SALE AND PURCHASE AGREEMENT

CONTRACT OF BONNY LIGHT CRUDE OIL (BLCO)

This CONTRACT for each delivery each month until the End of the contract is made and
entered into effect this 12h February 2016

CONTRACT No: ABAMBLCO2016

BET
BETWEEN
EEN

COMPANY SEL
SELLER
LER ABAMAG EUROPE V.O.F
LEGAL ADDRESS: Haringvliet 22
CITY/COUNTRY: 7333MT APELDOORN / THE NETHERLANDS
REGISTRATION NUMBER 62790374
BUYER CODE ABAMEURO20160
EMAIL : angelino.pena@abamag.co.ao, abp-40@hotmail.com
TELEPHONE : +244 927252972 /+31 6 87 83 90 62
FAX :
REPRESENTED BY : Dr. Angelino Beia PENA
TITLE : Chief Executive Officer (CEO)

► Hereinafter referred to as the « Seller »

AND

COMPANY BUYER
YER
SHENZHEN QIANHAI RUIJIA PETROCHEMICAL
MATRIALS TRADING CO, LTD
LEGAL ADDRESS : N. THREE, No.222, YANAN, QINGDAO
CITY/COUNTRY : QINGDAO CHINA
REGISTRATION NUMBER 4403011091003X
BUYER CODE SHZHYJ20160225
EMAIL: db13387181317@163.com
TELEPHONE: +86 77583205915
FAX:
REPRESENTED BY: WANG HUOBIN
TITLE: CEO

► Hereinafter referred to as the "Buyer"

ARTICLE 1: PRODUCT:
1.1 Bonny Light Crude Oil (BLCO) of Nigerian Origin as per the specifications in Article 3.

ARTICLE 2: QUANTITY:

2.1 Four (4) million barrels per month with the possibility of rollovers and/or extensions
for a period of 1 years (12) months contract period after a spot delivery of 4 million.

2.2 TERMS OF THE CONTRACT:

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Delivery on acceptance of procedures as per Article 24. The quantity of crude oil sold under
this contract shall be determined by ASTM measurement of farm tanks before and after
loading by the relevant agents such as SAYBOLT or equivalent and shall compute the net
quantity and quality per shipment.

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ARTICLE 3: QUALITY:

Conforming to Nigerian National Petroleum Corporation (NNPC) export standard grade as

listed below and as confirmed in the independent Q&Q reports issued as per Article 9:

Specification:
SPECIFIC GRAVITY 08398
API 36.7 Minimum
WATER CONTENT 0.2% VOL
RSW 0.6% VOL
POUR POINT BELOW 400 DEGREE “F”
SALTLb, 1,000 BBI 12
TOTAL SULFUR, wt% 0.12 to 0.14%
REID VAPOUR PRESSURE 6.52 PSIG
CARBON RESIDUE wt% 1.0
V/NI, PPM WT: 2/3
Vis cst@37.80C 3.47
YEILD C1 - C4, wt% 2.10

ARTICLE 4: DELIVERY/DESTINATION.

4.1 The terms of the delivery for this agreement shall be on a CIF inside customs out-turn
barrels basis X-Tanks buyer's destination port. Any terms not covered by this agreement
shall be covered by INCOTERMS 2000 for CIF Contracts. Delivery shall be accomplished
in a vessel of two or four million barrels per delivery, double-hull certified vessel.

4.2 The parties also hereby agree that the Seller shall notify the buyer with the entire
necessary vessel’s information that will enable the Buyer to confirm after programming for
loading in a timely manner by keeping contact with the vessel and knowing its exact ETA.

4.3 The Seller will pay the total inspection fees at the loading port and the Buyer will pay
the total inspection fees and other incidental costs at the discharge port.

4.4 Destination China`s port.

ARTICLE 5: TIME PERIOD:

5.1 The duration of this contract is as follows: 12 months after a spot delivery.
5.2 Upon issuance of the financial instrument loading will be programmed, a Laycan
Date notified and Loading Window given to the buyer in accordance with NNPC
loading procedures within 7 banking days.

5.3 The time period for the conclusion of each supply shall terminate upon unloading at
the destination port.

ARTICLE 6: SHIPMENTS:

6.1 Seller shall deliver to the buyer’s destination port shipments that will total 4 (four)
Million barrels per month plus or minus 10 (ten) percent.

