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DEED OF AGREEMENT

THIS LETTER OF INTENT/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 Tuesday, November 05, 2024, BY AND BETWEEN:
Company Name : KINPRO HOLDING GMBH
Company Address : GESCHWISTER-SCHOLL-STR.20,71088 HOLZGERLINGEN, GERMANY
Company Registration No : HRA 246169
Represented by : MR. VALERYKÖNIG
Title position : DIRECTOR
Passport Number/IDNo : C8775G2FC
Date of Issue : 15.03.2019
Date of Expiry : 14.03.2029
Place of Issue/Nationality : GERMANY
HEREIN NAMED AS THE "PROVIDER", 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;

AND
COMPANY NAME NOTA ENERGY RESOURCES SDN. BHD.
ADDRESS 57 & 57/1, JALAN TU3, TAMAN TASIK UTAMA, 75450 AYER
KEROH，MELAKA, MALAYSIA.
COMPANY REGISTRATION 1024435-A
REPRESENTED BY DATUK JOSEPH WONG
PASSPORT NUMBER A5641S745 (Malaysian)
E-MAIL admin@notaenergy.com

HEREIN NAMED AS THE "BENEFICIARY/RECEIVER", 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 BANK INSTRUMENT

1 INSTRUMENT BANK GUARANTEE (BG) / STANDBY LETTER OF CREDIT

(SBLC)CASH BACKED
2 TERM OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
3 ISSUING BANK DEUTSCHE BANK
4 AGE /CURRENCY ONE (1) YEAR AND ONE (1) DAY-FRESH CUT/EURO
5 PRICE 6% LEASE AND (28% OF PURCHASE) PLUS THREE PERCENT (3%)
6 INTERMEDIARY 3% ON FACE VALUE (1.5%SELL SIDE &1.5%BUY SIDE)
FEES
7 CONTRACT AMOUNT EURO TWO HUNDRED BILLION (€140,00,000,000.00) PLUS R&E

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8 FIRST TRANCHE EURO ONE HUNDRED AND FORTY MILLION (€ 140,000,000.00)

9 DELIVERY DELIVERED BY ISSUING BANK, ISSUING BANK TO ISSUE MT799, RECEIVING’ BANK
RESPOND WITH MT799, PROVIDER ISSUE SWIFT MT-760, PROVIDER TO SEND SWIFT
COPIES OF THE MT-760 TO THE BENEFICIARY/BUYER AS SOON AS THEY ARE SENT
PAYMENT FOR THE BG/SBLC TO BE REMITTED WITHIN FIVE (5) BANKING DAYS UPON
VERIFICATION AND CONSOLIDATION OF THE MT-760. HARD COPY TO FOLLOW BY BANK
BONDED COURIER WITHIN TEN (10) BANKING DAYS AFTER AUTHENTICATION OF
PAYMENT
10 PAYMENT SWIFT MT103
11 HARD COPY BONDED COURIER WITHIN TEN BANKING DAYS.

I, RECEIVER NAME, POSITION, WITH PASSPORT #, ACCOUNT HOLDER AND AUTHORIZED

SIGNATORY, HEREBY CONFIRM WITH FULL LEGAL AND CORPORATE RESPONSIBILITY, THAT WE
ARE READY, WILLING AND ABLE TO UNDERTAKE FOR THE EXCHANGE OF THE HEREIN DESCRIBED
(BG/SBLC) DERIVED FROM LEGAL SOURCES AND OF NON-CRIMINAL ORIGIN THROUGH OUR
BANKING RESOURCES UNDER THE TERMS AND CONDITIONS STATED HEREIN, AGAINST GOOD,
CLEAN, CLEAR FUNDS OF NON-CRIMINAL ORIGIN.
WHEREAS, THE BENEFICIARY/RECIEVER DESIRES TO RECEIVE A COLLATERAL FACILITY FROM
THE PROVIDER, IN FORM OF (BG/SBLC) FOR THE PURPOSE TO SECURE WORKING CAPITAL AND
PROPER MANAGEMENT OF HIS DAILY BUSINESS, AND FURTHER CONFIRMS WITH FULL
CORPORATE AND LEGAL RESPONSIBILITY THAT SUFFICIENT FUNDS ARE AVAILABLE TO COVER
THE COSTS OF THE SAID CREDIT FACILITY.
WHEREAS, THE PROVIDER ACCEPTS BENEFICIARY’S APPLICATION FOR THE COLLATERAL FACILITY,
IN FORM OF BG/SBLC BY ISSUING AND TRANSFERRING TO THE BENEFICIARY ALL ITS RIGHTS ON
BG/SBLC TITLE AND ANY OTHER INTEREST, PLUS FURTHER REPRESENTS AND WARRANTS THAT
IT HAS THE ABILITY AND RESOURCE TO CAUSE THE ISSUANCE & ARRANGE THROUGH ASSOCIATES,
CONTRACTS AND SOURCES, WITH FULL CORPORATE RESPONSIBILITY, SUCH FINANCIAL
INSTRUMENT(S) AS REQUIRED AND AS PER TERMS MUTUALLY AGREED HEREIN. THE PROVIDER
HEREBY DECLARES, UNDER FULL PENALTY OF PERJURY, EACH BG/SBLC WILL BE BACKED BY
GOOD, CLEAN, CLEAR FUNDS OF NON-CRIMINAL ORIGIN, FREE & CLEAR OF ALL LIENS,
ENCUMBRANCES & ANY THIRD-PARTY INTERESTS.
NOW THEREFORE, THE BENEFICIARY HAS AGREED TO RECEIVE THE INSTRUMENT(S) AND THE
PROVIDER HAS AGREED TO ISSUE/DELIVER SAID INSTRUMENTS BASED ON THE FOLLOWING
TERMS AND CONDITIONS:
TRANSACTION PROCEDURE: PURCHASING

1. THE RECEIVER SENDS TO THE PROVIDER THIS COMPLETED LOI/DOA WITH ALL DOCUMENTS FOR DUE DILIGENCE
AND COMPLIANCE (CIS, CERTIFICATE OF INCORPORATION, BOARD RESOLUTION, PROOF OF FUNDS – BCL, TEAR
SHEET ETC (COVERING 10% OF 1ST FACE VALUE) AND WITHIN 48 HOURS PROVIDER CONFIRMS THE DUE DILIGENCE.
UPON SUCCESSFUL COMPLIANCE ON RECEIVER, THE PROVIDER RETURNS THE DOA TO RECEIVER WITH ALL OF THEIR
CORPORATE AND BANKING INFORMATION, CIS AND PASSPORT SO RECEIVER MAY DO THEIR OWN DUE DILIGENCE
(DD). AFTER SUCCEFULL DD PROVIDER COUNTERSIGNS THE DOA AND RETURNS TO RECEIVER, WHICH HEREBY
AUTOMATICALLY BECOMES A FULL RECOURSE COMMERCIAL CONTRACT.

