Blank Greeting Card Template-a6e7a8ce-b377-4b96-bee6-98a7d1d6a233

CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

DEED OF AGREEMENT

TO: SBLC PROVIDER
DATE OF AGREEMENT: APRIL 26TH 2021

THIS DEED OF AGREEMENT (HEREINAFTER REFERRED TO AS “AGREEMENT”) IS EXECUTED WITHOUT
PREJUDICE OR CONFLICT OF INTEREST, DULY UNDERSTOOD AND SIGNED BY BOTH PARTIES ACTING AT
THEIR OWN ACCORD ON THE DATE OF THIS AGREEMENT BY AND BETWEEN:

THE SELLER CESONIA INTERNATIONAL LIMITED
COMPANY NAME 152 YONGE STREET, TORONTO, ONTARIO M5B 1S5 CANADA
COMPANY ADDRESS BC0724418
CO. REG. NO. JAMES KENNETH REID
REPRESENTED BY MANAGING DIRECTOR
POSITION U.S CITIZEN (AMERICAN)
NATIONALITY 502232030
PASSPORT NO.

HEREIN NAMED NEW ISSUE SBLC PROVIDER AS THE "SELLER", HEREBY CONFIRM, WITH FULL LEGAL
RESPONSIBILITY, UNDER PENALTY OF PERJURY OF LAW THAT WE ARE READY, WILLING AND ABLE TO
DELIVER THE FOLLOWING BANK INSTRUMENT, UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW,
BASED ON GOOD, CLEAN, CLEAR UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN;

THE BUYER/LESSEE VICTORINE ENERGY SARL
COMPANY NAME
COMPANY ADDRESS Centre ville /kalafat -Yaounde, Cameroon.
CO. REG. NO. 7201487133Q
REPRESENTED BY Kennedy Makoro
POSITION President
NATIONALITY Cameroonian
PASSPORT NO. CMR0987166
PHONE NUMNER: +237 679 898 008, 798 58
EMAIL ADDRESS:
[email protected], [email protected]

SELLER’s initials:

BUYER / LESSEE’s initials: Page 1 of 27
UNAUTHORIZED CONTACT TO PROVIDER’S BANK IS NOT ALLOWED

CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

HEREIN NAMED NEW ISSUE SBLC RECEIVER AS THE "BUYER/LESSEE", HEREBY CONFIRM, WITH FULL LEGAL
RESPONSIBILITY, UNDER PENALTY OF PERJURY OF LAW, THAT WE ARE READY, WILLING AND ABLE TO
FUND AGAINST THE FOLLOWING BANK INSTRUMENT, UNDER THE TERMS AND CONDITIONS DESCRIBED
BELOW WITH GOOD, CLEAN, CLEAR, UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN.

BOTH PARTIES COLLECTIVELY BEING REFERRED TO AS THE “PARTIES”.

DESCRIPTION OF SBLC, ICC 758/600 FORMAT, CASH BACKED,
INSTRUMENTS
€5B – (FIVE BILLION MILLION EUROS)W/R/E
1 INSTRUMENT €500M – (FIVE HUNDRED MILLION EUROS)
2 TOTAL FACE VALUE
3 FIRST TRANCHE EURO (EUR)
4 CURRENCY ADS CANADIAN BANK
5 SBLC ISSUING BANK
6 AGE ONE YEAR AND ONE DAY
7 LEASE PRICE
8 COMMISSION FEES 10% (10 PERCENT) OF FACE VALUE OF THE STANDBY LETTER OF CREDIT
3% (THREE PERCENT), SHARES AS FOLLOWS:- 1% TO THE PROVIDERS,
9 DELIVERY MODE 1% TO THE BENEFICIARY FACILITATORS AND 1% TO THE PRIME
10 PAYMENT BROKERS.
11 HARD COPY 1% (ONE PERCENT) TO CONSULTANT CLOSED

SWIFT MT760 STANDBY LETTER OF CREDIT
BY UNCONDITIONAL SWIFT MT103 WIRE TRANSFER

ORIGINAL HARD COPY DELIVERED BY BANK BONDED COURIER WITHIN
3-5 BANKING DAYS.

TRANSACTION PROCEDURES:

1. THE BUYER/LESSEE WILL SUBMITS TO PROVIDER/SELLER THIS SIGNED AGREEMENT, TOGETHER
WITH ACCEPTANCES LETTER AND FULL BANK COORDINATES AND INCLUDE THE FOLLOWING:

1.1 LETTER OF INTENT/CONTRACT (LOI)
1.2 CLIENT INFORMATION SHEET (CIS)

SELLER’s initials:

BUYER / LESSEE’s initials: Page 2 of 27
UNAUTHORIZED CONTACT TO PROVIDER’S BANK IS NOT ALLOWED

CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

1.3 CORPORATE BOARD RESOLUTION (CBR)
1.4 NON-SOLICITATION STATEMENT (NS)
1.5 NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT (NCND)
1.6 IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
1.7 BUYER/LESSEE‘S SIGNATORY AND COLOR COPY OF PASSPORT (PPT)
1.8 BUYER/LESSEE‘S COMPANY INCORPORATION CERTIFICATE (CERT)
1.9 BUYER/LESSEE FILL AND SIGN CONTRACT, SUBMIT TO HIS BANK AND ISSUES

ACCEPTANCE LETTER TO PROVIDERS BANK.
2 PROVIDER’S BANK ISSUE MT799 PRE-ADVICE TO THE BUYER/LESSEE’S BANK.
3 BUYER/LESSEE’S BANK CONFIRMS PROVIDER'S BANK MT799 PRE-ADVICE AND ISSUE SWIFT

MT799 BANK PAYMENT UNDERTAKING (BPU) TO PROVIDER’S BANK.
4 PROVIDER’S BANK CONFIRM BUYER/LESSEE’S BANK ISSUED SWIFT MT799 BANK PAYMENT

UNDERTAKING (BPU) AND ISSUE SWIFT MT760 SBLC TO THE BUYER’S BANK IN FAVOR OF THE
BUYER/LESSEE
5 BUYER/LESSEE’S BANK VERIFY THE SWIFT MT760 SBLC AND MAKE PAYMENT ACCORDING TO
BPU (BANK PAYMENT UNDERTAKING) VIA SWIFT MT103 WIRE TRANSFER TO PROVIDER’S, AND
COMMISSIONS BANK ACCOUNTS BELOW THE CONTRACT.
6 HARD COPY IS DELIVERED VIA BANK BONDED COURIER WITHIN 5 BANKING DAYS TO
BUYER/LESSEE’S BANK
7 ALL SUBSEQUENT TRANCHES WILL BE BASED ON THE SAME PROCEDURES OR AGREED BY
BOTH PARTIES, UNTIL COLLATERAL OR FUNDS BECOME EXHAUSTED.

