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TRANSACTION CODE: NHG-WINDOW7-10MBL

Purchase Agreement for Nigerian Bonny Light Crude Oil on CIFSeller Re-assigned to Buyer.

NNPC EQUITY LIFTING / CARGO INFORMATIONPRODUCT: Nigerian Bonny Light Crude Oil QUALITY: NNPC Export standard AVAILABLE QUANTITY: 10,000,000 Barrels Nigerian Bonny Light Crude OilLIFTING QUANTITY: 10,000,000 Barrels per MonthCONTRACT DURATION: 12Months with Possible Rollover and ExtensionCONSIGNEE: NBS HOLDING GROUPVESSEL TO BE NOMINATEDEXPORT PERMIT LICENCE: EXP.T/28/VOL.07/3022SHIPMENT NUMBERS: TO BE PROGRAMMEDPAYMENT BY : SWIFT MT103 WIRE TRANSFERDISCOUNT: GROSS: USD10.00 per barrel to buyerBULK APPROVED DPR Ref: No. DPR/DSMR/CTO/2018/VOL.89/101BULK QTY AVAILABLE: 120,000,000 BARRELSBULK ALLOCATION APPROVED:

260,000,000 BARRELS

SHIPMENT LOAD: 2,000,000 BARRELS PER VESSEL LOAD

THIS AGREEMENT (THE "AGREEMENT") is entered into this 11th march, 2016

THE SELLER:

THE SELLER: Nigerian National Petroleum CorporationAddress: NNPC – Bonny Terminal, Port-Harcourt, NigeriaNNPC JVC: NBS HOLDING GROUP.

Represented By: Engr Musa BaturePosition: Terminal Superintendent General

********************VALID FOR 3 WORKING DAYS ONLY********************AND BETWEEN

THE BUYER:

Company:Address:

Represented by:Designation:

Seller: Buyer:

http://www.nnpcgroup.com/Home.aspx


Whereas, the Seller with full corporate authority makes a firm irrevocable commitment to sell and deliver the following commodity and the Buyer hereby agrees and makes an irrevocable firm commitment to purchase the said commodity as specified herein

ARTICLE 1: COMMODITY:

1.1 Nigerian Bonny Light Crude oil, as per the specifications in Clause/Article: 3.

ARTICLE 2: QUANTITY:

10,000,000 Barrels Nigerian Bonny Light Crude Oil each month for a period of 12Months with the possibility of roll over or extensions.

2.2 TERMS OF THE CONTRACT:

Delivery on acceptance of procedures as per Article 19.The quantity of Crude Oil sold under this Agreement shall be determined by Q&Q measurements of loaded vessel at sea anchor lying in an area known as Buyer port of destination.

ARTICLE 3. QUALITY:3.1 Conforming to Nigerian National Petroleum Corporation (NNPC) normal export standard

grade as listed as follows below, and as confirmed in the independent Q&Q reports issued as per Article 9.

SPECIFIC GRAVITY 0.8335API 38.270

WATER CONTENT 0.36.13% VOLRSW 0.6% VOLPOUR POINT +50 DEGREE “F”SALT. Lb, 1,000 BBI 3.16TOTAL SULFUR, wt% 0.14%REID VAPOUR PRESSURE 6.52 PSIGCARBON RESIDUE, wt% 1.0V/NI, PPM WT: <2/3Vis [email protected] 3.47YEILD C1 - C4, wt% 2.10

3.2 Any deviation from the above Specification will result in either Buyer’s refusal of the cargo or a re-negotiation of price per barrel.

ARTICLE 4. DELIVERY/DESTINATION:

4.1 The terms of the delivery for this Agreement shall be on a CIF basis.

4.2 The Buyer will pay the total inspection fees for Q&Q on the discharge port as per the inspection invoice.

ARTICLE 5. TIME PERIOD:

Seller: Buyer:



5.1 This Agreement is for a contract purchase consisting of 10Million Barrels BLCO of 2Million Barrels per each Vessel load x 5 as per Article 2.1 Twelve (12) months contract with rollover and extensions.