2. WITHIN TWO (2) BANKING DAYS, ISSUING BANK OF THE PROVIDER WILL ISSUE PRE-ADVICE MT799 VIA BANK
SWIFT TO THE DESIGNED BANK OF THE RECEIVER & SEND COURTESY COPY MESSAGE TO THE RECEIVER WITHIN
TWENTY-FOUR (24) BANKING HOURS.

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3. WITHIN TWENTY-FOUR (24) HOURS UPON SATISFACTORY CONFIRMATION BY BOTH PROVIDER AND RECEIVER THE
RCEIVERS’ BANK SENDS SWIFT MT799 BLOCKED FUND IN AMOUNT OF THE EURO14M MIN., TERM 90DAY MIN.
THE RECEIVER SENDS SWIFT COPY TO PROVIDER FOR CONFIRMATION, UPON CONFIRMATION OF THE COMMITMENT,
WITHIN TWENTY-FOUR (24) HOURS PROVIDER WILL CAUSE PROVIDER’S BANK TO ISSUE FIRST TRANCHE OF
INSTRUMENT VIA SWIFT MT760 (EXHIBIT C). PROVIDER WILL PROVIDE A REFERENCE COPY.

4. WITHIN FIVE (5) BANKING DAYS, RECEIVER AUTHENTICATES THE SWIFT MT760 AND PAY THE PRICE AS PER
PROVIDER ISSUED CORPORATE INVOICE BY TT/MT103. THE MT799 BLOCK FUND EURO 14M EXPIRED.

5. WITHIN FIVE (5) BANKING DAYS, BG/SBLC HARD COPY IS DELIVERED BY BANK BONDED COURIER TO
BENEFICIARIES’ DESIGNATED BANK.

6. THE SAME PROCEDURE IS RENEWED FOR THE SECOND AND SUBSEQUENT TRANCHES UNTIL THE TOTAL AMOUNT IS
EXHAUSTED EXCLUDING THE BLOCKED FUNDS OR CONDITIONAL PAYMENT.

Subsequent tranches will continue until contract is exhausted and finished. Any unauthorized calls
by any party or its representative lawyers to probe or communicate in an improper way to Bank(s)
in this transaction shall be prohibited and contract terminated.
All default or failure to perform as per the terms and conditions, if the Client’s Bank fails to receive
the confirmation, and Bank Guarantee/ Standby Letter of Credit as per the above terms and
conditions, the Client shall immediately place a claim of a Suspicious Activity Report (SAR) shall be
filed to the relevant authorities and legal action shall commence.

SANCTIONS (NON-PERFORMANCE)
AFTER THIS CONTRACT IS SIGNED BY BOTH PROVIDER AND BENEFICIARY/RECEIVER, AND COPIES
EXCHANGED ELECTRONICALLY OR OTHERWISE BY A DELIVERY SERVICE, FAILURE TO FOLLOW THE
CLOSING PROCEDURE IN TIME AND FORM HEREIN IS CONSIDERED BREACH OF THIS CONTRACT
AND PUTS THE FAILING PARTY IN DEFAULT POSITION TO PAY A ONE-TIME PENALTY (NON-
PERFORMANCE) FEE OF 2% OF THE CONTRACT VALUE TO THE PRINCIPAL SUFFERING PARTY PLUS
1% TO THE INTERMEDIARIES/FACILITATORS (0.5% EACH SIDE).
UNAUTHORIZED BANK COMMUNICATION
NEITHER PARTY IS ALLOWED TO CONTACT THE BANK OF THE OTHER PARTY WITHOUT THE
AUTHORIZATION OF THE PARTY WHOSE BANK IS TO BE CONTACTED. ANY UNAUTHORIZED CALLS
BY ANY PARTY OR ITS REPRESENTATIVE AGENTS / BROKERS / LAWYERS TO PROBES OR
COMMUNICATION IN AN IMPROPER WAY OR WAYS INDICATIVE OF DIRECT OR INDIRECT
SOLICITATION TO BANK(S) IN THIS TRANSACTION SHALL BE PROHIBITED AND RESULT TO
CONTRACT TERMINATED.
NOTICE: THIS IS A PRIVATE SALE BETWEEN TWO ENTITIES AND IS NOT TO BE CONSTRUED AS AN
OFFER OF FUNDS OR A SALE OF SECURITIES AS DEFINED IN THE US SECURITIES ACT OF 1933/34
RECEIVERS OBLIGATION:
THE BENEFICIARY/BUYER, WITH FULL CORPORATE AND LEGAL RESPONSIBILITIES, AND UNDER
PENALTY OF PERJURY, CONFIRMS THAT HE IS FULLY AWARE OF HIS FINANCIAL ABILITY AND
FACILITIES WITH HIS BANK WHEN SIGNING THIS LOI AND/OR OTHER AGREEMENTS AND
DOCUMENTS WITH THE PROVIDER.
THE BENEFICIARY/BUYER FURTHER CONFIRMS THAT THE PROVIDER 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 RECEIVER IS IN BREACH OF THE CONTRACT AND LIABLE FOR LEGAL CONSEQUENCES.