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ARTICLE 7: PRICE:

7.1 The price shall be the three day average of (DTD) Brent as stated in the Platt’s Oil gram
Market Report based on the day before, the day of and the day after discharge.

7.2. Discount: US$4.50 per barrel delivered at the buyer’s nominated discharge port.

ARTICLE 8: PAYMENTS:

8.1 Payment shall be made by SBLC via MT760 in accordance with terms and conditions of
this Agreement upon presentation of the complete set of documents made out in favor of
the buyer at the counter of the buyer’s bank, (with copies transmitted by facsimile to buyer)
following delivery and receipt thereof, and after certificate by SAYBOLT or equivalent as to
quantity and quality as per each shipment. The instrument shall remain operative for one
year and one day.

8.2 Seller’s signed commercial invoice evidence price or quantity in accordance with the
contractual terms in one original plus three copies.

8.3 Full set of clean on board Bill of Lading “Freight Prepaid” and signed by the vessel
Master and made out or endorsed to the buyer evidencing two (2) or four (4) million +/-
5% barrels per shipment of Bonny Light Crude Oil from port of loading to the destination
port plus three copies.

8.4 Certificate of Title in one original plus three copies.

8.5 Certificate of Origin issued by NNPC.

8.6 Certificate of Quantity and Quality by Inspection Company one original plus three
copies.

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

8.8 Cargo manifests one original plus three copies.

8.9 Tanker Ullage reports in one original plus three copies.

9.0 Authority to Sale.

ARTICLE 9: INSPECTIONS:

9.1 To be conducted by SAYBOLT or equivalent. Inspection at out-turn to be used to

determine invoice of quantity of product. Seller shall pay for inspection at loading port and
buyer pays for inspection at discharge port.

ARTICLE 10: COUNTERPARTS:

10.1 This agreement may be signed in counterparts and when signed by all the parities
hereto shall be binding. The parties shall sign all pages of this agreement.

ARTICLE 11: OCEAN FREIGHT:

11.1 The seller shall bear all freight risks until title is passed to buyer.

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ARTICLE 12: LEVIES, TAXES AND DUTIES:

12.1 The duties, taxes and other direct expenditures levied in relation to the crude oil
importation into the buyer’s destination port are for the account of the buyer. Seller shall
bear all such expenses at the port of loading.

ARTICLE 13: CONFIDENTIALITY:

13.1 The parties agreed and understood that the entire operations under this contract are
strictly confidential. Consequently no part of this contract should be made known to third
parties, except contract related service suppliers (i.e. surveyor, shipper, ship, brokers or
customs agents.) that shall receive information strictly related to their task. The duty of
confidentiality shall remain even after the expiration of the contract.

ARTICLE 14: LAYTIME:

14.1 Time allowed for discharge: The time allowed for discharge of the vessel shall be 36
running hours. Lay-time shall be up to run six (6) hours following N.O.R when the vessel is
fast at berth or whichever occurs first after notice has been tendered by the Master of the
vessel except on Sundays and holidays.

14.2 Discharge shall be deemed to have been completed upon disconnection of hoses at the
port of discharge. Certificate as to quantity and quality after inspection shall be completed
within twelve (12) hours from the time of inspection.

ARTICLE 15: STAND-BY TUG BOAT:

15.1 It is the buyer’s obligation to provide tug boat(s) at its cost during the time the ship is
berthed at the apex’s sea berth at unloading.

15.2 All relevant expenses (i.e. Pilot-age, towage, launching tugs and stand - by tug boats,
agency, quay dues, port workers dues, any other expenses due, such as taxes, relevant to
vessel and or cargo, etc.) are for the buyer’s account, at the discharge port.

15.3 All relevant expenses and obligation at the loading port including those expenses
incurred to facilitate and accommodate the vessel as per export duties, customs, etc are for
the account of the seller.

ARTICLE16: DEMURRAGE:

As per charter party terms and conditions, charter party will allow minimum of 36 (thirty
six) hours “shinc” 6 (six) hours “NOR” for discharge at destination. In any event lay time
shall not commence until composite cargo samples are taken by the independent
inspectors at discharge port and analyzed. Demurrage shall be calculated at the market
rate for the size of the vessel used.