ARTICLE 6. SHIPMENT:

6.1 Seller will deliver to the Buyer one shipment of 2,000,000 Barrels x 5 vessel load of Nigerian Bonny light crude oil per month for the period of 12Months.

ARTICLE 7. PRICE / DISCOUNT: T T O =USD$12 -4CIFUSD$10- 4

7.1 The net barrels delivered to Buyer’s shall be priced at BRENT PLATTS Minus USD$10.00.

PLATT: Brent Platts USD$10.00 (FIXED DURING 12MONTHS OF CONTRACT) PURCHASE QUANTITY: 10,000,000 BBLS X 12 MONTHS = 120,000,000 BBLS TOTAL

ARTICLE 8. PAYMENT:

8.1 Payment shall be made in accordance with terms and conditions of this Agreement upon presentation of the complete full set of original shipping documents made out in favor of the Buyer, at the counter of the Buyer’s bank, (with copies transmitted electronically to buyer following delivery and receipt thereof, and after certificate by SGS or CIQ or SAYBOLT as to quantity and quality of the shipment.

8.2 Seller’s signed invoice evidencing price and quantity as per the contractual terms in one original plus three copies.

8.3 Full set of clean on board bill of lading “Freight Prepaid” and signed by the vessel master and made out or endorsed to the Buyer, evidencing (2,000,000 Barrels) per shipment of Nigerian Bonny Light Crude Oil from Bonny terminal to the buyer destination port three copies.

8.4 Signed Certificate of quantity and quality by SGS or CIQ or SAYBOLT in one original plus three Copies.

8.5 Master’s receipt for samples taken on board in one original plus three copies.

8.6 Cargo manifests one original plus three copies.

8.7 Tanker ullage reports in one original plus three copies.

8.8 Tanker time sheet in one original plus three copies.

ARTICLE 9. INSPECTION:

9.1 To be performed by SGS, CIQ, SAYBOLT or equivalent inspection on buyer port of discharge. This Q&Q will serve as basis to be used to determine invoiced quantity and quality of final product.

Seller: Buyer:



ARTICLE 10. COUNTERPARTS:

10.1 This Agreement may be signed in two counterparts and when signed by all the Parities hereto shall be binding. The Parties shall sign the Agreement and initial all pages of this Agreement.

ARTICLE 11. CONFIDENTIALITY:

11.1 The Parties agree and understand that the entire operation under this Agreement is strictly confidential, consequently no part of this Agreement should be made known to third parties, except contract related service suppliers (i.e. surveyor, shipper, ship broker, customs agent etc.) that shall receive information strictly related to their task.

ARTICLE 12. NON-CIRCUMVENTION AND NON-DISCLOSURE:

12.1 The non-circumvention and non-disclosure provisions as set forth by the International Chamber of Commerce, London ICC/400/500 or latest revision covering trace transactions will be binding all the Parties to this and future transactions between the Parties concerned for a minimum period of no less than one year.

.ARTICLE 13. APPLICABLE LAW:

13.1 This Agreement shall be governed by English law. Further the Parties agree the arbitration proceeding shall be conducted in English. The arbitration decision shall be accepted as final and binding, venue for the arbitration shall be in London. ICC rules shall be utilized as to procedure, but not as to cost. No bond shall be required of any Party.

ARTICLE 14. TITLE AND RISK:

14.1 Title of each cargo and risk of loss of the crude oil shall be passed from the Seller to the Buyer after all required documents have been presented to and accepted by Buyer. All losses, damages or risk thereafter shall be the Buyer’s responsibility.

ARTICLE 15. FORCE MAJEURE:

15.1 Neither Party shall be liable for any delay in fulfillment of or failure to fulfil its obligations under this Agreement for any losses, the results of accident, breakdown of plants, force majeure, war invasion, riot rebellion, civil commotion, insurrection or judgment order or injunction of any court granted in any legal proceedings, interference by labour strikes, lockouts or acts of God.

