Oil & Gas|

Miners|Tank Farm

SALES & PURCHASE AGREEMENT

BONNY LIGHT CRUDE OIL – CONCESSIONAL LIFTING ON A MONTH TO MONTH

BASIS FOR 12 MONTHS FROM SELLER’S VESSEL TO BUYER’S STORAGE TANK (CIF)
DELIVERY TO ANY SAFE PORT IN CHINA

Transaction Code : EHL-JICL/RAMD/2MSBL/125C/1118601

QUALITY: NIGERIAN LIGHT CRUDE OIL OF STANDARD EXPORT GRADE

END SUPPLIER: NIGERIAN NATIONAL PETROLEUM CORPORATION (NNPC)

NNPC TECHNICAL SPECIFICATIONS:

See APPENDIX A for specifications

All Parties agree to a tolerance level of plus or minus 5%-10%, with respect to the
Quality
Inspection, unless otherwise stipulated.

An independent inspection company such as INTERTEK or CALIBRATE or OVERSEAS MARINE

SERVICES shall conduct the verification as to quantity and quality.

This agreement is made on this day 15th November, 2018, by and between:
SELLER
Name : ENERGY HOLDINGS LIMITED
(www.energyholdingslimited.com)
Address : Suit # 409 City Tower, Sheikh Zayed Road, P.O Box
No.118767
Dubai-UAE
Represented by : ANIL KALRA
Managing Director
Intl.Passport No. : L1656958
Expiration Date : 02052023
Mail Id : ak@energyholdingslimited.com
Direct Line : +91969-5555555
The company incorporated under the laws of United Arab Emirates, hereinafter called
the
“SELLER”, which expression where the context so admits, shall include their
personal
representatives, Heirs, Successors-In-Title and Assign on the one part:

AND

EHL - Private and Strictly Confidential Use Pursuant with Company

Instructions

Page 1 of 26
BUYER
Name : JEIL INDUSTRY CO.,LTD
Address : (Gojan-dong), 159, Gwangdeok 1-ro, Danwon-gu, Ansan-si,
Gyeonggi-do, Republic of Korea. 15476
Represented by : CHON, EUN-BOM
Intl. Passport No. : M39179160
Expiration Date : 17012028
Mail id : ceb0409@jeilindustry.co.kr
Phone : +82 31 410 5801
Fax : +82 31 410 5802
Direct cell : +82 10 8969 1111
The company incorporated under the laws of the Company registered under the laws of
the
Republic of Korea, hereinafter called the “BUYER” which expression where the
context so
admits, shall include their personal representatives, Heirs, Successors-In-Title
and Assign on the
other part.

Table of Contents:
1 Definitions
2 Scope of the Contract
3 Recitals
4 The Product
5 Quantity
6 Quality
7 Measurement and Samples
8 Delivery Terms
9 Title and Risk of Loss
10 Indemnity
11 Price, Credit Period & Currency
12 Payment Terms
13 Berth & Loading Port. Discharge Port with full details , discharge port
agents details, tank
farm coordinated
14 Nominations, Shipment & Procedures – CIF
15 Warranties
16 Documents
17 Taxes, Duties & Charges
18 Force Majeure
19 Liabilities and Penalties
20 Assignment
21 Applicable Law, Litigation and Arbitration.
22 General Provisions
23 Notices
24 Amendments and Waivers

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
 25 Performance Bond (PB)
26 Insurance
27 Legal Addresses of the Parties
28 Non-Circumvention Non-Disclosure Confidentially Agreement
29 Banking Co-ordinates for this Transaction
30 Conclusions, Declaration and Signatures

1 Definitions
Except where the context otherwise indicates, the following terms shall have the
meaning as
described to them in this paragraph 1 and shall include plural as well as singular.

“Bill of Lading” The official document, issued at the load port after completion of
the loading
operations, stating, among other things, the ship's loaded quality, expressed in
Cubic Meters
(M3) and in Metric Tons (MT) or barrels per the definitions herein. This document
has to be
signed in original by the ship's Master and made out in accordance with the
instruction
hereinafter specified in the agreement.

“CIF” at the named port of delivery, strictly as referred to in the interpretations

defined by the
INCOTERMS Edition 2000 with latest amendments.

“Loading Date” The date mutually accepted by both the SELLER and the BUYER as the
date on
which the nominated international Surveyor Company has ascertained the quantity and
quality of the product pumped into the Buyer's designated vessel at the port of
delivery.

“Platt's” Platt’s www.platts.comMcGraw Hill, London is

the
organization internationally recognized and accepted who publish official market
prices of
petroleum products on a daily basis.

“Execution Date” The date on which the SELLER and the BUYER receive their
respective faxed
copies of this agreement, or as may be indicated otherwise in The Agreement.

“API/ASTM” Standards referenced to this Agreement are those in effect as at July

1st 1993. In
the event that such Standards are subsequently revised or modified or new standards
are
issued, the new revised or modified standards will apply. Each party must advise
the other
party to this Agreement, within three (3) months after such revision, new or
modified
Standards are introduced and until such this standard shall be used.

“Affiliate” shall mean any company or corporation of seller or buyer which owns
directly or
indirectly fifty (50) percent or more of the shares carrying voting rights of such
party (party
company) and any company or corporation other than such party of which such parent
company or such party owns directly or indirectly fifty (50) percent or more of the
shares
carrying voting rights.

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
“NNPC” shall mean NIGERIAN NATIONAL PETROLEUM CORPORATION.

“Agreement” shall mean the Crude Oil Sales / Purchase Contract of which these
specific
provisions agreed between Buyer and Seller form the conditions of Sales and
Purchase.

“API” shall mean American Petroleum Institute.

“ASTM” shall mean American Society for Testing and Materials.

“Barrel” shall mean a volume of forty-two (42) US gallons corrected for temperature
to (60)
degrees Fahrenheit.

“Cargo” shall mean any particular quantity of the oil loaded into vessel as set out
in this
agreement includes Part Cargo

“Completion of Discharge” shall, in respect of a cargo, mean the final

disconnection of vessel's
discharge hose(s) following the discharge thereof.

“Day” shall mean calendar day

“Discharge Port/Port of Delivery(s)” shall, in respect of a cargo, mean the port(s)

nominated by
buyer and accepted by seller for discharge of such cargo, which for the purpose of
this
agreement shall be The Rizhao Lanshan or Huangdao Port of China.

“Dollars” or “USD” or “US Dollars” shall mean dollars of the United States of
America.

“Grade” shall mean any grade of the oil specified in the agreement.

“Lay-Time” shall have the meaning as that given to it in paragraph 15 of this

agreement.

“Loading Port” shall, in respect of a cargo, mean the port(s) nominated by buyer
and accepted
by seller for loading of such cargo, which for the purpose of this agreement shall
be The NNPC
Terminal, Bonny, Rivers State, NNPC nominated terminal Nigeria.

“Metric Ton” shall mean unit of weight equal to one thousand (1000) Kilograms and
7.57
Barrels shall be equal to one (1) metric Ton, measured at 60 degrees Fahrenheit.

“Month” shall mean a calendar month.

