12 Month

Deferred Payments

UCC1 Enhancement Program

Agreement Example

IMPORTANT NOTICE:
This sample agreement is provided for informational and illustrative purposes only to demonstrate the general structure of a potential private project participation arrangement with Bluhe Shire Trust. It is not legal advice, does not constitute a public offering, and does not create a binding agreement unless replaced by fully executed transactional documents reviewed by qualified legal counsel.

This Project Funding & Participation Agreement

(“Agreement”) is entered into between:

Bluhe Shire Trust (“Manager” or “Trust”)
and
Approved Client / Project Entity (“Client”)

1. PURPOSE

The purpose of this Agreement is to establish the framework under which Bluhe Shire Trust may participate in the management, coordination, structuring, underwriting, administration, and facilitation of project funding for an approved commercial transaction, development, acquisition, infrastructure project, or private commercial venture.

2. PROJECT STRUCTURE

The parties agree that the transaction may be structured through one or more of the following:

• Special Purpose Vehicle (“SPV”)
• Joint Venture (“JV”)
• Project Company
• Private Contractual Structure
• Other approved lawful commercial entity

Final structure shall be determined after underwriting, compliance review, jurisdictional analysis, and banking confirmation.

3. FUNDING PARAMETERS

Subject to underwriting approval, banking acceptance, compliance verification, and execution readiness:

• Maximum funding amount: Up to USD $1,000,000,000
• Estimated processing timeline: 30–45 days depending on jurisdiction and banking pathway
• Delivery mechanism may include MT103 GPI or other approved bank-to-bank transmission methods
• Funding remains subject to receiving bank acceptance and compliance clearance

Bluhe Shire Trust does not guarantee approval, funding, timing, or bank acceptance.

4. APPLICATION & UNDERWRITING FEES

4.1 Pre-Underwriting Option

Client may request preliminary underwriting review for a fee of USD $10,000.

This preliminary review may include:

• Project analysis
• Structural viability review
• Preliminary PGL preparation
• Preliminary PAMA preparation
• Initial compliance assessment

Payment of the pre-underwriting fee does not guarantee approval or funding.

4.2 Full Application Fee

Client may proceed with a full project application by payment of a USD $215,000 application and administration fee.

This fee may include:

• Transaction coordination
• Banking preparation
• Compliance administration
• Documentation review
• Structuring services
• Project onboarding
• SWIFT coordination support
• Legal and operational administration

All fees are earned for services rendered and administrative work performed.

4.3 International Banking Compliance Fees

Client acknowledges that certain transactions may require additional international banking compliance procedures depending on jurisdiction, transaction size, receiving institution requirements, correspondent banking pathways, and regulatory review.

Such procedures may include:

• International AML/KYC verification
• Enhanced Due Diligence (“EDD”)
• Cross-border compliance review
• Banking compliance coordination
• Correspondent bank review
• Transaction monitoring preparation
• Source-of-funds and source-of-wealth verification
• SWIFT compliance preparation
• Regulatory documentation support
• Legal and banking administrative coordination

Any costs associated with these procedures shall be categorized as “Other Fees” and may be invoiced separately from the standard application fee where required by the transaction structure or participating institutions.

Client acknowledges that international banking compliance requirements may vary by jurisdiction and may impact processing timelines, banking acceptance, or transaction execution.

Payment of compliance-related fees does not constitute or guarantee approval, funding, bank acceptance, or transaction completion.

5. EQUITY PARTICIPATION

As consideration for participation, structuring, management, and project facilitation, Bluhe Shire Trust shall receive a 33% equity participation interest or equivalent economic participation in the approved project structure.

Participation rights may be documented through:

• Equity certificates
• Membership interests
• JV participation rights
• Profit participation rights
• SPV ownership allocations
• Contractual economic participation

6. OPTIONAL BUYOUT PROVISION

Client may elect to repurchase Bluhe Shire Trust’s participation interest under mutually agreed terms.

Unless otherwise modified in writing:

• Buyout may occur after funding completion
• Deferred payment structures of up to 12 months may be approved
• Buyout amount shall equal the agreed participation value plus an additional 5%

7. RECEIVING BANK RESPONSIBILITY

Client is solely responsible for ensuring that its receiving bank:

• Is capable of receiving international SWIFT communications
• Can receive MT103 GPI or equivalent transmissions
• Maintains required compliance procedures
• Accepts responsibility for incoming transactions

Bluhe Shire Trust is not responsible for receiving bank delays, refusals, freezes, internal reviews, correspondent banking issues, or jurisdictional restrictions.

8. COMPLIANCE & AML

All transactions are subject to:

• AML verification
• KYC review
• Sanctions screening
• Source-of-funds review
• Jurisdictional compliance
• Banking partner approval

Bluhe Shire Trust reserves the right to decline any transaction at its sole discretion.

9. NO GUARANTEE

Client acknowledges that:

• Bluhe Shire Trust guarantees its own contractual performance obligations and transaction coordination responsibilities.
• Final execution and settlement remain subject solely to banking acceptance, compliance review, and international financial system such as BIS, IMF and ECB processing outside the control of Bluhe Shire Trust.

10. PRIVATE CONTRACTUAL RELATIONSHIP

This Agreement constitutes a private contractual arrangement between the parties and is not intended as:

• A public securities offering
• A solicitation for deposits
• Consumer lending
• Retail investment advice
• A guarantee of profits or returns

11. GOVERNING PRINCIPLES

The parties acknowledge that this transaction is intended to operate through private contractual rights, lawful commerce, and freedom of contract principles recognized under applicable law.

ARTICLE I, SECTION 10 — UNITED STATES CONSTITUTION

The parties affirm their intent to operate through lawful private contract, mutual consent, and voluntary commercial agreement consistent with applicable law and constitutional protections relating to contractual obligations.

SIGNATURES

The parties acknowledge that they have reviewed and understood the general structure and principles outlined in this sample agreement.

BLUHE / CLIENT / PROJECT ENTITY

Authorized Representative: ________________________

Title: ________________________

Signature: ________________________

Date: ________________________

WEBSITE DISCLAIMER

This sample agreement is provided solely as an illustrative example of a potential private transaction structure. Final transactional documents must be separately negotiated, reviewed by qualified legal counsel, and fully executed by all parties before any binding obligations arise.

Questions and Answers

Ready To Begin?

Bluhe Shire Trust works with qualified clients, institutional partners, project developers, and intermediaries seeking structured  solutions through private banking relationships and coordinated trade finance procedures.

Whether you require credit or balance sheet structure, our team will review your transaction requirements, receiving bank capability, and compliance readiness prior to onboarding.