ARTICLE 16. EXTENSION:

Seller: Buyer:



16.1 This Agreement may be extended by mutual agreement in writing to cover additional supplies of the crude oil for quantity and duration to be acceptable to all Parties. Any additional supply agreement is to be agreed between the Parties prior to the termination of this Agreement.

ARTICLE 17. ASSIGNMENT:

17.1 Buyer may at any time assign this Agreement or its total or partial performance hereof to any other Buyer or company, which assumes the obligations of the Buyer under the terms of the assignment. Formal notice of the assignment shall be rendered to the Seller expressly indicating thereon the assignee’s address.

ARTICLE 18. AGREEMENT AND FAX DOCUMENTS:

18.1 This Agreement with all amendments, its obligations and covenants herein shall bind the Parties hereto and warrant their respective right and authority in executing this Agreement. Copies transmitted electronically or Fax copies of signed documents shall be considered original documents, until such time as hard copies are requested and issued.

ARTICLE 19. PROCEDURE: 19.1 Seller issues Contract and ATS to Buyer.

19.2 Buyer and Seller sign / seal this contract Agreement.

19.3 Within 2-3 International Banking Days of having buyer signed contract, Buyer bank shall send to seller’s bank a Swift MT799 cash blocked funds as per APENDIX A in favor of the seller covering the entire monthly deliveries cost for the total contractual period of 12Months. 19.4 Copies of the buyer Swift MT799 cash blocked funds in favor of seller must be submitted to us for follow up with our bankers, while hard copy of issued Swift must be send via courier from buyer’s bank to seller’s bank.

19.5 Within 48-72hrs of confirming buyer Bank Swift MT799 Cash blocked funds, seller shall place charter on the 10 Million Barrel vessels.

19.6 During this period, vessels shall be programmed for loading in the name of buyer as assigned consignee for product and delivery.

19.7 Naval/Custom clearance is obtained for both vessels, while loading commence without any further delays.

19.8 Within 5-7 days of confirming buyer Swift MT799 Cash Blocked Funds, the vessels of 10.000.000 Barrels, will be officially assign in Seller:

Buyer:



Buyer’s name as the consignee of product by the officer in marine and shipping department of the Nigerian National Petroleum Corporation (NNPC)Bonny Terminal(Proof of Product) the complete full set of original shipping documents in favor of the Buyer including

a) Original and 3 Copies of Commercial Invoice.b) Full Set of 3 Original and non-negotiable Copies of Bill of Lading.c) 1 Original and 3 Copies of Certificate of Quantity.d) 1 Original and 3 Copies of Certificate of Quality.e) 1 Original and 3 Copies of Certificate of Origin.f) 1 Original and 3 Copies of Master’s Receipt of Samplesg) 1 Original and 3 Copies for Master’s Receipt of each one-copy documenth) 1 Original Ullage Report issued at loading Terminal.i) 1 Original and 3 Copies of Cleanliness Report at loading Port.J.) 1 Original and 3 Copies of Customs clearance certificateK.) Charter Party Agreement (CPA)L.) 1 Original and 3 Copies Certificate of Ownership & Warranty of Title.

19.9 Seller notifies Buyer with copies within (48 hours) following the Agreement upon confirmation of complete loading, then Nigerian National Petroleum Corporation issue to the buyer and Managers/owners of the chartered vessels formal written permission to the buyer to speak with each loaded vessel captains.19.4 Seller notifies Buyer with the vessel particulars/ crew list (Q88) and location with Master’s

official written confirmation to the buyer.

19.5 Buyer confirms the vessels with the owners/Managers and opens full communication with the each vessel captain, confirm the cargo of 10,000,000 Barrels and issue Authority To Board (ATB) to the Buyer inviting buyer inspectors agent on board loaded vessels and carry out the Q&Q inspection, upon confirmation of Q&Q inspection each vessel captain shall issue Estimated Time of Arrival (ETA) and Notice of Readiness (NOR) to buyer exit Refinery ports.

