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Possible Dangers of Private Placement Transaction by Exogen

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Possible Dangers of Private Placement Transaction by Exogen

Post  ..journey on Thu Apr 03, 2014 1:33 pm

Possible Dangers of Private Placement Transaction by Exogen at Stage3Alpha

04/03/2014

WHAT ARE THE (POSSIBLE) DANGERS OF PRIVATE PLACEMENT TRANSACTIONS (BE AWARE!!!!)-NDA/CONFIDENTIALITY LANGUAGE INCLUDED (READ IT HERE!!!!)

Posted by EXOGEN on April 3, 2014 at 10:42am (posted at Dinar Recaps)

1. YOU MAY NOT KNOW THE PAYMASTERS

2. THERE MAY BE A P.O.A (POWER OF ATTORNEY) STRUCTURED IN THE CONTRACT SO YOU LOSE CONTROL OF YOUR MONEY)

3. THEY KNOW MANY WILL NOT DO THEIR DUE DILIGENCE ON THE TRANSACTION FACILITATORS

4. MANY WHO SAY THEY HAVE PRIVATE TRANSACTIONS HAVE NOT COMPLETED (1) TRANSACTION

5. THEY KNOW MANY IN IQD LAND WILL TURN OVER MONEY AND HAVE NO ATTORNEYS TO DO DUE DILIGENCE
....


6. YOU LOSE 100% CONTROL OF YOUR MONEY

7. NDA VIOLATION & RECOURSE

8. POTENTIAL CLAWBACK CLAUSES

9. CONVERSION OF YOUR EXCHANGE TO AN INVESTMENT

10. MAY BE REQUIRED TO LEAVE FUNDS IN THE BANK

11. RECOURSE BY HOMELAND SECURITY

12. CONTRACTED FOR FUTURE CONTRACT EDITS, CHANGES, AND REVISIONS TO THE N.D.A & CONTRACTS

13. CONTRACTED FOR TERMS UP TO 10 YEARS

14. YOUR PAYOUT CAN BE STRUCTURED AS AN ANNUITY FOR SET CONTRACT TERM AS DIRECTED BY N.D.A CONTRACT AND AGREEMENT

AND MUCH MUCH MORE!!!!!!!!!!!!!!!!!!!!!!

READ BELOW WHAT PEOPLE WHO ARE NOT IN THE KNOW ARE SIGNING

ASSIGNMENT OF ATTORNEY IN FACT FOR EXCHANGE OF FOREIGN CURRENCY

I, _____________________________, whose address is : ____________________________________________. (city) ____________, (state)_______, appoint XXXXXX of , XXXXX,( residing at XXXXXXXXXXXX,)  as my Agent to act for me in any lawful way with respect to the following subjects:

Whereas,
It Is my intent to, sell, exchange, surrender, assign, redeem, or otherwise transfer any and all units, shares, or notes of foreign currency, specifically Iraqi Dinar, Vietnamese Dong, Indonesian Rupiah and/or Zimbabwe Dollar; whether held by me in hand or in layaway or reserve, private or public, now belonging to me.

Whereas,
XXXXXXXis utilizing his banking (and other) relationships to secure a transaction, whether through direct redemption process or by bank coordinated redemption and to exchange those foreign currencies held by me with an authorized bank or exchange facility, whether public or private, for US Dollars. 

Whereas,
I desire to exchange my foreign currencies, as listed above, through the same channels and as part of the group organized by Larson, and Bishop Larson agrees to furnish to me the appropriate information to establish an exchange appointment or to exchange on my behalf. 

Choice of Law. THIS POWER OF AGENCY WILL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. IT WAS EXECUTED IN THE STATE OF TEXAS AND IS INTENDED TO BE VALID IN ALL JURISDICTIONS OF THE UNITED STATES OF AMERICA AND ALL FOREIGN NATIONS.

I am fully informed as to all the contents of this form and understand the full import of this grant of powers to my Agent.

Signed this _______ day of _______________, 20____


__________________________________________ [Your Signature]




________________________________________________


Attorney in Fact

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

CONFIDENTIAL Page 1 of 5

This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (“Agreement”) is made and entered into as of 27th March,
2014 by the undersigned Participant (“owner”) and the Attorney in Fact.

