SALE AND PURCHASE AGREEMENT # S.P.

-14-2017
(hereinafter referred to as the Agreement)
May..............

I.., Date of Birth: ., Passport Number:

.., Country of Issuance: .., Date of Issue: ..,
Date of Expiry: ., as the Seller, on the one side,
and

Mr. __, Date of Birth: ____ ___, 19__, Passport Number: ___, Country of Issuance: ___, Date of
Issue: ___, Date of Expiry: ___, residence: _____, hereinafter referred to as the Buyer, on the
other side,

both of them collectively further in this Agreement called Parties and separately each of them to be
called Party, having all necessary power and authority, and acting according to the existing laws,
herby concluded the present Agreement, as follows:

1 Subject of the Agreement

1.1. In accordance with the conditions of this Agreement, the Seller undertakes to transfer to the Buyer the
rights of the HOLDER over the assets, indicated below and the Buyer undertakes to pay the price, agreed by
the Parties under this Agreement and to accept the transfer of the rights of the HOLDER over the indicated
assets.
1.2. The list of the Assets:
Number Chinese Historical Bonds being 20 Government of the Chinese Republic Lung-
Tsing-U-Hai Railway Bonds, Gold Loan of 1913 with Pass Co the number of the bonds to be
indicated in Annex 2 to this Agreement (hereinafter referred to as the Assets).
2. Price of the Agreement and the payments
2.1 The purchase price of the Agreement on the transfer of the rights of the HOLDER over the Assets,
indicated above, and the transfer of the title and interests related to the Assets, is indicated by the Parties in
US Dollars and it is agreed by the parties to be of . US Dollars per One (1) 20 Government of the
Chinese Republic Lung-Tsing-U-Hai Railway Bond, Gold Loan of 1913 with Pass Co, indicated above, less
Twenty Percent (20%) commission. The total price for.. Chinese Historical Bonds being 20
Government of the Chinese Republic Lung-Tsing-U-Hai Railway Bonds, Gold Loan of 1913 with Pass Co
.. US Dollars, less Twenty Percent (20%) commission (hereinafter - the Purchase Price).
2.2. The Buyer agrees and undertakes to make an payment in full US
Dollars, less Twenty Percent (20%) commission after this Agreement is signed by the Parties, before
the transfer of the rights of the HOLDER over the Assets, and the transfer of the title and interests
related to the Assets, indicated above, is done, but not later than May..

2.3. Transfer of the rights of the HOLDER/OWNER over the Assets, indicated above will take place
at the signing by the Parties of the TRANSFER AND ACCEPTANCE ACT, which might take place
any moment, after this Agreement is signed. The Parties agree that the transfer of the rights of the
HOLDER over the Assets, indicated above, will be done after the transfer of the Purchase Price on
this Agreement in full by the Buyer to the account of the Seller. As soon as the TRANSFER AND
ACCEPTANCE ACT signed, the Seller will transfer the Assets to the Buyer or his designee.
2.4. The Parties agree and accept that the Buyer will order to the transaction bank to open accounts
in the same bank to the Seller and his representative and the Sellers representative will have the right
to dispose and manage the account of the Seller. The transfer of the Purchase price will be done from
the account of the Buyer to the account of the Seller within the same bank.
3. Procedure
3.1. The Parties will sign the Agreement in four (4) hard copies.
3.2. THE SELLER will provide THE BUYER full package of documents for the assets, indicated
above.
3.3. THE BUYER organizes the verification and authentication of the assets, indicated above -
INITIAL AUTHENTICATION OF THE BOND NUMBERS AND THIRD PARTY AUTHENTICATION
REPORTS WILL BE COMPLETED BY CHINESE AUTHORITIES and FULL AUTHENTICATION (ACID
PAPER TESTING) OF ALL ASSETS LISTED ON THE SKR. ANY ASSET THAT DOES NOT PASS
AUTHENTICATION WILL BE RETURNED TO THE BONDHOLDER.

3.4. THE BUYER makes the payment in full US Dollars, less Twenty
Percent (20%) commission to the account, specified by the Seller, not later than
May
3.5. THE SELLER transfers to THE BUYER the rights of the HOLDER over the Assets, and of all
rights, title and interests over the Assets, indicated above, therein to THE BUYER and the Parties will
sign the TRANSFER AND ACCEPTANCE ACT, which might take place any moment, after this
Agreement is signed, but not before the payment is done in full.

3.6. If required, the asset, indicated above, is transferred to the other Security House, indicated by
the Buyer.
3.7. The new SKRs for the assets, indicated above, is issued on the name of the Buyer by the
security house.

4. Quality and quantity control of the Assets

4.1. The Assets shall conform to provisions of Article 1.2. of this Agreement.
4.2. All claims in regard to the conformity of the Assets must be presented within 10 (ten) business
days of receipt of the Assets.

5. List of supporting documents

5.1. The Assets shall be delivered by the Seller to the Buyer with the following supporting
documents:
Full package of documents
CIS OF THE SELLER
CIS OF THE BUYER
PASSPORT COPY OF THE SELLER
PASSPORT COPY OF THE BUYER

6. Special conditions and confidentiality

6.1 None of the Parties has no right without the prior written consent of the other Party to disclose
any information about the existence of the present Agreement, as well as about terms and conditions
hereof. The Parties acknowledge that, in some exceptional cases, particularly, at the request of the
appropriate competent services, they have the right to disclose the information hereof, notifying the
other Party about this case in writing.

7. Responsibility of the Parties

7.1. In case one of the Parties fails to fulfill the responsibilities, undertaken by that Party under the
this Agreement, the Party that failed unconditionally agrees to compensate the affected Party for all
damages, direct and indirect expenses, and to pay penal sanctions calculated on the basis of 0.1%
(zero point one percent) per day but not less than 5% (five percent) of the Purchase Price.

8. Governing Law; Dispute Resolution

8.1. This Agreement shall be governed by, and interpreted under the applicable Laws of the Russian
Federation.
8.2. Any difference or dispute arising out of or in connection with the terms of this Agreement shall,
as far as possible, be settled amicably. Failing an amicable settlement within two (2) weeks of written
notification by one Party to the other, such dispute shall be settled by arbitration, under UNCITRAL
Rules.

8.3. The arbitral award shall be final and binding on the Parties from the date it is made and
judgment upon any award may be entered in any court, having effective jurisdiction.

9. Force- majeure
9.1. The Parties shall be released from liability for failure to perform or improper performance of
their obligations hereunder if such non-performance occurred due to the force majeure
circumstances, in accordance with the terms and order stipulated by the Resolution of the
International Chamber of Commerce, Paris, ICC-500/I600.

10. Validity
10.1. The present Agreement shall come into force after it is signed by both Parties and shall remain
valid until May..
10.2. In the case the Buyer breaks the provisions of the article 2.2., this will bring the cancelation of
this Agreement.
10.3. In the case the Buyer breaks the provisions of the article 2.4., this will bring the resignation of
this Agreement and any advanced payments, done by the Buyer, will not be refunded, as well as any
other costs, supported by the Buyer under this Agreement.

11. Miscellaneous
11.1. After signing of this Agreement, all previous negotiation and correspondences shall be
considered null and void.
11.2. Any alterations and additions to the present Agreement shall be valid only if they are made in
writing and signed by the authorized persons of both the Parties.
11.3. The Agreement has been executed in two authentic versions - in English and in Russian, basic
language being Russian, in four (4) copies with equal legal force one copy for each Party and one
copy for the Bank of each Party.