SALES AND PURCHASE AGREEMENT (SPA) FOR INTERNATIONAL

PRECIOUS METAL HS71081200 (IN BAR FORM)

Non-Monetary/Commercial Purposes/ Private/ Second-hand goods /

Recyclable with purity of 99.95%-99.99% (Year 1999 – 2014)

(This transaction is based on inter-bank SWIFT con irmation. Use ONLY international
law, INCOTERMS 2020, Thailand Customs, Import, Export, Civil and Commercial Law)

Seller/Transaction Code: SPANES/CIFxxxx/xxxx22

Buyer/Transaction Code: TRAN-01-22-EX
Transaction Code: 22001

Between

Party A: JBI Group Limited.

And

Party B: New Era Gold Ltd.

Date: November 10, 2022

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 Sales and Purchase Agreement
This Sales and Purchase Agreement (hereinafter referred to as “Contract”) is entered into on July xx,
2021 by and between the

Seller : New Era Gold Ltd

Represented by : Mr. Panya Smittikorakul
Address/details : Empire Tower, 47th Floor, Unit 4703 (River 12), South Sathorn Road, Yannawa, Sathorn,
Bangkok 10120, Thailand
Passport No. : D658965
Hereinafter called: ”Authorized Signatory / Seller”

And

Buyer : JBI Group Limited

Represented by : Mr. Ji, Zhouda
Contact number/ TEL: +852-52196306
Address/details : Unit D, 5/F Infotech Ctr, No. 21 Hung To Road, Kwun Tong, KLN. Hong Kong

Passport No. : EJ4852281

Hereinafter called: ”Authorized Signatory / Buyer”

All parties may be referred to individually as a “Party”, or collectively as “Parties”.

Subject: International Precious Metal HS71081200 (in Bar Form – Importable and Exportable
Worldwide) of purity 99.95% or better under privately held company legalized for
international import or export as Return goods / Exchange / Backup Currency / Commercial
Purposes

I, Mr. xxxxx, holding xxxxx Passport number xxxxx, acting as the Seller, declare that the Seller
hereby con irms with corporate responsibility that the Seller and the Commodity’s owner are ready,
willing and able to enter into this contract for selling purity of 99.95% or better Precious Metal to the
Buyer.

I, Mr. Ji, Zhouda, holding ‘People Republic Of China’ Passport number EJ4852281, acting as the Buyer,
declare that the Buyer hereby con irms with corporate responsibility that the Buyer and inancial
fund is ready, willing and able to enter into this contract for buying 99.95% or better Precious Metal
with the Seller.

1) Commodity
1.1 International Precious Metal HS71081200 in Bar Form – Importable and Exportable
Worldwide. Original GLD registered AU Bars in 1 kilogram (kg) and 12.5 kilograms (kg)
weight (GLD expired).
1.2 Customs tariff numbers/ Harmonized System Codes: 7108, 71081200, 71081300.

2) Speci ications
2.1 A minimum purity of 99.95% or better.

3) Quantity and Terms

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 3.1 Total Contract Quantity of 5.5 MT’, with rolls & extensions.

4) Shipments
4.1 The irst Tranche will be 5.5 MT’ (minimum purchase requirement is 400 kg per lift).
4.2 And subsequent lifts will be executed in accordance with the Tranche Schedule under
Clause 11 herein.

5) Hallmark
5.1 Second-hand goods, to be renovated/smelt into international recognized and accepted
goods.