ARTICLE 17: APPLICABLE LAW:

This agreement shall be governed by the English law. Further the parties agree that the
arbitration proceeding shall be conducted in English. The arbitration decision per
International Chamber of Commerce shall be accepted as final and binding and venue for
the arbitration shall be London in United Kingdom.

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ARTICLE 18: TITLE AND RISK:

Title of each cargo and risk of loss of the crude oil shall pass from the seller to the buyer
when the cargo passes the flange connection between seller’s tanker and buyer’s discharge
facilities. All loses; damages or risks thereafter shall be the buyer’s responsibility.

ARTICLE 19: FORCE MAJEURE:

Neither party shall be liable for any delay in fulfillment of or failure to fulfill its obligations
under this contract for any losses, accident, breakdown of plants, force majeure, war,
invasion, riot, rebellion, civil commotion, insurrection or judgment order junction of any
court granted in any legal proceedings, interference by labour strikes, lockouts or act of
God.

ARTICLE 20: EXTENSIONS:

This agreement may be extended by mutual agreement in writing to cover additional

supplies of the crude oil for quantity and duration to be acceptable to all parties. Any
additional supply agreement is to be agreed between the parties prior to 30 days before the
termination of this agreement.

ARTICLE21: ASSIGNMENT:

Buyer may at any time assign this contract or its total or partial performance hereof to any
other affiliate company which shall assume the obligations of the buyer under the terms of
this agreement. Formal notice of the assignment shall be given to the seller expressly
indicating thereon the assignee’s full details.

ARTICLE 22: AGREEMENT AND FAX DOCUMENTS:

This agreement with all amendments, its obligations and covenants herein shall bind the
parties hereto and warrant their respective rights and authority in executing it. Faxed or
emailed copies of signed documents shall be considered as if they were original documents
until such time as the copies are or maybe requested and delivered.

ARTICLE23: PROCEDURE:

DIP AND PAY

Buyer sends ICPO with bank details and BLC + company profile to Seller.

Seller issues draft contract with commercial invoice to buyer, buyer sign and return to seller for
final endorsement. NCNDA is signed and endorsed by all parties involved.

Sellers issues to buyer, (a) commitment letter to supply, (b) certificate of conformity of product (c)
certificate of incorporation (d) product passport Q&Q (Dip Test result SGS standard).

Buyer issues to Sellers SBLC VIA MT 760 for guarantee the operation with security.

Within two (2) working days of receiving commitment letter to supply and the above listed partial
pop documents, buyer provides for seller their valid and verifiable tank storage agreement (TSA)
and tank storage receipt (TSR) and tank clearance, with the seller noted on the tank availability to
pump into.

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Sellers verify Buyers farm details provided and issues DTA - Dip Test authorization, fuel injection
report of Transnet, tank receipt, and SGS report of the product.

Upon confirmation of act of transfer in buyer’s name, seller issues to the buyers, title of ownership
certificate to be followed by all export documentation, buyer conduct dip test and lifting
commence and buyer release payment by MT103 TT wire transfer to the seller nominated account.
Seller release payment at the same day to all intermediaries involved as per signed
NCNDA/IMFPA.

FULL CONTRAT

23.1 Seller receives Letter of Intent from buyer and issues Sales and Purchase Agreement
(Contract) to buyer. Buyers upon agreement meet up with seller to sign the contract. The
electronically transmitted documents shall be legal and binding.

23.2 Seller’s bank issues non operative 2% PB, after Buyer’s bank issues SBLC VIA MT-760 to
activate this bank instrument.

23.3 Seller arrange for a vessel to be nominated and registered with the terminal for
loading in the name of the buyer. The terminal will forward Laycan together with a
Loading Window to buyer. A vessel or vessels already loaded could be secured and made
available for immediate shipment.

23.4 The vessel is loaded, inspected (Q&Q) and security cleared with Nigerian National
Waters Authority. All shipping documents issued are forwarded to the buyer within seven
days of receipt of instrument.

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23.5 The vessel captain send NOR and ETA and sails to the Port of Discharge.

