SOURCE MARINE GLOBAL SERVICES LIMITED

TTO SALES & PURCHASE CONTRACT AGREEMENT CRUDE OIL

Transaction Code: SMGSL-FICG-02-20-2020/BLCO-TTO-GHANA WATER

Code BUYER:

PROOF OF PRODUCT/CARGO INFORMATIONALLOCATION DETAILS

The product offered by the Seller and accepted by the Buyer is Bonny Light Crude Oil
that shall be lifted from NNPC Bulk approved equity agent's share Off OPEC Record.

QUALITY: NIGERIAN LIGHT CRUDE OIL OF STANDARD EXPORT GRADE.

This agreement is made on this xx, NOVEMBER, 2019 by and between.

Seller Name: SOURCE MARINE GLOBAL SERVICES LIMITED

RC No.: 723311
Address: Bombay Crescent, Apapa - LAGOS
Legally-Represented by: Mr. Adebowale DADA
Email:

Buyer Name:
RC No.:
Address:
Legally-Represented by:
Email:
SOURCE MARINE GLOBAL SERVICES LIMITED

1. Definitions
2. Scope Of The Contract
3. Recitals
4. The Product
5. Quantity
6. Quality
7. Measurement & Samples
8. Delivery Terms
9. Title and Risk of Loss
10. Indemnity
11. Price, Credit Period & Currency
12. Payment Terms
13. Berth & Discharge Port
14. Vessel Nominations & Shipment
15. Warranties
16. Documents
17. Taxes, Duties and Charges
18. Force Majeure
19. Liability & Penalty
20. Assignment
21. Applicable Law, Litigation & Arbitration
22. General Provisions
23. Notices
24. Amendments and Waivers
25. Penalty
26. Insurance
27. Legal Addresses of the Parties
28. Non Circumvention Non Disclosure Confidentiality Agreement
29. Conclusions, Declarations and Signatures

1. Definitions

Except where the context otherwise indicates, the following terms shall have the meaning as described
to them in this paragraph I, 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 (Mb
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.
SOURCE MARINE GLOBAL SERVICES LIMITED
"TTT" Strictly as referred to in the interpretations defined by INCOTERMS, Edition 2010 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.
”Platt's" Brent 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 these standards 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.
"NNPC/JV " 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 F.
"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(s)" shall, in respect of a cargo, mean the port(s) nominated by buyer and accepted by
seller for discharge of such cargo in accordance with the agreement.
"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.
"LAYTIME" shall have the meaning as that given to it in paragraph 15 of this agreement.
"Metric Ton" shall mean unit of weight equal to one thousand (1000) Kilograms and 7.57 Barrels shall
be equal to one (I) metric Ton, measured at 60 degrees F.
"Month" shall mean a calendar month.
"Oil" shall mean crude oil specified in this agreement.
"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
'Quarter" shall mean a period of the three (3) consecutive months commencing on first (l st) January, or
first (I st) April or first (I ) July or first (I st) October.
"Transshipment" shall mean the transfer of the oil from a vessel into another vessel,
"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.
'Year" shall mean a calendar year commencing on first (I s ) January.
"Gallon" A unit of volume equivalent to 231 cubic inches or 0.3785 cubic meters, all measured at 60
degrees F.
SOURCE MARINE GLOBAL SERVICES LIMITED
"Commodity" Referred to as being Bonny Light Crude Oil, elsewhere in the agreement also referred to
as Bonny Light, which Specifications, as specified by NNPC/JV will be furnished by the SELLER and
added as Appendix "A" to these contract agreements.

2. Scope of the Contract

I 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 The BUYER desires to purchase Crude Oil (hereinafter called product) of Nigeria Origin.

3 The Nigerian National Petroleum Corporation (the SELLER) has sold and the BUYER has bought
on TTT Basis the total quantity of 2,000,000 BARRELS+/-5% of Bonny Light Crude Oil with possible
extensions and rollovers.

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 on the other hand also 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 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 Bonny Light Crude Oil that shall be lifted
from NNPC/JV equity agent's share.