19.6 Buyer takes over the cargo 10,000,000 Barrels with the Ownership and Warranty of Title, as the consignee with full set of the shipping documents.

19.6 Payment is made by Swift Wire Transfer via Swift MT103 within 72hrs through Seller’s commercial presented after Q&Q ascertained by buyer’s inspection agents and discharge completed against presentation of the original shipping documents to the buyer.

NOTE: THERE SHOULD BE NO COMMUNICATION EITHER WITH SELLER OR BUYERS BANK, ONLY ON AUTHORIZATION BY US.

20. BUYER ’S BANKING INFORMATION The Buyer reserves the right to provide alternate banking with notice to the SellerBANK:BANK ADDRESS:ACCOUNT NAME:

Seller: Buyer:



ACCOUNT NO:TELEPHONE:FAX:IBAN NO:SWIFT CODE:BANK OFFICER:

20.1 SELLER ’S FACILITATORS $1.00 (MOU) BANKING INFORMATION

CORRESPONDING BANK:

STANDARD CHARTERED BANK, NEWYORK (SWIFT CODE:SCBLUS33)

BENEFICIARY INSTITUTION :

FIRST BANK OF NIGERIA PLC(SWIFT CODE:FBNINGLA)

ACCOUNT NAME:ACCOUNT NO: 3582-059974-001FINAL BENEFICIARY’S NAME

AMOS ARO GOMBE

BENEFICIARY ACCOUNT NO:

2027251380

IBAN NO: 026002561BANK OFFICER: ZAINAB MAIYAKI, 08086209274BANK

20.2 SELLER ’S MANDATE $1.00 BANKING INFORMATION

CORRESPONDING BANK:

STANDARD CHARTERED BANK, NEWYORK (SWIFT CODE:SCBLUS33)

BENEFICIARY INSTITUTION :

FIRST BANK OF NIGERIA PLC(SWIFT CODE:FBNINGLA)

BRANCH SORT CODE:

011084565

ACCOUNT NO: 3582-059974-001FINAL BENEFICIARY’S NAME

REAB MEDICAL CENTRE LTD

BENEFICIARY ACCOUNT NO:

2028169693

IBAN NO: 026002561

Seller: Buyer:



BANK OFFICER: ABDULMUMEEN ISAH BANK ([email protected])

20.3 NNPC JVC´s SELLER: BANKING INFORMATION FOR PAYMENTS / SWIFT MT799 CASH BLOCKED FUNDS.

BANK NAME: COMMERCIAL BANK OF QATAR BANK

ADDRESS: AL MARKHIYA STREET-ALDAFNA AREA- DOHA, QATAR

ACCOUNT NAME:

NBS HOLDING GROUP

ACCOUNT NUMBER:

4050-636433-112

SWIFT CODE: CBQAQAQA BANK

OFFICER: MR RAMY SALAH-VICE PRESIDENT PTV BANKING

BANK OFFICER EMAIL ADDRESS:

[email protected]

BANK OFFICER TEL:

+97444202162

BANK OFFICER FACSIMILE:

+97444202520

20.4 BUYER ’S FACILITATORS BANKING INFORMATION USD $ 1.00 OPE BANK:

BANK ADDRESS:SWIFT CODE: ABA NO:FOR ACCOUNT OF:ACCOUNT NO:FOR FINAL CREDIT OF:ACCOUNT NO:BANK OFFICER:

Seller: Buyer:



BUYERS FACILITATORS BANK DETAILS $0.50C/BBL

BANK: STANDARD CHARTERED BANKBANK ADDRESS: NEW YORKSWIFT CODE: SCBLUS33 ABA NO: 026002561FOR ACCOUNT OF: FIRST BANK OF NIG PLC . SWIFT CODE FBNINGLAACCOUNT NO: 3582 059974 001FOR FINAL CREDIT OF:

OLUWATOSIN OLUSOGA NIG ENT

ACCOUNT NO: 3080609716BANK OFFICER:

BUYERS FACILITATORS BANK DETAILS $0.20C/BBL (MOU) 3 GROUPS

BANK: CITIBANK NEWYORKBANK ADDRESS:SWIFT CODE: CITIUS33 ABA NO: 021000089FOR ACCOUNT OF: GUARANTY TRUST BANK PLC LAGOS NIGERIAACCOUNT NO: 36129295FOR FINAL CREDIT OF:

PROMISE INTERNATIONAL AGENCIES

Seller: Buyer:



ACCOUNT NO: 0040741847BANK OFFICER:

BUYER FACILITATOR (B) BANK DETAILS RECEIVING USD $0.10C /BLS MOU PAY MASTER BANK: STANDARD CHARTRED

BANK, NEW YORK BANK ADDRESS: FAULKS ROAD ABA SWIFT CODE: SCBLUS33ROUTING N0: 026002561ACCOUNT N0: 3582-059964-001BENEFICIARY BANK: FIRST BANK PLC

ABA NIGERIA SWIFT CODE: FBNINGLAACCOUNT NAME: NAPOLEON

UGWOEGBU ACCOUNT N0: 3008272446 ACCOUNT OFFICER MANAGER

BUYER FACILITETOR (C) GRP B: USD $ 0.10C per BLS) pay master (mou)

BANK NAME CITI BANK BANK ADDRESS CITI BANK NEW YORK N.Y 100043 NEW

YORK 111 WALL STREET BANK SWIFT CODE CITIUS33 ABA NO. 021000089 BANK NAME ACCESS BANK NIG. PLC. ACCOUNT NUMBER 36145842 FURTHER CREDIT OF: ACCESS BANK ACCOUNT NAME REV. MADUWUBA H.C. ADDRESS AZIKIWE ROAD ABA NAIRA ACCOUNT NUMBER 0017818340 DOLLAR ACCOUNT NUMBER 0057075998 SWIFT CODE ACCOUNT OFFICER CHUKWUDI TELEPHONE # +2348038814062

Seller: Buyer:



SIGNED, AGREED AND ACCEPTED ON BEHALF OF SELLER:

By SELLER: Position: Terminal Superintendent Gen. Name: Engr. Musa BatureDate: 19TH of November, 2015 SIGNED, AGREED AND ACCEPTED BY BUYER:

SIGNED, AGREED AND ACCEPTED ON BEHALF OF BUYER:

By BUYER: Position: Date:

SELLER PASSPORT COPY:

Seller: Buyer:



BUYER PASSPORT COPY:

APPENDIX A

SWIFT FORMATMT 799 CASH BLOCKED FUNDS

(TO BE ISSUED BY MT799 ISSUING BANK-BUYER’S BANK)SWIFT FORMAT (MT799)

--------------------------------------------- MESSAGE TEXT ------------------------------------------SWIFT OUTPUT: FIN 799 MESSAGESENDER SWIFT CODE: RECEIVER SWIFT CODE: CBQAQAQA--------------------------------------------- MESSAGE TEXT ------------------------------------------SENDER:BANK NAME: BRANCH: BANK ADDRESS: SWIFT CODE:BANK OFFICER:CODE:TEL: FAX: ACCOUNT NAME: ACCOUNT NUMBER:

RECEIVER :

Seller: Buyer:



BANK NAME: COMMERCIAL BANK OF QATARBANK ADDRESS: AL MARKHIYA STREET-ALDAFNA AREA- DOHA, QATARACCOUNT NAME: NBS HOLDING GROUPACCOUNT NUMBER: 4050-636433-112SWIFT CODE: CBQAQAQABANK OFFICER: MR RAMY SALAH-VICE PRESIDENT PTV BANKINGBANK OFFICER EMAIL ADDRESS: [email protected] OFFICER TEL: +97444202162BANK OFFICER FACSIMILE: +97444202520

