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MAXXAPTC1947 / AL2
INVESTMENT AGREEMENT ALLIANCE LITE 2
NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants
contained in this Agreement, and for the other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
ARTICLE I. SUBJECT AND PURPOSE OF AGREEMENT
NOTICE: This document and all attachments are confidential and privileged information intended for the sole use of the recipient(s). Any
viewing, copying, distribution of, or reliance on this document by unintended recipients is strictly prohibited. If you have received this
document in error, please notify the author. Any unauthorized copying, disclosure or distribution of this material is strictly forbidden
without express written permission by the author
Page 1
PRIVATE INVESTMENT AGREEMENT NO. MAXXAPTC1947 / AL2
INVESTMENT AGREEMENT ALLIANCE LITE 2
1. Under this Agreement Parties have agreed that INVESTOR agrees to invest by Alliance Lite2 €
49,000,000.00 (FORTY NINE MILLION EURO) to the above-named Project Provider.
2. Investment tranches agreed additionally for the purpose specified in the item 2.1 of the present
Agreement, and PROJECT PROVIDER irrevocably agrees to receive and accept Investment and
utilize it according to the purposes specified in the item 2.1. of present Agreement. Wherein
PROJECT PROVIDER performs each payment only after consultation with the INVESTOR, which
is confirmed in writing to the INVESTOR certified by an original signature and seal and
transferred PROJECT PROVIDER scandium copy of the additional agreement with the agreed E-
mail address or direct INVESTOR representatives on paper.
3. Places of Business - As the PROJECT PROVIDER may locate its place or places of business at any
place or places as he may from time to time determine and identify to the Investor. The initial
places of business shall be at its principal office location.
4. PROJECT PROVIDER shall have full power and authority to supervise and direct the Investment
Funds, including the power and authority to effect transactions in any project, construction,
research, technology, infrastructure and others after consultation with INVESTOR.
INVESTOR hereby irrevocably agrees to transfer the aggregate sum of € 49,000,000.00 (EURO FORTY
NINE MILLION) in transfers:
INVESTOR’s BANK DETAILS
1 COMPANY NAME
2 BANK NAME
3 BANK ADDRESS
4 ACCOUNT NAME
5 ACCOUNT/IBAN NR.
6 SWIFT CODE
1. The Investment TRANSFERS to be determined by the Parties mutual agreement, and the
tranches of the Investment Funds to be transferred to the PROJECT PROVIDER bank accounts
details designated herein.
3. These amounts to be transferred in agreed wires and time of transfer of each transfer has to be
agreed via Alliance Lite2.
4. After receipt of the TRANSFER the EUR amount should be retransferred within three (3) banking
days.
NOTICE: This document and all attachments are confidential and privileged information intended for the sole use of the recipient(s). Any
viewing, copying, distribution of, or reliance on this document by unintended recipients is strictly prohibited. If you have received this
document in error, please notify the author. Any unauthorized copying, disclosure or distribution of this material is strictly forbidden
without express written permission by the author
Page 2
PRIVATE INVESTMENT AGREEMENT NO. MAXXAPTC1947 / AL2
INVESTMENT AGREEMENT ALLIANCE LITE 2
5. Each transfer of Investment under the present Agreement will be transferred to the below
stated bank accounts of the PROJECT PROVIDER via Alliance Lite2 wire transfer from the
Investor’s bank.
1. Financing and implementation of each via Alliance Lite2 rate INVESTOR´s Projects will be agreed
and accepted by the Parties in writing as an addition to the present contract.
2. After each transfer of funds into via Alliance Lite2 rate INVESTOR´s Projects, the PROJECT
PROVIDER immediately provides a copy statement of his account to the INVESTOR in order to
verify the acceptance of the funds for the investment.