“Oil” shall mean crude oil specified in this agreement.

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
“Port Cargo” shall mean when a cargo is discharged in more than one Discharge Port
or
received by more than one receiver at the Discharge Port.

“Party” shall mean either Seller or Buyer.

“Parties” shall mean Seller and Buyer jointly.

“Vessel” shall mean the ship whether owned or chartered or otherwise obtained by
seller and
employed by seller to ship the oil to the discharge port.

“Gallon” A unit of volume equivalent to 231 cubic inches or 0.3785 cubic meters,
all measured
at 60 degrees F.

“Commodity” Referred to as being Bonny Light Crude Oil, elsewhere in the agreement
also
referred to as Bonny Light or Crude Oil, which Specifications, as specified by NNPC
will be
furnished by the SELLER and added as Appendix' “A' to this contract agreement.

2 Scope of the Contract

2.1 The SELLER and the BUYER, under corporate authority and responsibility
respectively
represent that the SELLER is the lawful owner of the commodity, in
quantity and quality
as hereunder specified, and the BUYER has the full capability to purchase
the said
commodity.
2.2 The BUYER desires to purchase Crude Oil (hereinafter called product) of
Nigeria Origin.
2.3 UNDER THE JOINT VENTURE OPERATIONS (THE SELLER) has sold and the BUYER has
bought the total quantity of 4,000,000 (four million US barrels) on a
month to month
basis with reconsideration of the price as determined by NNPC, in a 12-
month contract
+/-5% of Nigerian Light Crude Oil. Trial shipment volume: 2 million bbl.
2.4 Once MT760 (SBLC) for a minimum value of USD140 Million is placed, with a
duration of
366 days, to completely load and deliver 4 million barrels per month of
BLCO, including a
trial shipment of 2 million bbl.
2.5 Seller and Buyer agreed to a TRIAL transaction of 2,000,000 (two million)
Barrels, which
will lead to a one-year contract with an MT760 (SBLC of USD 120 million) &
(2% PB of USD
2.4million) in place from both Buyer and Seller as a guarantee to the
Buyer and Seller
after a successful conclusion of the TRIAL deal.
2.6 Seller and Buyer agree that during the contract period the Seller will try
to increase the
monthly transaction volume. Once the Seller can confirm a larger volume
(which also
depends on the performance of concluded deals/deliveries between the
Seller and
Buyer), the Seller and Buyer will agree on a larger monthly volume as an
amendment to
this contract. For guidance the Buyer indicates the willingness to talk
about increasing the
monthly volume up to 8(eight) million barrels per month. And the sellers
agrees to issue

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
 an increased SBLC for a value of USD 400 Million to Sellers fiduciary bank
account for the
increased monthly quantity accordingly.

3 Recitals
Whereas the SELLER with full legal and corporate responsibility agrees to sell the
herein
specified product and the quantity as agreed, to the BUYER, The BUYER with full
legal and
corporate responsibility agrees and is irrevocably committed to purchase the said
product in
the amount and quality herein stipulated. The parties mutually desire to execute
The
Agreement which shall be binding upon and will be to the benefit of the Parties,
their
successors and assigns in accordance with the jurisdictional law of the negotiated
and fully
executed contract with terms and provisions hereunder agreed upon.

4 The Product
The product offered by the SELLER and accepted by the BUYER is Nigerian Light Crude
Oil that
shall be lifted from NNPC equity bulk allocation (see Appendix A for
specifications).

5 Quantity
The SELLER shall supply a quantity of 2,000,000 bbl. (Two million US barrels) +/-
5% of crude oil
in the first lifting as a test case; After conclusion of test case the contract
will lead to a 1 year
contract with Rollovers and Extension up to 5 years (see Error! Reference source
not
found.Error! Reference source not found.).
The Seller expresses his interest to increase the monthly volume where possible.
Furthermore,
the possibility to increase the monthly volume heavily depends on the successful
and smoothly
conclusion of previous deals between the Buyer and the Seller (see Error! Reference
source not
found.).
For the avoidance of doubt, in either of the above cases a successful first
delivery will lead to
contract with a period of 12 (twelve) months and with possible Rollovers and
Extensions for up
to 5 years, independent of whether the original volume is kept or increased. Both
Parties may
consider additional deliveries after successfully completing this first shipment,
depending on
the increase of monthly volume. Per 2 million bbl delivery there should be used
preferably in 1
(one) vessel or if not then 1Million bbl vessel x 2.

6 Quality
Quality will be as per NNPC export grade specification; only water and basic
sediment (BS&W)
ascertained at the port of loading shall be deducted in computing the net quantity
of the Crude
Oil loaded and certified in the Bill of Lading, as per the inspection certificate
issued at the
supply Port by “SAYBOLT”, “CALIBRATE”, “INTERTEK” Or “SGS” and the final China
Entry-Exit
Inspection Quarantine Report, "CIQ", which shall be final and binding upon the
Parties.

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
Technical specifications
All Parties agree to a tolerance level of plus or minus 5% - 10% for the result of
the quality
inspection unless otherwise stated. The Crude Oil to be supplied under the present
agreement
shall be in conformity with the specification and the responsibility of the Seller
and inspection
at the port of loading.

If the specification of the product as per inspection for NNPC Export Grade fails
to conform with
the Nigerian light Crude Oil Specification, as agreed to in the contract, the price
per barrel shall
decrease by USD 0.02 (two United States Cents) for each 1/10th (one tenth) of a
percent above
0.15% wt., Sulphur for the Crude Oil.

7 Measurement and Samples

Measurement of quantities and the taking of samples for the purposes of determining
the
quality of the product shall be carried out at the port of loading in accordance
with the general
practices as accepted in the oil industry, which “Say bolt or SGS” or any other
licensed
independent petroleum inspectors mutually appointed by the Parties hereto shall
adhere.
All product temperature corrections shall adhere to the latest revision of the
table of
measurement of the ASTM and API. Invoice quantity shall be determined at the
loading port
from appropriate cargo hold measurement and shall exclude water and sediment, if
any, in
excess of the maximum specification determined by ASTM methods. Quantity and
quality to be
confirmed before discharging into the BUYER’s shore tank facilities.

8 Delivery Terms
The terms of the delivery for this agreement shall be CIF basis Port to Rizhao or
Tianjin or any
safe Port in CHINA, subject to final confirmation of End-Buyer Consignee's request
at the time
of shipments. Any terms not covered by this agreement shall be covered by INCOTERMS
2000
for CIF, (tanker take-over, discharge to shore tank and ship-to-ship) sales as
shall be agreed.

9 Title and Risk of Loss

CIF: Title and risk of loss or damage to the Crude Oil shall pass from SELLER to
BUYER at the
discharge port when the crude oil is about to discharge into the BUYER’s shore tank
/
transshipment vessel.

10 Indemnity
SELLER expressly declares and warrants that all products sold and delivered to the
BUYER under
this Agreement are free from all encumbrances and not derived from illegal or
criminal sources.

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
11 Price, Credit Period & Currency
The price to be paid shall be based on the loaded quantity of Crude Oil for each
shipment based
on standard barrels and under “Dated Brent' as in the Platt's Oil Gram Report.