5. Quantity

The Seller shall supply a quantity of about 2,000,000 BARRELS

6. Quality

Will be as per NNPC/JV export grade specification, only water and basic sediment (B.S&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 "SAY BOLT" or
"SGS" which shall be final and binding upon the parties.
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 as stated and the responsibility of the Seller and inspection at the port
of loading.
SOURCE MARINE GLOBAL SERVICES LIMITED
If the specification of the product as per inspection for NNPC/JV Export Grade fails to conform with the
Bonny 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 1/10 th (one tenth) of a percent above 0.15% wt., Sulphur
for the Crude Oil.

API Not less than 34

Specific Gravity: 0.8459
Water Content: 0.2% Vol. max
BSW: 0.6% Vol. max.

Pour point: Below 40 Degree F. max

Salt: LB per 1,000 bbl, 12, max
Total Sulphur, wt%: 0.14 max
Reid Vapor Pressure: 6.52 PSIG, max
Carbon Residue, wt%: 1.0, max.
VIM, PPM wt: 2.0
Vis, cst@ 37.8 Deg C: 3.47, min.
Yield wt%: 2.10
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 SAYBOLT 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 CIF

The terms of the delivery for this agreement shall be of CIF basis. Any terms not covered by this
agreement shall be covered by INCOTERMS 2010 for CIF sales.

The Parties agree that the BUYER shall notify the SELLER in a timely manner, with the chartered Vessel's
particulars necessary for the programming and loading of each particular shipment.

Vessels chartered by Buyer shall in all respects comply with all applicable rules, regulations and
directions of governmental and port authorities at the loading/discharge port(s) and shall conform to
all relevant international maritime laws, regulations and conventions.
Seller shall exercise its best efforts to cause first shipment to be loaded within Fifteen (15) business days
following acceptance of Buyer's financial instrument.
SOURCE MARINE GLOBAL SERVICES LIMITED

9. Title and Risk of Loss

Title and risk of loss or damage to the Crude Oil shall pass from Seller to Buyer at the loading port when
the last drop of the Crude Oil is loaded into the buyer's nominated Vessel and all connections to the
vessel/storage have been removed.

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/criminal sources.

11. GROSS DISCOUNT NGN68.OO/BBL; NGN63.00 NET TO BUYER

NGN5.OO/BBL COMMISSION TO BE SHARED 50/50 to both Seller and Buyer's Agents.
CONSULTANT NGN1:00

11.1 PROFORMA INVOICE: ISSUED UPON COMPLETION OF LOADING, BASED ON THE LOAD METER
READING AND THE PRICE ESTABLISHED IN THE CONTRACT AND HEREIN WITH FULL PROOF OF
PRODUCT (POP) COMMERCIAL INVOICE:

12. Payment Terms

MT 103, WITH A PRE-ADVICE OF PAYMENT UNDER FULL BANK RESPONSIBILITY IN

EXCHANGE FOR TITLE PER INVOICE AND ORIGINAL DOCUMENTS REQUIRED IN THE
CONTRACT TERMS FOR PAYMENT.

1 Quantity, as assessed at the Loading port by the Independent Inspector or Surveyor Company, and
price as determined as per clause 11 of this contract, will be used to compute the Seller's invoice.
2 In case the amount of the Seller's invoice is lower than the amount of the LC, only the invoicing
amount will be paid from this credit.
3 Any shortage of payment relative to the Seller's commercial invoice shall be settled by means of
Debit Notes or supplementary Invoice as the case may be, and the amount settled by its addition to
the next month's Letter of Credit.
4 In case that in some month the sum of the Debit Note from the previous month plus the value of the
monthly million barrels to be loaded overcome the value of the Letter of Credit, the Seller will have
the option to require from the Buyer to Increase the amount of the LC or to reduce the quantity to
be loaded, so as to cancel the difference, and this will not be deemed a contract default.
5 On the last shipment and final delivery of the contract the above-mentioned difference shall
immediately be settled at sight at the time of payment by SWIFT transfer.
6 In the event payment due date falls on a Saturday or a New York banking holiday other than a
Monday, then payment will be affected on the preceding New York banking day. If the payment due
date falls on a Sunday or a Monday, which is a banking holiday in New York, then the payment shall
be effected on the next New York banking day.
7 Buyer shall instruct its bank to 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.
SOURCE MARINE GLOBAL SERVICES LIMITED
8 All documents drawn under and in compliance with the Terms of the Letter of Credit shall be duly
honored upon presentation, unless otherwise stated. The Letter of Credit shall be subject to the
Uniform Customs and Practice for letter of Credit (1993 revision, International Chamber of
Commerce, Paris Publication No. 500).
9 All Payment instruments will be presented at the issuing Bank for payment through seller's bank's
counter, as in this contract agreement terms and conditions and the deliveries and payment are
effectuated according to the contract agreement herein.
10 The Letter of Credit shall be in the form accepted by the seller and meeting international
requirements.
11 The SELLER and BUYER each shall be responsible for their own bank charges.

