2M BRL of Blco Loaded For Ghana Waters N65 Less 4

NIGERIAN NATIONAL PETROLEUM CORPORATION
UNDER THE JOINT VENTURE OPERATIONS (JVO)

BONNY TERMINAL – NNPC BONNY
PORT HARCOURT - NIGERIA
Cablegram: NAPETCOR Telegram: PETRES
SALES & PURCHASE CONTRACT AGREEMENT

CRUDE OIL – CONCESSIONALLIFTING ON CIF
BASIS TO TEMA PORT, GHANA (N NAIRA/ US $
DEAL)
Code SELLER: NNPC/MINT/JVO /T.OPS-328/02/20

Code BUYER:
PROOF OF PRODUCT/CARGO INFORMATION
4th Quarter Allocation of 1st October to 31st December, 2019

Export Allocation Number: CPI/CO/28/VOL.VIII/189
MPR Reference: DPR/DS/CTO/2018/V.105/77
Bulk Volume: Two (2,000,000) Million Barrels
Quantity From NNPC/JVO Bulk Equity: 2 million barrels and above (+ or – 10%)
QUALITY: NIGERIAN LIGHT CRUDE OIL OF STANDARD EXPORT GRADE.
BONNY LIGHT CRUDE OIL SPECIFICATION

If the specification of the product as per inspection for NNPC 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 1/10th (one tenth) of a percent above 0.15% wt., Sulphur
for the Crude Oil.
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, wtK%: 0.14 max
Reid Vapor Pressure: 6.52 PSIG, max
Carbon Residue, wt%: 1.0, max.
VINI, PPM wt:, 2.0
SELLER Page 1 of 25 BUYER
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Contract Ref No:NNPC/JVO/MINT /T.OPS-328/02/20
17 .02. 2020
Vis, cst @ 37.8 Deg C.: 3.47, min.

Yield C1-C4 wt%: 2.10
This agreement is made on this 17thday of February, 2020, by and in between:
Seller:
Name: N.N.P.C /MINT/JVO
Address: Bonny Terminal, NNPC Bonny, Port Harcourt, River State, Nigeria.
AND
Buyer:
Name: EHISOLE RESOURCES INTERNATIONAL LTD
Address: BENIN CITY NIGERIA

Email:
Content:
I. Definitions.
II. Scope of the Contract
III. Recitals.
IV. The product.
V. Quantity.
VI. Quality.
VII. Measurement & Samples.
VIII. Delivery Terms.
IX. Title and Risk of Loss.
X. Indemnity
XI. Price, Credit Period & Currency.
XII. Payment Terms.
XIII. Berth & Discharge Port.
XIV. Vessel Nominations & Shipment.
XV. Warranties.
XVI. Documents.
XVII. Taxes, Duites and Charges.
XVIII. Force Majeure.
XIX. Liability & Penalty.
XX. Assignment.
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17 .02. 2020
XXI. Applicable Law, Litigation & Arbitration.

XXII. General Provisions.
XXIII. Notices.
XXIV. Amendments and Waivers
XXV. Penalty
XXVI. Insurance
XXVII. Legal Addresses of the Parties.
XXVIII. Non Circumvention Non-Disclosure Confidentiality Agreement.
XXIX. 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 1, 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 (M3) 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.
“CIF” Strictly as referred to in the interpretations defined by INCOTERMS, Edition 2000 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” Platt’s McGraw Hill, London 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 mailed
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 this 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” 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
Fahrenheit.
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17 .02. 2020
“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 (1) metric Ton, measured at 60 degrees Fahrenheit.
“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 (1 st) January, or
first (1st) April or first (1st) July or first (1st) 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 or buyer and
employed by seller or buyer to ship the oil to the discharge port.
“Year” shall mean a calendar year commencing on first (1st) January.
“Gallon” A unit of volume equivalent to 231 cubic inches or 0.3785 cubic meters, all measured at 60
degrees F.
“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 will be furnished by the SELLER and added
as Appendix “A” to this contract agreements.
2. Scope of the Contract
1 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 UNDER THE JOINT VENTURE OPERATIONS (THE SELLER) has sold and the BUYER has
bought on CIF Basis, Tema Port, Ghana, the total quantity of2, 000,000 BBLS, +/-10% of
Nigerian Bonny Light Crude Oil /per quarter for 1yr or more.

