EXHIBIT B This Joint-Venture Agreement, hereinafter referred to as the Agreement, is made and entered into this 22 day of May, 2017 by and between: Mr. Hernan Mol ina, Venezuela bond owner, Passport No: AN855519 with registered address at: Bogota, Car 20 No 106a ~ 65 Office 302 Building Navarra, Cundinamarca 110711 as being the entity that brings forward the Venezuela Bond, with full legal authority to sign this Agreement, hereinafter referred to as Collateral Provider, denominated “Party A” And ALDAIR CAPITAL (M) SDN. BHD., represented by Ahmad Rahman, Malaysian Passport Number A40086064, Senior Director, with registered office address at Suite 1602A, Plaza Pengkalan, JIn Tiong off Jin Ipoh, 51200 Kuala Lumpur, Malaysia, hereinafter referred to as “Associate Lender/Credit Line Provider”, denominated “Party B”. WHEREAS; The Parties intend to enter into this Partnership Agreement withyshe purpose of jointly participating in a secured private placement legal investment to be out by’Party B. The Parties intend to participate in Structured Financial Programs, Private Placement Trade Platforms, other Investment Vehicles and Special Purpose Buy/Sell Programs in order to provide funds for humanitarian projects. Party A is an experienced investor who has the expertise and legal access to cash funds and monetary instruments to provide Proof of Funds and Release of Funds for approved Transactions, and is ready to issue the bank instrument. Party B has the benefit of certain relationships with Cash Asset Leased Platform and Trade Platforms who have the ability to provide Transactions, Structured Financial Programs, and Private Placement Trade Platforms. NOW THEREFORE, in consideration of the premises, representations, warranties, undertakings and mutual covenants hereinafter set out, and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the PARTIES decide herewith joining their individual forces and efforts and do agree to use the Venezuela Bond (Bolivar Bond) issued by the Government of the Republic of Venezuela, with the face value Two Hundred Fifty Million United States Dollar (USD 250,000,000.00) to be provided by Party A: Party A Page 1 of 13 Party B @ We 4 en Tr AGBRaRRGEE? 2.2 23; 2.4. a2 33 34 DESCRIPTION OF THE INSTRUMENT; Instrument i Bolivar Bond USP17625AC16 Delivery Bank Name: Euroclear Bank, Brussels Amount in words: ‘Two Hundred Fifty Million Amount in letters : 250,000,000 Currency : United States Dollar Beneficiary Name: Luanda Aldair Capital, LLC Duration : 1 year and 1 day Delivery : Euroclear (Free Delivery) JOINT VENTURE OBLIGATIONS The Joint Venture undertakes to use the Bolivar Bond only and exclusively as a collateral instrument. ‘The Joint Venture undertakes to invest the credit facility (loan funds) into an agreed Private Placement Investment Program. Parties agree to provide appropriate Resolution Board of Directors upon other party ‘request for the purpose of finalizing the banking task or banking requirement and/or for Private Placement Program requirement. Party B is responsible for the introduction of an appropriate Private Placement Program. Party B is also empowered to sign for the trading contract with the Traders/Trading Group. TERM AND PROCEDURE: Upon Party A and Party B signed by way of electronic signature this Joint-Venture Agreement becomes binding and enforceable. Within 2 banking days upon execution of this agreement Party A shall instruct Party A delivery bank to deliver the Bolivar Bond via Euroclear (Free Delivery) to Party B designated banking coordinates as follows: Bank Name: Euroclear Bank SA/NV Depositary code: 88 SWIFT/BIC: MGTCBEBEEO1 Forthe Account of: National Financial Services, LLC Euroclear number: 92961 SWIFT/BIC: NFSCUS3B Forthe Benefit of: Beneficiary name: Luanda Aldair Capital, LLC Beneficiary number: 250561703 Within 7 banking days upon successful reception of the said Euroclear delivery, Party B associate lender shall disburse the loan amount equivalent to Fifty per cent (50%) of the face value of the Bolivar Bond to Party B banking coordinates. Upon receipt, Party B shall immediately pay the advance operational fees of 2% as per Irrevocable Master Fee Protection Agreement in Exhibit 1a, Within 24 hours upon receipt of the loan finds, Party B shall submit documentations for entrance in the trade program. Upon acceptance, Party B shall sign the trade agreement. Party