5.2 Hallmarks - more than 5 years old, with purity of 99.95%-99.99% (Year 1999 – 2014).

S/NO BRAND SIZE ORIGIN

1. Umicore +-12.5/KG/24K/40mm Belgium

2. Royal Mint +-1/KG/24K/9.2mm England
3. Baird & Co. +-1/KG/24K/9.2mm England
4. Perth Mint +-1/KG/24K/9.2mm Australia
5. PAMP SA +-12.5/KG/24K/40mm Switzerland
6. Metalor +-12.5/KG/24K/40mm Switzerland
7. Valcambi +-12.5/KG/24K/40mm Switzerland
8. Commerzbank +-1/KG/24K/9.2mm Switzerland
9. Heraeus +-1/KG/24K/9.2mm Germany
10. Argor-Heraeus +-1/KG/24K/9.2mm Switzerland
11. RAND Re inery +-1/KG/24K/9.2mm South Africa
12. Nippon Mining +-1/KG/24K/9.2mm Japan
13. Mitsubishi +-1/KG/24K/9.2mm Japan
14. Johnson Matthey +-1 & 12.5/KG/24K Hong Kong
15. Emirates +-1/KG/24K/9.2mm UAE
16. Degussa +-1/KG/24K/9.2mm Germany
17. Logam Mulia +-1/KG/24K/9.2mm Indonesia
18. LS Nikko +-1/KG/24K/9.2mm South Korea
19. Nadir Metals +-1/KG/24K/9.2mm Turkey
20. UBS +-1/KG/24K/9.2mm Switzerland
21. Credit Suisse +-1/KG/24K/9.2mm Switzerland
22. Etihad +-1/KG/24K/9.2mm UAE
6) Selling price
6.1 The Discount to be applied shall be GROSS at -13% LBMA total, NET at -10% LBMA to
Buyer at CIF Gold Re inery plants in Hong Kong, China, per Kilogram based on Second
Price Fixing at the London Bullion Market Association (LBMA) for Good Delivery Bars
with a minimum grade of 99.95% AU, inclusive of Malca-Amit or Brinks Security
Insurance (hereinafter referred to as “Selling or Purchase Price”). In the event LBMA is
not operating on that Scheduled Day, the Purchase Price calculation shall be used based
on the Second LBMA ixing of the market-opening day.
6.2 The Scheduled Day shall be the day after the date of receipt of the Final Assay Report
from the Gold Re inery.
6.3 For the sake of clarity, the Commercial Invoice listed under Clause 10.1 d) on the day of
the shipment shall be subjected to the issuance of a credit or debit note by the Seller
against the inal Purchase Price as determined on the Scheduled Day.
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 7) Payment
7.1 As a guarantee of payment, the Buyer will issue Documentary Letter of Credit at Sight
(L/C) via SWIFT MT700 (irrevocable, transferable, assignable and divisible) to the Seller
for face value of the Lift amount (hereinafter referred to as “Payment Guarantee”)
(Appendix G) prior to the Seller releasing the Commodity for delivery to Gold Re inery
for a new and inal assay.
7.2 Payment is made to the Seller via SWIFT MT103 telegraphic transfer within three (3)
banking days after the issuance of the Re inery Final Assay Report completed in Hong
Kong, China.
7.3 The L/C shall remain valid till a date at least thirty (30) days after the date of the
delivery of the last tranche/lift of the Commodity under the Total Contract Quantity.
7.4 The L/C shall only be operative upon the receipt by the Buyer of the POP and PB.

8) Delivery
8.1 CIF Gold Re inery plant in Hong Kong, China as the Buyer’s Location. The Buyer shall
provide all information as per Appendix C herein for the Seller to review and approve
the said Gold Re inery/Location.
8.2 The Buyer shall be responsible to assist the Seller on the importation requirements of
the Commodity into the country where the designated Gold Re inery is located, and the
submission and acceptance of the Commodity into the said Gold Re inery for assaying
and/or smelting assessment, at the Buyer’s expense.

9) Documents
9.1 The Seller shall authenticate, declares, legalize, register, transfer of ownership, provide
and guarantee documents from government sectors and Seller’s responsibility of each
tranche/lift of the Commodity shall be accompanied by the following;

a) Certi icate of Assay Report

b) Certi icate of Ownership
c) Airway Bill
d) Commercial Invoice
e) Tax Certi icates
f) Import-Export license
g) Certi icate of Origin
h) Warehouse receipt and list of product
i) Custom Clearance Certi icate

10) The Tranche schedule

Tranche Schedule
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 Total Contract Quantity of 5,5 MT

Tranche # Timing Quantity Remarks

1 5,500 Kg/ MT 1) 400 kg is minimum
requirement per lift,
with rolls &
extensions (Payment
Guarantee must
cover at least 400
kg).

11) Commission payable:

11.1 The Commission shall be paid at the same time as the payment is made by the Buyer.

12) Seller’s and Buyer’s Banking Coordinates

12.1 Banking Details (Seller’s Bank) for receiving Payment Guarantee and Payment

Bank Name: Xxxxx

Bank Address: 587,589 Fashion Island Department Store, Ramintra
Road, Kunnayao, Bangkok 10230, Thailand
Bank SWIFT: BKKBTHBK

Account Name: New Era Gold Co., Ltd

(For SWIFT Use only)
Account Number: 865-0-92999-8
(For SWIFT Use only)
Bank Of icer: Manager on Duty / Kirati Laisathit (Chief Risk Of icer (CRO)
(For SWIFT Use only)
Bank Phone/Fax: +66 2 947 5245 to 47/ +66 2 947 5248