The applicable currency in respect of payment for the Cargo shall be United States
Dollar (USD).

The price shall be calculated on the three (3) days average mean quotation, one day
before the
date of loading, the day of loading, and the day after day of loading.

The Discount to the Buyer shall be $ 3.20 (three-twenty) per barrel below DTD
Brent.

12 Payment Terms
a. The Seller shall issue to the Buyer’s Fiduciary bank 3 (Three) days after
official signing of this
SALES & PURCHASE AGREEMENT a 2% Performance Bond.

b. The Buyer shall within 5 (Five) Banking days issue to Seller’s Fiduciary bank
account a SBLC
(Standby Letter Of Credit ) for the value of USD 120 Million (One Hundred and
Twenty
Million United State Dollars)as per verbiage “Exhibit A” of this contract.

c. The payment for each delivered cargo shall be in US Dollars and made by SWIFT
MT103 to
SELLER’S nominated bank account as stated herein and payment will be made after
discharge of the cargo into Buyer’s tanks at the discharge port, within maximum
of 3
(Three) banking days. The payment of the cargo is based on the inspection report
at the
port of loading. Any Inspection report at the Port of Discharge is solely for
Buyer’s Insurance
claims, if any.

d. Quantity, as assessed at the loading port by the Independent inspector or

Surveyor
Company, and price determined as per this contract, with final calculations per
each Barrel
of Nigerian Light Crude Oil delivered out-turned barrels based on McGraw Hill
Market wire
three (3) consecutive pricing days average of the mean of Platt's Brent
quotation centered
on the CIQ Report Date, will be used to compute the SELLER’S invoice.

e. Payment for the Cargo shall be made at sight immediately upon presentation of
clean
documents, one original and three copies of shipping documents and successful
test made
by SGS / Intertek / Calibrate or SayBolt at Port of Loading and the confirmation
of a
successful inspection and quarantine report of CIQ.

f. In the event payment due date falls on a Saturday or a banking holiday other
than a
Monday, then payment shall take effect on the preceding banking day. If the
payment due
date falls on a Sunday or a Monday, which is a banking holiday, then the payment
shall be
affected on the next banking day.

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
g. BUYER shall instruct its bank to advise SELLER’S bank by SWIFT or tested telex
quoting the
value date of the transfer, the amount and the clearing bank, if any. Such
advice is to be
sent in due time so as to enable SELLER’S bank to credit SELLER with value on
due date.

h. The SELLER and BUYER each shall be responsible for their own bank charges.

i. Demurrage at port of loading is on SELLER’S account, and demurrage at port of

discharge is
on BUYER’S account.

j. Buyer’s failure to make full payment for cargo after successful discharge of
cargo into
Buyer’s tank warrants the Seller the option to cash and forfeit the SBLC to
pay the sum
owed. Delivery will commence after a new SBLC is issued to the Seller.

k. After vessel arrives at port and discharging of the crude oil at a tax-free zone
oil storage
ensues, a CIQ TEST is performed. Upon issuance of the CIQ REPORT subsequent to
CIQ TEST,
the report shall be sent to Buyer’s bank, and at that time, Buyer’s bank shall
remit the
payment by MT103 within three (3) banking days and no more than five (5) banking
days
shall be allowed to remit the payment by MT103.

13 Berth & Loading Port

13.1 SELLER shall provide logistics from the pre-loading arrangements at the
loading port to
enable the vessel to safely leave and reach destination.
13.2 SELLER shall program, manifest, hire inspection agency, and assure that all
necessary
documents and applicable regulations of government, local and port authorities
at the
loading port are executed accordingly; (including pilotage, port authority,
etc.) With the
assurance of Buyer's proof of fund in place.

14 Nominations, Shipment & Procedures – CIF

i. a. Seller will furnish its profile alongside with the Sale and Purchase
Agreement for Buyer’s
review and subsequent execution of contract.
i. b. Buyer and Seller sign and seal the Sale and Purchase’s Agreement (SPA – this
document)
including banking coordinates and exchange copies by electronic mail. The
electronically signed
and transmitted SPA signed by both parties or in counterpart shall be deemed a
legally binding
and enforceable contract.

ii. Buyer shall provide to the seller comprehensive details to include contacts of
its receiving
agents at the POD AT ANY SAFE PORT IN CHINA, who shall be responsible for accepting
all
notices relating to receiving marine messages and notices from the loading port and
vessel, and
responsible for clearances, safe berthing and discharge of product in a format for
issuance of
NOR, ETD, ETA, ATB.

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
iii. a. “Statement of Parties and Nominated Banking Representation." XXXXXXXXXXX
Bank,
located in xxx, which is the Seller’s Fiduciary and shall receive the final payment
from the Buyer
via MT103. The Seller's Fiduciary, XXXXXXXXXXXXXXXX located in xxx, agrees to
deposit on
behalf of the Seller, XXXXXXXXXXXXXXXX, in the amount of US 2.4 million dollars
from their
bank, XXXXXXXXXXXXXXXXXXXXXXXX located in xxx, the Performance Bond Guarantee of
two
(2) percent (%), to be held with SHINHAN BANK, Starcity Banking Center, located in
South
Korea, which is the main bank of the Buyer, (JEIL), JEIL INDUSTRY CO.,LTD.

In accordance to procedures mutually accepted to by the Parties,

A. Seller’s Fiduciary XXXXXXXXXXXXXX, XXXXXX via XXXXXXXXXX, will issue a 2%

performance bond, of the SBLC value, in the amount of approximately US 2.4
million
dollars, in favor of the Buyer and deposit into the Buyer's nominated main
bank account
at 180-008-451020

B. within five (5) working days after Buyers Bank Name confirmation of receipt of
Seller’s
2% Performance Bond from XXXXXXXXXXXXXXX, xxxxxxx, the Buyer, Buyer JEIL shall
provide the Seller's Fiduciary, XXXXXXXXXXXXXXXXXX, XXXXXXXX with the SBLC via
MT760
as per verbiage “Exhibit A” in the amount of US120 million dollars, valid for
366 days,
through Buyer Bank Name located in XXXXXXXXXXXXX, the Buyer's Fiduciary as a
guarantee to the Seller that the Buyer’s bank will pay approximately
US$120,000,000
(One Hundred Twenty Million United States Dollars) via swift MT103 to cover
immediate
lift-able quantity of 2,000,000 Barrels of BLCO transaction upon confirmation
of vessel
arrival and verification of product by SGS inspection or other nominated
agency by the
Buyer, and the CIQ Report of product acceptance at the Buyer’s port of
discharge, and
the Seller’s final commercial invoice prepared on the basis of the CIQ Report
at the port
of discharge

C. In the event, the nominated vessel with its Cargo does not reach the DP
(Discharge Port)
within Fifty five to Sixty five (55 - 65) days from the time of confirmation
of the vessel
loading, the Buyer, hereby, reserves the right to cancel the SBLC, without
consent of the
Seller, and to order the Seller to pay the Penalty of US $2,800,000.00, under
Article 24 of
the Sales Purchase Agreement, reflective of the Performance Bond Guarantee of
two
(2%) provided by the Seller's Fiduciary bank, XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
located in xxx, held by Buyer, due to failure to perform as per the procedures
set forth
within the Sales Purchase Agreement and agreed to by the Parties.
 D. Within Ten - Fifteen (10 - 15) banking days from the date when this Agreement
is
entered into, Seller nominates vessel and pays for charter.
Seller will furnish both Buyer & Vessel Home-office/Foreign Handler with
details of
LAYCAN for their records.