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17 .02. 2020
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 Nigerian Light Crude Oil that shall be
lifted from NNPC equity bulk allocation at our bonny terminal, Rivers State.
5. Quantity
The Seller shall supply a quantity of about(2, 000,000) per month +/- 10% barrels of crude oil. Both
parties may consider additional deliveries after successfully completing this first shipment.
6. Quality
Will be as per NNPC 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 “SAYBOLT” 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 and the responsibility of the Seller and inspection at the port of loading.
If the specification of the product as per inspection for NNPC 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 1/10th (one tenth) of a percent above 0.15% wt., Sulphur
for the Crude Oil.
7. Measurement and Samples

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17 .02. 2020
Measurement of quantities and the taking of samples for the purposes of determining the quality of the
product shall be carried out at the farm storage in accordance with the general practices as accepted in
the Oil industry as regards tank farm purchase, which “Say bolt 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 theloading port from appropriate cargo hold
measurement and shall exclude water and sediment, if anyin excess of themaximum specification
determined by ASTM methods. Quantity and quality to be confirmed before discharging into the Buyer’s
shore tank facilities.
8. Delivery Terms
The terms of the delivery for this agreement shall be on CIFbasis. Any terms not covered by this
agreement shall be covered by INCOTERMS 2000 for CIF sales as shall be agreed.
9.Title and Risk of Loss
CIF: Title and risk of loss or damage to the Crude Oil shall pass from Seller to Buyer at the storage tank
farm when the Crude oil is about to discharge into the Buyer’s shore tank / refinery
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. Price, Credit Period & Currency
The price to be paid shall be based on the loaded quantity of Crude Oil for each shipment based on
standard barrels and under “Dated Brent” as in the Platt’s Oilgram Report. The applicable currency in
respect of payment for the Cargo shall be United States Dollar (USD).
PRICE:
1. N65/Ltr less N4.
2. Discount ofN4/Ltr as commission to buyer and seller agents.
12. Payment Terms