13. Berth & Loading Port

I. Seller shall provide and make necessary arrangements at the loading port to enable the vessel
reach and leave safely.
2. Seller shall program, manifest, hire inspection agency, and assure that all necessary documents
and applicable regulations of governmental, local and port authorities at the loading port are
executed accordingly; (including pilot age, port authority, etc... )
3. Buyer shall ensure timely arrival of the ship to the loading port in conformity with the approved
schedule, in a prepared state for fitness and cleanliness inspection.
4. The Master or his agent shall advise the ship's ETA at 120, 72, 48, and 24 hours ETA and/or shall
advise notice of readiness (N.O.R.) to the Loading Port Authority, and to the Seller / Buyer's
representative(s) or Ship owner's Agent.
5. N.O.R. may be tendered only after the vessel has arrived within the customary anchorage or
waiting place of the port and only during official working hours.
6. Should vessel fail to give one of the above-mentioned ETA notices, and then the laytime shall be
automatically extended by 24 hours.
7. Soonest possible after the loading has been completed Seller shall notify Buyer of the actual
quantity loaded by way of a Surveyor (SGS) Report.
8. The monthly time period shall commence to count from the date on which the nominated
international Surveyor Company has ascertained the quantity and quality of the first batch
loaded. The time period for the conclusion of each monthly supply shall terminate once the final
batch of the current monthly lot has been assessed at the loading port. However, the time period
between the first and the final batch should not exceed 30 (THIRTY) days.

14. PROCEDURE TTO DELIVERY TO GHANA

1). Seller/Buyer sign SPA and return with
buyer’s ATB FORMATS including SUPERCARGO
DETAILS/INSPECTION CIS/COI/PP. Contract
contains Seller's nominated fiduciary bank as
well as account details. Both parties deposit
their copy of the signed SPA with their
respective banks. Electronic signed SPA is
SOURCE MARINE GLOBAL SERVICES LIMITED

acceptable as binding on both parties

including a vessel details for tracking and
confirmation of product availability, then
buyer’s bank immediately issue a bank
guarantee to seller’s fiduciaries bank account

4.) Upon confirmation of the above

requirements from buyer, Seller instructs his
captain on the already loaded vessel to to
start sailing to 10 --12 nautical miles Ghana
waters on arrival announce her present on
buyer's behalf equally issue Marine ATB
and takes buyer's inspection team on board for
product confirmation, attestation duly
endorsed by both supercargo/captain
released according to buyer's ATB
format and inspector takes samples and
disembarks while supercargo remains on
board the Loaded vessel.

5.) Upon the out tonnage of Q&Q report, at

positive result equally forwarded to both
buyer and seller

6.) Buyer's drop NGN100M logistics to seller's account

to enable seller do fast document-ion then buyer makes
final payment to Seller's nominated Bank
account via MT103 for total product value
on out-turn barrels deducting the NGN100m
already paid of logistics and fast
documentation .

7.) Buyer’s pays commission to agents Bank

accounts as in signed contract and seller’s
commercial invoice by swift wire transfer.

8.) Seller confirms all Payments including the

Agents and Consultants on this SPA, and
Seller releases ATS, Original Ownership
SOURCE MARINE GLOBAL SERVICES LIMITED

Titles, and all Cargo documents to Buyer in

Hard Copies and introduce buyer to vessel
handler for takeover then vessel sails to
buyer’s destination.