NOTICE: This document and all attachments are confidential and privileged information intended for the sole use of the recipient(s). Any
viewing, copying, distribution of, or reliance on this document by unintended recipients is strictly prohibited. If you have received this
document in error, please notify the author. Any unauthorized copying, disclosure or distribution of this material is strictly forbidden
without express written permission by the author
Page 3
PRIVATE INVESTMENT AGREEMENT NO. MAXXAPTC1947 / AL2
INVESTMENT AGREEMENT ALLIANCE LITE 2
e) Subject to the other terms of this Agreement, the business and affairs of the Project shall be
managed solely and exclusively by the PROJECT PROVIDER which represents and warrants
that it is not deemed a “professional financial advisor” as defined under the Investment
Advisors Act of 1940 of the United States of America, as amended, or as defined by the
laws, rules, and regulations of any other country or jurisdiction.
f) At INVESTOR’s request, PROJECT PROVIDER will provide, or instruct its affiliates to provide,
reports as to the status of the Investment Funds and Service. INVESTOR hereby
acknowledges and agrees that PROJECT PROVIDER will not be responsible for the accuracy
of any information disclosed in any such report which may be provided by a third party.
ARTICLE 6. CONFIDENTIALITY
1. General. It is expected that the Parties shall disclose to each other during the Term of this
Agreement certain information which is confidential or proprietary and which may include
technology, products, trade secrets, processes, programs, technical know-how, customers,
distributors, costs, pricing, business operations and other business information ("Proprietary
Information"). All Proprietary Information owned solely by either Party, any Joint Venture or any
Subsidiary and disclosed to any Party shall remain solely the property of the disclosing Party, and
its confidentiality shall be maintained and protected by the party to whom the information was
disclosed with the same degree of care used to protect its own Proprietary Information of a
similar nature; provided, however, that
NOTICE: This document and all attachments are confidential and privileged information intended for the sole use of the recipient(s). Any
viewing, copying, distribution of, or reliance on this document by unintended recipients is strictly prohibited. If you have received this
document in error, please notify the author. Any unauthorized copying, disclosure or distribution of this material is strictly forbidden
without express written permission by the author
Page 4
PRIVATE INVESTMENT AGREEMENT NO. MAXXAPTC1947 / AL2
INVESTMENT AGREEMENT ALLIANCE LITE 2
i. Investment Project(s) shall be deemed the property of the Joint Ventures or Subsidiaries
as determined by the PROJECT PROVIDER in its sole discretion unless this Agreement has
been terminated,
ii. Investment Project (s) that are no longer Active shall be deemed the property of the
PROJECT PROVIDER, and
iii. client lists, financial and analytical models, processes and procedures utilized or developed
by Investment Project in connection with the business of the Investment, any Joint
Venture or any Subsidiary shall be deemed the property of the PROJECT PROVIDER, but
only to the extent they are different than the client lists, models, processes and
procedures currently used by the INVESTOR and/or its affiliates.
2. No Proprietary Information owned solely by one party shall be used by any Party except in
furtherance of the terms and provisions of this Agreement. Except to the extent permitted
under this Agreement or as required by law or court order, the parties shall in all circumstances
exercise reasonable care not to allow to be published or disclosed the other party's Information
to any third party. Each party shall advise its employees to whom the other party's or the
Subsidiaries' or Joint Ventures' Proprietary Information is disclosed of these obligations of
confidentiality.
3. The parties agree that the following information shall not constitute Proprietary Information
under this Agreement:
i. information available from public sources at any time before or after it is disclosed to a
party hereto by the other party hereto;
ii. information obtained from a third party who obtained such information, directly or
indirectly, from a party other than a party to this Agreement; and
iii. information independently developed by the party against whom enforcement of this
provision is sought without the use of information provided by the party seeking such
enforcement.
4. Notwithstanding any provision of this Agreement to the contrary, any person (and each
employee, representative, or other agent of such person) may disclose to any and all other
persons, without limitation of any kind,
i. the tax treatment and tax structure of any transaction contemplated or consummated
pursuant to this Agreement,
ii. all materials of any kind (including any opinions or other tax analysis) that are provided to
such person relating to the tax treatment and tax structure of any such transaction and
iii. any information required to be disclosed or obtained by law or court order.