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
 E. Vessel is loaded and Seller Secures Full Cargo Documents and Title issued in
both Buyer’s
name to include:

i. Clean Ocean Bill of Lading, One (1) Original and Three (3)
Copies
ii. Seller’s Commercial Invoice, One (1) Original and Three (3)
Copies
iii. Certificate of Origin issued by NNPC, One (1) Original and
Three (3) Copies
iv. Certificate of Authenticity issued by NNPC, One (1) Original
and Three (3)
Copies
v. Cargo Manifest, One (1) Original and Three (3) Copies
vi. Certificate of Quality, One (1) Original and Three (3) Copies
vii. Certificate of Quantity, One (1) Original and Three (3)
Copies
viii. Master’s Receipt for Samples
ix. Master’s Receipt for Documents
x. Tanker Ullage Report
xi. Tanker Time Sheet
xii. Charter Party Agreement
xiii. Certificate of Ownership & Warranty of Title (NNPC Certified
Title on cargo)
xiv. NNPC Authority to Sell (ATS)
xv. Export Clearance Permit (NPA waiver, Custom Export Clearance
Certificate
etc.)
xvi. Q&Q Inspection Report Performed at Loading Port by Intertek
xvii. Other relevant documents related to the cargo

NB: Non-negotiable electronic copies of some of these Above Cargo documents will be
sent to
the Buyer and Buyer’s and Seller’s Banks. Q&Q Inspection is conducted at the
Buyer’s POD and
result released to both Buyer & Seller.

F. Vessel is loaded and Seller secures all documentation and outward

clearance for loaded
vessel to sail to Buyer disport. Seller raises insurance cover on cargo
even as loaded
vessel captain sends Marine Notice of Readiness (NOR) to Buyer Shipping
Agency at
Discharge port. Buyer Shipping agent acknowledges NOR and reply their
readiness to
receive the cargo on behalf of the Buyer.

G. Vessel sails to Buyer choice POD. Further ETA updates to be sent to Buyer's
shipping
agency at ten (10) and five (5) days and then at forty-eight (48), twenty-four
(24), and
twelve (12) hours prior to arrival at POD. Upon arrival at Buyer’s POD, vessel
announces
arrival to Port Authority/Navy. Buyer’s shipping agency clears vessel into the
POD
Anchorage.

NB: The loaded vessel will only anchor in the international waters of the POD
country pending
Clearance from Buyer shipping agent. Any expenses; port charges, levies, security,
tugging etc.
that might arise as a result of vessel coming into the POD country
harbor/port/terminal/storage
or waters will be borne by the Buyer. All clearing processes will be carried out by
the Buyer’s

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
Shipping Agent. If after seventy-two (72) hours upon vessel arrival and there is
congestion at
the port which thus causes delay, Buyer shall bear cost of demurrage.

H. Vessel is cleared into Buyer Discharge Port and Vessel Master issue a Marine
Authority to
Board (ATB) to Buyer’s nominated Inspectors as per Buyer’s format. Q&Q
analysis is
conducted at Buyer's expense. Inspection Agency must be either SGS, INTERTEK,
SAYBOLT, CIQ or equivalent and must be acceptable to Seller. The final Q&Q
report is
sent to both Buyer and Seller respectively.

I. Upon receipt of the Inspector’s Q&Q report by both Buyer & Seller. Seller
issues the Final
Commercial Invoice based on out-turn Barrels inspected.

NB: The Calculated Price for The Final Commercial Invoice Shall Be Based on the Q&Q
Report at
POD and On the THREE-DAY AVERAGE OF DATED (DTD) BRENT Day of Closing. As Stated in
The
Daily Published PLATT’S CRUDE OIL MARKET-WIRE REPORT/EUROPEAN MARKET-SCAN.

J. Seller instructs Vessel Master of Loaded Vessel to Discharge Cargo into

Buyer’s Storage
Facility.

K. Buyer’s Bank makes Full Payment in USD to Seller’s Nominated Bank Account via
Telegraphic Transfer within Three (3) banking days of receiving the Final
Commercial
Invoice. Buyer’s Bank will advise Seller’s Bank by SWIFT or tested telex
quoting the value
date of the transfer, the amount, the invoice number, and the clearing bank,
if any. Such
advice is to be sent in due time so as to enable Seller’s Bank to credit
Seller with value on
due date.

NB: If Full Payment is not received within a maximum of Five (5) banking days of
Buyer
receiving the Final Commercial Invoice, Full Cargo Document and Title on Cargo,
Seller’s Bank
has the right to call the Buyer’s Stand-By Letter of Credit for settlement of total
cost of cargo.

L. Seller’s Bank confirms Payment and Seller sends Original Copies of all
Shipping
Documents, Title and Discharge Certificate to Buyer via Courier.

M. Seller commences subsequent delivery upon receipt of full payment for out
turned
barrels, and receipt of approximately US$140 Million SBLC via MT760.

15 Warranties
The SELLER warrants that it has the clear and qualified right to sell or otherwise
dispose of the
Cargo as offered to him by his suppliers, which is the subject matter of this
Agreement and that
the Cargo is clear of all liens and encumbrances.

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
16 Documents
Some of the documents which, shall be handed over to the BUYER for confirmation
that the
product has been loaded are as listed below:
i. Original and 3 copies of commercial invoice.
ii. Full set of 3 original and non-negotiable copies of Bill of Lading
iii. 1 original and 3 copies of Certificate of Quantity
iv. 1 original and 3 copies of Certificate of Quality
v. 1 original and 3 copies of Certificate of Origin
vi. 1 Original and 3 copies of master’s receipt of samples
vii. 1 Original Haulage report issued at loading terminal.
viii. 1 Original and 3 copies of vessel cleanliness report at loading port.
ix. Certificate of Ownership

Any other documents pertaining or related to the current transaction, duly

signed by the
authorized person(s) and as required.

17 Taxes, Duties & Charges

All ordinary agency fees, towage, pilotage and similar port charges, port duties
and after taxes
against Vessel at the discharging Port shall be paid from BUYER’S credit.

BUYER is the importer of record and shall comply with all applicable government
regulations
governing said importation, procure all necessary licenses and permissions, and
shall pay or
cause to be paid all duties, import and taxes for importation.

18 Force Majeure
Neither SELLER nor BUYER shall be responsible for any failure to fulfill their
respective
obligation under the Agreement if fulfillment has been prevented or curtailed by
any
circumstances whatsoever which are beyond the reasonable control of SELLER or BUYER
as the
case may be including without prejudice to the generality of the foregoing.