A Page 2 of 13 Party B42 8.2 Party A Page 3 of 13 Party B te . EXHIBIT B PRIVATE PLACEMENT INVESTMENTS PROGRAM Within 24 hours upon execution of the trade agreement, Party B shall instruct Party B's bank to transmit THE BLOCKING OF CASH FUNDS via SWIFT MT799 and/or SWIFT M1760 in favour of the trading platform. Trading shall commence daily from Monday to Friday and profits from trade is one hundred per cent (100%) per week, payable at the end of each trading week. The net profits of the Investment Program obtained by the Joint Venture, less with-holding for the Fepayment of the leased funds, shall be divided as follows: Party A 50% Party B 30% Intermediaries 10% (to be distributed as per Exhibit 1b) ‘Trade Program Manager 10% asoe ‘CANCELLATION OF AGREEMENT Failure of Party B associate lender to disburse the loan funds and consultancy fees within 21 banking days, shall cause this Agreement be cancelled and that the Bolivar Bond assigned to Party B shall be deemed null and void, Party A shall instruct his bank to call back the Bolivar Bond. Failure to comply with, a report shall be lodged to the Federal Reserve for a breach of contract. A the end of the trading period Party B undertakes to retum the Bolivar Bond to Party A free of any liabilities or obligations and unencumbered. DURATION: This agreement is irrevocable and unconditional and shall endure for a continuous period of one year and one month from the date of signing hereof by the undersigned and may bbe renewed by both parties, This agreement can be terminated with 60 days prior written notice without prejudice to the rightful claims for damages of either of the party who is not at fault. CLAUSES : There will be no contact by either party to either bank without expressed written permission. Either Party may change banking coordinates with written notice to the other party. This is a private transaction and as such shall not be interpreted as a securities transaction as interpreted or described in The United States Securities Act of 1934 as amended or by the laws of any other country. San AY me. oh @h.gy 8.3 The Non-Circumvention, Non-Disclosure and Non Solicitation rules as establi ICC Publications - 400 and 500, latest edition or revision will also agreement and will continue to remain in force for a period of five (5) years expiry of this agreement, \\ 8.4 — The PARTIES warrants that the instruments are available under the terms and bondi of this document. Facsimile copies of this document shall be considered legally ‘binfdiz as though they were originals and copies signed at various times and locales will B considered as one document, legally binding. Information contained herein, including banking coordinates shall be kept strictly confidential and is not to be reproduced or used in any manner whatsoever other than in ‘connection with the execution of this transaction, 8.5 The PARTIES, in the event of a dispute conceming any aspect of the transaction, including breach of contract or claim of breach thereof, the parties agree to have the matter arbitrated under the International Chamber of Commerce (ICC) rules of conciliation and arbitration. 8.6 PARTIES confirm that each is fully empowered, legally qualified, and duly authorized to execute and deliver this document, and to be bound by its terms and conditions, Facsimile Copies and signatures will be considered to be as legally binding as originals, This Agreement shall be accepted to be legal and binding by both Parties if executed and transmitted electronically by e-mail and/or fax direct to the Parties concemed and the intermediaries at the addresses and/or numbers contained within this Agreement IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written x above. 