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17 .02. 2020
a. $a. -The payment will be in US Dollars and madedirectly to an NNPC nominated account
including both agent and facilitators account at the same time, payable at sight of Documents at
Buyer*s bank in US Dollars per shipment.
b. - Quantity, as assessed at the Loading port by the Independent Inspector or Surveyor Company,
and price as determined as per clause 5 of this contract, will be used to compute the Seller’s invoice.
c. - In case the amount of the Seller’s invoice is lower than the amount of the L/C, only the invoicing
amount will be paid from this credit.
d.-Any shortage of payment related 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 L/C.
e. - 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 L/C, the Seller will have the option
to require from the Buyer to increase the amount of the L/C or to reduce the quantity to be loaded, so
as to cancel the difference, and this will not be deemed a contract default.
f. - 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.
g.- Payment for the Cargo shall be made at sight immediately upon presentation of clean document,
one original and three copies of shipping document at the counter of the seller’s bank.
h. - In the event payment due date falls on a Saturday or a New York banking holiday other than a
Monday, then payment will be effected 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.
i. - Buyer shall instruct its bank to advise seller’s bank by SWIFT or tested telex quoting the value
date of the transfer, the amount and the clearing bank, if any. Such advise is to be sent in due time
so as to enable Seller’s bank to credit Seller with value on due date.
j. - All documents drawn under and in compliance with the Terms of the Letter of Credit shall be duly
honored upon presentation. The Letter of Credit shall be subject to the Uniform Customs and
Practice for Standby Credit (1993 revision, International Chamber of Commerce, Paris Publication
No. 500).
k. - The Letter of Credit shall be in the form accepted by the seller and meeting international
requirements.
l. - The SELLER and BUYER each shall be responsible for their own bank charges.
13. Berth & Loading Port
1. Upon confirmation of standby letter of credit, seller shall be allowed to provide logistics
from the buyer’s credit for all necessary pre-loading arrangements at the loading port to
enable the vessel safely leave and reach destination.
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17 .02. 2020
2. Seller shall program, manifest, hire inspection agency, and assure that all necessary
documents and applicable regulations ofgovernment, local andport authorities at the
loading port are executed accordingly; (including pilotage, port authority, etc) from the
cash call for logistics.
Nominations, Shipment & Procedures
1. Seller forwards a draft SPA to buyer for CIF to Tema Port, Ghana with copies of
loaded vessel documents for buyer‘s due dilligence.
2.BUYER SIGN SPA & RETURN WITH DETAILS AND ADDRESS FOR INVOICEBILLING AND
ATB FORMAT OF WHICH THE SUPERCARGO MUST BE NNPC TERMINAL
ACCREDITED;
3. SELLER ISSUES MATB AND CLEARANCE TO BUYER'S NOMINATED NNPC ACCREDITED
SUPERCARGO ONBOARD HIM IN NIGERIA WATER FOR PRODUCT CONFIRMATION
AND ATTESTATION COUNTER SIGNED BY CARGO CAPTAIN.
4. BUYER UPON CONFIRMATION OF ATTESTATION PLACES A COMMITMENT DEPOSIT
OF ONE HUNDRED MILLION NAIRA (N100,000 000.00) TO SELLER'S NOMINATED
FINANCIER’S ACCOUNT.
5. Upon confirmation of deposit, a file is opened in the name of the buyer and re-
assignment of all documents done.
6. Vessel Master announces her arrival to the Harbour Master.
8. Marine ATB issued by the vessel master to Buyer independent inspectors. They go
onboard for Q & Q.
9. Upon successful Q & Q, a final cash call for logistics payment ofN100,000,000 is
made to the Corporation’s nominated fiduciary account before vessel leaves Tema
waters for its POD.
10. Total cargo payment is made less the totalcash call logistics of N100,000,000
millionupon arrival at Buyer’s POD. Buyer also pays commission to facilitators of
both sides.
15. Warranties
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The Seller 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
Some of the documents which, shall be handed over to the Buyer for confirmation that the products
were loaded and delivered to the said tank farm storage are as listed below:
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 samples
g) 1 Original Ullage report issued at loading terminal.
h) 1 Original and 3 copies of cleanliness report at loading port.
i) Certificate of Ownership
Any other documents pertaining or related to the current transaction, duly signed by the authorized
person(s) and as required.
17. Taxes, Duties & Charges
All ordinary agency fees, towage, pilot age and similar port charges, port duties and after taxes against
Vessel at the loading Port shall be paid from Seller’s credit.
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, Import and taxes for its Importation.
18. Force Majeure

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17 .02. 2020
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.
1. 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.
4. 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.
b. 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.
c. The party seeking relief under (a) 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.
d. 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 performing the CIQ by the Buyer’s inspector, delay for payment exceeding the validity of the
agreed period of 2 weeks, shall be considered as a non- performance on the part of the Buyer.
Failure for Seller to act within 2 WEEKS from when the partial cash call for logistics has been
confirmed and received from Buyer, he is liable to be penalized by the Buyer.
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
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17 .02. 2020
a) Neither Seller nor Buyer may assign its rights in this Contract without the prior written consent
of the other party. Buyers 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.
b) 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, Spokes person
/ Official to contact and their telephone and fax numbers.
21. Applicable Law, Litigation and Arbitration.
The agreement shall be governed and construed in accordance with International laws.
a) 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 2000 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.
b) 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.
c) The proceeding shall be conducted by one (1) arbitrator in accordance with the rules for Arbitration
of the International Chamber of Commerce ICC. The arbitration proceeding shall be conducted in
the English language.
d) 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 bemade to the said courts or other authority for a judicial acceptance to the award
and an order of enforcement as the case may be.
e) 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