18.1 Compliance with any order, demand or request of any government or of any
International, nation, port, transportation, local or other authority or agency or
of anybody or
person purporting to be or to act for such authority or agency.
18.2 Any strike, lockout or labor dispute.
18.3 Adverse weather, perils of the sea or embargos.
18.4 Delays of Vessel due to breakdown provided always that nothing contained
herein shall
relieve BUYER of any of its obligations to make payments due to SELLER under
Article 12 clause
5 and 9, among others, of the Agreement by the due dates or according to the other
provisions,
which obligations are absolute.

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
18.5 In case of circumstances of Force Majeure lasting more than ninety (90) days,
the BUYER
shall have the right to cancel the Contract, partly or in total. In such a case,
none of the parties
hereof shall have the right to any compensation for possible losses from the other
party.
18.6 The Party seeking relief under (a) of this paragraph shall advise the other
Party as soon
as practicable of the circumstances causing the failure to fulfill its obligations
and shall
thereafter provide such information as is available regarding the progress
cessation of those
circumstances.
18.7 The certificate issued by the respective Chambers of Commerce in the country
where
Force Majeure arises shall be sufficient proof of such circumstances and their
duration.

19. Liabilities and Penalties

20.1 Except as expressly provided in the Agreement, neither Seller nor Buyer shall
be liable
for any indirect or consequential losses which may be suffered or alleged to have
been suffered
by the other party.

20 Assignment
20.1 Neither SELLER nor BUYER may assign its rights in this Contract without the
prior written
consent of the other Party. BUYERS shall be entitled to assign its rights to
an affiliate or
joint venture partner with written consent of the SELLER. No such assignment
shall
relieve the assigning Party of its obligations under this Contract. Notice of
any such
assignment shall be given promptly by the Party effecting the assignment to
the other
Party to this Contract. Any assignment not made in accordance with the
forgoing
provisions shall be void.
20.2 If assignment is agreed a formal notice of the assignment shall be submitted
to the BUYER
/ SELLER, which will contain the assignee’s company name, company address,
spokesperson / official to contact and their telephone and fax numbers, email
etc.

21 Applicable Law, Litigation and Arbitration.

21.1 The agreement shall be governed and construed in accordance with English (UK)
laws.
21.2 Each of the Parties here has full corporate legal authority to execute this
Contract and
accordingly be fully bounded to the terms and conditions therein. INCOTERMS
2010 rules
that the Contracts (Electronic Document Transmission) is legally binding.
21.3 The Terms shall apply and be deemed to be valid and enforceable by either
Party and
each Party shall be in a position to request a hard copy of the Contract or
any previous
electronically transmitted copy.
21.4 If any dispute or controversy does arise in connection with or as a result of
provision or
provisions of this Sales Purchase Agreement, which are not settled amicably
within the

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
 parties, it shall then be resolved by the rules of Conciliation and
Arbitration of the
Chamber of Commerce in Geneva-Switzerland.
21.5 The proceeding shall be conducted by one (1) arbitrator in accordance with the
rules for
Arbitration of the International Chamber of Commerce ICC. The arbitration
proceeding
shall be conducted in the English language.
21.6 The United Nation Convention on contract for the international sale of goods
of Vienna
1980 is applied to this contract.
21.7 Judgment upon the awards rendered may be made to the said courts or other
authority
for a judicial acceptance to the award and an order of enforcement as the
case may be.
After the court has rendered a verdict, this Contract can be terminated and the
prevailing Party
will be compensated for costs and damages.

22 General Provisions
22.1 The Parties hereby agree that this Contract shall become valid and operational
if and
when signed and sealed in counterparts and until both Parties have fulfilled
their
obligations.
22.2 The Agreement and all information obtained by one Party from the other Party
shall be
treated as confidential.
22.3 The headings appearing in the Agreement are for convenience only.
22.4 Any modification of addition to the Agreement shall be made in writing.

23 Notices
Unless otherwise agreed in writing, any notices, statements, requests or other
communications
to be given to either Party pursuant to the Agreement shall be sufficiently made if
sent by post
(by airmail if airmail is possible) postage paid, or by telegraph, telex,
facsimiles transmission or
other means of data transmission to the address of the Party specified for this
purpose in the
Agreement.

BUYER and SELLER irrevocably agree to copy, without any delay, the following
parties into all
and any communication between the BUYER and SELLER:
Mr. Moritz Erling Fritsche; email: blco_2@mmoca-maritime.com; telephone: +49 172 41
222 70

24 Amendments and Waivers

24.1 This Agreement shall not be amended or modified or any provision thereof
waived,
except in writing and accepted by both Parties.
Any provision of this Agreement, which is declared unlawful or unenforceable by a
Court of
competent jurisdiction, shall not affect any other provision herein.

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
25 Performance Bond (PB)
25.1 Seller bank issues 2% Guarantee Performance Bond (PB) to Buyer’s nominated
bank
account after signing this Agreement in accordance with the provisions set
out.
25.2 In accordance with the provisions set out, for the 2,000,000 barrels of
Nigerian crude oil
transaction, the PB amount transfer from Seller’s bank which are nominated by
Seller to
the buyer’s bank account (US 2,400,000.00 dollars). Performance Bond covers 2%
(two
percent) base on the face value of MT760 SBLC (US 120,000,000.00 dollars) that
would be
issued by Buyer’s nominated bank.
25.3 The Seller should clearly state that if the seller’s cargo clean on-board
ocean bill of lading
is not available within 30 working days after buyer bank placed the SBLC, this
2% PB
which issued by Seller's nominated Bank (US 2,400,000.00 dollars) to buyer
bank will
confiscate by buyer.
25.4 The Seller hereby certifies he has legal right and authority to the cargo on
board the
Vessel and that Seller shall provide unencumbered and unrestricted access to
the Buyer
to board the Vessel, perform inspection of the cargo and place his super cargo
on board
the Vessel as requested by the Buyer.
25.5 The Seller and Buyer hereby covenant to perform all their obligations under
the contract
in a timely manner.
25.6 The Buyer covenants that after Q&Q report is completed, upon satisfactory
outcome of
Q&Q analysis report by Buyer’s Inspector’s and sealing of the tanks by both
parties, Buyer
takes over CPA through local vessel handlers. Prior To this, he will also
provide the seller
with ATB Format detailing the Inspectors Company’s Name and Location,
Inspectors
Names and their EMAIL and the Super Cargo’s Name and Passport Number so that
the
Seller’s Vessel Master can issue marine ATB in the Corporate Name of the Buyer
and
Inspectors in a timely manner to enable the Inspector to conduct Quality and
Quantity
inspections.

The party in default shall pay the commissions that are accrued to each Agents and
Facilitators
as stipulated in the SPA.

26 Insurance
SELLER shall procure a policy with a first-class Marine Insurance Institute to
cover one hundred
and ten percent (110%) of the value of the cargo. The insurance policy will cover
all risks of loss
or damages to said cargo, including war, hijacking, explosion etc., from the time
cargo has
passed the ship’s manifold flanges at the loading port.