NOTICE: This document and all attachments are confidential and privileged information intended for the sole use of the recipient(s). Any
viewing, copying, distribution of, or reliance on this document by unintended recipients is strictly prohibited. If you have received this
document in error, please notify the author. Any unauthorized copying, disclosure or distribution of this material is strictly forbidden
without express written permission by the author
Page 5
PRIVATE INVESTMENT AGREEMENT NO. MAXXAPTC1947 / AL2
INVESTMENT AGREEMENT ALLIANCE LITE 2
4. No Conflict. The execution and delivery of this Agreement by it and the consummation of the
transactions contemplated hereby by it do not conflict with or contravene the provisions of its
organizational documents or any agreement or instrument by which it or its properties or assets
are bound or any law, rule, regulation, order or decree to which it or its properties or assets are
subject.
5. Legal Advice. The Parties have been afforded the opportunity to seek and rely upon the advice
of their respective attorneys, accountants or other professional advisors in connection with the
execution of this Agreement.
ARTICLE 9. MISCELLANEOUS
1. Notice(s). Any modifications, amendments, addendums or follow on contracts must be executed
by the Parties respectively. When signed and referenced to this Agreement, whether received by
mail or facsimile transmission as all and any facsimile or photocopies certified as true copies of
the originals by both Parties hereto shall be considered as an original, both legally binding and
enforceable for the term of this Agreement.
2. Specific Performance; Other Rights. The Parties recognize that the rights granted under this
Agreement are unique and, accordingly, the Parties shall, in addition to such other remedies as
may be available to them at law or in equity, have the right to enforce their rights under this
Agreement by actions for injunctive relief and specific performance.
3. Prior Agreements; Construction; Entire Agreement. This Agreement, including the Exhibits and
other documents referred to herein (which form a part hereof), constitutes the entire
NOTICE: This document and all attachments are confidential and privileged information intended for the sole use of the recipient(s). Any
viewing, copying, distribution of, or reliance on this document by unintended recipients is strictly prohibited. If you have received this
document in error, please notify the author. Any unauthorized copying, disclosure or distribution of this material is strictly forbidden
without express written permission by the author
Page 6
PRIVATE INVESTMENT AGREEMENT NO. MAXXAPTC1947 / AL2
INVESTMENT AGREEMENT ALLIANCE LITE 2
agreement between the Parties with respect to the subject matter hereof, and supersedes all
prior agreements and understandings between them as to such subject matter and all such prior
agreements and understandings are merged herein and shall not survive the execution and
delivery hereof.
4. Amendments. This Agreement may not be amended, altered or modified except (i) upon the
unanimous by instrument in writing and signed by each of the Parties.
5. Severability. If any provision of this Agreement shall be held or deemed by a final order of a
competent authority to be invalid, inoperative or unenforceable, such circumstance shall not
have the effect of rendering any other provision or provisions herein contained invalid,
inoperative or unenforceable, at which point, this Agreement shall be construed as if such
invalid, inoperative or unenforceable provision had never been contained herein so as to give full
force and effect to the remaining terms and provisions herein.
6. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall
be considered one and the same agreement, and shall become effective when one or more such
counterparts have been signed by each of the parties and delivered to each of the other parties.
7. Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance
with the laws of jurisdiction of the countries where this transaction is effectuated, and any
dispute is to be resolved under the ICC rules for arbitration.
8. Waiver of Jury Trial. The Parties hereby irrevocably and unconditionally waive trial by Jury in any
legal action or proceeding relating to this Agreement and for any counterclaim therein.
9. Arbitration. Every attempt shall be made to resolve disputes arising from unintended or
inadvertent violation of this contractual agreement as far as possible amicably. In the event that
adjudication is required local legal process shall be preceded with and the Parties hereby agree
to arbitration in Zurich, Switzerland or Dortmund, in Milan, Italy and the decision of which the
Parties shall consider to be final and binding.
10. No Rights of Third Parties. (i) This Agreement is made solely and specifically between and for
the benefit of the Parties hereto and their respective members, successors and assigns subject
to the express provisions hereof relating to successors and assigns, and (ii) no other Person
whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits
under or on account of this Agreement as a third party beneficiary or otherwise.
11. Survival. The covenants contained in this Agreement which, by their terms, require performance
after the expiration or termination of this Agreement shall be enforceable notwithstanding the
expiration or other termination of this Agreement.