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17 .02. 2020
a. 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.
b. The Agreement and all information obtained by one party from the other party shall be
treated as confidential.
c. The headings appearing in the Agreement are for convenience only.
d. 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
a) This Agreement shall not be amended or modified or any provision thereof waived, except in
writing and accepted by both parties.
b) 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
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 procedurein 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
hundred Million Naira(N100,000,000.00) to the other party and a one time service charge of Fifty million
naira(N50,000, 000.00) to the commission beneficiaries stated in the Master Fee Protection Agreement
section of this contract, except for the failing party’s mandate, divided as per share of their commission.
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 risks
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.

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27. Legal Addresses of the Parties
Seller:
Name: N.N.P.C /MINT/ JVO
Address: Bonny Terminal, NNPC Bonny, Port Harcourt, River State, Nigeria.
Cablegram: Telegram:
Buyer:
Name: EHISOLE RESOURCES INTERNATIONAL LTD
Address: BENIN CITY
28. Non Circumvention Non Disclosure Confidentially Agreement
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.
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 thisAgreement 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
Agreementhereinafter referred to as "thetransaction" (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 others 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, increase or avoid directly
or indirectly payments of established or to be established fees, commissions, or continuance of
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17 .02. 2020
pre-established relationship or intervene in anycontracted relationships with manufacturers

ortechnology owners with intermediaries entrepreneurs, legal council, 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. This Agreement shall be valid for one shipment commencing from the date of this Agreement.
This Agreement has an option to renew for a further period of one (1) 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 it's 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 notan 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

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17 .02. 2020
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
Date: 17.02. 2020

Contract Code:NNPC/MINT/JVO/T-328/02/20
Buyer’s Code:
Buyer’s Name: EHISOLE RESOURCES INTERNATIONAL LTD
Buyer’s Bank: FIRST BANK LTD
Seller’s Code: NNPC/MINT/JVO /T.OPS-328/02/20
Seller’s Name: N.N.P.C/MINT / JVO
Seller’s Bank:
PurchaseTWO MILLION BARRELS NIGERIAN LIGHT CRUDE OIL
1. The above mentioned transaction involving the purchase of(2, 000,000) BARRELS of NIGERIAN
LIGHT CRUDE OIL. 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
principles or their mandate agents.
2. Now, therefore, we buyers – ………………………………………represented

by……………………… acting with full corporate authority and responsibility, do herewith, without
prejudice and recourse, guarantee to pay a total Service Fee of Naira(N4.00) perLITRE of
NIGERIAN LIGHT CRUDEOIL delivered under the terms of the transaction referenced above.
The undersigned, as the legal Seller’s representative, agrees and guarantees to cause a copy of
this Irrevocable Master payment Order to be attached to each copy of the final signed contract at
all times, provided acceptance of the buyer. This irrevocable Payment is issued pursuant to and
in acknowledgment of the Buyer’s responsibilities under the present contract.
3. The Payer/Buyer further agrees that the fees and commissions stated are compensation for
services rendered and are irrevocable, irretrievable andunconditionally guaranteed to be paid
within 1 (one) international banking day and in conjunction with the transfer of the Buyers