NEXT SHIPMENT TRANSACTION ACCORDING TO BUYER'S

INSTRUMENT VALUE STARTS
10. EXTENSION: THIS AGREEMENT MAY BE EXTENDED BY MUTUAL AGREEMENT IN WRITING TO
COVER ADDITIONAL SUPPLIES OF THE CRUDE OIL FOR QUANTITY AND DURATION ACCEPTABLE TO
ALL PARTIES. ANY ADDITIONAL SUPPLY IS TO BE AGREED BETWEEN THE PARTIES PRIOR TO THE
TERMINATION OF THIS AGREEMENT.
NOTE: PAYMENT MUST BE EFFECTED TO THE SELLERS, ALL MANDATES AND
FACILITATORS ACCOUNTS IMMEDIATELY, UPON A SUCCESSFUL Q & Q REPORT,
SUBMITTED TO BOTH BUYER AND SELLER.

15. Warranties

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

16. Documents

The documents as listed below which, will be handed over to the Buyer together with invoice in Original
and three copies for activating the PAYMENT PROCESS.
I Full set of 3 original and non-negotiable copies of Bill of Lading
2 1 Original and 3 copies of Certificate of Quantity
3 1 Original and 3 copies of Certificate of Quality
4 1 Original and 3 copies of Certificate of Origin
5 1 Original and 3 copies of master's receipt of samples
6 1 Original and 3 copies for master's receipt of each one-copy document, excepting commercial
invoice
7 1 Original Ullage report issued at loading terminal
8 1 Original and 3 copies of cleanliness report at loading port
Any other documents pertaining or related to the current transaction, duly signed by the authorized
person(s) and as required by and specified in the Irrevocable Revolving Divisible Transferable Letter of
Credit.

17.Taxes, Duties & Charges

Seller shall pay ordinary agency fees, towage, pilot age and similar port charges, port duties and after
taxes against Vessel at the loading Port.
SOURCE MARINE GLOBAL SERVICES LIMITED
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, imposts and taxes for its 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.
I 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.
2 Any strike, lockout or labor dispute.
3 Adverse weather, perils of the sea or embargos.
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 the Agreement by the due dates or
according to the provision of paragraph V which obligations are absolute.
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.

The party seeking relief under (l) 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.
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. Liability and Penalty

After receiving a Letter of Credit from the Buyer, delay exceeding the validity of the Letter of Credit,
shall be considered as a non- performance on the part of the Seller.
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

I Neither Seller nor Buyer may assign its rights to this Contract without the prior written consent of the
other party. Buyer 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.
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 Phone/fax numbers.
SOURCE MARINE GLOBAL SERVICES LIMITED

21.Applicable Law, Litigation and Arbitration

The agreement shall be governed and construed in accordance with NEW YORK, USA laws.
I 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. 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.
2 If any dispute or controversy that may arise in connection with or as a result of provision or provisions
of this Sales / purchase Agreement, which are not settled amicably Within the parties it shall then
resolved by the rules of Conciliation and Arbitration of the International Chamber of Commerce in
New York, USA.
3 The proceeding shall be conducted by one (l) arbitrator in accordance with the rules for Arbitration of
the International Chamber of Commerce. The arbitration proceeding shall be conducted in the
English language.
4 Any arbitral award shall be enforceable in accordance with the rules of the New York convention of
1958 on the recognition and enforcement of foreign arbitral awards. 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.
5 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

I 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.
2 The Agreement and all information obtained by one party from the other party shall be treated as
confidential.
3 The headings appearing in the Agreement are for convenience only.
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.

24. Amendments and Waivers

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

25. Penalty
SOURCE MARINE GLOBAL SERVICES LIMITED
After this contract is signed by both seller and buyer, and copies exchanged electronically or otherwise
by a delivery service, failure to follow the banking procedure in time and form herein is considered
breach of this contract and puts the failing party in default position to pay a one-time penalty fee of
One Million US Dollars (USD1,000,000.00) to the other party.

26. Insurance

Buyer, at his own expense, 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 nsks
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

Buyer:
Name: EHISOLE RESOURCES INT’L LIMITED
Address: BENIN CITY , NIGERIA
Email:

28. Non Circumvention Non Disclosure Confidentiality Agreement

IICC 400/500 TO COVERED ALL LAW NOT INCLUDED IN THE NCNDA THEREIN

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-advised 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. The exception being that all the above
documents are to be passed through the consultant group in London.