NOTE: SHOULD THE SBLC BUYER/LESSEE DEFAULT TO PAY THE AGREED PRICE TO THE SBLC
PROVIDER/SELLER AFTER VERIFICATION OF THE MT760 SBLC BY THE SBLC BUYER/LESSEE BANK AND
THE INTERMEDIARIES FEES AS AGREED ON THIS CONTRACT WITHIN THE ALLOWED NUMBER OF
DAYS ON AUTHENTICATION OF SWIFT MT-760, THE PROVIDER/SELLER SHALL INSTRUCT HIS BANK
TO PUT A CLAIM ON THE BANK INSTRUMENT THEREBY FORCING THE SBLC BUYER/LESSEE‘S BANKTO
RETURN THE SBLC TO THE PROVIDER/SELLER’S ISSUING BANK AND PAY A PENALTY OF 2% OF THE
FACE VALUE OF THE SBLC INSTRUMENT.

* SPECIAL INSTRUCTION: VICTORINE ENERGY SARL

BUYER/LESSEE´S OBLIGATIONS:

SELLER’s initials:

BUYER / LESSEE’s initials: Page 3 of 27
UNAUTHORIZED CONTACT TO PROVIDER’S BANK IS NOT ALLOWED

CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

THE BUYER/LESSEE, WITH FULL CORPORATE AND LEGAL RESPONSIBILITIES, AND UNDER PENALTY OF
PERJURY, CONFIRMS THAT HE IS FULLY AWARE OF THIS CONTRACT OF HIS FINANCIAL ABILITY AND
FACILITIES WITH HIS BANK WHEN SIGNING THIS LOI AND/OR OTHER AGREEMENTS AND DOCUMENTS
WITH THE SELLER.

THE BUYER/LESSEE FURTHER CONFIRMS THAT THE PROVIDER/SELLER IS AUTHORIZED TO VERIFY THE
FUNDS OF EACH TRANCHE OF THE CONTRACT WITH HIS BANK, IF NECESSARY. IN THE EVENT OF
UNSATISFACTORY VERIFICATION, THE TRANSACTION WILL BE SUSPENDED IMMEDIATELY AND THE
BUYER/LESSEE IS IN BREACH OF THE CONTRACT AND LIABLE FOR LEGAL CONSEQUENCES.

PROVIDER/SELLER´S OBLIGATIONS:

THE PROVIDER/SELLER WITH FULL CORPORATE AND LEGAL RESPONSIBILITIES, AND UNDER PENALTY OF
PERJURY, CONFIRMS THAT PROVIDER/SELLER IS FULLY AWARE OF THE COMMITMENT OF THE
INSTRUMENTS WHEN COUNTERSIGNING THIS LOI.

THE PROVIDER/SELLER FURTHER CONFIRMS TO DELIVER THE INSTRUMENTS, TO NEGOTIATE AND MAKE
PROPER ARRANGEMENT WITH THE PROVIDER TO CONTINUOUSLY SUPPLY THE INSTRUMENTS UNTIL THE
WHOLE CONTRACTED VOLUME IS EXHAUSTED. WITHOUT EXPRESSED WRITTEN PERMISSION, NEITHER
PARTY SHALL CONTACT THE BANK OF THE OTHER PARTY. BOTH PARTIES MAY CHANGE BANKING
COORDINATES WITH WRITTEN NOTICE TO THE OTHER PARTY.

PENALTY CLAUSE FOR NON-PERFORMANCE

SHOULD ANY OF THE SIGNATORY PARTIES HEREIN FAIL TO PERFORM ACCORDING TO THE TERMS AND AS
REQUIRED BY THIS CONTRACT, ONCE SIGNED, THEN, THE FAILING PARTY SHALL INDEMNIFY THE
AGGRIEVED PARTY FOR AN AMOUNT OF 2%. THE DISTRIBUTION OF THE 2% PENALTY SHALL BE 1.25% TO
THE AGGRIEVED SIGNATORY PARTY OF THE CONTRACT AND 0.75% TO ALL OF THE CONSULTANTS
DESIGNATED IN THE IRREVOCABLE MASTER FEE PROTECTION AGREEMENT. SAID 0.75% WILL BE DIVIDED
ACCORDING TO THE PERCENTAGE DELINEATED DISTRIBUTIONS IN THE IRREVOCABLE MASTER FEE
PROTECTION AGREEMENT.

SPECIAL CONDITIONS:

SELLER’s initials:

BUYER / LESSEE’s initials: Page 4 of 27
UNAUTHORIZED CONTACT TO PROVIDER’S BANK IS NOT ALLOWED

CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

ANY UNAUTHORIZED CALLS BY ANY PARTY OR ITS REPRESENTATIVE LAWYERS TO PROBE OR
COMMUNICATION IN AN IMPROPER WAY TO PROVIDER/SELLER OR BUYER/LESSEE’S BANK(S) IN THIS
TRANSACTION SHALL BE PROHIBITED AND CONTRACT TERMINATED.