------------------------------------------------------------------------------------------------------
17 .02. 2020
payment to the Seller via the Buyer’s Letter of Creditrelating to each and everydelivery/loading of
each and every shipment of the commodity referred to in this contract.
4. 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.
5. The Payer/Buyer agrees to execute in full force with the paying bank or entity for the purpose of
payment to each of the paymasters within two international banking days upon the confirmation of
the loaded cargo documents by the buyers.
6. The Paying Bank to this Irrevocable Pay order Fee Protection Agreement will be the following:
Bank Name:
Bank Address:
Account Name:
Account No:
SWIFT:
Bank Officer:
It is agreed that the Payer/Buyer will cause the above listed bank to issue bank certified copies of a
Letter of Receipt of this agreement to the paymasters and all the intermediaries named herein within
three (2) international banking days from the execution of the paymaster’s order. The Buyer also
reserves the right to change banks at any stage during any given transaction but such change would
have no bearing on the contents of this agreement and would instruct such new bank to issue new Pay
orders to the parties concerned.
7. All parties agree that they are bound by any Non Circumvention Non Disclosure Agreements that
they have entered into with regard to the above transaction and will not circumvent, avoid, bypass
or obviate each other directly or indirectly to avoid payment of commissions or fees in any
transaction pending, or in the future, for as long as a contract shall remain in force between two
principles. At no time shall either party disclose or otherwise reveal to any third party any
confidential information, code or reference and, or any such information advised to the other party
as being confidential or privileged without the formal written permission of the other party.
8. 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)
9. The total Service Fee rate of Four naira(N4.00)perLITRE of BONNY LIGHT CRUDE OILis
divided and the rates entered in clauses from 10b below in the name of each Paymaster who is
------------------------------------------------------------------------------------------------------
17 .02. 2020
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 LITRES 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: NNPC AUTHORIZED ACCOUNT TO RECEIVE THE FULL

PAYMENT OF CARGO.
Bank name : MIZUHO BANK LTD

Branch : SHIMBASHI BRANCH
Bank address: 2-1-3, SHIMBASHI MINATO-KU TOKYO 105-0004 JAPAN
Beneficiary...NIGERIAN NATIONAL PETROLEUM CORPORATION..
Account Num: 130 9103250 USD
Account Num:130 9103269 EURO
Bank Swift : MHCBJPJTXXX
Bank Officer : Mr. IIMURA KYOHEI
Bank Tel: +81 335 017 112
SELLER: NNPC AUTHORIZED ACCOUNT TO RECEIVE THE CASH

CALL LOGISTICS.BLOCK FUND
ACCOUNT NAME:
REDEEM INVESTMENT LIMITED.
ACCT NO . 1014951476
ACCT OFFR. CHRISTIAN EJIAFOR.
[email protected] to [email protected], [email protected].
BANK. ZENITH BANK. UNIZIK AWKA. ANAMBRA STATE.
------------------------------------------------------------------------------------------------------
17 .02. 2020
SELLER AGENT/FACILITATOR BANKING COORDINATES - : # 2.00k
Lloyds bank
Mint Investment North Trade Ltd
acc: 42835160
Sort: 309191
BIC: LOYDGB21456
IBAN: GB09LOYD30919142835160
Swift code: LOYDGB2L
SELLER'S AGENT BANKING COORDINATESN1.00K
ACCOUT NAME:Peace Foundation For Democracy

ACCIUNT NO 0064831771
Diamond Assces Bank
CONSULTANTS BANKING COORDINATES - N1.00k

BANK NAME: GTB PLC
BANK ADDRESS: MOTHERCAT BRANCH TRANSAMADI,PH.
SWIFT CODE: GTBNGLA
ACCOUNT NAME: EDWARD O. AHIA
ACCOUNT No: 0038108911
BANK OFFICER: OLUCHI AGUOMBA
TELEPHONE:
BUYER BANKING COORDINATES

CORRESPONDENT BANK FIRST BANK NIGERIA PLC
BANK ADDRESS 123, MM WAY, BENIN CITY.
------------------------------------------------------------------------------------------------------
17 .02. 2020
SWIFT CODE FBNINGLAXXX

ROUTING NO 011150000
BENEFICIARY
FIRST BANK NIGERIA PLC
INSTITUTION
SWIFT CODE
ACCOUNT NO;
SORT CODE 011044533
CUSTOMER NAME EHISOLE RESOURCES INT’L LIMITED
CUSTOMER ACCT NO; $2024705466, N2024705473
ACCOUNT OFFICER BABAJIDE MOFOLORUNSHO
[email protected]
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
REQUIRED MESSAGE TO US.” transfers instructions shall state:
“funds are clean and clear, of non-criminal origin and are
payable in cash
immediately upon receipt by beneficiary’s bank”.
BUYER MANDATE AND FACILITATOR BANKING COORDINATES -