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PROVIDER OBLIGATION:
THE BENEFICIARY/BUYER WITH FULL CORPORATE AND LEGAL RESPONSIBILITIES, AND UNDER
PENALTY OF PERJURY, CONFIRMS THAT PROVIDER IS FULLY AWARE OF THE COMMITMENT OF THE
INSTRUMENTS WHEN COUNTERSIGNING THIS LOI.
THE PROVIDER 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.
NON-SOLICITATION
THE BENEFICIARY/BUYER HEREBY CONFIRMS AND DECLARES THAT THE PROVIDER, ITS
ASSOCIATES OR REPRESENTATIVES OR ANY PERSON OR PERSONS ON ITS BEHALF HAS/HAVE
NEVER EVER SOLICITED THE 500 MILLION EUROS STANDBY LETTER OF CREDIT., ITS
SHAREHOLDERS OR ASSOCIATES OR REPRESENTATIVES IN ANY WAY WHATSOEVER THAT CAN BE
CONSTRUED AS A SOLICITATION FOR THIS TRANSACTION OR FOR FUTURE TRANSACTIONS.
FORCE MAJEURE
ANY DELAY IN OR FAILURE OF PERFORMANCE BY EITHER PARTY OF THEIR RESPECTIVE
OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT CONSTITUTE A BREACH HEREUNDER OR GIVE
RISE TO ANY CLAIMS FOR DAMAGES IF, AND TO THE EXTENT THAT SUCH DELAYS OR FAILURES IN
PERFORMANCE ARE CAUSED BY EVENTS OR CIRCUMSTANCE BEYOND THE CONTROL OF SUCH
PARTY.
THE TERM “BEYOND THE CONTROL OF SUCH PARTY “INCLUDE LAWFUL ORDER OF GOVERNMENT
OR AUTHORITY, ACT OF WAR, REBELLION OR SABOTAGE, FIRE, FLOOD, EARTHQUAKE OR OTHER
NATURAL DISASTERS. ANY OTHER CAUSE NOT WITHIN THE CONTROL OF SUCH PARTY OR WHICH
IS BY EXERCISE OF REASONABLE DILIGENCE, THE PARTY WILL BE UNABLE TO FORESEE OR
PREVENT OR REMEDY.
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 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 ENTITLES TO RECOVER REASONABLY ATTORNEY FEES AND COSTS.
ALL ELECTRONIC SIGNATURES (FAX OR EMAIL), INCLUDING THOSE IN COUNTER-PART, IN REGARD
TO THIS CONTRACT SHALL BE ACCEPTED AS ORIGINAL SIGNATURES. THE PARTIES AGREE THAT
THIS AGREEMENT IS ENTERED INTO VOLUNTARILY, BY MUTUAL CONSENT AND NOT UNDER
STRESS.

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IN WITNESS WHEREOF, THE PARTIES ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT HAVING SET THEIR HANDS AND SEALS AND INITIAL ON EACH PAGE OF THIS
AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN
BENEFICIARY OF BANK INSTRUMENTS: SPECIAL INSTRUCTIONS BENEFICIARY OF THE (BG/SBLC)
WILL BE ISSUED WITH STANDARD FORMAT ICC ISP' 600/758.
BANKING INFORMATION
PROVIDER’S BANKING COORDINATES TO ISSUE RWA&MT760 (BG/SBLC)
BANKNAME : DEUTSCHEBANKAG
BANKADDRESS : TAUNUSANLAGE12,60254FRANKFURTAMMAIN, GERMANY
BANKSWIFTCODE : DEUTDEFFXXX
ACCOUNTNUMBER : N/A
IBANNUMBER : DE356007 0024 0141 9365 00(EUR)
ACCOUNTNAME : KINPROHOLDINGGMBH
BANKOFFICER : MR. KARLVONROHR
BANKOFFICEREMAIL : deutsche.bank@db.com

THE PROVIDER HAS RIGHT TO USE OTHER SENDER OF THEIR HOLDING DEPENDING OF ISSUING
BANK, BUYER CIS, etc.

BUYER’S BANKING COORDINATES TO RECEIVE MT799 , FOR TO RECEIVE MT760 SBLC AND PAYMENT OF 6% OF FACE
VALUE
BANK NAME PUBLIC BANK BERHAD
BANK ADDRESS 1, 3 & 5 JALAN SS22/23, DAMANSARA JAYA, 47400 PETALING JAYA, MALAYSIA
ACCOUNT NAME NOTA ENERGY RESOURCES SDN.BHD
ACCOUNT NUMBER 3592369734
SWIFT CODE PBBEMYKL
IBAN NUMBER
ACCOUNT SIGNATORY DATOK JOSEPH WONG
BANK OFFICER ALEX LIM
BANK OFFICER ID NO
BANK TELEPHONE 014-950 0048
BANK FACSIMILE
BANK EMAIL ADDRESS djabm@publicbank.com.my

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 ACTIONABLE FOR DAMAGES SUSTAINED HEREBY. EACH PARTY IS NOT ALLOWED TO CONTACT THE OTHER
PARTY'S BANK WITHOUT EXPRESSED WRITTEN PERMISSION. ANY PARTY ATTEMPTING TO DO SO WILL LEAD TO
CANCELLATION OF THIS TRANSACTION/AGREEMENT.

ASSIGNMENT
NEITHER PARTY MAY ASSIGN OR DELEGATE ITS INTEREST OR DUTIES WITHOUT PRIOR WRITTEN CONSENT OF THE OTHER
PARTY.

SEVERABILITY
IN THE EVENT THAT ONE OF THE ARTICLES OR ADDENDUM OF THIS AGREEMENT IS CONSIDERED VOID AND ENFORCEABLE,
THE WHOLE AGREEMENT IS CONSIDERED ENFORCEABLE AND CEASES TO EXIST. THE PARTIES SHALL IN GOOD FAITH
NEGOTIATE WITH ANY POSSIBLE CORRECTION TO THE ABOVE EVEN IN ORDER TO PREVENT THE DISSOLUTION OF THE
ENTIRE AGREEMENT.

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AGREEMENT EXECUTION
EACH PARTY TO THIS AGREEMENT REPRESENT THAT IT HAS FULL LEGAL AUTHORITY TO EXECUTE THIS AGREEMENT AND
THAT EACH PARTY AGREES TO BE BOUND BY TERMS AND
CONDITIONS SET FORTH HEREIN EACH PARTY AGREES
THAT THIS AGREEMENT MAY BE EXECUTED
SIMULTANEOUSLY BY AND BETWEEN PARTIES VIA EMAIL OR
FACSIMILE TRANSMISSION WHICH SHOULD BE DEEMED AS
ORIGINAL. ALL STATEMENTS MADE BY EITHER PARTY ARE
UNDER PENALTY OF PERJURY.
\\\

FOR AND ON BEHALF OF PROVIDER: KINPRO HOLDING

GMBH
REPRESENTEDBY MR.VALERYKÖNIG
PASSPORT C8775G2FC
DATEOFISSUE 15.03.2019
EXPIRATIONDATE 15.03.2029
PLEACEOFISSUE GERMANY

FOR AND ON BEHALF OF BENEFICIARY/RECEIVER:

NAME : DATOK JOSEPH WONG

TITLE : CHIEF EXECUTIVE OFFICER
PASSPORT No. : MALAYSIAN
ISSUE DATE : A5641S745 (S I G N E D & S E A L E D)
EXPIRY DATE : 27-10-2022
NATIONALITY : 27-10-2027

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 6 OF 18

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BG/SBLC Format via SWIFT MT-760

Sender’s Reference
50A: account with Institution
*** BANK NAME: DEUTSCHEBANKAG
*** BANK ADDRESS: TAUNUSANLAGE12,60254FRANKFURTAMMAIN, GERMANY
*** ORDERING CUSTOMER KINPRO HOLDING GMBH
*** ACCOUNT/IBAN NUMBER: DE356007 0024 0141 9365 00(EUR
*** SWIFT CODE DEUTDEFFXXX:

F57 Receiver BIC:

*** BANK NAME: ____________________
*** BANK ADDRESS: ______________________________________
*** ACCOUNT/IBAN NO: ________________
*** ACCOUNT NAME: ___________________
*** BANK OFFICER: ____________________
*** SWIFT CODE: ________________

F79 : NARRATIVE DESCRIPTION OF ORIGINAL MESSAGE

IRREVOCABLE STANDBY LETTER OF CREDIT NO: _____________________
BY ORDER AND FOR ACCOUNT OF __ ORDERING CUSTOMER__, WE HEREBY ESTABLISH OUR IRREVOCABLE, TRANSFER-
ABLE, CALLABLE, ASSIGNABLE, DIVISIBLE STANDBY LETTER OF CREDIT NO: ___________________ IN YOUR FAVOR UP TO
AN AGGREGRATE PRINCIPAL AMOUNT OF _______________ EURO ONLY (EURO XX0.000.000, 00)
THIS STANDBY LETTER OF CREDIT IS PAYABLE AGAIANST YOUR SIGHT DRAFT DRAWN ON US FOR THIS AMOUNT UP
TO _______________EURO ONLY (EURO XX0.000.000,00) AND MARKED WITH THE CLAUSE “DRAWN UNDER HSBC IRREVO-
CABLE STANDY LETTER OF CREDIT NO: _____________________ DATED XXTH ______ 2021 SIGNED BY THE BENEFICIARY
WORLD TEAM CAPITAL PARTNERS LIMITED ACCOUNT NUMBER _________________________
THIS CERTIFICATE SHALL BE FINAL AND CONCLUSIVE.
THIS STANDBY LETTER OF CREDIT IS EFFECTIVE FROM XXTH ________ 2021 AND EXPIRES IN XXST _____ 2022 AND ALL
DRAWINGS UNDER THIS STANDBY LETTER OF CREDIT MUST BE PRESENTED TO US BEFORE THE EXPIRY DATE.
WE HEREBY AGREE THAT ALL DRAFTS DRAWN ON US AND PRESENTED IN CONFORMITY WITH THE TERMS OF THIS
STANDBY LETTER OF CREDIT SHALL BE DULY HONORED BY US AND WE SHALL REMIT THE PAYMENT UPON RECEIPT
OF DOCUMENTS COMPLYING WITH THE CREDIT TERM AND CONDITIONS. REIMBURSEMENT UNDER THIS STANDBY
LETTER OF CREDIT IS SUBJECT TO ICC 600.
THIS STANDY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICES FOR DOCUMENTARY
CREDITS, 2007 REVISION, AND INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 600 AND SHALL BE
GOVERNED AND CONSTRUED IN ACCEPTANCE WITH THE ENGLISH LAWS IN THE EVENT OF ANY INCONSITIANCY, THE
ENGLISH LAW OF THE UNITED KINGDOM PREVAIL; IN ACCEPTING THIS STANDBY LETTER OF CREDIT, YOU HEREBY
IRREVOCABLY AGREE TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURT OF LONDON, UNITED KING-
DOM. THIS IS AN OPERATIVE INSTRUMENT AND NO MAIL OR HARD COPY WILL FOLLOW.

FOR AND ON BEHALF OF

AUTHORIZED OFFICER (1): _________________ (___________) ______________________________

AUTHORIZED OFFICER (2): _________________ (___________) ______________________________

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IRREVOCABLE CORPORATE PROTECTION AGREEMENT

DATE : 30 Sep 2024Tuesday,
November 05, 2024
TO : BOTH PARTIES’ CONSULTANTS
DESCRIPTION OF THE BANK INSTRUMENT

1 INSTRUMENT BANK GUARANTEE (BG) / STANDBY LETTER OF CREDIT

(SBLC)CASH BACKED
2 TERM OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
3 ISSUING BANK DEUTSCHE BANK
4 AGE /CURRENCY ONE (1) YEAR AND ONE (1) DAY-FRESH CUT/EURO
5 PRICE 6% LEASE AND (28% OF PURCHASE) PLUS THREE PERCENT (3%)
6 INTERMEDIARY 3% ON FACE VALUE (1.5%SELL SIDE &1.5%BUY SIDE)
FEES COMISSION
7 CONTRACT AMOUNT EURO ONE HUNDRED FORTY MILLION (€140,000,000.00) PLUS
R&E
8 FIRST TRANCHE EURO ONE HUNDRED FORTY MILLION (€ 140,000,000.00)
9 DELIVERY DELIVERED BY ISSUING BANK, ISSUING BANK TO ISSUE RWA EMAIL, RECEIVING’ BANK
RESPOND WITH RWA EMAIL, RECEIVING BANK, PROVIDER ISSUE SWIFT MT-760,
PROVIDER TO SEND SWIFT COPIES OF THE MT-760 TO THE BENEFICIARY/BUYER AS
SOON AS THEY ARE SENT PAYMENT FOR THE BG/SBLC TO BE REMITTED WITHIN
FIFTEEN (15) BANKING DAYS UPON VERIFICATION AND CONSOLIDATION OF THE MT-
760. HARD COPY TO FOLLOW BY BANK BONDED COURIER WITHIN TEN (10) BANKING
DAYS AFTER AUTHENTICATION OF PAYMENT
10 PAYMENT SWIFT MT103/202
11 HARD COPY BONDED COURIER WITHIN TEN BANKING DAYS.