THIS TRANSACTION CONSTITUTES A PRIVATE PLACEMENT FOR BANK INSTRUMENTS BETWEEN THE
PARTIES AND SHALL NOT BE CONSTRUED AS A SECURITY TRANSACTION DESCRIBED IN THE UNITED STATES
SECURITIES ACT OF 1933 AS AMENDED OR UNDER THE LAWS OF ANY OTHER NATION.

FACSIMILE, E-FAX OR E-MAIL TRANSMISSION AND COPIES OF THIS DOCUMENT, WHEN FULLY EXECUTED
ARE TO BE CONSIDERED ORIGINAL AND BINDING DOCUMENTS.

UPON EXECUTION BY BOTH PARTIES, THIS DOA BECOMES A LEGAL AND BINDING CONTRACT BETWEEN
THE PARTIES. EACH PARTY HOLDS ONE OF THE DOA SIGNED IN ORIGINAL AND MAY BE EXCHANGED TO
COMPLETE SIGNATURES IN WET INK AS HARD COPY CONTRACT WHEN REQUIRED.

BOTH SELLER AND BUYER JOINTLY AND SEVERALLY COVENANT AND UNDERTAKE TO ENSURE THAT THEIR
RESPECTIVE OBLIGATIONS UNDER THIS CONTRACT ARE MET. FAILURE TO PERFORM THEIR OBLIGATION
UNDER THIS CONTRACT WILL SUBJECT TO DAMAGES IN THE AMOUNT OF TWO PERCENT (2%) OF FACE
VALUE OF THE SBLC TO THE INJURED PARTY WITHOUT RECOURSE.

ARBITRATION:

ALL DISPUTES AND QUESTIONS WHATSOEVER WHICH ARISES BETWEEN THE PARTIES TO THIS AGREEMENT
AND TOUCHING ON THIS AGREEMENT ON THE CONSTRUCTION OR APPLICATION THEREOF OR ANY
ACCOUNT COST, LIABILITY TO BE MADE HEREUNDER OR AS TO ANY ACT OR WAY RELATING TO THIS
AGREEMENT SHALL BE SETTLED BY THE ARBITRATION IN ACCORDANCE WITH THE ARBITRATION LAWS OF
THE ICC.

THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT AND UNDERSTANDING CONCERNING THE SUBJECT
MATTER HEREOF AND SUPERSEDES AND REPLACES ALL PRIOR NEGOTIATIONS AND PROPOSED
AGREEMENTS, WRITTEN OR ORAL.

NEITHER OF THE PARTIES MAY ALTER, AMEND, NOR MODIFY THIS AGREEMENT, EXCEPT BY AN
INSTRUMENT IN WRITING SIGNED BY BOTH PARTIES. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF UNITED KINGDOM. IN THE EVENT THAT EITHER PARTY

SELLER’s initials:

BUYER / LESSEE’s initials: Page 5 of 27
UNAUTHORIZED CONTACT TO PROVIDER’S BANK IS NOT ALLOWED

CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

SHALL BE REQUIRED TO BRING ANY LEGAL ACTIONS AGAINST THE OTHER IT ENFORCE ANY OF THE TERMS
OF THIS AGREEMENT THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER REASONABLY ATTORNEY
FEES AND COSTS.

NON-CIRCUMVENTION&NON-DISCLOSURE:

THE PARTIES HERE IN AGREE THE NON-CIRCUMVENTION/NON DISCLOSURE RULES OF ICC, LATEST
EDITION, SHALL APPLY TO THE TRANSACTION FOR A PERIOD OF (5) FIVE YEARS FROM THE DATE OF
EXECUTION OF THIS AGREEMENT BY THE UNDERSIGNED, HIS/HER ASSIGNS, AGENTS, AND/OR HEIRS. THIS
NC/ND ALSO APPLIES TO ANY AND ALL OTHER TRANSACTIONS DIRECT OR INDIRECT. REGARDING THIS
TRANSACTION AND IT‘S POSSIBLE ROLLOVERS AND EXTENSIONS, EACH PROVIDER/SELLER AND THEIR
RESPECTIVE INTERMEDIARIES WARRANT NOT REVEALING THE BANKING COORDINATES, PROVIDED
HEREIN, TO ANY INDIVIDUAL OR INSTITUTION OTHER THAN THOSE BANKING OFFICERS NECESSARY FOR
COMPLETION OF THIS TRANSACTION.

AFTER CONFIRMING, BY SIGNATURE AND SEAL, THIS DOCUMENT WILL BE EFFECTIVE EQUAL AS AN
AGREEMENT/CONTRACT.

EACH PARTY HOLDS ONE OF THE EFFECTIVE AGREEMENT/CONTRACTS BY THEIR EXECUTION BELOW, THE
PARTIES HERE TO AGREE TO THE GENERAL TERMS AND ALL CONDITIONS HEREIN AND WARRANT ON TO
THE OTHER THE ENTIRE AGREEMENT BETWEEN PARTIES.

IN WITNESS WHERE OF THE PARTIES EXECUTED THIS AGREEMENT AS OF THE DATE ABOVE WRITTEN.

CONFIRMED AND SIGNED ON 19TH, MAY 2021, FOR AND BEHALF OF BUYER/LESSEE (RECEIVER):

_________________________
NAME: KENNEDY MAKORO

TITLE: PRESIDENT

PASSPORT NUMBER: CMR0987166

NATIONALITY: CAMEROONIAN

SELLER’s initials:

BUYER / LESSEE’s initials: Page 6 of 27
UNAUTHORIZED CONTACT TO PROVIDER’S BANK IS NOT ALLOWED

CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

ISSUING DATE: 21.06.2019
EXPIRY DATE: 21.06.2024

CONFIRMED AND SIGNED ON 19TH, MAY 2021, FOR AND ON BEHALF OF PROVIDER/SELLER (PROVIDER):

BANKING INFORMATION:

THE PROVIDER/SELLER AND BUYER/LESSEE AGREE TO THE FOLLOWING BANK CO-ORDINATES PERTAINING
TO THE AGREEMENT HEREIN ABOVE STATED:

BUYER/LESSEE BANK COORDINATES:
BUYER/LESSEE’S BANK CO-ORDINATES: TO RECEIVE MT799 PRE-ADVICE AND MT760 SBLC AND HARD
COPY

BANK NAME Habib American Bank
BANK ADDRESS 110 East 9th Street, Los Angeles, CA90079
BANK OFFICER Syed Kauser Bashir
ACCOUNT NUMBER 401225446
ACCOUNT NAME Private Asset Management LLC
ACCT. SIGNATORY
BANK SWIFT CODE Ronald Rajnesh Gounder
BANK TELEPHONE HANYUS55
213-362-1200 ext 113

SELLER’s initials:

BUYER / LESSEE’s initials: Page 7 of 27
UNAUTHORIZED CONTACT TO PROVIDER’S BANK IS NOT ALLOWED

CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

BANK FAX 213-362-1210
BANK BUSINESS RELATIONSHIP Syed Kauser Bashir
MANAGER.

PROVIDER/SELLER'S BANK COORDINATES:

PROVIDER/SELLER’S BANK COORDINATES: TO ISSUE MT760 STANDBY LETTER OF CREDIT
BANK NAME ADS CANADIAN BANK

BANK ADDRESS 1 DUNDAS STREET WEST, TORONTO ONM5G 1Z3 CANADA

ACCOUNT NUMBER 01844482585

ACCOUNT NAME CESONIA INTERNATIONAL LIMITED

ACCT. SIGNATORY JAMES KENNETH REID

BANK OFFICER CHARLES ANDERSON

BANK SWIFT CODE ACDNCATT

PROVIDER/SELLER’S BANK COORDINATES: TO ISSUE MT799 PRE-ADVICE AND TO RECEIVE MT799
BANK PAYMENT UNDERTAKING

BANK NAME ADS CANADIAN BANK
BANK ADDRESS 1 DUNDAS STREET WEST, TORONTO ONM5G 1Z3 CANADA
ACCOUNT NUMBER 01844482585

ACCOUNT NAME CESONIA INTERNATIONAL LIMITED
ACCT. SIGNATORY JAMES KENNETH REID

BANK OFFICER CHARLES ANDERSON

BANK SWIFT CODE ACDNCATT

PROVIDER/SELLER’S BANK COORDINATES: TO RECEIVE SBLC 10% LEASE PAYMENT VIA SWIFT MT103:
BANK NAME
CITIBANK (LONDON)
BANK ADDRESS
33 CANADA SQUARE, CANARY WHARF LONDON E14 5LB UNITED KINGDOM
SWIFT CODE
CITIGB2L
SORT CODE
18500
FURTHER CREDIT TO
GUARANTY TRUST BANK PLC

SELLER’s initials:

BUYER / LESSEE’s initials: Page 8 of 27
UNAUTHORIZED CONTACT TO PROVIDER’S BANK IS NOT ALLOWED

CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

SWIFT CODE GTBINGLA
GB 05 CITI 1850 0810 820571
IBAN NUMBER HAPAG LLOYDS INTERNATIONAL LIMITED
ACCOUNT NAME
ACCOUNT NUMBER 0344691664

IMPROPER RELEASE OF THE ABOVE BANKING INFORMATION, FOR ANY REASON, WITHOUT THE WRITTEN
PRIOR AUTHORIZATION OF OTHER PARTY, SHALL BE CONSIDERED AS A BREACH OF CONTRACT AND WILL
MAKE A DEFAULTED PARTY TO BE ACTION ABLE FOR DAMAGES SUSTAINED. EACH PARTY IS NOT
ALLOWED TO CONTACT THE OTHER PARTY'S BANK WITHOUT EXPRESSED WRITTEN PERMISSION. ANY
PROVIDER/SELLER ATTEMPTING TO DO SO WILL LEAD TO THE CANCELLATION OF THIS
TRANSACTION/AGREEMENT.

CLIENT INFORMATION SHEET

CORPORATE INFORMATION

FULL NAME OF CORPORATION : VICTORINE ENERGY SARL

DATE OF INCORPORATION : 29.07.2020

INCORPORATED IN : 03.08.2020

REGISTRATION NUMBER : NIU7201487133Q

REGISTRATION ADDRESS : Centre ville /kalafat -Yaounde, Cameroon.

POST ADDRESS : Centre ville /kalafat -Yaounde, Cameroon.

REPRESENTED BY : KENNEDY MAKORO

TITLE : PRESIDENT

PASSPORT NUMBER : CMR0987166

NATIONALITY CAMEROONIAN

ISSUED FROM : YAOUNDE

ISSUING DATE : 21.06.2019

EXPIRY DATE : 21.06.2024

BANK INFORMATION: : TBA
BANK NAME

SELLER’s initials:

BUYER / LESSEE’s initials: Page 9 of 27
UNAUTHORIZED CONTACT TO PROVIDER’S BANK IS NOT ALLOWED

CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

BANK ADDRESS : TBA
SWIFT CODE TBA
ACCOUNT NUMBER
ACCOUNT NAME : TBA
ACCOUNT SIGNATORY NAME : TBA
BANK OFFICER NAME : TBA
: TBA

RESOLUTION OF THE BOARD OF DIRECTORS

THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF VICTORINE ENERGY SARL, HAVING IT’S ADDRESS AT
centre ville /kalafat -Yaounde, Cameroon., (HEREINAFTER REFERRED TO AS THE “COMPANY”) HAVING A
BOARD OF DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON 3RD
MARCH, 2021, AT THE COMPANY’S ABOVE REFERENCED ADDRESS AT WHICH THERE WAS PRESENT A QUORUM
THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT:

RESOLVED: THAT MR. KENNEDY MAKORO, HOLDER OF INTERNATIONAL PASSPORT NUMBER: CMR0987166 ,
PRESIDENT AND AUTHORIZED SIGNATORY FOR AND ON BEHALF OF THE COMPANY, WAS FULLY AUTHORIZED
TO ACT INDIVIDUALLY AS THE AUTHORIZED SIGNATORY OF THE COMPANY TO EXECUTE ALL NECESSARY
DOCUMENTS ON BEHALF OF THE COMPANY IN CONNECTION WITH BANK INSTRUMENTS TRANSACTIONS AND
TO EFFECT THE OPENING AND OPERATION OF BANK ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE
COMPANY AT ANY BANK(S) HE SHALL SELECT, AND BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE
FUNDS THERE FROM, AT HIS DISCRETION AND DETERMINATION, AND TO EXECUTE CONTRACTS WITH HIS
SELECTED SOURCES AND BANKS THEREIN, AT HIS DISCRETION, FOR AND IN THE BEST INTEREST OF THE
COMPANY.

THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN CONFORMITY WITH THE CHARTER,
BYLAWS AND ARTICLES OF INCORPORATION OF THE COMPANY, AND THAT THE FOREGOING RESOLUTION AND
TBATHE AUTHORITY THEREBY CONVEYED SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE PURPOSE SET
FORTH HEREIN ARE ACCOMPLISHED.

IT IS FURTHER CERTIFIED THAT THIS CORPORATE RESOLUTION’S EMAIL OR PHOTOCOPIES SHALL BE OF EQUAL
VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES,
EVERYWHERE.

SELLER’s initials:

BUYER / LESSEE’s initials: Page 10 of 27
UNAUTHORIZED CONTACT TO PROVIDER’S BANK IS NOT ALLOWED

CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN CERTIFICATION OF
THE ABOVE RESOLUTIONS & PROVISIONS ON THIS DATE:
FOR AND BEHALF OFBUYER/LESSEE:

NON SOLICITATION STATEMENT

I, MR. KENNEDY MAKOR, AS PRESIDENT, ACCOUNT SIGNATORY AND AUTHORIZED SIGNATORY OF VICTORINE
ENERGY SARL, DO HEREBY CONFIRM THAT I HAVE REQUESTED OF YOU AND YOUR ORGANIZATION, SPECIFIC
CONFIDENTIAL INFORMATION AND DOCUMENTATION ON BEHALF OF OURSELVES REGARDING CURRENTLY
AVAILABLE PRIVATE FINANCIAL OPPORTUNITIES TO SERVE ONLY OUR INTEREST, EDUCATION, AND NOT FOR
FURTHER DISTRIBUTION.

I HEREBY AGREE THAT ALL INFORMATION RECEIVED FORM YOU IS IN DIRECT RESPONSE TO OUR REQUEST,
AND IS NOT IN ANY WAY CONSIDERED OR INTENDED TO BE A SOLICITATION OF ANY SORT, OR ANY TYPE OF
OFFERING, AND FOR OUR GENERAL KNOWLEDGE ONLY. I HEREBY AFFIRM UNDER PENALTY OF PERJURY, THAT I
HAVE REQUESTED THIS INFORMATION FROM YOU AND YOUR ORGANIZATION OF OUR CHOICE AND FREE WILL
AND FURTHER, AND THAT YOU HAVE NOT SOLICITED US IN ANY WAY.

I UNDERSTAND THAT THE CONTEMPLATED TRANSACTION IS STRICTLY ONE OF PRIVATE PLACEMENT, AND IS IN
NO WAY RELYING UPON, OR RELATING TO, THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR
RELATED REGULATIONS, AND DOES NOT INVOLVE THE SALE OF SECURITIES.

SELLER’s initials:

BUYER / LESSEE’s initials: Page 11 of 27
UNAUTHORIZED CONTACT TO PROVIDER’S BANK IS NOT ALLOWED

CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

FURTHER, I HEREBY DECLARE THAT YOU HAVE DISCLOSED THAT YOU ARE NOT A LICENSED SECURITY TRADER,
ATTORNEY, BANK OFFICER, CERTIFIED PUBLIC ACCOUNTANT OR FINANCIAL PLANNER. ANY INFORMATION,
WORK OR SERVICE CONDUCTED HEREUNDER IS THAT OF A PRIVATE INDIVIDUAL AND THAT THIS IS A PROJECT
FUNDING TRANSACTION THAT IS EXEMPT FROM THE SECURITIES ACT AND NOT INTENDED FOR THE GENERAL
PUBLIC BUT PRIVATE USE ONLY.
THE FACSIMILE TRANSMISSION OF THIS DOCUMENT SHALL BE CONSIDERED A BINDING AND ENFORCEABLE
INSTRUMENT, TREATED AS ORIGINAL COPY. ORIGINAL MAY BE OBTAINED UPON REQUEST.
I, MR. KENNEDY MAKORO, HEREBY SWEAR UNDER PENALTY OF PERJURY, THAT THE INFORMATION PROVIDED
HEREIN IS ACCURATE AND TRUE AS OF THIS DATE:

FOR AND BEHALF OFBUYER/LESSEE:

NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT

ALL PARTIES DO HEREIN AGREE THAT THE NON-CIRCUMVENTION AND NON-DISCLOSURE RULES (NCND) OF ALL
ISSUES FROM THE ICC 458 APPLY TO THIS TRANSACTION FOR A PERIOD OF FIVE (5) YEARS FROM DATE OF
EXECUTION OF THIS AGREEMENT BY THE UNDERSIGNED, HIS OR HER ASSIGNS, AGENTS AND/OR HEIRS.
THIS NCND ALSO APPLIES TO ANY AND ALL OTHER TRANSACTIONS DIRECT OR INDIRECT INITIATED BY THESE
INTERMEDIARIES.
SELLER’s initials:

BUYER / LESSEE’s initials: Page 12 of 27
UNAUTHORIZED CONTACT TO PROVIDER’S BANK IS NOT ALLOWED

CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

THE UNDERSIGNED AGREES THAT THIS FEE PROTECTION IS ASSIGNABLE AND TRANSFERABLE TO THE
BENEFICIARIES, DESIGNS, HEIRS & ASSIGNS UPON WRITTEN NOTICE OF ALL PARTIES AND SHALL NOT BE
AMENDED WITHOUT THE EXPRESS WRITTEN CONSENT OF THE PARTIES. IF NO CONTRACT IS CONSUMMATED,
THIS FEE PROTECTION AGREEMENT IS NULL AND VOID IN ITS ENTIRETY.
ALL DISCLOSED BANKING INFORMATION SHALL BE STRICTLY CONFIDENTIAL. NO COMMUNICATION BETWEEN
BANKING OFFICERS. OTHER THAN TRANSMISSION BY SWIFT WIRE TRANSFER AND ANY OTHER TRANSMISSION
SPECIFICALLY AUTHORIZED BY THE BENEFICIARIES, IS PERMITTED. ALL COMMUNICATIONS SHALL CLEARLY
REFERENCE THE TRANSACTION CODE, THE SELLER'S CODE AND THE BUYER'S CODE REFERRED TO HEREIN.
SHOULD A CONTRACT BE SIGNED BETWEEN THE PROVIDER/SELLER AND THE BUYER/LESSEE, A BANK
ENDORSED CORPORATE PAY ORDER WILL BE ISSUED TO THE PAYMASTER OF EACH GROUP, FOLLOWED BY A
SWIFT WIRE TRANSFER TO THE PAYMASTER'S ACCOUNT, WHEN PAYMENT FOR THE BANK INSTRUMENT IS
COMPLETED.
AN EXECUTED FACSIMILE OR EMAIL COPY SHALL BE DEEMED TO BE AS AN ORIGINAL.

IN WITNESS WHERE OF THE PARTIES EXECUTED THIS AGREEMENT AS OF THE DATE ABOVE WRITTEN.

CONFIRMED AND SIGNED ON 19TH, MAY 2021, FOR AND BEHALF OF BUYER/LESSEE (RECEIVER):

SELLER’s initials:

BUYER / LESSEE’s initials: Page 13 of 27
UNAUTHORIZED CONTACT TO PROVIDER’S BANK IS NOT ALLOWED

CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521
CONFIRMED AND SIGNED ON XXH 2021, FOR AND ON BEHALF OF PROVIDER/SELLER (PROVIDER):

_____________________________________
NAME: JAMES KENNETH REID
TITLE: MANAGING DIRECTOR/CEO
PASSPORT NUMBER: 502232030
NATIONALITY: UNITED STATES OF AMERICA
ISSUING DATE: 30TH APRIL 2013
EXPIRY DATE: 28TH APRIL 2023

SELLER’s initials:

BUYER / LESSEE’s initials: Page 14 of 27
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CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

BUYER/LESSEE‘S COMPANY CERTIFICATE

SELLER’s initials:

BUYER / LESSEE’s initials: Page 15 of 27
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CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

BUYER/LESSEE’S PASSPORT COPY

SELLER’s initials:

BUYER / LESSEE’s initials: Page 16 of 27
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CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

PROVIDER’S PASSPORT COPY

SELLER’s initials:

BUYER / LESSEE’s initials: Page 17 of 27
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CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

PROVIDER‘S COMPANY CERTIFICATE

SELLER’s initials:

BUYER / LESSEE’s initials: Page 18 of 27
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CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

BOTH PROVIDER/SELLER AND BUYER/LESSEE AGREE THAT THE BUYER/LESSEE’S AGENT AND
SELLER/PROVIDER’S AGENT AND CONSULTANT ARE ENTITLED TO 3+1% OF THE SBLC FACE VALUE OF THE
INSTRUMENT AS COMMISSION FEE TO THE BOTH SIDE FACILITATORS AND PRIME BROKERS.

THE COMMISSION FEES WILL BE RECEIVED BY BUYER/LESSEE’S AGENT AND PROVIDER/SELLER’S AGENT AND
CONSULTANT ONLY AS SPECIFIED HERE BELOW.

THE PARTIES AGREE THAT THE COMMISSION FEES STATED ARE COMPENSATION FOR SERVICES RENDERED AND
ARE IRREVOCABLY AND UNCONDITIONALLY GUARANTEED TO BE PAID BY THE BUYER/LESSEE TO THE AGENTS
OR INTERMEDIARIES LISTED IN THIS IMFPA BY WIRE TRANSFER SIMULTANEOUSLY WITH THE BUYER’S
PAYMENT OF 10% FACE VALUE AS LEASING FEE TO THE PROVIDER/SELLER FOR THIS TRANSACTION OF THE
SBLC. THE COMMISSION FEES WILL BE FREE OF LEGAL IMPEDIMENT AND FREE OF ANY DEDUCTIONS,
EXCLUDING BANK TRANSFER FEES, FOR THIS AND ALL SUBSEQUENT TRANSACTIONS BETWEEN THE PARTIES.

IN CONSIDERATION OF THE MUTUAL BENEFITS TO BE DERIVED BY THE ASSOCIATES OR AFFILIATED
INDIVIDUALS, AGENTS, COMPANIES, DESIGNEES, TRUSTEES OR EXECUTORS, IT IS UNDERSTOOD AND AGREED
THAT THE PARTIES HERETO ARE MUTUALLY DESIROUS OF EFFECTING THIS BUSINESS TRANSACTION IN CO-
OPERATION WITH ONE ANOTHER FOR THEIR MUTUAL BENEFIT AND ALL SIGNATORY PARTIES AGREE TO ABIDE
BY THE FOLLOWING TERMS AND CONDITIONS:

1. EACH PARTY AGREES THAT THEY WILL NOT MAKE ANY CONTACT WITH, DEAL WITH OR BE INVOLVED WITH
INDIVIDUALS, TRADER AND INVESTOR INTRODUCED BY ANOTHER SIGNATORIES WITHOUT SPECIFIC
PERMISSION OF THE INTRODUCED SIGNATORY FOR THE INVESTOR.