12. Headings. Headings are included solely for convenience of reference and if there is any conflict
between headings and the text of this Agreement, the text shall control.
13. Currency. Any exchange of funds between the Parties shall be made in currency of the European
Union (Euros). In addition, all calculations pursuant to this Agreement and any Joint Venture
Agreement shall be based on ICC regulations in Paris.
WHEREOF, the Parties hereto agree to all of the terms and conditions of this Agreement and in
acknowledgement thereof have set their hands on the date first written above.
NOTICE: This document and all attachments are confidential and privileged information intended for the sole use of the recipient(s). Any
viewing, copying, distribution of, or reliance on this document by unintended recipients is strictly prohibited. If you have received this
document in error, please notify the author. Any unauthorized copying, disclosure or distribution of this material is strictly forbidden
without express written permission by the author
Page 7
PRIVATE INVESTMENT AGREEMENT NO. MAXXAPTC1947 / AL2
INVESTMENT AGREEMENT ALLIANCE LITE 2
SIGNATURES PAGE
Party-A INVESTOR representative:
__________________________________________________________________
Date Signed :
Company :
Director :
Passport № :
DATE OF ISSUE:
EXPIRY DATE:
__________________________________________________________________
Date Signed : 28 June 2019
Company :
Director :
Passport № :
DATE OF ISSUE:
EXPIRY DATE:
NOTICE: This document and all attachments are confidential and privileged information intended for the sole use of the recipient(s). Any
viewing, copying, distribution of, or reliance on this document by unintended recipients is strictly prohibited. If you have received this
document in error, please notify the author. Any unauthorized copying, disclosure or distribution of this material is strictly forbidden
without express written permission by the author
Page 8
PRIVATE INVESTMENT AGREEMENT NO. MAXXAPTC1947 / AL2
INVESTMENT AGREEMENT ALLIANCE LITE 2
NOTICE: This document and all attachments are confidential and privileged information intended for the sole use of the recipient(s). Any
viewing, copying, distribution of, or reliance on this document by unintended recipients is strictly prohibited. If you have received this
document in error, please notify the author. Any unauthorized copying, disclosure or distribution of this material is strictly forbidden
without express written permission by the author
Page 9
PRIVATE INVESTMENT AGREEMENT NO. MAXXAPTC1947 / AL2
INVESTMENT AGREEMENT ALLIANCE LITE 2
NOTICE: This document and all attachments are confidential and privileged information intended for the sole use of the recipient(s). Any
viewing, copying, distribution of, or reliance on this document by unintended recipients is strictly prohibited. If you have received this
document in error, please notify the author. Any unauthorized copying, disclosure or distribution of this material is strictly forbidden
without express written permission by the author
Page 10
PRIVATE INVESTMENT AGREEMENT NO. MAXXAPTC1947 / AL2
INVESTMENT AGREEMENT ALLIANCE LITE 2
A) The wire transfer is based upon the SWIFT ALLIANCE icloud interface.
B) The relevant 30-digits, alpha-numeric Transaction Reference Number ("TRN") - readable at field 20
in a standard swift MT103 scheme - is visible within the GLOBAL SWIFT INTERNATIONAL PLATFORM
and the funds transferred can be tracked therein.
C) the funds delivered to the Receiver of record by means of the wire transfer are cleared, clean,
immediately available after completion of the download and tightly linked to the already mentioned
TRN.
DOWNLOADING PROCEDURES
1) The receiving Bank Officer shall enter into Global Swift International to verify peripherally the
transaction and track the funds whose total amount is stated in the swift copy provided to the
Receiver via the TRN associated with the wire transfer.
2) After successful tracking of the funds in Global Swift International, the designated 12th level+
Bank Officer must log in to the Swift Alliance interface (regardless of whether the available
release is Lite 2/7.2/7.2.5) by inputting his own PIN which has to be re-inputted afterwards before
exiting the interface, once the download procedure has been concluded.
3) Through the Swift Alliance interface, the designated bank officer will be able to and shall move
the funds to the receiver's specific bank account identified in the swift copy.