RECITALS
A. The Participant is the holder of a certain number of certified Iraqi Dinar (“IQD”) which the Participant is interested and willing to exchange in a Private Placement for United States Dollars (“USD”).

B. Because of the private nature of the exchange and other persons who hold IQD and are not a part of the
private exchange and would want the same benefits received by the Participant if aware of the terms of the exchange, it is of the most significance and importance that the terms, conditions, nature and fact of the exchange be confidential and non-disclosed directly or indirectly by Participant.

C. As material consideration for Participant’s involvement in the exchange without which consideration
Participant would not be allowed to participate in such exchange, the Participant represents, warrants and agrees that the Participant will not disclose to anyone except pursuant to the terms of this Agreement, the fact of the exchange, the terms or the exchange, the conditions of the exchange, the names, addresses and/or telephone numbers of the persons facilitating the exchange or any other information of any type or sort whatsoever regarding the exchange.

AGREEMENT
1. For purposes of this Agreement, the Participant agrees as follows:

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below:

“Confidential Information” means any and all information of any kind, nature or description concerning any
matters affecting or relating to the private exchange of IQD to which the Participant is involved and derives economic value, including, but not limited to, the fact of the exchange, the amount of USD derived, the exchange rate, any banks involved, the names, addresses and/or telephone numbers of any persons or entities facilitating the exchange or any other information, circumstance, detail, item and/or data pertaining to, relating to or concerning the exchange.

“Exchange” means a private, confidential transaction cleared by Homeland Security whereby certain approved
persons and/or entities have the privilege to exchange certain IQD for USD.

“Exchange Facilitator” refers to the person or entity identified in this Agreement with the ability to enforce this
Agreement against the Participant and who has been instrumental in the completion of the exchange.

“Participant” refers to the party involved in the exchange either directly or indirectly, personally or on
behalf of any other person or entity, including the Participant’s agents, representatives, assigns, heirs, relatives, spouse, subsidiaries, attorneys, accountants, partners, joint ventures, directors, officers, employees, related entities or any other person and/or entity affiliated in any way with Participant.

Disclosure and Use of Confidential Information.

2. Obligation to Maintain as Confidential and Not Misuse. Participant will keep confidential and will not
directly or indirectly divulge to anyone any Confidential Information relating to the exchange except in accordance with the provisions of this Agreement.


 CONFIDENTIAL Page 2 of 5

Required Disclosures of Confidential Information. In the event that Participant, or its duly authorized
Representatives are requested or required (by oral question, interrogatories, requests for information, documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information regarding the exchange, the Participant will provide prompt notice of such request(s) so that the exchange facilitators may seek an appropriate protective order and/or waive compliance by the Participant with the provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver, the Participant is nonetheless, in the reasonably supported opinion of its counsel, compelled to disclose Confidential Information to any tribunal or else stand potentially liable for contempt or suffer any other censure or penalty, the Participant may disclose such information to such tribunal without liability hereunder; provided that the Participant shall use  its best efforts to obtain, at the request and expense of the Participant an order or other reasonable assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed.

Non-Disclosure to Public. Without the prior written consent of the exchange facilitators and Participant, the parties shall not make any statement, or any public announcement, or any release to trade publications or to the press, or make any statement with respect to the exchange, except as may be necessary, in the reasonably supported opinion of their respective counsel, to comply with the requirements of any law, governmental order or regulation and/or the prior written consent of Participant and the Exchange Facilitator.

Indemnification. The Participant will indemnify, defend and hold harmless the Exchange Facilitator from and
against any and all claims, causes of action, damages, costs or expenses (including reasonable attorneys’ fees) arising out of or related to failure by the Participant or its Representatives to comply fully with the provisions of this Agreement.

Sole Property of Exchange Facilitator


3. The information which is imparted to the Participant either directly or indirectly as a result of the Participant’s
involvement in the exchange will be the sole property of the Exchange Facilitator, including but not limited to,
schedules, budgets, business plans, business operations, identity of contacts, principals, programs, pricing or payment structure, banking contacts or arrangements, contracts, writings, commission structure, etc. including, but not limited to, any derivatives therefrom and proprietary information or otherwise (hereinafter collectively referred to as "proprietary property rights").