2. THE SIGNATORY AGREES TO KEEP CONFIDENTIAL THE IDENTITY OF AND ALL CONTACTS SO PROVIDED BY
ANY OTHER SIGNATORIES.

3. THE PARTIES HERETO AGREE THAT ALL COMMISSIONS OR FEES AS AGREED BY THE PARTIES SHALL BE PAID
IN FULL AT THE END OF EVERY TRANSACTION.

4. THIS AGREEMENT SHALL BE LEGALLY BINDING ON THE PARTIES HERETO, THEIR PRINCIPALS, EMPLOYEES,
REPRESENTATIVES, AGENTS AND ASSIGNS IN ALL COUNTRIES OF THE WORLD.

SELLER’s initials:

BUYER / LESSEE’s initials: Page 19 of 27
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CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

5. THE PARTIES HERETO AFFIRM THAT IN EVERY CASE THEY WILL ACT WITH THE HIGHEST STANDARDS OF
ETHICS AND HONESTY IN ALL THEIR DEALINGS.

6. THIS AGREEMENT SHALL BE RESPECTED AND HONORED AT ALL TIMES, UNLESS OTHERWISE MUTUALLY
AGREED UPON AND ANY PARTY WILL PERMIT NO ATTEMPT OR HINT OF CIRCUMVENTION.

EACH OF THE ABOVE PARTIES AGREES AND UNDERSTANDD THAT ANY OVERT OR COVERT ACTION OF
CIRCUMVENTION PRESCRIBED BY THIS AGREEMENT SHALL BE A FRAUDULENT ACT AGAINST THE OTHER PARTY
AND WILL BE SUBJECT TO JUDICIAL ACTION, RECOMPENSE FOR DAMAGES, POSSIBLE PUNITIVE DAMAGES AND
INJUNCTIVE RELIEF IMPOSED BY THE LEGAL PROCESS.

BOTH PARTIES HEREBY AGREE THAT THE INTERMEDIARY REFERRED TO IN THIS FPA SHALL BE AS FOLLOWS:

BUYER/LESSEE’S ACCOUNT TO PAY 3+1% COMMISSION FEE TO AGENTS

BANK NAME Habib American Bank
BANK ADDRESS 110 East 9th Street, Los Angeles, CA90079
BANK OFFICER Syed Kauser Bashir
ACCOUNT NUMBER 401225446
ACCOUNT NAME Private Asset Management LLC
ACCT. SIGNATORY Ronald Rajnesh Gounder
BANK SWIFT CODE HANYUS55
BANK TELEPHONE 213-362-1200 ext 113
BANK FAX 213-362-1210

BANK BUSINESS RELATIONSHIP Syed Kauser Bashir
MANAGER.

RECEIVER’S AND BUYER/LESSEE’S AGENTS ARE TO RECEIVE TOGETHER 2% AND THE PRIME BROKERS TO
RECEIVE 1% CONSULTANT TO RECEIVE 1% OF THE FACE VALUE OF THE SBLC AS COMMISSION FEES.
RECEIVER SIDE COMMISSION FOR 1% TO BE SHARED AS FOLLOWS:
SELLER’s initials:

BUYER / LESSEE’s initials: Page 20 of 27
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CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

LESSEE’S AGENT BANK COORDINATE TO RECEIVE 1% AS CONSULTANCY FEE

BANK NAME CLOSED

BANK ADDRESS

BANK OFFICER

ACCOUNT NUMBER
ACCOUNT NAME
ACCT. SIGNATORY

BANK OFFICER
BANK TELEPHONE
BANK FAX

BANK SWIFT CODE

PROVIDER/SELLER’S AND BUYER/LESSEE’S AGENTS ARE TO RECEIVE TOGETHER 1% OF THE FACE VALUE OF THE
SBLC AS COMMISSION FEES.

PROVIDER’S AGENT BANK COORDINATE TO RECEIVE 1.00% AS CONSULTANCY FEE

BANK NAME

BANK ADDRESS CLOSED FOR PROVIDER SIDE

BANK OFFICER

ACCOUNT NUMBER

ACCOUNT NAME

ACCT. SIGNATORY

BANK OFFICER

BANK TELEPHONE

BANK FAX

BANK SWIFT CODE

THE PRIME BROKERS COMMISSION FOR 1% TO BE SHARED 50/50 AS FOLLOWS:
PRIME BROKERS BANK COORDINATE (A)TO RECEIVE 0.50% AS CONSULTANCY FEE

BANK NAME CLOSED

SELLER’s initials:

BUYER / LESSEE’s initials: Page 21 of 27
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CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

BANK ADDRESS
BANK OFFICER
ACCOUNT NUMBER
ACCOUNT NAME
ACCT. SIGNATORY
BANK OFFICER
BANK TELEPHONE
BANK FAX
BANK SWIFT CODE

PRIME BROKERS BANK COORDINATE (B)TO RECEIVE 0.50% AS CONSULTANCY FEE

BANK NAME OPEN

BANK ADDRESS

BANK OFFICER

ACCOUNT NUMBER

ACCOUNT NAME

ACCT. SIGNATORY

BANK OFFICER

BANK TELEPHONE

BANK FAX

BANK SWIFT CODE

THE CONSULTANT COMMISSINON FOR 1%

CONSULTANT BANK COORDINATE

BANK NAME CLOSED

SELLER’s initials:

BUYER / LESSEE’s initials: Page 22 of 27
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CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

BANK ADDRESS
BANK OFFICER
ACCOUNT NUMBER
ACCOUNT NAME
ACCT. SIGNATORY
BANK OFFICER
BANK TELEPHONE
BANK FAX
BANK SWIFT CODE

REQUIRED MESSAGE “SAME DAY TRANSFER AND IMMEDIATE CREDIT.
& SIGNATURE REMITTER/CLIENT IS KNOWN TO US AND IN GOOD STANDING.
THIS TRANSFER IS DONE WITH FULL BANK RESPONSIBILITY AND
OUR COMPLIANCE HAS CLEARED/CHECKED THE SOURCE OF THE
FUNDS AND IT COMPLIES FULLY WITH ANTI-MONEY
LAUNDERING RULES AND REGULATIONS.”