WE, XXXXXXX(AS THE BENEFICIARY/RECEIVER, HEREINAFTER AS THE “PAYER”), REPRESENTED

BY THE PRESIDENT AND THE AUTHORIZED SIGNATORY MR.XXXXXX, THE HOLDER OFXXXXXXX
PASSPORT NO:XXXX, WITH OFFICE ADDRESS
ATXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX, DO HEREBY
IRREVOCABLY GUARANTEE WITH FULL PERSONAL AND CORPORATE RESPONSIBILITY AND
AUTHORITY, UNDER PENALTY OF APPLICABLE PERJURY LAWS, AGREE TO ACT AS PAYER TO PAY
THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT WITH AN IRREVOCABLE CORPORATE
PAYMENT ORDER WHICH IS AN INTEGRAL PART OF ABOVE CODED AGREEMENT IN THE TOTAL
AMOUNT OF THREE PERCENT (3.00%) OF THE TOTAL FACE VALUE OF THE BANK INSTRUMENT.
TOTAL TWO PERCENT (2.00%) COMMISSION FEES, ONE PERCENT (1.00%) FOR THE PARTY A SIDE AND ONE PERCENT
(1.00%) FOR THE PARTY B SIDE, WHICH SHALL BE PAID INTO THE BELOW BANK ACCOUNT/S OF BOTH PARTIES’
BENEFICIRIES FOR DISTRIBUTION AND WHICH SHALL INCLUDE ALL ROLLS AND EXTENSIONS.

PROVIDER’S SIDE:
TOTAL ONE POINT FIVE PERCENT (1.50%) OF TOTAL CONTRACT VALUE WITH ROLLS,
EXTENSIONS, ADDITIONS & NEW CONTRACTS WILL BE PAID TO THE FOLLOWING PAYMASTERS:
(CLOSED)

THIS AGREEMENT/IRREVOCABLE CORPORATE PAYMENT ORDER AND THE PAYMENT OF COMMISSIONS HEREIN ARE SUBJECT TO
THE INTERNATIONAL CHAMBER OF COMMERCE “ICC” AND THE ICC ARBITRATION ACT AS ADOPTED BY THE ICC OFFICE IN HONG

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KONG, BY THREE ARBITRARY APPOINTEES IN ACCORDANCE WITH ICC RULES. ALL NC/ND CLAUSES AS PRESCRIBED BY ICC RULES
(LATEST EDITION) SHALL APPLY TO THIS AGREEMENT AND PAYMENT ORDER.

THIS AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER IS IRREVOCABLE, DIVISIBLE, AND UNCONDITIONAL, AND MAY
BE ASSIGNED ONLY BY THE BENEFICIARIES NAMED HEREIN. THIS AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER
MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH ONE SHALL BE DEEMED AN ORIGINAL AND ALL TOGETHER SHALL
CONSTITUTE ONE AND THE SAME DOCUMENT.

A SIGNED FAX OR ELECTRONICALLY TRANSMITTED COPY OF THIS DOCUMENT SHALL BE DEEMED BINDING ON THE “PARTIES” WITH
THE FORCE AS THE SIGNED ORIGINAL. THE AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER IS VALID WHEN
COMMENCEMENT OF THE ABOVE-REFERENCED TRANSACTION TAKES PLACE AND SHALL REMAIN VALID AND ENFORCEABLE FOR
THE FULL TERMS OF THE TRANSACTION, INCLUDING ANY NEW AGREEMENT BETWEEN THE PARTIES AND/OR THEIR ASSIGNS.
BENEFICIARIES RESERVE RIGHT TO CHANGE BANK COORDINATES STATED HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST
TO THE PARTY B/PAYER. UPON EXECUTION OF THE AGREEMENT AND THE FINAL AGREEMENT AND PRIOR TO, OR SIMULTANEOUSLY
WITH THE FIRST TRANSACTION, WE GUARANTEE THAT THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT &
IRREVOCABLE CORPORATE PAYMENT ORDER WILL BE LODGED WITH THE PARTY B/PAYER’S BANK.

THE PARTY B/PAYER’S BANK SHALL PROVIDE THE BENEFICIARIES, BY E-MAILS WITH COPIES OF THE SWIFT RELATED TO ALL
PAYMENT INSTRUCTIONS UPON THE CLOSING OF EACH AND EVERY TRANSACTION OF THE ABOVE TRANSACTION.

THE PARTY B/PAYER’S PAYING BANK DETAILS:

IN THE EVENT THAT THE TRANSACTION WAS NOT PERFORMED OR ONLY PERFORMED IN PART, THE PAYMASTERS / BENEFICIARIES
LISTED ABOVE SHALL NOT HOLD THE UNDERSIGNED PAYER RESPONSIBLE FOR ANY EXPENSES, CHARGES AND/OR COST, OR HOLD
THE PAYER LIABLE FOR ANY CIVIL AND CRIMINAL ACTIONS. THE UNPERFORMED PART OF THIS IRREVOCABLE MASTER FEE
PROTECTION AGREEMENT WILL THEREFORE AUTOMATICALLY BECOME NULL AND VOID.

IT IS UNDERSTOOD THAT ALL PARTIES HEREIN INVOLVED ARE CONSIDERED TO BE BOUND BY INTERNATIONAL STANDARD OF NON-CIRCUMVENTION/NON-
DISCLOSURE AS GOVERNED BY THE INTERNATIONAL CHAMBER OF COMMERCE, AND IF SUBJECT TO LITIGATION, TO THE LAWS OF THE INVOLVED COUNTRIES.

PARTIES TO THIS AGREEMENT ARE INDEPENDENT CONTRACTORS AND ALL CONTEMPLATED PAYMENTS AND/OR DISTRIBUTIONS HEREUNDER ARE DIVIDED
INTERESTS. ALL TAXES, FEDERAL, STATE OR OTHER, ARE THE INDEPENDENT RESPONSIBILITY OF EACH OF THE PARTIES HERETO. REPORTING OF INCOME AND
THE PAYMENT OF ANY RELATED TAXES IS THE SOLE RESPONSIBILITY OF THE PARTIES INDIVIDUALLY.

THIS AGREEMENT WILL BECOME AN INTEGRAL PART AND INCLUDED WITHIN THE PURCHASE AGREEMENT/LETTER OF INTENT/TRANSACTION CONTRACT
IDENTIFIED WITH TRANSACTION CODE: XXXXXXXXXXXXX, SELLER’S CODE: XXXXXXXXXXXXX, AND BUYER’S CODE: XXXXXXX AS SOON AS THE
CONTRACT BECOMES VALID AND SIGNED. IF NO TRANSACTION IS COMPLETED UNDER THE AFORESAID TRANSACTION, SELLER, AND BUYER CODES
COLLECTIVELY, THEN NO OBLIGATION TO THE BENEFICIARIES/CONSULTANTS AND ANY OTHER PARTIES UNDER THIS AGREEMENT IS ESTABLISHED.