N 1.05k
NAME:
ADDRESS:
SWIFT CODE:
ACCOUNT NAME : AS BUYER
ACCOUNT No:
BANK OFFICER:
TELEPHONE:

------------------------------------------------------------------------------------------------------
17 .02. 2020
BUYER AGENT/FACILITATOR BANKING COORDINATES - N 0.10k

NAME:UNION BANK PLC
ADDRESS: UAC BUILDING , CBD, ABUJA
SWIFT CODE:UBNINGLA
ACCOUNT NAME:KOLRSON AND COMPANY
BANK OFFICER: IRENE
TELEPHONE:
BUYER AGENT/FACILITATOR BANKING COORDINATES - N 0.10k

NAME:FIDELITY BANK PLC
ADDRESS:ABUJA
SWIFT CODE:
ACCOUNT NAME:KAM TRADING INVESTMENT AND CONSTRUCTION COMPANY LTD
BANK OFFICER: JOSHUA
TELEPHONE:
FACILITATOR BANKING COORDINATES - N .10k

BANK NAME:ZENITH BANK PLC
BANK ADDRESS:LAGOS
SORT CODE: 057150301
ACCOUNT NAME: PAUL IFEANYI EDAFERETA
BANK OFFICER:
TELEPHONE:

------------------------------------------------------------------------------------------------------
17 .02. 2020
TRANSACTION CONSULTANTS BANKING CO-ORDINATES TO

RECEIVE $0.1G5J N0.10k PER BRL MOU CLOSED
UNITY BANK PLC
BANK NAME
BANK ADDRESS 4 ITA EKO, ABEOKUTA, OGUN STATE

SORT CODE 215174187
SWIFT CODE ISIKTRV533

ACCOUNT NUMBER 0025796783
ACCOUNT NAME SONET GLOBAL RESOURCES LTD

OFFICER’S NAME MOYO KEHINDE
A/C OFFICER MAIL [email protected]
A/C OFFICER OHONE 08034285870
FACILITATORS BANKINGCO-
ORDINATETORECEIVE
N0.10KPERBAR(GROUPMOUCLOSE
D)
BANKNAME ZENITH BANK PLC

ADDRESS ABEOKUTA, OGUN STATE
ACCOUNTNAME B. O. OLANREWAJU
ACCOUNTNUMBER 1000630804
BUYER'S FACILTATORS BANKING CO-ORDINATES TO RECEIVE = NGN0.15k/BBL

CORRESPONDING BANK
BANK ADDRESS
SWIFT-CODE
------------------------------------------------------------------------------------------------------
17 .02. 2020
ABA
BENEFICIARY BANK: WEMA BANK PLC
SWIFT CODE: ACCOUNT 0229366574
FINAL-BENEFICIARY
NO EKURE O. CHELEKE
FINAL-BENEFICIARY
NAME: 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
INCORPORATE ABOVE
BUYER'S FACILTATORS BANKING CO-ORDINATES TO RECEIVE = NGN0.15k/BBL

CORRESPONDING BANK
BANK ADDRESS
SWIFT-CODE
ABA
BENEFICIARY BANK: UBA PLC
SWIFT CODE: ACCOUNT 2028639219
FINAL-BENEFICIARY
NO BAMIGBADE ADEYINKA
FINAL-BENEFICIARY
NAME: NO: 2028639219
ACCOUNT OFFICER
OFFICER PHONE
INCORPORATE ABOVE
BUYER'S FACILTATORS BANKING CO-ORDINATES TO RECEIVE = NGN0.15k/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
SWIFT CODE: ACCOUNT UBNINGLA , 0024981847
NO
------------------------------------------------------------------------------------------------------
17 .02. 2020
FINAL-BENEFICIARY JOHN OLUKAYODE EGBALETIWON

FINAL-BENEFICIARY
NAME: NO:
ACCOUNT OFFICER TBK
OFFICER PHONE
INCORPORATE ABOVE
BUYER’S NAME: EHISOLE RESOURCES INT'L LTD
Corporate Stamp & Seal.