Banker Email: laisathit@bangkokbank.com

Any direct contact from the Buyer or a third party (apart from Buyer’s designated Bank
and/or Bank Of icer) with the Seller’s Bank is strictly forbidden and will cause
termination of this Contract. All bank-to-bank communications shall be via SWIFT
messages for bank-to-bank con irmation only and not by telephone or email)

12.2 Banking Details (Buyer’s Designated Bank) for issuing Payment Guarantee

Bank Name: Xxxxx

Bank Address: Xxxxx
Bank SWIFT: Xxxxx

Account Name: Xxxxx

Account Number: Xxxxx

Bank Of icer: Xxxxx

Bank Phone: Xxxxx

Banker Email: Xxxxx

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 12.3 Banking Details (Buyer’s Designated Bank) for making payment via SWIFT
MT103/TT

Bank Name: Xxxxx

Bank Address: Not applicable -
Bank SWIFT: Not applicable -

Account Name: Not applicable -

Account Number: Not applicable -

Bank Of icer: Not applicable -

Bank Phone: Not applicable -

Banker Email: Not applicable -

12.4 Each of the Buyer and Seller reserves the right to use its own or designated party's bank
coordinates to ful ill the contemplated transactions under this SPA at any time, and shall
notify each other in advance of doing so

13) PROCEDURES:

13.1 After mutual agreement at Table-Top Meeting (TTM) (wherever possible due to COVID -
19 pandemic), the Buyer and the Seller will sign and seal this Sales and Purchase
Agreement (SPA) (hereinafter referred to as the “ Contract” or “SPA”) with their full
banking coordinates. (Due to the COVID-19 pandemic, electronic signatures are
acceptable).

13.2 Both Parties shall then each lodge one original copy of this SPA with their respective
banks.

13.3 Within three (3) banking days of the signing of the Contract, the Buyer sends the
Payment Guarantee via international bank to bank SWIFT MT700 for the face value of
300 Million USD (Appendix G) to trigger the issuance of the Seller’s Proof of Product via
SWIFT MT600 (hereinafter referred to as the “POP”) (Appendix H) and 2%
Performance Bond for the face value of 300 Million USD (hereinafter referred to as the
“PB”) (Appendix I) from the Seller. The said Payment Guarantee is not operative till the
receipt of the POP and PB by the Buyer’s bank.

13.4 Once the Buyer sends the non-operative Payment Guarantee and is veri ied and
con irmed by the Seller’s Bank, the Seller will require the Buyer’s details for change of
ownership (title) to conditional status against inal payment. The Seller’s designated
bank will issue the POP and PB, followed by hard copy of POP document to be sent via
courier (DHL International Shipping) to Buyer’s designated bank. The said Payment
Guarantee shall be operative upon such issuance of the POP and PB.

13.5 Unless waived by the Buyer, t he Buyer along with an Assayer or Transporter or
Authorized Representative of its choice and costs will then be invited to the Seller’s

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 security warehouse for a physical viewing/inspection of the amount of Commodity for
the irst tranche/lift within three (3) banking days.

13.6 Within three (3) banking days after the physical inspection or as waved by the Buyer,
the Seller will transport mutually agreed quantity to the Buyer’s designated location
(Gold Re inery/Warehouse/Assayer) (hereafter referred to as “Location”) at Seller’s
costs on CIF basis. The purity assessment or re ining or smelting of the Commodity in
the Buyer’s designated Gold Re inery is to be borne by the Buyer.

13.7 Once the purity of the Commodity is assessed and checked at the Buyer’s designated
Gold Re inery via equipment assaying and/or full complete smelting, the Gold Re inery
shall email a copy of the Assayer or Re inery Final Assay Report to the Buyer and Seller
which both Parties shall agree and con irm to accept as inal results (hereinafter
referred to as ”Final Assay Report”). After the issuance of the Assayer or Re inery Final
Assay Report, the Buyer will settle the payment in full against the Seller’s Invoice
computed based on the total net weight quantity of the Commodity in kilograms
corresponding to the purity of not less than 999.5/1000 ineness, multiplied by the
Purchase Price, within three (3) banking days (Please see Clause 8: Payment) with the
Seller/Title Holder of the Commodity. The Parties agree that the Assayer or Re inery
Final Assay Report shall be the inal basis of assessment of the Commodity and shall be
binding upon the Parties. The transfer of title deed of the Commodity by the Seller/title
holder to the Buyer is made against the inal payment which must be made by SWIFT
MT103 cash transfer/TT without any delay within the said three (3) banking days,
alongside the rest of the Documentation listed under Clause 10:

13.7.1 In the absence of a Buyer’s Assayer’s or Gold Re inery’s Final Assay Report, the
Certi icate of Assay Report of the Seller’s (as part of Documentation under Clause No.
10) shall be used as the reference benchmark instead for computation of inal
Purchase Price and Invoice issuance.
13.7.2 In the absence of the payment by the Buyer in Telegraphic Transfer, etc., the Seller
shall draw upon the Payment Guarantee with the release of payment conditions
agreed to be based on the Invoice that has already been issued based on the
Assayer’s or Gold Re inery’s Final Assay Report (in the absence of such a report,
Clause 14.7.1 suf ice for the production of the Certi icate of Assay Report in lieu of,
and shall be used to compute the Invoice).
13.7.3 On the same day, Seller and Buyer shall instruct their Bank Of icers to immediately
transfer consultancy fee to the nominated accounts of consultants and
intermediaries as per IMFPA (Appendix J) by the Transaction Code: xxxxx.

13.8 The Gold Re inery designated by the Buyer, unless otherwise agreed by the Seller, shall
be a LBMA accredited re inery to accord the protection for the Seller in the jurisdiction
of Hong Kong, China since private re ineries are not acceptable and not permitted to
prepare assay report to protect the Seller’s rights and safety by Hong Kong, China s gold
import rules.

14) In the event that the Seller shall fail to deliver any mutually agreed quantity to the Buyer’s
designated Gold Re inery within ive (5) banking days of the expected delivery date, the Buyer
shall be entitled to terminate this Contract and/or with written notice to Seller, without
prejudice to its rights to claim pursuant to the Performance Bond.

15) This Contract will be signed only in Thailand, and at Seller’s designated place or electronically.

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 16) This Contract is made in English language, and shall prevail in any event of other versions
translated using a different language.

17) Upon signing of this Contract by both Parties, the Buyer shall issue the Payment Guarantee via
SWIFT MT700 within the validity period of thirty (30) banking days (Non-negotiable and
cannot be extended) and if unable to perform the said issuance, this Contract will expire
automatically.

18) This Contract shall be governed by international law. Any dispute arising out of this Contract
shall be settled through arbitration at the Singapore/ London International Arbitration
Centre.

19) A Party is not liable for failure to perform its obligations if such failure is a result of acts of
God (including ire, flood, earthquake, storm, hurricane or other natural disaster), war,
invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war,
rebellion, insurrection, military or usurped power or con iscation, terrorist activities,
nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or
interruption or failure of electricity or telephone service. No Party is entitled to terminate this
Contract under such circumstances.

20) For Buyers outside Thailand, Incoterms 2020 shall be applied.

21) The Parties agree that after the irst lift under the Contract has been successfully delivered,
inspected/assayed and paid for by the Buyer, for each Lift Quantity as agreed under the
Contract, unless already covered by the existing Payment Guarantee, the Buyer shall provide
the Payment Guarantee in the amount for such Lift Quantity to the Seller accordingly prior to
the delivery of the Lift Quantity in accordance with the agreed procedure herein, including the
option of the Buyer to issue the L/C in the form of a revolving Letter of Credit that must be
automatically restored to its full value upon each drawdown and revolved to and remain valid
till a date at least thirty (30) days after the date of the delivery of the last tranche/lift of the
Commodity under the Total Contract Quantity.

22) Seller shall bear all costs and risks of the delivery of the Commodity to Buyer’s designated
receiving location (except for taxes, charges, fees levies, duties, etc. in relation to importation
and related activities, documentation, inspections, permits, licenses, etc.). After the Seller’s
receipt of payment and title of the Commodity transferred to the Buyer, thereafter all costs
and responsibilities of insurance, storage, security and delivery costs shall pass to the Buyer.
All risks shall pass to the Buyer/Buyer’s Warehouse/Re inery after physical receipt of the
Commodity by the Buyer taking possession.

23) The Parties agree that this transaction is an “off market – private treaty sale”
transaction, and not to be transacted under the Swiss Procedure or established
guidelines under the Patriot Act or World Gold Council.