THE RECEIPT OF THIS DOCUMENT CONSTITUTES ACKNOWLEDGEMENT ON THE PART OF RECIPIENTS HEREOF THAT THE TRANSACTIONS HEREIN ARE NOT TO BE
IN VIOLATION OF EXISTING REGULATIONS AND LAWS AND ALL PARTIES HEREIN ARE BOUND TO OBEY AND BE IN COMPLIANCE WITH ALL REGULATIONS AND
LAWS AS RELATED TO THE TRANSACTIONS HEREIN.

THE SIGNATORY HEREOF AVERS AND CONFIRMS THAT HE HAS THE POWER AND AUTHORITY TO EXECUTE THIS IRREVOCABLE FEE AGREEMENT AND PAY
ORDER.

WE AGREE TO THE ABOVE IRREVOCABLE FEE PROTECTION AGREEMENT IN ITS ENTIRETY

CONFIRMED AND SIGNED ON DAY Tuesday, November 05, 2024,

FOR AND ON BEHALF OF RECEIVER/PAYOR:
XXXXXXXXXXXXXXXXXXXXXXXXXX

______________________________________________________________________
NAME : DATOK JOSEPH WONG
TITLE : CHIEF EXECUTIVE OFFICER
NATIONALITY : MALAYSIAN
PASSPORT : A5641S745
ISSUE DATE : 27-10-2022
EXPIRY DATE : 27-10-2027

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 9 OF 18

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COMPANY PROFILE: DESCRIBE THE NATURE OF THE BUYING ENTITY, OWNERSHIP, DIRECTORS, COMPANY OBJECTIVES IN THE SPACE
BELOW.

I, ............................, HEREBY SWEAR, UNDER PENALTY OF PERJURY, THE INFORMATION GIVEN ABOVE IS ACCURATE AND TRUE.
THIS CLIENT INFORMATION SHEET CREATED AND SIGNED ON Tuesday, November 05, 2024
FOR AND ON BEHALF OF:

AFFIRMATION:
I HEREBY SWEAR UNDER THE FULL PENALTY OF PERJURY, THAT THE INFORMATION PROVIDED HEREIN IS BOTH TRUE AND
ACCURATE. I AM IN CONTROL OF THE ASSETS STATED ABOVE, AND HAVE SIGNATORY AUTHORITY ON THE AFOREMENTIONED BANK
ACCOUNT AND HAVE FULL AUTHORITY TO EXECUTE ALL CONTRACTS AND AGREEMENTS RELATING TO PLEADING THE ASSETS FOR
A LOAN. THE FUNDS ARE IN FULL COMPLIANCE WITH THE ANTI-MONEY LAUNDERING POLICIES SET FORTH BY THE FINANCIAL
ACTION TASK FORCE (FATF) 6/01.

DECLARATION:

I, MR. XXXX, HEREBY SWEAR UNDER PENALTY OF PERJURY, THAT THE INFORMATION PROVIDED IS BOTH TRUE AND
ACCURATE. I AM THE SIGNATORY ON THE AFOREMENTIONED BANK ACCOUNT. ALL MONIES ENGAGED IN THIS TRANSACTION
ARE DERIVED FROM NON-CRIMINAL ORIGIN; AND, ARE GOOD, CLEAN AND CLEARED. THE ORIGIN OF FUNDS ARE IN
COMPLIANCE WITH ANTI-MONEY-LAUNDERING POLICIES AS SET FORTH BY THE FINANCIAL ACTION TASK FORCE (FATF)
6/01

AGREED AND SIGN THIS Tuesday, November 05, 2024

FOR AND ON BEHALF OF BENEFICIARY/RECEIVER

___________________________________________________________________
NAME : DATOK JOSEPH WONG
TITLE : CHIEF EXECUTIVE OFFICER
NATIONALITY : MALAYSIAN
PASSPORT : A5641S745
ISSUE DATE : 27-10-2022
EXPIRY DATE : 27-10-2027
ISSUE PALCE : MALAYSIA

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 10 OF 18

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PROVIDER PASSPORT COPY

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 11 OF 18

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PROVIDER CERTIFICATE OF INCORPORATION

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 12 OF 18

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RESOLUTION OF THE BOARD OF DIRECTORS

I, MR. XXXXXX, AS CEO AND AUTHORIZED SIGNATORY OF XXXXXXX CO., LTD, DO HEREBY CONFIRM THAT I HAVE REQUESTED
OF YOU AND YOUR ORGANIZATION, SPECIFIC CONFIDENTIAL INFORMATION AND DOCUMENTATION ON BEHALF OF US
REGARDING CURRENTLY AVAILABLE PROJECT FUNDING TO SERVE ONLY OUR INTEREST, EDUCATION, AND NOT FOR
FURTHER DISTRIBUTION.

A QUORUM OF DIRECTORS OF ................................................. (HEREINAFTER CALLED THE "COMPANY") WITH ITS ADDRESS
AT .......................................... ATTENDED IN PERSON OR BY TELEPHONE/VIDEO CONFERENCE A BOARD OF DIRECTORS MEETING
WHICH WAS DULY NOTICED AND HELD ON ............... A DETAILED DISCUSSION REGARDING VARIOUS ISSUES AND ASPECTS OF
THIS TRANSACTION WAS HELD TO THE FULL SATISFACTION OF THE BOARD MEMBERS AND THE FOLLOWING RESOLUTIONS
WERE UNANIMOUSLY ADOPTED:

RESOLUTION:
IT IS RESOLVED THAT .................................................................. AS COMPANY’S OFFICE IN ...................................................................... AND
AUTHORIZED REPRESENTATIVE/SIGNATORY OF THE COMPANY, TO ENTER INTO THIS TRANSACTION INVOLVING THE
ASSIGNMENT OF BANK DEBENTURES AND OTHER BANK INSTRUMENTS.

RESOLUTION:
IT IS RESOLVED THAT ......................................... AS (DIRECTOR) AND AUTHORIZED SIGNATORY OF THE COMPANY, TO ARRANGE
THE LEASING OF BANK INSTRUMENTS, IN THE AMOUNT OF EURO ONE HUNDREED MILLION (100,000,000.00).