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 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,
SOURCE MARINE GLOBAL SERVICES LIMITED
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 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. Agreement shall be valid for five years commencing from the date of this Agreement and
expire on November 1, 2024. This Agreement has an option to renew for a further period
of five (5) 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 buyers or buyers 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 signs 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.

PAYMENT COMMISSIONS

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

1. The above mentioned transaction involves the purchase of 1,000,000 Barrels of BONNY
LIGHT with possible rollovers and extensions. The following will set out the protection of
fees should a contract be executed and consummated under the terms and conditions
mutually agreed upon by the principals or their mandate agents.
SOURCE MARINE GLOBAL SERVICES LIMITED
The fees to be free of legal impediment and free of any deductions, excluding bank transfer
fees and routine banking delays, for this and all subsequent transactions with this buyer
Payment of the Service Fee will be made at each and every shipment settled until the total
contract amount has been closed in full, including all subsequent extensions, additions,
rollovers, modifications or renewals thereof. This includes any other commodity the parties
herein may offer each other.
2. The Payer/Buyer agrees to execute and place bank certified Irrevocable Bank Pay Orders
(IBPO) in full force with the paying bank or entity for the purpose of payment to each of
the paymasters within three international banking days from the date of the contract being
executed between the principles or their mandates.
3. The Paying Bank to this Irrevocable Pay order Fee Protection Agreement will be the
following:
4. This agreement includes by reference and incorporates the Standard International Non
Circumvention Agreement and conditions as set forth by International Chamber of
Commerce (ICC Publication 500, revised 1994)
5. The total Service Fee rate of USDN68.00 LESS S5.00 of BONNY LIGHT CRUDE OIL is divided
and the rates entered in clauses from 10 to 17 below in the name of each Paymaster who is
the legal Buyer's Agent for the disbursement for the amount due to each Intermediary
Payee in the Paymaster's "INTERMEDIARY GROUP", based on their individual Fee rate
which is multiplied by the number of BARRELS of product delivered for each shipment. The
Bank to each Intermediary Payee under a standing, Irrevocable and Confirmed Banker's Pay
Order, shall immediately and automatically disburse each Service Fee payment received by
the Paymaster's Bank from the Buyer. If the Paymaster fails to perform the duties under
the terms of this Agreement, or becomes incompetent to do so, then the Buyer shall pay
each Intermediary Payee directly under the same payment system as for the Paymasters.
SELLER’S FUDICIARIES BANK DETAILS TO RECEIVE THE NGN100 MILLION BANK GUARATEE

The Managing Director,

FESOCON INC, 425 KARNER ROAD, ALBANY NEW YORK, NY 12205, USA.

Attention: NSIKAK EDEM UMOH. FATIMA OTHMAN MOMA.

NIGERIAN ACCOUNT DETAILS:

Bank: FCMB PLC

Account Name: FESOCON NIGERIA LIMITED.

Account No: 4733063023.

Branch Manager/ Account Officer's name: MR WALE ABIOYE.

Account Officer's e.mail Address: wale.abioye@fcmb.com

Phone No- 0817 496 3059.

SELLER'S ACCOUNT IS SUBJECT TO CHANGE; EVEN AFTER THE SPA HAS BEEN
SIGNED (BUYER WILL BE NOTIFIED).
SELLER’S BANK DETAILS TO RECEIVE THE NGN100MILLION BANK GUARATEE LOGISTICS AND
ALSO ENTIRE CARGO PAYMENT
BANK NAME: CITIBANK LONDON
BANK ADDRESS: CITIGROUP CENTRE, 2, CANADA SQUARE, LONDON, E145LBUK
SWIFT CODE: CITIGB2L
SORT CODE: 185008
ROUTING NUMBER: G835CITI185008117191 (USD)
SOURCE MARINE GLOBAL SERVICES LIMITED
FOR ONWARD TRANSFER TO:
BANK NAME: POLARIS BANK NIGERIA LIMITED
BANK ADDRESS: c/o: HEAD OFFICE BRANCH
BENEFICIARY NAME: SOURCE MARINE GLOBAL SERVICES LTD.
DOLLAR ACCOUNT NUMBER: 1771481136
ACCOUNT OFFICER’S NAME: TITILADE FAJEMISI
E-MAIL: ifajemisi@skyebankng.com