WE AGREE TO THE ABOVE IRREVOCABLE FEE PROTECTION AGREEMENT IN ITS ENTIRETY.
IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED AS OF THE EFFECTIVE
DATE OF 00TH MONTH, 2020 BY THEIR DULY AUTHORIZED REPRESENTATIVES.

SELLER’s initials:

BUYER / LESSEE’s initials: Page 23 of 27
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CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521
IN WITNESS WHERE OF THE PARTIES EXECUTED THIS AGREEMENT AS OF THE DATE ABOVE WRITTEN
CONFIRMED AND SIGNED ON 19TH, 2021, FOR AND BEHALF OFBUYER/LESSEE:

CONFIRMED AND SIGNED ON _________TH, 2021 FOR AND ON BEHALF OF PROVIDER/SELLER:

_____________________________________
NAME: JAMES KENNETH REID
TITLE: MANAGING DIRECTOR/CEO
PASSPORT NUMBER: 502232030

SELLER’s initials:

BUYER / LESSEE’s initials: Page 24 of 27
UNAUTHORIZED CONTACT TO PROVIDER’S BANK IS NOT ALLOWED

CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

NATIONALITY: UNITED STATES OF AMERICA
ISSUING DATE: 30TH APRIL 2013
EXPIRY DATE: 28TH APRIL 2023

VERBIAGE OF BANK PAYMENT UNDERTAKING (BPU) VIA SWIFT MT799
TO BE ISSUED FROM BUYER/LESSEE'S BANK TO PROVIDER‘S BANK VIA SWIFT

WE (ISSUING BANK NAME AND ADDRESS) HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY
THAT AT THE REQUEST OF OUR CLIENT: XXXXXXXX WE AGREE TO ACCEPT ON THEIR ACCOUNT A
ONE HUNDRED MILLION EUROS (€500,000,000.00) STANDBY LETTER OF CREDIT ISSUED BY YOUR
BANK ON BEHALF OF YOUR CUSTOMER: HAPAG LLOYDS INTERNATIONAL LIMITED AND IN FAVOR
OF OUR CLIENT: XXXXXXXXX ACCOUNT NUMBER : XXXXXXXXXXXXXXX WITH A TERM OF ONE (1)
YEAR AND ONE (1) DAY.

WE IRREVOCABLY CONFIRM THAT WITHIN FIVE (5) BANKING DAYS AFTER RECEIPT OF THE
STANDBY LETTER OF CREDIT VIA SWIFT MT760 AND IT'S AUTHENTICATION, WE WILL TRANSFER
€10,000,000.00 (TEN MILLION EUROS) BY SWIFT MT103 TO THE BANK ACCOUNT DETAILS STATED
BELOW

BANK NAME:
BANK ADDRESS:
SWIFT CODE:
SORT CODE:
FURTHER CREDIT TO:
SWIFT CODE:

IBAN NUMBER:
ACCOUNT NAME:
ACCOUNT NUMBER:

FOR AND ON BEHALF OF
(ISSUING BANK NAME)
ISSUING BANK ADDRESS)

BANK OFFICER 1 BANK OFFICER 2
TITLE (PIN) TITLE (PIN)

STANDBY LETTER OF CREDIT
(VERBIAGE TO BE PROVIDED BY BUYER/LESSEE)

SELLER’s initials:

BUYER / LESSEE’s initials: Page 25 of 27
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CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

SWIFT MT799 PRE-ADVICE
(VERBIAGE TO BE PROVIDED BY THE BUYER/LESSEE)

Tranche Schedule Template

Tranche Timing Tranche Value Cumulative Value
APRIL €500,000,000
1. MAY €500,000,000 €3.5 B W/R/E TO
2. JUNE €500,000,000 BILLION......
3. JULY €500,000,000
4. AUGUST €500,000,000
5. SEPT. €500,000,000
6. OCT. €500,000,000
7. NOV. €500,000,000
8.
DEC. €1.000,000,000.00
9.

WE AGREE TO THE ABOVE TRANCHES SECHDULE IN ITS ENTIRETY.
IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED AS OF THE EFFECTIVE
DATE OF 19TH MONTH, 2021 BY THEIR DULY AUTHORIZED REPRESENTATIVES.
IN WITNESS WHERE OF THE PARTIES EXECUTED THIS AGREEMENT AS OF THE DATE ABOVE WRITTEN
CONFIRMED AND SIGNED ON 19TH, 2021, FOR AND BEHALF OFBUYER/LESSEE:

SELLER’s initials:

BUYER / LESSEE’s initials: Page 26 of 27
UNAUTHORIZED CONTACT TO PROVIDER’S BANK IS NOT ALLOWED

CESONIA INTERNATIONAL LIMITED

Address: 152 Yonge Street, Toronto, Ontario M5B 1S5 Canada

TRANSACTION CODE: 0094/3671/4921
SELLER’S CODE: SBLC/500M/3622/0276/
LESSEE CODE: SBLC/500M/0100/VES0521

CONFIRMED AND SIGNED ON _________TH, 2021 FOR AND ON BEHALF OF PROVIDER/SELLER:

_____________________________________
NAME: JAMES KENNETH REID
TITLE: MANAGING DIRECTOR/CEO
PASSPORT NUMBER: 502232030
NATIONALITY: UNITED STATES OF AMERICA
ISSUING DATE: 30TH APRIL 2013
EXPIRY DATE: 28TH APRIL 2023

ELECTRONIC DOCUMENT TRANSMISSIONS

SELLER’s initials:

BUYER / LESSEE’s initials: Page 27 of 27
UNAUTHORIZED CONTACT TO PROVIDER’S BANK IS NOT ALLOWED