24) APPENDIX LIST

A) AUTHORIZED SIGNATORY/BUYER’S PASSPORT
B) BUYER’S COMPANY CERTIFICATE
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 C) BUYER’S DELIVERY LOCATION OF GOLD REFINERY AND DETAILS OF REFINERY
D) AUTHORIZED SIGNATORY/SELLER’S PASSPORT
E) SELLER’S COMPANY CERTIFICATE
F) SELLER’S GOLD TRADING LICENSE
G) VERBIAGE OF THE PAYMENT GUARANTEE VIA SWIFT MT700
H) VERBIAGE OF THE SELLER’S PROOF OF PRODUCT VIA SWIFT MT600
I) VERBIAGE OF THE SELLER’S PERFORMANCE BOND GUARANTEE VIA MT760
J) NCNDA/IMFPA

The Parties hereby agree on this November 10, 2022 by af ixing their signatures below:

ACCEPTED AND SIGNED BY:

Seller: Buyer:
Name: Mr. Panya Smittikorakul Name: Mr. Ji, Zhouda
Passport No.: D658965 Passport No.: EJ4852281
Company: New Era Gold Ltd Company: JBI Group Limted

Signature: _____________________________ Signature: _____________________________

Witness for Seller: Witness for Buyer:

Name: Mr. Prateep Ponimdang Name: Mr. Li Bin
Passport No.: R721330 Passport No.: E40606924

Signature: _____________________________ Signature: _____________________________

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APPENDIX A

AUTHORIZED SIGNATORY / BUYER’S PASSPORT

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APPENDIX B

BUYER’S COMPANY CERTIFICATE

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50: Applicant - Name & Address
XXXXX
59: Bene iciary - Name & Address
NAME: XXXXX
ADDRESS: XXXXX
BANK ACCOUNT NUMBER: XXXXX
32B: Currency Code, Amount
CURRENCY: UNITED STATES DOLLARS
AMOUNT: USD XXXXX
39A: Percentage Credit Amount Tolerance
05/05
41D: Available With...By... – Name & Address
ANY BANK IN <BENEFICIARY COUNTRY>
BY NEGOTIATION
IF CONFIRMED THEN NEGOTIATION RESTRICT TO CONFIRMING BANK
42C: Drafts at...
SIGHT
42D: Drawee - Name & Address
ISSUING BANK
43P: Partial Shipments
ALLOWED
43T: Transshipment
ALLOWED
44A: PORT OF LOADING/AIRPORT OF DEPARTURE
ANY PORT IN THAILAND
44B: PORT OF DISCHARGE/AIRPORT OF DESTINATION
XXXXX
44C: Latest Date of Shipment
30 DAYS FROM THE LETTER OF CREDIT ISSUE DATE
45A: Description of Goods &/or Services
+ COMMODITY: INTERNATIONAL PRECIOUS METAL HS71081200 IN BAR FORM – IMPORTABLE AND
EXPORTABLE WORLDWIDE. ORIGINAL GLD REGISTERED AU BARS IN 1 KG AND 12.5 KG WEIGHT
(GLD EXPIRED)- AS PER SELLER/TRANSACTION CODE: SPANES/CIFXXX/XXXX21,
BUYER/TRANSACTION CODE: XXXXX
+ UNIT PRICE: USD XXXX PER KILOGRAM
+ TOTAL QUANTITY: XXXXX MT (XXXXXXXX METRIC TONS)
+ SHIPMENT: XXXXXX MT PER WEEK
+ DELIVERY: BUYER’S GOLD REFINERY IN XXXXX
+ SHIPPING TERM: CIF XXXXX, DELIVER TO BUYER’S SPECIFIED LOCATION AT XXXXX
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APPENDIX C
BUYER’S DELIVERY LOCATION OF GOLD REFINERY AND DETAILS OF REFINERY

1. REFINERY INFORMATION

a. Legal name
b. Country of Incorporation

2. PHYSICAL ADDRESS

a. Full name of corporation

b. Address

c. City

d. Country

e. Postal code

2. PRINCIPAL’S CONTACT
INFORMATION
a. Name

b. Title

c. Landline Telephone number

d. Mobile Telephone number

e. E-mail address

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APPENDIX G
VERBIAGE OF THE PAYME NT GUARANTEE VIA SWIFT MT700

FORMAT UCP 600

--------------------- Instance Type and Transmission --------------

Noti ication (Transmission) of Original sent to SWIFT (NAK)
Network Delivery Status : Network XXXXX
Priority/Delivery : Normal
Message Input Reference : XXXXX
Correspondent Input Reference : XXXXX
--------------------------- Message Header -------------------------
Swift Input : FIN 700 Issue of a Documentary Credit
Sender : xxxxxxxx
Receiver : BKKBTHBK
BANGKOK BANK PUBLIC COMPANY LIMITED
333 SILOM ROAD, BANGRAK, BANGKOK 1050 0, THAILAND
--------------------------- Message Text ---------------------------
27: Sequence of Total
1/1
40A: Form of Documentary Credit
IRREVOCABLE, TRANSFERABLE, ASSIGNABLE AND DIVISIBLE
20: Documentary Credit Number
XXXXX
31C: Date of Issue
XX-XX-2021
40E: Applicable Rules
UCP LATEST VERSION
31D: Date and Place of Expiry
XX-XX-2021 (XXX DAYS AFTER ISSUANCE)
52D: Applicant Bank – Party Identi ier – Identi ier Code
BANK NAME: XXXXX
BANK ADDRESS: XXXXX
SWIFT CODE: XXXXX
BANK ACCOUNT NUMBER: XXXXX