27 Legal Addresses of the Parties

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
SELLER:
Name : ENERGY HOLDINGS LIMITED
Address : Suit # 409 City Tower, Sheikh Zayed Road, P.O Box
No.118767
Dubai-UAE
Represented by : ANIL KALRA
Managing Director
Intl. Passport No. : L1656958
Expiration Date : 02052023

BUYER:
Name : JEIL INDUSTRY CO.,LTD
Address : (Gojan-dong), 159, Gwangdeok 1-ro, Danwon-gu, Ansan-si,
Gyeonggi-do,
Republic of Korea. 15476
Represented by : CHON, EUN-BOM
Intl Passport No. : M39179160
Expiration Date : 17012028

28 Non-Disclosure Confidentially Agreement

The undersigned Parties hereby certify that they are fully satisfied about the
genuineness of the
Buyers and/or suppliers. The documents which are going to follow this Agreement
like letters
of intent, full corporate offers, bank comfort letters, contract terms and
conditions, banking
details or pre-adviced payment instruments and/or any information contained in such
documents will not be passed, under any circumstance, onto another intermediary or
broker or
trader or whatever company or private persons who are not end buyers or end
suppliers
without prior specific written consent of the party (s) providing such information.

This Agreement is made and entered into on this date, shall obligate the
undersigned Parties
and their partners, associates, employers, employees, affiliates, subsidiaries,
parent companies,
any nominees, representatives, successors, clients and assigns hereinafter referred
to as the
"the Parties" jointly severally, mutually and reciprocally for the terms and
conditions expressly
stated and agree to below, and that this Agreement may be referenced from time to
time in
any document(s), or written Agreements, the terms and conditions of this Agreement
shall
apply to any exchange of information written or oral involving financial
information, personal or
corporate names, contracts initiated by or involving the Parties and any addition,
renewal,
extension, roll-over amendment, renegotiation or new Agreement hereinafter referred
to as
"the transaction" (project / transaction") for the purchase of all food commodities
/ products /
equipment.

Now, therefore it is agreed:

 1. The intending Parties hereby legally, and irrevocably bind themselves into a
guarantee
to each other that they shall not directly or indirectly interfere with,
circumvent or
attempt to circumvent, avoid, by-pass or obviate each other’s interest or
the interest or
relationship between the "Parties" with the procedures, sellers, buyers,
brokers,
dealers, distributors, refiners, shippers, financial institutions,
technology owners or
manufacturers, to change, increase or avoid directly or indirectly payments
of
established or to be established fees, commissions, or continuance of pre-
established
relationship or intervene in any contracted relationships with manufacturers
or
technology owners with intermediaries entrepreneurs, legal counsel, or
initiate buy/sell

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
 relationship or transactional relationship that by-passes one of the
"Parties" to one
another in connection with any ongoing and future transaction or project.

2. Furthermore, the "Parties" irrevocably agree that they shall not disclose or
otherwise
reveal directly or indirectly to a third party any confidential information
provided by one
"Party" to the other or otherwise acquired, particularly, contract terms,
product
information or manufacturing processes, prices, fees, financial Agreement,
schedules
and information concerning the identity of the sellers, producers, buyers,
lenders,
borrowers, brokers, distributors, refiners, manufacturers, technology
owners, or their
representative and specifically individuals names, addresses, principals, or
telex/fax/telephone numbers, references, product or technology information
and/or all
other information advised by one "Party(s)" to be one another as being
confidential or
privileged without prior specific written consent of the "Party(s)"
providing such
information.

3. This Agreement shall be valid for one shipment commencing from the date of
this
Agreement. This Agreement has an option to renew for a further period of one
(1) year
subject to and upon the terms and conditions agreed between both Parties.

Declaring such breach, In the event that an amicable settlement cannot be

agreed to by
mutual discussion and/or arbitration by a third party each of the Parties
subject to the
declared breach shall be responsible for their own legal expenses until a
settlement or
judgment is reached, provided however, that the "Party" found in default
by a judgment
shall compensate in full the aggrieved "Party" for all its legal expenses,
notwithstanding
any other provisions of the judgment.

4. Commissions, fees, compensation or remuneration to be paid as part of

transaction
covering the "Parties" to this Agreement, shall be agreed upon by separate
written
Agreement by the "Parties" concerned and shall be paid at the time such
contract
designated, concluded or monies changing hands between buyers and sellers,
unless
otherwise agreed among the "Parties", the "Parties" hereby irrevocably and
unconditionally agree and guarantee to honor and respect all such fees and
remuneration, arrangements made as part of a commission transaction even in
the
event that the "Party(s)" is not an integral member to a specific commission
and fee /
remuneration Agreement.
 5. In specific deals where this office allows the Buyer or Buyer’s mandate, and
the Seller to
deal directly with one another, this office and all parties shall be
informed of the
development of the transactions by receiving copies of the correspondence
made
between the Buyer or Buyer's mandate and the Seller.

6. In witness whereof the "Parties" hereto have executed and delivered these
covenants
by mutual Agreement the day and year written on all faxes are to be
considered
original, legal and binding. Each representative signature below guarantees
that he/she
is duly empowered by his/her respectively named company to enter into and be
bound
by the commitments and obligations contained herein either as individual,
corporate
body or on behalf of a corporate body.

29 Banking Co-ordinates for this Transaction

BUYER AND SELLER MAY ONLY CHANGE THEIR BANKS, SUBJECT TO PRIOR NOTICE GIVEN TO
THE OTHER PARTY AND PROVIDED THESE BANKS ARE ACCEPTABLE TO THE OTHER PARTY.

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
***THERE SHOULD BE NO CONTACT EITHER WITH SELLER’S OR BUYER’S BANK WITHOUT
PRIOR WRITTEN PERMISSION***
SELLER’S NOMINATED BANKING COORDINATE TO SEND PB OF 2%
CORRESPONDENT BANK
BANK ADDRESS
SWIFTCODE
ABA ROUTING NUMBER
BENEFICIARY BANK
ACCOUNT NUMBER
SWIFT CODE
BENEFICIARY NAME
SODE CODE
BENEFICIARY ACC NO
ACCOUNT OFFICER
ACC OFFICERS TEL NO
ACC OFFICERS EMAIL

SELLER’S NOMINATED BANKING COORDINATE TO RECEIVE MT 760 (SBLC)

BANK NAME JP MORGAN CHASE
BANK ADDRESS 400 N, SANTA CRUZ AVENUE LOS GATOS, CALIFORNIA 95031 USA
ACCOUNT NUMBER 2900757590
ACCOUNT NAME EF CAPITAL, LLC
SWIFT CODE CHASUS33
SORT CODE 322271627
DTCC Account 0352
BANK OFFICER USHA ABBI
BANK TEL / FAX 408-354-9911 ext 8382 / TBA
OFFICER’S EMAIL TBA
BG/SBLC BENEFICIARY ENERGY HOLDINGS LIMITED for further benefit of EF CAPITAL,
LLC /
Transaction code: EHL-JICL/RAMD/2MSBL/125C/1118601
SPECIAL NOTE ACCOUNT HOLDER RESERVES THE RIGHTS TO USE ANY OF HIS ACCOUNTS
TO
RECIVE SBLC/MAKE PAYMENTS