-----------------------------Message Text-----------------------------


WE, [XXXXBANKXXXXX], LOCATED AT [XXXXXXXXXX] REPRESENTED BY THE UNDERSIGNED OFFICERS, FOR AND ON BEHALF OF OUR CLIENT, _______HEREBY CONFIRM WITH FULL LEGAL AND BANKING RESPONSIBILITY AND LIABILITY THAT WE HOLD ON A FIXED DEPOSIT ACCOUNT OF OUR CLIENT MR _____WITH ___ PASSPORT NUMBER ___ UNDER ___ ACCOUNT NAME ___ ACCOUNT NUMBER ___ CASH FUNDS ON A FIXED DEPOSIT IN THE AMOUNT OF FOUR HUNDRED MILLION UNITED STATES DOLLARS ($400,000,000 USD).

WE [XXXXXX] HEREBY CONFIRM WITH FULL LEGAL AND BANKING RESPONSIBILITY THAT THE FUNDS ARE GOOD, CLEAN, CLEAR FREE OF ANY LEVY LIENS OR ENCUMBRANCES, FREELY CALLABLE WITHOUT ANY RESTRICTIONS. THE RULE OF FULL DISCLOSURE HAS BEEN ESTABLISHED THAT THE FUNDS WERE LEGALLY OBTAINED FROM NON-CRIMINAL BUSINESS ACTIVITIES. AND ARE FREELY AVAILABLE FOR INVESTMENT PURPOSES AND CAN BE USED TO OBTAIN LINES OF CREDITS ON NON-DEPLETION BASES WITHIN THE ACCOUNT.

FURTHERMORE WE [XXXXXXXX], CONFIRM BY VIRTUE OF THIS OPERATIVE INSTRUMENT BY AN AUTHENTICATED SWIFT MT799 AND AS PER INSTRUCTION OF OUR CLIENT/BENEFICIAL OWNER OF THE FUNDS THAT WE HAVE IRREVOCABLY BLOCKED/TITLED RESERVED AND ASSIGNED THE AFOREMENTIONED FIXED TIME DEPOSIT BACKED BY CASH FUNDS IN FAVOUR/ BENEFICIARY OF COMMERCIAL BANK OF QATAR FOR FURTHER BENEFIT OF ITS CLIENT NBS HOLDING GROUP WITH UNITED STATE DOLLAR ACCOUNT NUMBER 4050-636433-112.

THIS CONFIRMATION OF IRREVOCABLE BLOCKED/TITLED RESERVED AND ASSIGNED FIXED TIME DEPOSIT CASH FUNDS IS ASSIGNABLE, TRANSFERABLE AND CAN BE CONFIRMED BY INTERBANK SWIFT SYSTEMS OR ON A BANK TO BANK BASIS. AND WILL RETAIN THE SAME TERMS AND CONDTIONS UPON ANY ASSIGNMENT OR TRANSFER TO ANY NEW BENEFICIARY.

WE CONFIRM THAT THESE FUNDS HELD IN OUR CUSTODY ARE NOT PERMITTED TO BE WITHDRAWN MOVED OR TRANSFERRED DURING THE PERIOD FROM ONE YEAR AND ONE MONTH FROM TRANSMISSION.

THIS CASH BACKED FIXED TIME DEPOSIT GUARANTEE IS AN OPERATIVE AND AUTHENTICATED INSTRUMENT GOVERNED AND SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICES OF DOCUMENTARY CREDITS OF THE INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 500/600 OR ITS LATEST REVISION AND MAY BE CONFIRMED ON A BANK TO BANK BASIS.

FOR AND IN BEHALF OF ………….. BANK.

BANK OFFICER: BANK OFFICER:

Seller: Buyer:



…………………………………(NAME) …………………………………(NAME)…………………………………. (TITLE) …………………………………. (TITLE)…………………………………. (ID CODE)

…………………………………. (ID CODE)BANK TELEPHONE: BANK E -MAIL:

Seller: Buyer:


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