3 For and on behalf of: Ki Party A: Party B: 9 HERNAN MOLINA. ALDAIR CAPITAL (M) SDN BHD 4 Cae : Name: HERNAN MOLINA Name: AHMAD RAHMAN : Designation: Designation: Senior Director I Passport No.: AN855519 Passport No.: A40086064 ‘ NOTARIZED: NOTARIZED: sc ™ Me 7 Party A Page 4 of 13 Party BJOINT-VENTURE AND PROFIT SHARING m7 nN uk a TRANSACTION CODE: ALDAIR-BOLIVARB/ US922646BE32 EXHIBIT B EXHIBIT 1a IRREVOCABLE MASTER FEE PROTECTION AGREEMENT FRREVOCABLE MASTER FEE PROTECTION AGREEMENT This Agreement is an Irrevocable Master Fee Protection (Cash Asset Leased Program) and Pay Order Agreement. Under this Join Venture Investment Agreement for the purpose of entering into private placement trading transactions, this IMFPA/PO constitutes an Irrevocable and Unconditional Guarantee to pay fees in compliance with the terms hereof for any and all transactions or tranches that are completed pursuant to the transaction identified by the above REFERENCE CODE. Both PARTY A and the PARTY B agree that the agents are entitled to 1% (One percent) of total amount of the Bolivar Bond, rollover and extensions consultancy fees. These consultancy fees will be shared as specified here below. The parties agree that the consultancy fees stated are compensation for services rendered and are irrevocably and unconditionally guaranteed to be paid by the Paymaster to the agents and intermediaries listed in this IMFPA by wire transfer. The consultancy fees will be free of legal impediment and free of any deductions, excluding bank transfer fees for this and all subsequent transactions between the parties. In consideration of the mutual benefits to be derived by the associates on affiliated individuals, agents, companies, designees, trustees or executors, it is understood and agreed that the parties hereto are mutually desirous of effecting this business transaction in Co-operation with one another for their mutual benefit and all signatory parties agree to abide by the following terms and conditions: Each party agrees that they will not make any contact with, deal with on be involved with individuals, trader and investor introduced by other signatories without specific permission of the introduced signatory for the investor. Party A Page 5 of 13 Party B ¢! Pes Lett eet YetThe signatory agrees to keep confidential the identity oS Ra contacts so provided by any other signatories. Si The parties hereto agree that all consultancies or fees asSagh by the parties shall be paid in full at the end ey transaction. This agreement shall be legally binding on the parties their principals, employees, representatives, agents and assi) all countries of the world. The parties hereto affirm that in every case they will act with the highest standards of ethics and honesty in all their dealings. This agreement shall be respected and honoured at all times, unless otherwise mutually agreed upon and any party will permit no attempt or hint of circumvention. Each of the above parties agrees and understands that any overt or covert action of circumvention prescribed by this agreement shall be a fraudulent act against the other party and will be subject to judicial action, recompense for damages, possible punitive damages and injunctive relief imposed by the legal process. Both parties hereby agree that the agents and intermediaries referred to in this IMFPA shall be as follows: PARTY A Investor: 1% (USD 2.5 Million) Beneficiary Investor - 1% PAYMASTER HERNAN WOLINA BANK NAME TBP - BANK DAVIVIENDA BANK ADDRESS [Calle 14, Carrera 13 BOGOTA ~ COLOMBIA (Gold Muscum Headquarters) BANK OFFICER BANK TEL./ FAX |N.A. SWIFT CODE ‘CAFECOBB ACCOUNT NAME ENERGY IVD SAS ACCOUNT NUMBER | 476700031323 Party A Page 6 of 13 Party B lair ts ‘ | \ tits !EXHIBIT B PARTY A Consultants - @.5% (USD) Beneficiary 1 - 0.25% ( 625,000 Thousand) PAYMASTER HELENE BEKEREJIAN and / or assigns BANK NAME TBP BANK ADDRESS SWIFT CODE ‘ACCOUNT NAME ACCOUNT NUMBER Beneficia 25 % ( 625,000 Thousand PAYMASTER Lisa Thompson and / or assigns BANK NAME TBP BANK ADDRESS ‘SWIFT CODE ‘ACCOUNT NAME ‘ACCOUNT NUMBER \ 4 4 \ \ Y Party A Page 7 of 13 Party B ecPARTY B Consultants - @.5% (USD ) ficial = 8.25% 625 Thousand PAYMASTER George Yelder and/or assigns BANK NAME ‘TBP BANK ADDRESS ‘SWIFT CODE ‘ACCOUNT NAME ACCOUNT NUMBER Beneficiary 2 - @.25% (USD 625,000 Thousand) PAYMASTER TAN EE LI BANK NAME HSBC, Singapore No. 6, Claymore Hill #03-01, Claymore Plaza, BANK ADDRESS | Singapore BANK OFFICER | Ms. Regine Gui BANK TEL./ FAX | 6567315603 | ‘SWIFT CODE HSBCSGSG ACCOUNT NAME [TAN EE LI ACCOUNT NUMBER | 47-424775-221 For and on behalf of: Party A: Party B: HERNAN MOLINA ALDAIR CAPITAL (M) SDN BED Name: Ci MOLINA Name: AHMAD RAHMAN Designation: Designation: Senior Director 4 Passport No: AN855519 Passport No.: Ad0086064 Party A Page 8 of 13 Party BJOINT-VENTURE AND PROFIT SHARING AGREE! TRANSACTION CODE: ALDAIR-BOLIVARB/ US922646BE32 EXHIBIT B Exhibit 1b IRREVOCABLE MASTER FEE PROTECTION AGREEMENT This Agreement is an Irrevocable Master Fee Protection