RESOLUTION:
IT IS RESOLVED THAT ......................................, AS PRESIDENT AND AUTHORIZED SIGNATORY OF ...................................... BE ASSIGNED
FULL AUTHORITY TO INSTRUCT, ARRANGE, MONITOR, EXECUTE, MANAGE AND SIGN ALL PAPERWORK, AGREEMENTS,
CONTRACTS AND ALL DOCUMENTATION AS MAY BE NECESSARY WITH THIRD PARTIES, PERTINENT TO THIS TRANSACTIONS
INVOLVING THE LEASING OF BANK INSTRUMENTS.

RESOLUTION:
IT IS FURTHER RESOLVED AT THIS MEETING OF THE BOARD OF DIRECTORS THAT.................................................., IS HEREBY
AUTHORIZED TO PAY/DISTRIBUTE ON BEHALF OF ............................................................... ANY AND ALL TRANSACTION RELATED FEES
AND ENTITLEMENTS TO ANY BANKS, TRADING ENTITIES, PROGRAM MANAGERS, FACILITATORS, LAWYERS AND OTHER
INVOLVED PERSONS AND COMPANIES OF HIS CHOICE, AS HE MAY DEEM APPROPRIATE AND AT HIS ABSOLUTE DISCRETION,
ON BEHALF OF ....................................................................., COMPANY.

RESOLUTION:
THAT .......................................................... AS THE (DIRECTOR, CEO, ) OF THE COMPANY, IS HEREBY AUTHORIZED TO CERTIFY THAT
THE FOREGOING RESOLUTIONS AND PROVISIONS THEREOF ARE IN CONFORMITY WITH THE CHARTER, BYLAWS AND
ARTICLES OF INCORPORATION OF THE COMPANY, AND THAT THE FOREGOING RESOLUTION AND THE AUTHORITY THEREBY
CONVEYED SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE PURPOSES SET FORTH HEREIN ARE ACCOMPLISHED.

IT IS FURTHER CERTIFIED THAT THE FOREGOING RESOLUTIONS HAVE NEVER BEEN MODIFIED OR AMENDED AND ARE NOW
IN FULL FORCE AND EFFECT. THE ABOVE NAMED REPRESENTATIVE OF THE COMPANY HAS BEEN DULY ELECTED AND
APPOINTED TO HOLD OFFICE, THE REPRESENTATIVE IS PRESENTLY HOLDING OFFICE, AND IS EMPOWERED TO ACT FOR AND
ON BEHALF OF THE COMPANY. THIS FAX OR EMAIL COPY OF THE BOARD RESOLUTION SHALL BE OF EQUAL VALUE AND
EFFECT TO THE ORIGINAL, AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES, EVERYWHERE.

THE ABOVE MOTIONS AND RESOLUTIONS WERE DULY MADE, SECONDED AND UNANIMOUSLY PASSED AND CARRIED OUT AT
THE COMPLETION OF THIS MEETING.

IN WITNESS WHEREOF, I HAVE HEREUNTO SET OUR HAND AND SEAL OF THE COMPANY IN OUR OWN FREE WILL AND ACT, IN
CERTIFICATION OF THE ABOVE RESOLUTIONS AND PROVISIONS ON THIS......................... .

FOR AND ON BEHALF OF THE COMPANY.............................................

OR

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 13 OF 18

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ALL OF THE DIRECTORS OF XXXXXXXXXXXXXXXXXXX. BELOW LISTED WERE IN ATTENDANCE, IN PERSON OR BY

TELEPHONE CONFERENCE. GENERAL DISCUSSION WAS THEN HELD CONCERNING THE ISSUE, AND ALL ASPECTS OF
THE SAME, WERE FULLY EXPLAINED IN DETAIL TO THE SATISFACTION OF THE BOARD MEMBERS.

DIRECTOR NAME/TITLE:
PASSPORT NO.
DIRECTOR NAME/TITLE:
PASSPORT NO.

THE BOARD OF DIRECTORS OF XXXXXXXXXXXXXX AN INTERNATIONAL BUSINESS COMPANY INCORPORATED ON

XXXXXXXXXXX IN XXXXXXXXXXXX, WITH REGISTERED OFFICES A XXXXXXXXXXXXXXXXXX IN A MEETING HELD ON THIS
DAY XXXXXXXXXXXXXXXXX, ADOPTED THE FOLLOWING RESOLUTIONS.

RESOLUTION 1:
IT IS RESOLVED THAT THE BOARD OF DIRECTORS OF XXXXXXXXXXXXXXXXXXXXXX HEREBY APPOINTS AND
AUTHORIZES ITS XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX WITH PASSPORT NUMBER
XXXXXXXXXXXXXXXXXXXXX ISSUED ON, AS OUR MANAGING MEMBER TO ACT WITH FULL AUTHORITY ON OUR
BEHALF, STAY AND NAME, TO INSTRUCT, NEGOTIATE, ARRANGE, MONITOR, EXECUTE, MANAGE AND SIGN ANY AND
ALL AGREEMENTS AND/OR NECESSARY CONTRACTS WITH THIRD PARTIES PERTINENT TO ALL FINANCIAL
TRANSACTIONS WITH BANK INSTRUMENTS (SECURITIES/DERIVATIVES)

RESOLUTION 2:
IT IS RESOLVED THAT AT THIS MEETING OF THE BOARD OF DIRECTORS THAT OUR MANAGING MEMBER AND IN FACT
XXXXXXXX ACTS AS XXXXXXXXXXXXXXXXXXXX WITH REGARDS TO THE AFORESAID FINANCIAL INVESTMENT.

RESOLUTION 3:
IT IS RESOLVED THAT XXXXXXXXXXXX IS HEREBY AUTHORIZED TO ACT AS OUR FINANCIAL DIRECTOR FOR THE
AFORESAID PURPOSE.

RESOLUTION 4:
IT IS RESOLVED THE BOARD OF DIRECTORS OF XXXXXXXXXXXXXXXX.HEREBY AUTHORIZED XXXXXXXXXXXX TO
ASSUME ALL AUTHORITY, POWERS, DUTIES, SIGNATORY RIGHTS AND RESPONSIBILITIES ON OUR BEHALF.