SELLER'S MANDATE BANKING DETAILS TO RECEIVE =NGN 1.00/BBL

BANK NAME CITIBANK NEWYORK USA
ADDRESS 399 PARK AVENUE, NY10043 USA
SWIFT CODE CITIUS33
ROUTINE ABA NUMBER 021000089
BENEFICIARY BANK NAME GUARANTY TRUST BANK
SWIFT CODE GTBINGLA
BENEFICIARY ACCOUNT NAME KANONMEDIES VENTURES (NIG.)
ACCOUNT NUMBERS 0431309254 ( DOMICLARY)
0431309247 ( NAIRA CURRENT)
ACCOUNT OFFICER’S NAME IFEANYI ONYEBU
E-MAIL ADDRESS ifeanyi.onyebu@gtbank.com
TEL +234 803-866-9067
+234 811-375-8147

SPECIAL INSTRUCTIONS: All Wire transfers

shall incorporate below Text Message and a copy
of Bank Wire Transfer MSG REQUIRED BY
BANK: slip shall be emailed
to:Kanonmedies@gmail.com and for legal
verification and documentation pursuant to
Patriot Act for legal verification and
documentation pursuant to Patriot Act/Banking
regulations with One Original Contract copy to
bank

SELLER'S FACILITATORS (GROUP) BANKING DETAILS TO RECEIVE = NGN1.00/BBL(MOU)

BANK NAME FIRST BANK PLC.
BANK ADDRESS 99, IKOT EKPENE ROAD OGBOR HILL ABA,ABIA STATE.
ACCOUNT NAME DANOKGRAIFY GLOBAL RESOURCES LTD
ACCOUNT NUMBER 2032241749
SWIFT CODE TBN
ACCOUNT OFFICER NAME TBN
ACCOUNT OFFICER TBN
EMAIL
BANK PHONE TBN
SOURCE MARINE GLOBAL SERVICES LIMITED
CONSULTANT’S (GROUP A) BANKING DETAILS TO RECEIVE = NGN0.60K/PER BBL( MOU
BANK NAME ACCESS BANK PLC.
BANK ADDRESS EZIUKWU ABA,ABIA STATE.
ACCOUNT NAME ELEANYA SUNDAY OGBONNAYA
ACCOUNT NUMBER 0000179176
SWIFT CODE TBN
ACCOUNT OFFICER NAME TBN
ACCOUNT OFFICER TBN
EMAIL
BANK PHONE TBN

CONSULTANT’S (GROUP B) BANKING DETAILS TO RECEIVE = NGN0.40K/PER BBL( MOU

BANK NAME FIRST BANK PLC
BANK ADDRESS BIDA , NIGER STATE
ACCOUNT NAME GAMBO ABDULLAHMIN
ACCOUNT NUMBER 2018243095
SWIFT CODE
ACCOUNT OFFICER NAME ABUBAKAR
ACCOUNT OFFICER EMAIL
BANK PHONE
PAYMENT DETAILS SPECIAL THE TRANSFER OR CLEAR STREAM TEXT MESSAGE COVERING ALL
REQUIRED MESSAGE REMITTANCES SHALL CLEARLY STATE THE FOLLOWING: CLEAN,
CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM
FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF
NON-CRIMINAL AND NON-TERRORIST ORIGINS, FOR SAME DAY
SETTLEMENT. ALL WIRE TRANSFERS SHALL INCORPORATE ABOVE.