Name: SOLOMON ILOKHORIA
Designation: MD/CEO
Date: 25TH FEBRUARY 2020
NAME:
TITLE:
DATE:
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.

------------------------------------------------------------------------------------------------------
17 .02. 2020
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 25 TH FEBRUARY

2020…………………….
For and On Behalf of the Buyer Signature

Corporate Stamp & Seal
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 of225 pages, “Product Description-Nigerian 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.
For and On Behalf of the BUYER Signature

Name:
Designation: MD $ CEO
Date: 26TH FEBRUARY 2020
For and On Behalf of the SELLER

Signature
------------------------------------------------------------------------------------------------------
17 .02. 2020

THE WITHIN NAMED “SELLER”N.N.P.C / JVO
NAME: ENGR. AMADI WARMATE
TITLE: OperationsDept. B.O.T
DATE:17. 02. 2020

------------------------------------------------------------------------------------------------------
17 .02. 2020

2M BRL of Blco Loaded For Ghana Waters N65 Less 4

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NIGERIAN NATIONAL PETROLEUM CORPORATION

UNDER THE JOINT VENTURE OPERATIONS (JVO)

SALES & PURCHASE CONTRACT AGREEMENT

Code SELLER: NNPC/MINT/JVO /T.OPS-328/02/20

PROOF OF PRODUCT/CARGO INFORMATION

4th Quarter Allocation of 1st October to 31st December, 2019

QUALITY: NIGERIAN LIGHT CRUDE OIL OF STANDARD EXPORT GRADE.

BONNY LIGHT CRUDE OIL SPECIFICATION

Specific Gravity : 0.8459.

Vis, cst @ 37.8 Deg C.: 3.47, min.

This agreement is made on this 17thday of February, 2020, by and in between:

Address: BENIN CITY NIGERIA

XXI. Applicable Law, Litigation & Arbitration.

2. Scope of the Contract

SELLER Page 4 of 25 BUYER

7. Measurement and Samples

SELLER Page 5 of 25 BUYER

9.Title and Risk of Loss

11. Price, Credit Period & Currency

12. Payment Terms

SELLER Page 6 of 25 BUYER

13. Berth & Loading Port

Nominations, Shipment & Procedures

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 samples

g) 1 Original Ullage report issued at loading terminal.

h) 1 Original and 3 copies of cleanliness report at loading port.

17. Taxes, Duties & Charges

18. Force Majeure

SELLER Page 9 of 25 BUYER

1. Compliance with any order, demand or request of any government or of any

2. Any strike, lockout or labor dispute.

3. Adverse weather, perils of the sea or embargos.

4. Delays of Vessel due to breakdown provided always that nothing contained

19. Liability and Penalty

21. Applicable Law, Litigation and Arbitration.

22. General Provisions

SELLER Page 11 of 25 BUYER

d. Any modification of addition to the Agreement shall be made in writing.

24. Amendments and Waivers

b) Any provision of this Agreement, which is declared unlawful or unenforceable by a Court of

SELLER Page 12 of 25 BUYER

27. Legal Addresses of the Parties

28. Non Circumvention Non Disclosure Confidentially Agreement

Now, therefore it is agreed

pre-established relationship or intervene in anycontracted relationships with manufacturers

4. Commissions, fees, compensation or remuneration to be paid as part of transaction covering

SELLER Page 14 of 25 BUYER

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

Date: 17.02. 2020

Seller’s Code: NNPC/MINT/JVO /T.OPS-328/02/20

Seller’s Name: N.N.P.C/MINT / JVO

2. Now, therefore, we buyers – ………………………………………represented

SELLER Page 15 of 25 BUYER

SELLER: NNPC AUTHORIZED ACCOUNT TO RECEIVE THE FULL