I, XXXXXXXXXXXXXXX, HEREBY SWEAR UNDER PENALTY OF PERJURY, THAT THE INFORMATION PROVIDED HEREIN IS
ACCURATE AND TRUE AS OF THIS DATE:

CONFIRMED AND SIGNED ON DAY Tuesday, November 05, 2024

FOR AND ON BEHALF OF BENEFICIARY/RECEIVER:

_________________________________________________________________ ______________________________________________________________
NAME : MR NAME :
TITLE : PRESIDENT TITLE : SECRETARY
NATIONALITY : NATIONALITY:
PASSPORT : PASSPORT :
ISSUE DATE : ISSUE DATE :
EXPIRY DATE : EXPIRY DATE :

SECRETARY PASSPORT COPY:

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 14 OF 18

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CONDITIONS:

CONDITIONS:

THIS AGREEMENT IS A FULL RECOURSE COMMERCIAL COMMITMENT GOVERNED BY THE LAWS OF THE
JURISDICTIONS IN WHICH BOTH/ALL THE PARTIES RESIDE AND STANDARDS UNDER ICC REGULATIONS.

THE FORCE MAJEURE EXCEPTION CLAUSE OF THE INTERNATIONAL CHAMBER OF COMMERCE (I.C.C. PUBLICATION
#421) AND NON-CIRCUNVENTION AND NON-ELUSION & WORKING AGREEMENT, IS HEREBY INCORPORATED IN AND
MADE AN INTEGRAL PART OF THIS DOCUMENT.

ALL THE PARTIES HEREBY AFFIRM AND ATTEST THAT EACH HAS THE AUTHORITY TO ACCEPT AND EXECUTE THIS
FULL LEGAL CONTRACT AND TO BE BOUND BY ITS TERMS AND CONDITION.

THIS TRANSACTION CONSTITUTES BG CREDIT FACILITY OF A BANK INSTRUMENT, CONDUCTED BETWEEN TWO (2)
PRINCIPAL ENTITIES TO BE DEFINED BY CONTRACT AND AS SUCH, IS NOT INTENDED TO BE NOR SHALL BE
INTERPRETED AS A SECURITIES TRANSACTION AS DEFINED BY THE U.S. SECURITIES ACT OF 1933/1934 OR AS
AMENDED BY LAW OR ANY OTHER NATION.

BY SIGNING THIS LOI, ALL THE PARTIES, BG ISSUER BANK, BUYER BANK, BUYER AND SELLER AGREE UNDER THE
LAWS AND TRADING GUIDELINES SET FORTH BY THE ICC THAT THEY ARE READY WILLING AND ABLE TO
COMPLETE THIS TRANSACTION UNDER THE TERMS AND CONDITIONS STATED WITHIN THIS LETTER OF INTENT.

SIGNED THIS DATE Tuesday, November 05, 2024

CONFIRMED AND SIGNED ON Tuesday, November 05, 2024

FOR AND ON BEHALF OF BENEFICIARY/RECEIVER:

______________________________________________________________________
NAME : MR.
TITLE :
NATIONALITY :
PASSPORT :
ISSUE DATE :
EXPIRY DATE :

PROVIDER’S INITIALS: RECEIVER’S INITIALS: PAGE 15 OF 18

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STATEMENT OF NON-SOLICITATION OF FUNDS

DATE:Tuesday, November 05, 2024

I, MR. XXXXXX, AS CEO AND AUTHORIZED SIGNATORY OF CO., LTD, DO HEREBY CONFIRM THAT I HAVE REQUESTED OF
YOU AND YOUR ORGANIZATION, SPECIFIC CONFIDENTIAL INFORMATION AND DOCUMENTATION ON BEHALF OF US
REGARDING CURRENTLY AVAILABLE PROJECT FUNDING 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 HEREBY REPRESENT THAT I AM NOT AN INFORMANT, NOR AM I ASSOCIATED WITH ANY GOVERNMENT AGENCY OF THE
UNITED STATES OF AMERICA, OR ANY OTHER COUNTRY, SUCH AS THE SECRET SERVICE, INTERNAL REVENUE SERVICE,
FEDERAL BUREAU OF INVESTIGATION, CENTRAL INTELLIGENCE AGENCY, SECURITIES AND EXCHANGE COMMISSION, BANKING
COMMISSION, NOR ANY AGENCY WHOSE PURPOSE IS TO GATHER INFORMATION REGARDING SUCH OFFERINGS.
I UNDERSTAND FROM YOU 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.
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 / E-MAIL TRANSMISSION OF THIS DOCUMENT SHALL BE CONSIDERED A BINDING AND
ENFORCEABLE INSTRUMENT, TREATED AS ORIGINAL COPY. ORIGINAL MAY BE OBTAINED UPON REQUEST.

CONFIRMED AND SIGNED ON Tuesday, November 05, 2024

FOR AND ON BEHALF OF BENEFICIARY/RECEIVER:

______________________________________________________________________
NAME : DATOK JOSEPH WONG
TITLE : CHIEF EXECUTIVE OFFICER
NATIONALITY : MALAYSIAN
PASSPORT : A5641S745
ISSUE DATE : 27-10-2022
EXPIRY DATE : 27-10-2027

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NON-CIRCUMVENTION AND NON-DISCLOSURE

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.
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 AND THE 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

AGREED AND SIGNED THIS DAYDAY Tuesday, November 05, 2024

FOR AND ON BEHALF OF BENEFICIARY/RECEIVER:

______________________________________________

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ELECTRONIC DOCUMENT TRANSMISSIONS

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY
PROVISIONS OF THIS CONTRACT. AS APPLICABLE, THIS AGREEMENT SHALL BE:-

INCORPORATE U.S. PUBLIC LAW 106-229, ‘‘ELECTRONIC SIGNATURES IN GLOBAL & NATIONAL COMMERCE ACT’’ OR
SUCH OTHER APPLICABLE LAW CONFORMING TO THE UNCITRAL MODEL LAW ON ELECTRONIC SIGNATURES (2001)

ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED NATIONS
CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).

EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC, AS APPLICABLE.
EITHER PARTY MAY REQUEST HARD COPY OF ANY DOCUMENT THAT HAS BEEN PREVIOUSLY TRANSMITTED BY
ELECTRONIC MEANS PROVIDED HOWEVER, THAT ANY SUCH REQUEST SHALL IN NO MANNER DELAY THE PARTIES
FROM PERFORMING THEIR RESPECTIVE OBLIGATIONS AND DUTIES UNDER EDT INSTRUMENTS.

>>>>>>>>>>>XXX END OF DOCUMENT XXX<<<<<<<<<

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