4) As a matter of fact, a compelling requirement to accomplish the download of the funds and
position them onto the receiver's bank account, is that the authorized bank officer has
previously and successfully verified that the TRN, the receiver's account number and the wire
transfer tracked within Global Swift International are tightly inter-linked with one another.
5) After the system' s positive response, and before inputting his PIN again as per point 2) above to
exit the Swift Alliance interface, the Receiver's Bank Officer must obviously make sure that the
inter-bank compensation has properly occurred.
6) Subject to the successful tracking of the funds beforehand, the inter-bank compensation is fully
automatic in case the available Swift Alliance' s release is "7.2.5", while it has to be carried out
somehow "manually" in case the releases in use are "Lite 2" or "7.2".
7) After successful verification and tracking of the funds within Global Swift International, the BO in
charge, as long as the Swift Alliance release in use at the downloading bank is “7.2.5” should not
move the funds to the common account at all and simply position their amount straight onto the
receiver's bank account through the Alliance interface, which is, inherently auto-compensating.
8) The positioning of the cash amount from the receiving bank's common account to the receiver's
account must in any case be carried out "manually".
NOTICE: This document and all attachments are confidential and privileged information intended for the sole use of the recipient(s). Any
viewing, copying, distribution of, or reliance on this document by unintended recipients is strictly prohibited. If you have received this
document in error, please notify the author. Any unauthorized copying, disclosure or distribution of this material is strictly forbidden
without express written permission by the author
Page 11
PRIVATE INVESTMENT AGREEMENT NO. MAXXAPTC1947 / AL2
INVESTMENT AGREEMENT ALLIANCE LITE 2
9) The Bank Officer should not quit the Swift Alliance interface before allocating and positioning
the cash amount to the receiver's bank account, otherwise the TRN may lose its connection with
the associated funds then becoming utterly useless.
10) Also, to make sure the BO may enjoy the highest chances for concluding the transaction
successfully, he should track the funds peripherally in Global Swift and input them to the
receiver's bank account through Alliance 7.2.5 on the same day and almost without any break
between the two operational stages.
EVIDENCE OF THE DOWNLOADING WILL BE PROVIDED ON THE DAY IN WHICH IT HAS BEEN
ACCOMPLISHED AND WILL BE SENT TO THE INVESTOR CONFIRMING THAT THE AGREED PAYMENTS
WILL BE MADE WITHIN (72) HOURS.
NOTICE: This document and all attachments are confidential and privileged information intended for the sole use of the recipient(s). Any
viewing, copying, distribution of, or reliance on this document by unintended recipients is strictly prohibited. If you have received this
document in error, please notify the author. Any unauthorized copying, disclosure or distribution of this material is strictly forbidden
without express written permission by the author
Page 12
PRIVATE INVESTMENT AGREEMENT NO. MAXXAPTC1947 / AL2
INVESTMENT AGREEMENT ALLIANCE LITE 2
This IMDPA shall remain in effect until this transaction, including any renewals, extensions and
additions are fully completed.
ARBITRATION: All disputes and questions whatsoever which arises between the Investor, Receiver
and/or Beneficiaries/Project Developers to this Agreement and touching on this IMDPA on the
construction or application thereof or any account cost, liability to be made hereunder or as to any
act or way relating to this Agreement, shall be settled by the arbitration in accordance with the
arbitration laws of the ICC.
This IMDPA contains the entire agreement and understanding concerning the subject matter hereof
and supersedes and replaces all prior negotiations and proposed agreements, written or oral.
Neither of the Parties may alter, amend, nor modify this IMDPA, except by an instrument in writing
signed by both Parties and recipients of funds. This IMDPA will be governed by and construed in
accordance with the laws of United Kingdom. In the event that either Party and/or Recipient(s) of
funds shall be required to bring any legal actions against the Payer in order to enforce any of the
terms of this IMDPA the prevailing party shall be entitled to recover reasonable attorney fees and
costs.
This IMDPA, if transmitted by facsimile or electronic mail, shall be considered an original, legally
enforceable document. Generally recognized International Standards of Non-Circumvention & Non-
Disclosure (NC/ND) are applicable for a period of Five (5) Years from the date of this document or the
last date of the contract, including any renewals, extensions and additions that are fully
completed/signed/sealed and we agree to respect those.