BUYER'S BANK FOR PAYMENTS

CORRESPONDENT BANK FIRST BANK NIGERIA PLC
BANK ADDRESS 123, MM WAY, BENIN CITY.
SWIFT CODE FBNINGLAXXX
ROUTING NO 011150000

BENEFICIARY INSTITUTION FIRST BANK NIGERIA PLC

SWIFT CODE
ACCOUNT NO;
SORT CODE 011044533
CUSTOMER NAME EHISOLE RESOURCES INT’L LIMITED
CUSTOMER ACCT NO; $2024705466, N2024705473
SOURCE MARINE GLOBAL SERVICES LIMITED

ACCOUNT OFFICER BABAJIDE MOFOLORUNSHO

mofolunsho.b.paul@firstbanknigeria.com
EMAIL & phone
08033735187
“THE REMITTER IS KNOWN TO US. THIS IS DONE WITH FULL
BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO
THE SOURCE OF FUNDS SENT TO US.” transfers instructions
REQUIRED MESSAGE shall state:
“funds are clean and clear, of non-criminal origin and are payable in
cash
immediately upon receipt by beneficiary’s bank”.

BUYER'S MANDATES BANKING CO-ORDINATES TO RECEIVE = NGN1.20/BBL

CORRESPONDING BANK
BANK ADDRESS
SWIFT-CODE
ABA
BENEFICIARY BANK:
SWIFT CODE: ACCOUNT
FINAL-BENEFICIARY NAME: AS BUYER
FINAL-BENEFICIARY NO:
ACCOUNT OFFICER
OFFICER PHONE
SPECIAL WIRE THE TRANSFER OR CLEAR STREAM TEXT MESSAGE COVERING
INSTRUCTIONS ALL REMITTANCES SHALL CLEARLY STATE THE FOLLOWING:
CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS,
EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL
ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS,
FOR SAME DAY SETTLEMENT. ALL WIRE TRANSFERS SHALL
INCORPORATE ABOVE

BUYER'S FACILTATORS BANKING CO-ORDINATES TO RECEIVE = NGN0.20/BBL

CORRESPONDING BANK
BANK ADDRESS
SWIFT-CODE
ABA
BENEFICIARY BANK: WEMA BANK PLC
SWIFT CODE: ACCOUNT 0229366574
FINAL-BENEFICIARY NAME: EKURE O. CHELEKE
FINAL-BENEFICIARY NO: 0229366574
ACCOUNT OFFICER
OFFICER PHONE
SPECIAL WIRE THE TRANSFER OR CLEAR STREAM TEXT MESSAGE COVERING
INSTRUCTIONS ALL REMITTANCES SHALL CLEARLY STATE THE FOLLOWING:
CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS,
EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL
ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS,
FOR SAME DAY SETTLEMENT. ALL WIRE TRANSFERS SHALL
SOURCE MARINE GLOBAL SERVICES LIMITED

INCORPORATE ABOVE

BUYER'S FACILTATORS BANKING CO-ORDINATES TO RECEIVE = NGN0.20/BBL

CORRESPONDING BANK
BANK ADDRESS
SWIFT-CODE
ABA
BENEFICIARY BANK: UBA PLC
SWIFT CODE: ACCOUNT 2028639219
FINAL-BENEFICIARY NAME: BAMIGBADE ADEYINKA
FINAL-BENEFICIARY NO: 2028639219
ACCOUNT OFFICER
OFFICER PHONE
SPECIAL WIRE THE TRANSFER OR CLEAR STREAM TEXT MESSAGE COVERING
INSTRUCTIONS ALL REMITTANCES SHALL CLEARLY STATE THE FOLLOWING:
CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS,
EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL
ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS,
FOR SAME DAY SETTLEMENT. ALL WIRE TRANSFERS SHALL
INCORPORATE ABOVE

BUYER'S FACILTATORS BANKING CO-ORDINATES TO RECEIVE = NGN0.20/BBL MOU

CORRESPONDING BANK FIDELITY BANK PLC
BANK ADDRESS ABUJA GWAGWALADA
SWIFT-CODE
ABA
BENEFICIARY BANK: FIDELITY BANK PLC
SWIFT CODE: ACCOUNT
FINAL-BENEFICIARY NAME: KAM TRADING INVESTMENTS & CONSTRUCTION COMPANY LTD
FINAL-BENEFICIARY NO: 4011345005
ACCOUNT OFFICER JOSHUA
OFFICER PHONE
SPECIAL WIRE THE TRANSFER OR CLEAR STREAM TEXT MESSAGE COVERING
INSTRUCTIONS ALL REMITTANCES SHALL CLEARLY STATE THE FOLLOWING:
CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS,
EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL
ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS,
FOR SAME DAY SETTLEMENT. ALL WIRE TRANSFERS SHALL
INCORPORATE ABOVE

