) there shall be no restriction to grant to the pertinent authorities access and inspection arrangements that are part of regulatory supervision; (8) shall provide information on request to the pertinent authorities without such entities having to visit premises and conduct a search of relevant files; (9) shall keep the personal information provided by the Beneficial Owner as confidential and shall not disclose same to a third party unless authorised by the Beneficial Owner or ordered by the competent authorities; (10) shall send the Beneficial Owner a report on the Shares in Custody, when requested. 2. The Client shall have the following duties and responsibilities: (1) must provide personal information to the Authorized Custodian as required and must perform his own know your customer due diligence with his end-user customer in accordance with accepted international standards and with the procedures required by the Authorized Custodian; (2) must deliver to the Authorized Custodian the Ultimate Beneficial Owner s Questionnaire (Bearer Shares Authorized Custodianship) and the Affidavit duly completed and signed by the Beneficial Owner of the Shares in Custody; in addition to any other documents required, must provide a notarized copy of the beneficial owner s passport, personal identity card, and general information regarding his/her/their country of birth, current nationality, and date of birth; (3) must provide evidence of the beneficial owner s current domicile and telephone number; (4) must notify the Authorized Custodian in writing, of any transfers of ownership of the Shares in Custody. 3

4 (5) must inform the Authorized Custodian if the Shares in Custody have been pledged and provide the same with the name(s), physical address and contact details of the pledgee. IV. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the parties hereto in respect of the custody of the Shares in Custody and supersedes any previous agreement or arrangement in relation thereto. V. NOTICES Any notice under this Agreement shall be in writing and shall be signed by or on behalf of the party giving it to the following address, address and fax number. This information shall be deemed correct until the parties notify otherwise: (1) To the Authorized Custodian: MF LEGAL SERVICES, Mossfon Building, 2nd Floor, East 54th Street, P. O. Box W.T.C., Panama, Republic of Panama address: (2) To the Client VI. CONFIDENTIALITY The Authorized Custodian and the Client shall keep all terms of this Agreement confidential at all times. VII. COSTS AND FEES The Client agrees to pay to the Authorized Custodian for its services reasonable fees to be agreed from time to time as well as any expenses incurred such as taxes, phone calls, faxes, etc. VIII. VARIATION AND TERMINATION OF THIS AGREEMENT 1. No variation of this Agreement shall be valid or effective unless made by an instrument in writing signed by the parties hereto. 2. Where termination of this Agreement is done by the Client, he/she/they must inform the Authorized Custodian to whom it may deliver the Shares in Custody and he/she/they must inform the Authorized Custodian whether the Agreement is terminated for any of the following reasons: 4

5 (1) the Shares in Custody are being converted to, or exchanged for, a registered share; (2) the Corporation has been dissolved; (3) the Shares in Custody have been redeemed or repurchased by the Corporation or cancelled or forfeited; or (4) the Corporation is appointing a new Resident Agent and the shares will be custodied by the same. X. GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed in accordance with Panamanian Law. Each of the parties hereto irrevocably agrees that the courts of Panamanian Law shall have exclusive jurisdiction to hear and determine any suit action or proceeding and to settle any disputes which may arise out of or in connection with this Agreement, and for such purposes irrevocably submits to the jurisdiction of such courts. AS WITNESS the hands of the parties hereto or their respective duly authorised representatives the day and year first above written SIGNED by ) for and on behalf of ) in the presence of: ) SIGNED by ) for and on behalf of ) ) in the presence of:- ) 5