Parties to this IMDPA are independent contractors and all contemplated payments and/or
disbursements hereunder are divided interests. Nothing in this IMDPA construes or creates a
NOTICE: This document and all attachments are confidential and privileged information intended for the sole use of the recipient(s). Any
viewing, copying, distribution of, or reliance on this document by unintended recipients is strictly prohibited. If you have received this
document in error, please notify the author. Any unauthorized copying, disclosure or distribution of this material is strictly forbidden
without express written permission by the author
Page 13
PRIVATE INVESTMENT AGREEMENT NO. MAXXAPTC1947 / AL2
INVESTMENT AGREEMENT ALLIANCE LITE 2
We as receiver are ready to make the payout to sender and to all beneficiaries within 3-6 banking
days without any reason or problems. Each beneficiary recipient will be asked to issue the
corresponding payment invoice for the services provided, justifying the receipt of the received fees.
This irrevocable Pay Order/IMDPA, will come into effect within 24 (twenty-four) hours after both
parties have executed the agreement and only after the investor’s bank have made the related
transfer of investment funds to receiver’s/payor’s bank common account.
All swift mt103 wire transfers will be made in euro currency and shall include this special message:
“urgent, the same day value and credit”, as per the agreed terms and conditions in this agreement
and IMDPA, which banking coordinates are as follows:
BANKING INSTRUCTIONS:
ONCE RECEIVED THE FUNDS FROM THE INVESTOR´S BANK, THE PAYER MUST TRANSFER THE 70 %
OF TOTAL AMOUNT AND EACH TRANCHE TO INVESTOR SENDER SIDE TO HIS NOMINATED BANK
ACCOUNTS AND/OR OPENING NEW ACCOUNT AT INVESTOR´S NAME NOMINATED AS FOLLOWS:
**N/B: The Beneficiaries reserves the right to substitute his banking accounts for another, reporting
to payer with at least 24 banking hours before each payment.
This IMDPA is legally binding on all parties hereto, their principals, employees, representatives,
agents and assigns in all countries of the world, and is non-separable/integral part of the above
referenced Agreement: Between Receiver and INVESTOR. This IMDPA shall be lodged into both
transaction banks together with the Contract, and a copy of it will be forwarded to each coordinating
Master Paymaster by email.
I, the undersigned, hereinafter referred to as the “Payer AGREE TO THE PRESENT IRREVOCABLE
MASTER DISBURSEMENT & PAYMENT AGREEMENT (IMDPA) IN ITS ENTIRETY. This IMDPA, once
executed by both Parties, will become effective as of the date first written above. And any official
notice(s) exchanged by the parties hereto, shall be sent to the first mentioned address(s) and/or e-
mail addresses provided herein or as may be attached by addenda here to. A facsimile or
electronically transmitted copy of duly signed Agreement and IMDPA by both Parties shall be
deemed original
“ACCEPTED AND AGREED WITHOUT CHANGE” Electronic signature is valid and accepted as hand
signature EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
NOTICE: This document and all attachments are confidential and privileged information intended for the sole use of the recipient(s). Any
viewing, copying, distribution of, or reliance on this document by unintended recipients is strictly prohibited. If you have received this
document in error, please notify the author. Any unauthorized copying, disclosure or distribution of this material is strictly forbidden
without express written permission by the author
Page 14
PRIVATE INVESTMENT AGREEMENT NO. MAXXAPTC1947 / AL2
INVESTMENT AGREEMENT ALLIANCE LITE 2
EDT (Electronic Document Transmissions) shall be deemed valid and enforceable in respect of any
provisions of this Contract. As applicable, this agreement shall be:-
Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act’’ or
such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001)
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United
Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
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 instrument.
NOTICE: This document and all attachments are confidential and privileged information intended for the sole use of the recipient(s). Any
viewing, copying, distribution of, or reliance on this document by unintended recipients is strictly prohibited. If you have received this
document in error, please notify the author. Any unauthorized copying, disclosure or distribution of this material is strictly forbidden
without express written permission by the author
Page 15