SELLER’S NOMINATED BANKING COORDINATE TO RECEIVE MT 103 PAYMENT

BANK NAME EMIRATES NBD
BANK ADDRESS SHEIKH ZAYED ROAD BRANCH
SWIFT CODE EBILAEAD
ACCOUNT NUMBER 0512548635701
ABA ROUTING NUMBER AE240260000512548635701
ACCOUNT NAME ENERGY HOLDINGS LIMITED
BANK OFFICER SAVO FARNADOUS
TEL / FAX +971 4 3307089
SPECIAL NOTE THE SELLER RESERVES THE RIGHTS TO USE ANY OF HIS
ACCOUNTS TO
RECEIVE SBLC/MAKE PAYMENTS

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
BUYER FIDUCIARY BANK INFORMATION TO SEND MT 760 (SBLC)

BANK NAME TBA

SWIFT CODE TBA
BANK ADDRESS TBA
ACCOUNT NAME TBA
ACCOUNT NUMBER TBA
BANK OFFICER TBA
BANK OFFICER EMAIL TBA
BANK OFFICER TEL TBA
BANK OFFICER FAX TBA

BUYER’S BANK INFORMATION

BANK NAME SHINHAN BANK ( Starcity Banking Center )

SWIFT CODE SHBKKRSE
BANK ADDRESS 272, Achasan-ro, Gwangjin-gu, Seoul 05065, Korea
ACCOUNT NAME JEIL INDUSTRY CO.,LTD
ACCOUNT NUMBER 180-008-451020
BANK OFFICER Mr. Jung Kyu Lim ( Senior Clerk )
BANK OFFICER EMAIL jaykay@shinhan.com
BANK OFFICER TEL +82 2 2024 8910
BANK OFFICER FAX +0505-179-2424
ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-
CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY
BENEIFICIARY’S BANK

BUYER’S AGENT/FACILITATOR’S BANK INFORMATION

BANK NAME
SWIFT CODE
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
BANK OFFICER
BANK OFFICER EMAIL
BANK OFFICER TEL
BANK OFFICER FAX

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
SELLER’S AGENT/FACILITATOR’S BANK INFORMATION

BANK NAME
SWIFT CODE
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
BANK OFFICER
BANK OFFICER EMAIL
BANK OFFICER TEL
BANK OFFICER FAX

30 Conclusions, Declaration and Signatures

All parties to this Agreement hereby agree to be bound by the Terms and Conditions
stipulated
herein.

IN WITNESS WHEREOF, the Parties have understood all of the terms and conditions of
this Sales
Agreement and hereby agree to honor all clauses with the privileges, rights and
immunities
pertaining therein, making this Sale and Purchase Agreement effective on and as of
the
Effective Data upon signing by all Parties. This Agreement is executed in multiple
counterparts.
Facsimile of the signed Sale and Purchase Agreement are hereby accepted as
originals and will
be deemed to be valid and effective for all purposes. The Parties will distribute
the original
copies among themselves promptly.

The Parties agree to sign and stamp copies of this Contract and exchange the signed
copies by
electronic mail.
The electronic signed copy by both Parties is considered legally binding and
enforceable.

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
For and On Behalf of the SELLER:
Signature and Corporate Seal

Name : ANIL KALRA

Designation : MANAGING DIRECTOR
Date : 15th November 2018

For and On Behalf of the BUYER:

Signature and Corporate Seal

Name:
Designation:
Date: November 25, 2018

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
 Exhibit “A”

Final Verbiage for Buyer to Issue MT760

SWIFT CODE: BANK NAME: XXX
DATE: TIME:
XXX Authentication Message: SWIFT MT-760 STANDBY LETTER OF CREDIT
Start transmission----------------------------(GMT Date: / /
-------------------------
MT-760 / /
Delivery Status :
Routers :
Notification (Transmission) of the original sent by Swift (Ack) Network/Delivery:
----------------------------------------------Instance Type and
Transmission-------------------------------
Swift Input Reference :
Swift Output Reference :
-------------------------------------------------Swift Message
Header--------------------------------------
+++Swift Input : MT-760 STANDBY LETTER OF CREDIT
+++Batch Reference :
+++Notification :
+++Network Delivery Status :
+++Message Priority :
+++Sender
+++Swift Code :
+++Bank Name :
+++Bank Address :
+++Account Name :
+++Account Number :
+++Bank Officer:
+++Bank Office Telephone/Fax :
--------------------------------------------------Application Message
Block---------------------------------
+++Message Type : MT-760 STANDBY LETTER OF CREDIT
+++Receiver
+++Swift Code :
+++Bank Name :
+++Bank Address :
+++Account Name :
+++Account Number :
+++Bank Officer :
+++Bank Office Telephone/Fax :
---------------------------------------------------Swift Message
Text---------------------------------------
+++27 : Sequence of Total :
+++20 : Stanby Letter of Credit :
+++23 : Further Identification :
+++31C: Date of Issue :
+++31D: Date of Expiry/Place :
+++32A: Currency / Amount : USD
+++33B: Amount in Words :
+++39B: Maximise Credit Amount :
+++40C: Applicable Rules :
+++41A: Available With :
+++42D: Drawee / Name / Address :
+++50A: Applicant Name / Account :
+++52A: Sending Bank :
+++57A: Receiving Bank :
+++59A: Beneficiary Name / Account :
+++72C: Details :
+++73 : Purpose of instrument :
+++77C: Details

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
Text

FOR THE VALUE RECEIVED, WE XXX BANK, [ADRESS] AT THE REQUEST OF OUR CLIENT XXX,
HEREBY ISSUE OUR
IRREVOCABLE, UNCONDITIONAL, TRANSFERABLE AND WITH OUT PROTEST OR NOTIFICATION,
PROMISE TO PAY
AGAINST THIS STANBY LETTER OF CREDIT TO THE ORDER OF......................UNDER
ACCOUNT
NUMBER............................., THE BEARER OR HOLDER OF, AT MATURITY THE SUM
OF USD XXX (USD XXX ONLY)
UPON PRESENTATION AND SURRENDER THIS STANBY LETTER OF CREDIT AT OUR COUNTER.
THIS STANBY LETTER OF CREDIT VALID UNTIL XXX, WITH THE BANK ACCEPTING CERTIFY
CLAIMS UP TO (7) SEVEN
BANKING DAYS FROM EXPIRY.

SUCH PAYMENT SHALL BE MADE WITHOUT SET OF AND CLEAR OF DEDUCTION, CHARGES FEE, OR
WITHHOLDING
OF ANY NATURE PRESENTLY OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED WITHHELD OR
ASSESSED BY THE
GOVERNMENT OF XXX OR ANY POLITICAL SUBDIVISION OR AUTHORITY AND THERE IN AND THERE
OF.

