MEMORANDUM OF UNDERSTANDING (MOU).

TRANSACTION: SALE OF AMERICAN EXPRESS TRAVELERS CHEQUE (TC)

RATE: ₦510/₦20 PER USD$

LOCATION: ABUJA

VOLUME: $50,000,000.00 (USD$ FIFTY MILLION DOLLARS)

MODE OF PAYMENT: DIRECT TRANSFER OF NAIRA EQUIVALENT

TRANSACTION PROCEDURE

1. Seller issues to Buyer a Memorandum of Understanding (MoU).

2. Buyer signs and returns the MoU.

3. Buyer's Bank issues a CONFIRMABLE Bank-Endorsed-Cheque (BEC) in favour of the Seller.
Note: The BEC Verbiage shall be determined by Seller and must cover the Total Amount for the
Volume required for the Tranche.

4. Seller ‘s Bank verifies the BEC from Buyer’s Bank. This is between the Seller's Bank officer and
Buyer's Bank officer. Upon Successful Verification, Seller within 72hours, deliver needed
volume of Travelers Cheque to Buyer’s choice destination within Abuja.

5. Buyer confirms receipt of the Travelers Cheque

6. Seller through his Account Officer cashes the BEC.

7. Seller immediately credits all the Accounts of Agents, Facilitators and Mandates as per Payment
Schedule in the PGL.
8. Next Tranche begins and follow the above order until the Contract-Sum is consummated.

IRREVOCABLE FEE PROTECTION AGREEMENT

WITH FULL LEGAL AND CORPORATE AUTHORITY, I HEREBY IRREVOCABLY GUARANTEE THAT UPON THE
SUCCESSFUL TRANSACTION OF THE DEAL AS THE REPRESENTATIVE OF THE BUYER (IN THE PURCHASE OF
TRAVELERS’ CHECK VALUED $50,000,000 @ THE RATE OF ₦510 LESS ₦20). I, AS THE BUYER AGREE TO PAY
A COMMISSION OF ₦20/$ (THAT IS ₦10/$ FOR SELLER’S FACILITATORS AND ₦10/$ FOR BUYER’S
FACILITATORS), PURCHASED AS COMMISSION IN THE ABOVE MENTIONED TRANSACTION, AND DO DIRECT
THAT COMMISSION FROM THIS TRANSACTION SHALL BE IMMEDIATELY PAID BY WIRE TRANSFER, AFTER
CONFIRMATION OF THE ITEMS. PAYMENT SHALL BE MARKED "SAME DAY PAYMENT” FREE FROM ANY
LIENS OR LOCAL TAXES AND WITHOUT RESTRICTIONS, IMPEDIMENTS, OR DELAYS OF ANY KIND
WHATSOEVER, OR AS OTHERWISE AGREED.
I EXPRESSLY AGREE TO IMMEDIATELY EXECUTE SUCH ADDITIONAL DOCUMENTS AS MAY BE NECESSARY OR
REQUIRED TO EFFECTUATE THE INTENTION CONTAIN HEREIN. THE UNDERSIGNED CONFIRMS AND
WARRANTS THAT THIS IRREVOCABLE FEE PROTECTION AGREEMENT WILL BE ACCEPTED BY BOTH
PARTIES.
WIRE TRANSFER PAYMENTS SHALL BE MADE SUBJECT ONLY TO THE BANK FEE FOR NORMAL TRANSFER OF
FUNDS. THE RECIPIENT SHALL BE RESPONSIBLE TO PROVIDE HIS RESPECTIVE BANKING CO-ORDINATES
AND TAX IDENTIFIER INFORMATION AS APPROPRIATE.
IT IS UNDERSTOOD AND AGREED THAT BOTH PARTIES SHALL EACH BE INDIVIDUALLY RESPONSIBLE FOR
THE PAYMENT OF THEIR OWN RESPECTIVE TAXES AND GOVERNMENT CHARGES THAT MAY BE APPLICABLE.
THIS IRREVOCABLE FEE PROTECTION AGREEMENT SHALL REMAIN UNCHANGED UNTIL THE
TRANSACTION(S) UNDER THE ABOVE REFERENCED IRREVOCABLE FEE PROTECTION AGREEMENT HAS
BEEN COMPLETED AND TERMINATED
THIS AGREEMENT IS UNCONDITIONAL, NON-TRANSFERABLE, ASSIGNABLE AND DIVISIBLE AND SHALL BE
EFFECTIVE UPON THE COMMENCEMENT FOR THE SAID TRANSACTION(S) AND SHALL REMAIN IN FULL
FORCE AND EFFECT FOR THE FULL TERM OF THE SAID TRANSACTION(S), AND SHALL APPLY TO ALL
RENEWALS, EXTENSIONS, ROLLOVERS, OR ADDITIONS PERTAINING THERETO.

BOTH PARTIES HERETO AGREE NOT TO CIRCUMVENT ANY OF THE PARTIES TO THIS TRANSACTION(S)
FOR A PERIOD OF FIVE (5) YEARS AND SHALL COMPLY WITH ALL ASPECTS OF THE NON-
CIRCUMVENTION REGULATIONS AS STATED IN THE LATEST ICC EDITION AND AMENDMENTS.
THIS DOCUMENT BINDS BOTH PARTIES, THEIR EMPLOYEES, ASSOCIATES, AGENTS, TRANSFERS,
ASSIGNS AND OR DESIGNEE'S.

BUYERS BANK DETAILS.

BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT NUMBERS
ACCOUNT OFFICER NAME:
ACCOUNT OFFICER EMAIL:

FIRST TRANCHE – FIFTY MILLION ($50,000,000.00) USD

SELLER’S AND INTERMEDIARIES’ BANKING DETAILS TO RECEIVE ₦510.00/$1 FROM BUYER
S/N Designation Bank Name Account Name Account No. Comm. Amount (₦)
DOMINION ENERGY
1. Seller UBA RESOURCE 1025263294 ₦490.00/$1 ₦##########
SERVICES LTD
Paymaster
2. (Seller’s GTBANK OD PETERSIM ENT. 0804853106 ₦5.00/$1 ₦##########
Agents)
3. Paymaster JEFT VINCO 1012601612 ₦5.00/$1 ₦##########
4 (Seller’s ZENITH BANK Sorich Media Service 0384838878 ₦##########
Brokers) GTB
5 (Seller's OJOGHO KENOBOH 0267667296 ₦1/$1 ₦##########
Brokers) GTB SIMON ₦1/$1
6 7904129170 ₦##########
₦1/$1
Seller's Brokers Providus Bank Apexibyte
7 2024793348 ₦1/$1 ₦##########
First Bank Pedora enterprise ₦1/$1
Seller's Brokers
 Seller's Brokers

Paymaster-1
8. (Buyer’s ₦6.00/$1 ₦##########
Agents)

UNBEARABLE 0824399221
ACCESS PLC, ₦4.00/$1
ENERGY OCEAN.
ACCOUNT ₦##########
0085241032 ₦##########
Paymaster-2 ACCESS BANK PLC, ₦1/$1
IKUPOLUYI AMOS
9. (Buyer’s ₦1/$1 ₦##########
ACCOUNT 0015130887
Brokers) OGUNYEMI ₦1/$1
₦1/$1 ₦##########
GTBANK ADEYINKA O
FCMB T& T Bells 4788908016
Ventures
TOTAL ₦500.00/$1 ₦##########

SIGNED, SEALED AND DELIVERED BY THE:

BUYER:

Represented by:
Date: 23 October 2023

SELLER: DOMINION ENERGY RESOURCE SERVICES LTD

Represented by:

Date: 23 October 2023