BUYER'S FACILTATORS BANKING CO-ORDINATES TO RECEIVE = NGN0.20/BBL MOU WITH

HENRY BAWKE
CORRESPONDING BANK UNION BANK PLC
BANK ADDRESS GEREGU CAMP RD 6 BRANCH
SWIFT-CODE UBNINGLA
ABA
BENEFICIARY BANK: UNION BANK PLC
SOURCE MARINE GLOBAL SERVICES LIMITED

SWIFT CODE: ACCOUNT UBNINGLA , 0024981847

FINAL-BENEFICIARY NAME: JOHN OLUKAYODE EGBALETIWON
FINAL-BENEFICIARY NO:
ACCOUNT OFFICER TBK
OFFICER PHONE
SPECIAL WIRE THE TRANSFER OR CLEAR STREAM TEXT MESSAGE COVERING
INSTRUCTIONS ALL REMITTANCES SHALL CLEARLY STATE THE FOLLOWING:
CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS,
EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL
ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS,
FOR SAME DAY SETTLEMENT. ALL WIRE TRANSFERS SHALL
INCORPORATE ABOVE

BUYER ACKNOWLEDGEMENT
This document constitutes a guaranteed, irrevocable, unconditional and not retractable payment order
issued to the beneficiaries named herein, given with full corporate responsibility, by which I hereby
instruct my bank as specified herein, to simultaneously pay, without any protest and/or delay, upon the
closing of each and every tranche, until the transaction under the above entered codes is totally
completed, the compensation to the beneficiaries' bank accounts, as stipulated herein.
SUCCESSORS: This Agreement is binding upon and inures to the benefit of the successors, assignees,
heirs and personal representatives of the receiving person(s).

The undersigned has executed this agreement on this 20TH FEBRUARY 2020.

29. 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 honour all clauses with the privileges, rights and immunities pertaining
therein, making this Sales/Purchase Agreement effective on and as of the Effective Data upon signing by
all parties. This Agreement is executed in multiple counterparts. Facsimile copies of the signed
Sales/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 Agreement is complied in three originals of 17 pages, "Product Description-Bonny Light Crude". The
Parties agree that signed stamped copies of this Contract and exchange the signed copy by electronic
mail.
The electronic signed copy by both Parties is considered legally binding and enforceable.

ADDENDUM
For further guidance please refer to our letter IRREVOCABLE PAYMENT INSTRUCTION and subsequent
Addendums.
NOTE:
I. A Party must obtain permission of the other party before any contact can be made with the other
party's bank
2. After signing this contract, both parties changing of bank is only allowed after having informed
the other party in writing.
SOURCE MARINE GLOBAL SERVICES LIMITED

30. GENERAL PROVISIONS

This agreement contains the entire understanding between the parties with respect to the transactions
contemplated hereby and can only be amended by a written agreement.
SOURCE MARINE GLOBAL SERVICES LIMITED

Signature Page

IN WITNESS WHEREOF, the parties have executed this agreement as and for on
the Date: 20TH Day of FEBRUARY 2020.

SELLER:
Name: SOURCE MARINE GLOBAL Signature & Seal
SERVICES LIMITED
Address: BOMBAY CRESCENT APAPA
Legally- MR. ADEBOWALE DADA
Represented by:

Date: 20/20/2020

BUYER’S NAME: EHISOLE RESOURCES INT'L LTD

Corporate Stamp & Seal.

Name: SOLOMON ILOKHORIA
Designation: MD/CEO
TH
Date: 20 FEBRUARY 2020
SOURCE MARINE GLOBAL SERVICES LIMITED
SOURCE MARINE GLOBAL SERVICES LIMITED

SELLER’S SCANNED COPY OF COMPANY CERTIFCATE OF INCORPORATION.

SOURCE MARINE GLOBAL SERVICES LIMITED

BUYER’S SCANNED COPY OF COMPANY CERTIFCATE OF INCORPORATION