THIS STANDBY LETTER OF CREDIT IS DIVISABLE, ASSIGNABLE AND TRANSFERABLE WITHOUT

PRESENTATION OF IT
TO US AND WITHOUT THE PAYMENT OF ANY TRANSFER FEE OR CHARGE.
THIS STANDBY LETTER OF CREDIT IS CASH BACKED WITH FUND ON DEPOSIT THAT ARE GOOD,
CLEAN, NON-
CRIMINAL ORIGIN, FREE OF ANY LIENS OR ENCUMBRANCES LEGALLY BY THE APPLICATION.
THE RIGHT, POWERS OF REMEDIES PROVIDED BY LAW. NO FAILURE TO EXERSISE NOR ANY DELAY
ON YOUR PART
IN EXERSISING ANY RIGHT, POWER OF REMEDY PROVIDED IN THEIS STANDBY LETTER OF CREDIT
OR BY LAW SHALL
AS A WAIVER PRELUDE ANY FURTHER OR OTHER EXERSISE OF THE SAME SUCH RIGHT, POWER OR
REMEDY.

THIS SBLC WILL BE AUTOMATICALLY CANCELED WITHOUT THE CONSENT OF THE SELLER OR
SELLER BANK, IN THE
CASE OF THE GOODS ARE NOT ARRIVING AT DESIGNED PORT WITHIN 60 DAYS AFTER THE
ISSUANCE OF THE SBLC
BY THE BUYER OR IF THE GOODS FAIL TO DELIVER AT THE DESTINATION PORT AT ANY TIME
DURING THE 12 TIMES
OF SHIPMENT THE GOODS.

THIS STANDBY LETTER OF CREDIT IS COVERED BY THE UNIFORM CUSTOMS AND PRACTICE FOR
STANDBY LETTER
OF CREDIT AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE, UNIFORM RULES FOR
DEMAND
GUARANTEES (ICC PUBLICATION NO. 500/600).
THIS STANBY LETTER OF CREDIT SHALL BE GOVERNED BY AND SHALL BE CONSTRUCTED IN
ACCORDANCE WITH THE
LAWS OF XXX.
THIS STANDBY LETTER OF CREDIT IS AN OPERATIVE INSTRUMENT.
RECORD INFORMATION SWIFT ORDERIS MAC:
AUTHORIZED OFFICER 1 :
AUTHORIZED OFFICER 2 :
1STRK CODE:
RGRDS
CHASGB21XXX
CHK:
PKI SIGNATURE:
TRACKING CODE:
MAC:
-----------------------------------------------
INTERVENTION--------------------------------------------

SELLER AND BUYER AGREE TO THE SBLC MT760 VERBIAGE

SELLER INITIAL BUYER INITIAL

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
PB 2% VERBIAGE / BANK PERFORMANCE BOND PB TEXT

TO: BENEFICARY : XXXXXXXXXX

NAME OF BANK : XXXXXXXXXX
ADDRESS : XXXXXXXXXX
ACCOUNT NAME : XXXXXXXXXX
ACCOUNT NO : XXXXXXXXXX
SWIFT : XXXXXXXXXX
BANK TEL : XXXXXXXXXX
BANK FAX : XXXXXXXXXX
BANK OFFICER : XXXXXXXXXX
BANK E-MAIL : XXXXXXXXXX

FROM： XXXXXXXXXX
NAME OF BANK : XXXXXXXXXX
BANK ADRESS : XXXXXXXXXX
ACCOUNT NAME : XXXXXXXXXX
ACCOUNT NO : XXXXXXXXXX
SWIFT : XXXXXXXXXX
BANK TEL : XXXXXXXXXX
BANK FAX : XXXXXXXXXX
BANK OFFICER : XXXXXXXXXX
BANK E-MAIL : XXXXXXXXXX

REFERENCE : XXXXXXXXXX
BANK GUARANTEE NO. : XXXXXXXXXX
CURRENCY : US DOLLARS
AMOUNT : XXXXX HUNDRED MILLION US DOLLARS ($XXX,000,000,000)
ISSUING BANK : XXXXXXXXXX
ISSUE DATE : MONTH XX, 20XX
MATURITY DATE : MONTH XX, 20XX
EXPIRY DATE : MONTH XX. 20XX
BENEFICIARY : XXXXXXXXXXXXXXXXXXXXXX

CONTRACT NUMBER :

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer
WE ARE INFORMED THAT M/S (SELLER NAME) HAS ENTERED INTO A CONTRACT WITH YOUR CLIENT
M/S
(BUYER NAME), DATED XXXXXXXXXX, CONTRACT NUMBER: XXXXXXXXXX FOR THE SUPPLY OF
NIGERIAN
LIGHT CRUDE OIL THAT A PERFORMANCE GUARANTEE OF TWO (2) PERCENT IS REQUIRED, IN THE
SUM
OF US DOLLARS XXXXXXXXXX FOR SHIPMENTS OF 2,000,000 (TWO MILLION) BARRELS PER MONTH
(+5 %), IRREVOCABLE AND TRANSFERABLE FOR THE ENTIRE DURATION OF THE CONTRACT
AGREEMENT.

YOUR CLAIM IS ALSO ACCEPTABLE IF TRANSMITTED TO US IN FULL BY DULY ENCODED TELEX

/SWIFT
THROUGH ONE OF OUR CORRESPONDENT BANKS CONFIRMING THAT YOUR ORIGINAL CLAIM HAS BEEN
FORWARDED TO US BY REGISTERED MAIL OR COURIER SERVICE AND THAT THE SAID BANK HAS
VERIFIED
YOUR SIGNATURE(S) APPEARING THEREON.

OUR GUARANTEE IS VALID FOR xxx DAYS/CONTRACT PERIOD AGREE FROM THE DATE OF ISSUE,
AND
EXPIRES IN FULL AND AUTOMATICALLY, SHOULD YOUR WRITTEN REQUEST FOR PAYMENT OR TELEX
/SWIFT NOT BE IN OUR POSSESSION AT OUR ABOVE ADDRESS ON OR BEFORE THAT DATE,
REGARDLESS
OF SUCH DATE BEING A BANKING DAY OR NOT.

THIS PB IS VALID FOR xxx DAYS FROM THE DATE OF ISSUE. BUYER BANK HAS THE RIGHTS TO
REQUEST A
BOND CALL TO SELLER'S BANK AFTER THE BUYER BANK OPENS THE FULL AMOUNT OF SBLC AND
IF THE
SELLER FAILS TO SUPPLY THE COMMODITY TO THE BUYER WITHIN 60 DAYS OF THE ISSUANCE
DATE OF
THE SBLC. THE SELLER BANK THEN IMMEDIATELY PAYS THE FULL AMOUNT OF PB TO BUYER BANK
VIA
MT103.

OUR GUARANTEE WILL BE REDUCED BY EACH PAYMENT MADE BY US AS A RESULT OF A CLAIM.

THIS PERFORMANCE BOND IS AN OPERATIVE INSTRUMENT WHICH IS PAYABLE FROM THE ISSUING
BANK AND IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEES (2010 REVISION) AND
SHALL BE GOVERNED AND CONSTRUED BY THE WITH ICC PUBLICATION NO.758 LATEST

---------------------------------------------------------- END OF MESSAGE

-------------------------------------------------------

Seller EHL - Private and Strictly Confidential Use Pursuant with Company
Instructions Buyer