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46A: Documents Required
100% OF SELLER’S SIGNED COMMERCIAL INVOICE VALUE IS PAYABLE AT SIGHT AGAINST THE
FOLLOWING DOCUMENTS
+ THE SELLER SIGNED COMMERCIAL INVOICE IN ONE (1) ORIGINAL AND TWO (2) COPIES –
INDICATING THE QUANTITY, AND VALUE OF THE GOODS, THE CONTRACT NUMBER OR
TRANSACTION CODE AND THE LETTER OF CREDIT NUMBER
+ SHIPPING DOCUMENTS OR DELIVERY DOCUMENTS IN ONE (1) ORIGINAL AND TWO (2) COPIES.
47A: Additional Conditions
+ TOLERANCE IS NOT ALLOWED.
+ THIRD PARTY DOCUMENTS ARE NOT ACCEPTABLE .
+ T/T REIMBURSEMENT ALLOWED.
+ BUYER SIGNED DOCUMENTS BY ELECTRONIC MEANS ACCEPTABLE
+ BUYER’S ACCEPTANCE BY xxxxxxxxxxxxxxxx – SELLER, xxxxxxxxx PASSPORT NUMBER xx
xxxxxxxxxxx SIGNS THE COMMERCIAL INVOICE.
+ THIS LETTER OF CREDIT WILL BE AUTOMATICALLY OPERATIVE UPON THE APPLICANT’S RECEIPT
OF A PERFORMANCE BOND OF 2 PERCENT (%) OF THE SHIPMENT VALUE OF XXXXXMT (USD
XXXXX) AND ACCEPTABLE AND CONFIRMED PROOF OF PRODUCT ISSUED VIA SWIFT MT600.
+ ALL DOCUMENTS MUST BE ISSUED IN ENGLISH LANGUAGE.
+ THIS LETTER OF CREDIT WILL AUTOMATICALLY RESOLVE XXXXX TIMES UNTIL THE TOTAL
QUANTITY OF XXXXXMT (XXXXX METRIC TONS) HAS BEEN SHIPPED AND DELIVERED.
71B: Charges
ALL BANK CHARGES AND COMMISSIONS OTHER THAN THE ISSUING BANK’S CHARGES ARE FOR ACCOUNT
OF BENEFICIARY
48: Period for Presentation
DOCUMENTS TO BE PRESENTED WITHIN 15 DAYS AFTER THE DATE OF ISSUANCE OF DELIVERY
DOCUMENTS DATE BUT WITHIN THE VALIDITY OF THE LETTER OF CREDIT
49: Con irmation Instructions
WITHOUT
53D: REIMBURSEMENT BANK
XXXXX
XXXXX
57D: 'Advise Through' Bank – Party Identi ier – Identi ier Code
XXXXX
XXXXX
78: Instructions to Paying/Accepting/Negotiating Bank
1. UPON RECEIPT OF DOCUMENTS IN STRICT CONFORMITY WITH THE TERMS AND CONDITIONS OF
THIS CREDIT AT OUR COUNTERS IN XXXXX, WE SHALL EFFECT PAYMENT IN ACCORDANCE WITH
THE INSTRUCTIONS OF THE BENEFICIARY BANK, VALUE 2 BANK WORKING DAYS LATER
2. ALL DOCUMENTS ARE TO BE FORWARDED TO US IN ONE LOT BY COURIER TO BANK XXXXX,
LOCATED AT XXXXX, TEL: XXXXX, FAX: XXXXX, SWIFT CODE: XXXXXXXX

72: Sender to Receiver Information

KINDLY CONFIRM HAVING NOTIFIED AND CONFIRMED THIS LETTER OF CREDIT TO BENEFICIARIES BY
RETURN SWIFT QUOTING YOUR REFERENCE

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--------------------------- Message Trailer ------------------------

VERBIAGE MT 752 ACCEPT

--------------------- Message Header ----------------------------------

SWIFT INPUT FIN MT 752 AUTHORISATION TO PAY, ACCEPT OR NEGOTIATE
CREDIT SENDER : xxxxxxxx
xxxxxx BANK
RECEIVER : xxxxxxxx
xxxxxx BANK
--------------------------- Message Text --------------------------
MESSAGE TYPE: 752
RECEIVER: xxxxxxxx MESSAGE TEXT
20: DOCUMENTARY CREDIT NUMBER DLCXXXXXXXXXXXXXXXXXXXXXXXXXX