and Pay Order Agreement (Trade Program). Under this Join Venture Investment Agreement for the purpose of entering into private placement trading transactions, this IMFPA/PO constitutes an Irrevocable and Unconditional Guarantee to pay fees in compliance with the terns hereof for any and all transactions or tranches that are completed pursuant to the transaction identified by the above REFERENCE CODE. Both PARTY A and the PARTY B agree that the agents are entitled to 10% (Ten percent) of total amount of Profits every tranche, rollover and extensions consultancy fees. These consultancy fees will be shared as specified here below. The parties agree that the consultancy fees stated are compensation for services rendered and are irrevocably and unconditionally guaranteed to be paid by the Paymaster to the agents and intermediaries listed in this IMFPA by wire transfer. The consultancy fees will be free of legal impediment and free of any deductions, excluding bank transfer fees for this and all subsequent transactions between the parties. In consideration of the mutual benefits to be derived by the associates or affiliated individuals, agents, companies, designees, trustees on executors, it is understood and agreed that the parties hereto are mutually desirous of effecting this business transaction in Co-operation with one another for their mutual benefit and all signatory parties agree to abide by the following terms and conditions: Each party agrees that they will not make any contact with, deal with on be involved with individuals, trader and investor introduced by other signatories without specific permission of the introduced signatory for the investor. The signatory agrees to keep confidential the identity of and all contacts so provided by any other signatories. Party A Page 9 of 13 Party B vn LZ SVP BP FIN eran AON eerThe parties hereto agree that all consultancies or fee ig! by the parties shall be paid in full at the end 9Ge! transaction. 3 This agreement shall be legally binding on the parties>ber their principals, employees, representatives, agents and in all countries of the world. The parties hereto affirm that in every case they will act w the highest standards of ethics and honesty in all their dealings. This agreement shall be respected and honoured at all times, unless otherwise mutually agreed upon and any party will permit no attempt or hint of circumvention. Each of the above parties agrees and understands that any overt or covert action of circumvention prescribed by this agreement shall be a fraudulent act against the other party and will be subject to judicial action, recompense for damages, possible punitive damages and injunctive relief imposed by the legal process. Both parties hereby agree that the agents and intermediaries referred to in this IMFPA shall be as follows: PARTY A Consultant - 5% Beneficiary 2 - 2.50% PAYMASTER HELENE BEKEREJIAN and / or assigns BANK NAME BANK ADDRESS BANK OFFICER BANK TEL./ FAX SWIFT CODE ‘ACCOUNT NAME ACCOUNT NUMBER Party A Page 10 of 13 Party B (4 UA: as SIN wer WN Ue NUNBeneficiary 2 - EXHIBIT B 2.50% PAYMASTER LISA THOMPSON BANK NAME TBP BANK ADDRESS BANK OFFICER BANK TEL./ FAX SWIFT CODE ‘ACCOUNT NAME ‘ACCOUNT NUMBER Beneficiary 1 PARTY B Consultant - 3% 2.5% PAYMASTER. George Yelder and/or assigns BANK NAME TBP BANK ADDRESS SWIFT CODE ‘ACCOUNT NAME ‘ACCOUNT NUMBER Party A Page 11 of 13 Party B eneneficia 5% PAYMASTER TAN EE LT BANK NAME HSBC, Singapore No. 6, Claymore Hill #03-01, Claymore Plaza, BANK ADDRESS | Singapore BANK OFFICER | Ms. Regine Gui BANK TEL./ FAX | 6567315603 ‘SWIFT CODE HSBCSGSG ACCOUNT NAME | TAN EE LI ‘ACCOUNT NUMBER 047-424775-221 Special wire transfer instructions: All transfers shall be wired simultaneously the same day with immediate credit. All transfers shall state, “Funds are clean and clear, of non-criminal origin and are receipt by beneficiary’s bank. For and on behalf of: Party A: (HERNAN MOLINA ) Ue me] HERNAN MOLINA Nat Designation: Passport No: AN8S5519 Party A payable in cash immediately upon Party B: ALDAIR CAPITAL (M) SDN BED. Name: AHMAD RAHMAN Designation: Senior Director Passport No.: A4@@s6o64 Page 12 of 13 Party B ye iG ~eoura ioeJOINT-VENTURE AND PROFIT SHARING AGREEMENT TRANSACTION CODE: ALDAIR-BOLIVARB/ US922646BE32 ul Ui» EXHIBIT B livar (CESAR RODRIGO BER NOTARIO 38 DE BOGOTA Party A Page 13 of 13 Party B ~vourne