Non-Disclosure


4. In recognition of such Confidential Proprietary Information the undersigned hereto pledges to the other that
neither the undersigned nor any corporation and/or divisions, subsidiaries, employees, agents, or consultants with whom the undersigned may come in contact shall disclose any information derived as a result of the Participant’s involvement in the exchange except with the written approval of the Exchange Facilitator first obtained or as otherwise provided herein.

Term


5. It is agreed that this Agreement shall remain in effect for a period of ten (10) years from execution of this
Agreement.

      Breach of Agreement

6. The undersigned, on behalf of the undersigned, and on the behalf of any and all aforesaid personnel, and
entities acknowledges and agrees that the disclosure of any of the Confidential Proprietary Information obtained by the undersigned as a result of the undersigned’s participation in the exchange including, but not limited to, any and all information obtained or derived therefrom, directly or indirectly constitutes a material breach of this Agreement. The undersigned promises and agrees not to engage in any action or activity constituting a breach of this Agreement.


CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

CONFIDENTIAL Page 3 of 5

Injunctive Relief for Breach


7. The remedy at law for breach of this Agreement being inadequate, the Exchange Facilitator shall be entitled,
in addition to such other remedies as the Exchange Facilitator may have to injunctive relief for any breach or threatened
breach of this Agreement without proof of any actual damage that have been or may be caused by such breach.

Homeland Security


8. Participant acknowledges and agrees that Homeland Security will heavily monitor and track the exchange,
receipt of any funds from the exchange and future use of any funds received from the exchange. Participant will not use the funds received from the exchange in any criminal, seditious or other activity of any type or nature whatsoever.  Participant further acknowledges that in the event of the breach of this Agreement or in particular this paragraph, Homeland Security may undertake action to freeze or take back any funds derived from the exchange.

Miscellaneous


9.1. Governing Law.

The validity, construction, and performance of this Agreement shall be governed by the
laws, without regard to the laws as to choice or conflict of laws, of the State of California.

9.2. Entire Agreement.

This Agreement is the only agreement and understanding between the parties pertaining
to the subject matter of this Agreement, and supersedes all prior agreements, summaries of agreements, descriptions, discussions, negotiations, understandings, representations or warranties, whether verbal or written, between the parties pertaining to such subject matter.

9.3. Assignment and Binding Effect.

Neither this Agreement nor any rights under this Agreement may be
assigned by any party without the prior written consent of the other party. The provisions of this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

9.4. Amendment and Waiver.

This Agreement may be amended, modified or supplemented only by a writing
executed by each of the parties. Any party may in writing waive any provision of this Agreement to the extent such provision is for the benefit of the waiving party. No waiver by any party of a breach of any provisions of this Agreement shall be construed as a waiver of any subsequent or different breach, and no forbearance by a party to seek a remedy for noncompliance or breach by another party shall be construed as a waiver of any right or remedy with respect to such noncompliance or breach.

9.5. Enforceability. It is the intention of the parties that the provisions of this Agreement shall be enforced to
the maximum extent possible. Accordingly, if any of the provisions of this Agreement shall be determined by an
arbitration panel or a court of competent jurisdiction to be invalid or unenforceable, such provisions shall be reformed by the arbitration panel or court and enforced to the maximum extent possible. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement.

9.6. Notices. Any notice or communication required or permitted by this Agreement shall be deemed


sufficiently given if in writing and, if delivered personally, when it is delivered or, if delivered in another manner, the earlier of when it is actually received by the party to whom it is directed, or when the period set forth below expires (whether or not it is actually received):

a. if transmitted by facsimile transmission (“fax”), then, provided the party immediately sends a
confirmation copy by first class mail, 24 hours after (I) transmission to the party’s fax number set forth
below, with the party’s name and address set forth below clearly shown on the page first transmitted, and...............



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..journey

Posts : 1884
Join date : 2012-06-19

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Thanks

Post  Texasmog on Thu Apr 03, 2014 10:38 pm

I wanted to see what the NDA that they were purposing on the call last night.

Who would be dumb enough to put all of those extra people between you and your money?

Thanks for the post, great info.

Texasmog

Posts : 21
Join date : 2013-09-29

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