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IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

This IRREVOCABLE MASTER FEE PROTECTION AGREEMENT is considered as an integral


part of ALL sales and purchase agreements with the below-mentioned buyer and seller:

THE SELLER:
Company Name :
Company Register No. :
Address :
Legal Representative :
Title :

AND

THE BUYER 1:
Company Name :
Company Register No. :
Address :
Legal Representative :
Title :

THE BUYER 2:
Company Name :
Company Register No. :
Address :
Legal Representative :
Title :

We, the undersigned here with referred as the SELLER, under penalty of perjury do hereby
irrevocably confirm and irrevocably accept to pay the intermediary at the same time and in a
manner as the seller receives the payment from the buyer for each and every transaction up to the
completion of the contract plus rollovers and extensions and in accordance with the bank details to
be specified in this contract.

We, the SELLER, irrevocably confirm that we shall transfer fees as agreed into beneficiary
designated bank account within three (3) days after the date of closing and completion of each
and every shipment of the product during the contract term plus any/or extensions and rollover of
the specified contract. For the purpose of clarity, we confirm that the closing and completion of
each and every shipment shall be deemed to take place when the 100% value of the product has
been received by the seller bank.

We, the SELLER, irrevocably agree to provide the intermediary with written evidence of the pay
orders lodged with our bank together with acknowledgements of their acceptance. It is understood
that for the purposes of this Irrevocable Master Fee Protection Agreement, our bank shall be the
same bank and this Irrevocable Master Fee Protection Agreement acts as an integral part of it.

We, the undersigned being the SELLER named legally authorized representative as stated
within the signed and legally binding main transaction, contract unconditionally agree and
undertake to approve and originate all payments in USD currency to the intermediary named
below as their rightful and payable commissions. This agreement also acts as a record confirming
the commission amounts for the intermediary.

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COMMISION SHALL BE SETTLED AND TRANSFERRED INTO THE BENEFICIARY BANK
ACCOUNT BY SELLER AS FOLLOWS:

Commission Amount = ____ USD/MT * Product Quantity

Above-mentioned buyer and seller shall sign the sales and purchase agreements of annual
2,000,000 metric tons, with an average monthly quantity of about 160,000 metric tons. The
specific product quantity depends on the actual implementation of the sales and purchase
agreements, which will be confirmed by seller, buyer and intermediary.

THE INTERMEDIARY INFORMATION:

Company Name :
Company Register No. :
Address :
Legal Representative :
Title :
BENEFICIARY BANK DETAILS 受益人银行详情
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
SWIFT CODE:
BANK ACC. NO:

1.TERMS AND CONDITIONS:

a. This Irrevocable Master Fee Protection Agreement covers the initial contract and shall
include any renewals, extensions, rollovers, additions or any new or transfer contract anyhow
originated from this transition because of the above-mentioned intermediary or changing titles
or codes of the initial contract entered into between the buyer and seller.

b. This Irrevocable Master Fee Protection Agreement and any subsequently issued pay orders
shall be assignable, transferable and divisible and shall not be amended without the express
written and notarized consent of the receiving beneficiary. All parties agree neither to
circumvent nor to attempt circumvent either for the transaction of this current contract or in the
future for a period of five (5) years from the date of the execution of this Irrevocable Master Fee
Protection Agreement. This document binds all parties, their employees, associates,
transferees and assignees or designees

c. All faxed and/or e-mailed signatures shall be considered as original signatures for the
purpose of binding all parties to this agreement. This document may be signed & in any number
of counterparts all of which shall be taken together and shall constitute as being one & the
same instrument.

d. Any party may enter into this document and the agreement constituted thereby by signing
any counterpart anytime, date or period mentioned in any provision of this document shall only
be amended by agreement in writing and signed off by all parties concerned.

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e. Furthermore, we agree that any and all commissions due shall be paid to the beneficiary as a
result of any extensions or rolls of the contract, and we shall effect all necessary documentation
with our bank without any undue delays to ensure such commissions paid within the terms of
the agreement.

2. PARTIAL INVALIDITY:

a. The illegality, invalidity and non-enforceable provision of this document under the laws of any
jurisdiction shall not affect its legality, validity or enforceability under the law of any other
jurisdiction or provision.

3. GOVERNING LAW AND JURISDICTION :

a. This document shall be governed & construed in accordance with current laws of China and
Philippines or NCND signed by all parties.

4. ARBITRATION:

a. All parties agree to refer any disputes between the parties arising out of or in connection with
this agreement including any questions regarding its existence, validity or termination to
arbitration rules of the international arbitration centre (I.A.C.) .The appointed arbitrator shall hold
the proceedings in any country chosen by the parties and the rules of the I.A.C. shall apply.

This document supersedes any and all previously verbally or written Agreement.

This document is signed and accepted by parties as to be included in the main contracts signed
between the buyer and seller named above.

This document is made both by Chinese and English, each of which shall be deemed equally
authentic.

This document shall become effective after signature and seal by SELLER and INTERMEDIARY.

ACCEPTANCE BY THE SELLER

Signature/Seal:

Name :
Title :
Company Name :
Company Register No. :
Date :

Accepted and Agreed without change:


THE COMMISIONS SHOULD BE PAID BY SELLER WITHIN THREE (3) DAYS AFTER
RECEIVING THE PAYMENT FROM BUYER.

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ACCEPTANCE BY THE INTERMEDIARY 中间人认可

Signature/Seal :

Name :
Title :
Company Name :
Company Register No. :
Date :

ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES CITY OF SURIGAO

Before me, a Notary Public for and in ___________________________________, on this day ______ of
________________ 2022, appeared the foregoing affiants who exhibited to me their competent proof of identity,as

NAME Identification ID# Expiry

_______________________ ___________ ___________________ _________________

_______________________ ___________ ___________________ _________________

Known to me and to me known to be the same persons who executed the same instrument and they
acknowledged to me that the same is their free act voluntary deed.
This instrument is consisting of FOUR (4) pages including this page where the acknowledgment is written,
have been signed by the parties and witnesses on each and every page thereof.

WITNESS MY HAND SEAL on the date and place above written.

NOTARY PUBLIC

Doc. No. __________;

Page No. _________;

Book No. _________;

Series of 2022.

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