21: PRESENTING BANK’S REFERENCE

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
23: FURTHER IDENTIFICATION ACCEPTS
30: DATE OF ADVICE OF DISCREPANCY
END OF MESSAGE TEXT/TRAILER

--------------------------- Message Trailer ------------------------

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APPENDIX H
VERBIAGE OF THE SELLER’S PROOF OF PRODUCT VIA SWIFT MT600

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APPENDIX I

VERBIAGE OF THE PERFORMANCE BOND VIA MT760

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APPENDIX J

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA) AND

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

AGREEMENT (NCNDA) (IMFPA)

WHEREAS the undersigned wish to enter into this Agreement to We the undersigned herewith referred as the SELLER, under
define certain parameters of the future legal obligations, are bound penalty of perjury do hereby irrevocably confirm and irrevocably
accept to pay all intermediaries and fee holders at the same time
by a duty of Confidentiality with respect to their sources and
and in a manner as the seller is being paid for each and every
contacts. This duty is in accordance with the International transaction of this contract up to the completion of the contract plus
Chamber of Commerce. rollovers and extensions and in accordance with the bank details to
be specified in this contract.
WHEREAS the undersigned desire to enter a working business
We, the SELLER, irrevocably confirm that we will order and direct
relationship to the mutual and common benefit of the parties our bank to endorse automatic payment orders to the beneficiaries
hereto, including their affiliates, subsidiaries, stockholders, named below; furthermore, We, the SELLER, confirm that all pay
orders shall automatically transfer funds as directed into each
partners, co-ventures, trading partners, and other associated
beneficiaries designated bank account within 1 (one) day after
organizations (hereinafter referred to as “Affiliates”). the date of closing and completion of each and every shipment of
the product provided that the buyer has received payment on any
NOW THEREFORE in consideration of the mutual promises, credit purchases during the contract term plus any/or extensions
assertions and covenants herein and other good and valuable and rollover of the specified contract. For the purpose of clarity, we
considerations, the receipts of which is acknowledged hereby, the confirm that the closing and completion of each and every
shipment shall be deemed to take place when the letter of credit
parties hereby agree as follows: issued by the buyer has been drawn down at the counters of the
issuing bank.
1. TERMS AND CONDITIONS
A. The parties will not in any manner solicit, nor accept any We, the SELLER, agree to provide all beneficiaries with written
evidence of the pay orders lodged with our bank together with
business in any manner from sources or their affiliates,
acknowledgements of their acceptance. Furthermore, our bank
which sources were made available through this shall be instructed to provide duly signed and stamped
agreement, without the express permission of the party acknowledgement of this instruction as set out in the annex.
Forming part of this agreement. It is understood that for the
who made available the source and,
purposes of this Master Fee Protection Agreement, our bank shall
B. The parties will maintain complete confidentiality be the same bank and this IMFPA acts as an integral part of it.
regarding each other’s business sources and/or their
Affiliates and will disclose such business sources only to
the named parties pursuant to the express written We the undersigned being SELLER or the seller named legally
authorized representative as stated within the signed and legally
permission of this party who made available the source,
binding main transaction, contract unconditionally agree and
and, undertake to approve and originate all payments in USD currency
C. That parties are desirous of entering into a mutual to all beneficiaries named below as their rightful and payable
commissions. This agreement also acts as a record confirming the

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 beneficial agreement and to the best of their abilities will commission amounts for each named beneficiary as set out below.
assure the other that all transaction codes established
TOTAL COMMISSION SHALL BE PAID BY THE SELLER AS
will not be affected. FOLLOWS: -
D. That they will not disclose names, addresses, e-mail
The amount of delivered refinery should be settled as herein
address, telephone and tele-fax or telex numbers to stated to be transferred into the account as follows:
any contacts by either party to third parties other than
Seller’s Mandate: 1.5%
business partners related to this agreement and that Buyer’s Mandate: 1.5%
they each recognize such contacts as the exclusive
property of the respective parties. TERM & CONDITIONS:

E. Both parties agree that they will not enter into any direct This master fee protection agreement covers the initial contract
negotiations or transactions with such contacts revealed and shall include any renewals, extensions, rollovers, additions or
any new or transfer contract any how originated from this
by the other party - date and time stamps will be used to
transaction because of the above intermediaries or changing codes
establish origin and time of such information as such of the initial contract entered into between the BUYER and
information could already be in the hands of the other SELLER.
party This master fee protection agreement and any subsequently
F. For the sake of this agreement, it does not matter issued pay orders shall be assignable, transferable and divisible
whether information is obtained from a natural or a legal and shall not be amended without the express written and
notarized consent of the receiving beneficiary. All parties agree
person.
neither to circumvent nor to attempt circumvent either for the
G. In the event of circumvention of this Agreement by either transaction of this current contract or in the future for a period of
party, directly or indirectly, the circumvented party shall three (3) years from the date of the execution of this fee protection
agreement. This document binds all parties, their employees,
be entitled to a legal monetary penalty equal to the
associates, transferees and assignees or designees.
maximum service it should realize from such a
All faxed and/or e-mailed signatures shall be considered as original
transaction plus any and all expenses, including but not
signatures for the purpose of binding all parties to this agreement.
limited to all legal costs and expenses incurred to This document may be signed & in any number of counterparts all
recover the lost revenue. Paragraphs D and E shall of which shall be taken together and shall constitute as being one
apply to establish circumvention. & the same instrument.

H. All considerations, benefits, bonuses, participation fees Any party may enter into this document and the agreement
and/or commissions received as a result of the constituted thereby by signing any counterpart any time, date or
period mentioned in any provision of this document shall only be
contributions of the parties in the Agreement, relating to
amended by agreement in writing and signed off by all parties
any and all transactions will be allocated as mutually concerned.
agreed.
Furthermore, we agree that any and all commissions due shall be
I. This Agreement is valid on all transactions between the paid to the beneficiary as a result of any extension or rolls of the
parties herein and shall be governed by the enforceable contract and that we shall effect all necessary documentation with
law in All Commonwealth Countries, European Union our bank without any undue delays to ensure such commissions
and paid within the terms of the agreement.
Countries, USA Courts, or under Swiss Law in Zurich,
in the event of dispute, the arbitration laws of the PARTIAL INVALIDITY:

Country under which jurisdiction the contract is signed, The illegality, invalidity and non-enforceable provision of this
will apply. document under the laws of any jurisdiction shall not affect its
illegality, validity or enforceability under the law of any other
J. The signing parties hereby accept such selected
jurisdiction or provision.
jurisdiction as the exclusive venue. The duration of the
Agreement shall perpetuate for three (3) years from GOVERNING LAW AND JURISDICTION:

last date of signing with a possible renegotiation of This document shall be governed & construed in accordance with
a new term. current English or I.C.C 400/500/600 signed between partners
NCND laws.
2. AGREEMENT TO TERMS
A. Signatures to this Agreement received by the way of ARBITRATION:
Facsimile, Mail and/or E-mail shall be deemed an executable All parties agree to refer any disputes between the parties arising
contract. Agreement enforceable and admissible for all out of or in connection with this agreement including any questions
purposes as may be necessary under the terms of the regarding its existence, validity or termination to arbitration rules of
the international arbitration centre (I.A.C). The appointed arbitrator
Agreement. shall hold the proceedings in any country chosen by the parties
B. All signatories hereto acknowledge that they have read and the rules of the IAC shall apply.
the foregoing Agreement and by their initials and

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 signature that they have full and complete authority to This document is signed and accepted by parties named below as
execute the document for and on behalf of the party for to be included in the main contract.

which they have given their signature.

“Accepted and agreed without change (Electronic signature is valid and accepted as hand signature)”

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As
applicable, this agreement shall be: -
Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act’’ or such other applicable law
conforming to the UNCITRAL Model Law on Electronic Signatures (2001)

1. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for
Trade Facilitation and Electronic Business (UN/CEFACT).
EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard
copy of any document that has been previously transmitted by electronic means provided however, that any such request shall i n
no manner delay the parties from performing their respective obligations and duties under EDT instruments.

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 “ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE”
EDT (Electronic document transmissions)
EDT (Electronic document transmissions) shall be deemed valid and
enforceable in respect of any provisions of this Contract. As applicable, this
Agreement shall be:
1. Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and
National Commerce Act’’ or such other applicable law conforming to the
UNCITRAL Model Law on Electronic Signatures (2001) and
2. Electronic Commerce Agreement (ECE/ TRADE/257, Geneva, May 2000)
adopted by the United Nations Centre for Trade Facilitation and Electronic
Business (UN/CEFACT).
3. EDT documents shall be subject to European Community Directive No.
95/46/EEC, as applicable. Either Party may request hard copy of any document
that has been previously transmitted by electronic means provided however, that
any such request shall in no manner delay the parties from performing their
respective obligations and duties under EDT instruments.

- END OF CONTRACT -

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