23.6 Shipping/Cargo documents will include all the documents as set out below.

23.7 Upon arrival at the Port of Discharge, the buyer makes arrangements for the
inspection of the cargo (Q&Q). Upon arrival at the waters of the destination port, vessel
captain issues ATB to buyer for their inspectors to board the vessel at buyer’s expense.
Inspection report shall be made available to the buyer and seller.

23.8 Upon satisfactory results the cargo is discharged into buyer’s storage and payment
is made via MT103 based on the out-turned barrels.

24. PAYMENT PROCEDURE:

24.1 Buyer releases payment to seller by MT103 / TT upon the receipt of the all shipping
documents and confirmation of the CIQ for Q&Q inspection at the unloading port.

24.2 Each payment shall be by SWIFT MT103 and shall cover the amount in US dollars
corresponding for each cargo delivery of volume of barrels of Bonny Light Crude Oil.
Payment shall be made within a maximum of three (3) banking days after the documents
have been presented at buyer’s bank counters. Each party can change its banking
coordinates upon a written notice to the other party.

Each payment is made by SWIFT on a cargo-by-cargo basis until completion of the present
contract. Payment by SWIFT MT103 shall be issued by a top rated bank in favor of the
supplier and be made payable against the presentation of the following documents in
conformity with the credit terms and conditions. The documents are the following:

1. Clean Bill of Lading.

2. Certificate of Title.

3. Certificate of Origin issued by NNPC.

4. Saybolt Certificate of Quantity and Quality.

5. Master’s receipt for samples taken on board.

6. Master’s receipt for documents.

7. Cargo manifests.

8. Commercial Invoice

9. Authority to sale (ATS) issued by NNPC.

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25. BANKING REFERENCES

25.1 SELLERBANKINGCOORDINATES

Bank Name ING BANK N.V.

Bank Address AMSTERDAMS POORT-P.O.BOX: 1800 AMSTERDAM The
NETHERLANDS
Swift INGBNL2A
IBAN NL71INGB 0020 0975 30
Account’s Name ABAMAG Europe V.O.F

25.2 BUYERBANKINGCOORDINATES

Bank Name CHINA POST BANK BRANCH IN QINGDAO

Bank Address QINGDAO CITY, 222 YAN’AN ROAD
Account Name SHENZHEN QIANHAI RUIJIA PETROCHEMICAL MATRIALS
TRADING CO, LTD
Swift PSBCCNBJ
Account Number 937023001010000598922
Bank Officer: AN BIN
Bank Telephone +86 53283876596
Telex

SELLER and the BUYER reserves the right to change banking coordinates with an
addendum to reflect the changes.

This Contract is compiled in 1 (one) document containing 10 (Ten) pages, including the
following attachments: Appendix "A", Appendix "B".

The official language of the Contract is English; in case of transactions, the English
language translation shall govern for all purposes. Each party shall execute and deliver to
the other one original instrument.

This Contract electronically signed by the both parties will be considered irrevocably as
Originals.

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 WITNESS WHEREOF; THE PARTIES HERETO SET THEIR HANDS AND ARE WITNESSED
WITH SEALS UPON THIS FULL RECOURSE, COMMERCIAL COMMODITY CONTRACT,
EFFECTIVE AS OF THE 12th DAY OF APRIL 2016.

SIGNED AND SEALED BY SELLER AND BUYER (Electronically

signatures are valid and accepted on this Contract)

SELLER (Seal and Signature) BUYER (Seal and Signature)

Signed by Signed by

Mr. Angelino Beia PENA Mr. WANG HUOBIN

Title: CEO Title: CEO
Passport N°: N1555950 (Angolan) Passport N°:E24507190
As authorised signatory As authorised signatory
For and on behalf of ABAMAG EUROPE V.O.F. For and on behalf of

Wang Huobin

Angelino Beia PENA

Date: 23/03/2016

Date: 23/03/2016

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 Annex A DELIVERY
SCHEDULE
FOR THE FIRST 12 MONTHS

NO MONTH YEAR SHIPMENT QTY TOTAL QTY

1 APR 2016 CIF – HUANGDAO BBLS 4,000,000±5%
2 MAY 2016 CIF – HUANGDAO BBLS 4,000,000±5%
3 JUN 2016 CIF – HUANGDAO BBLS 4,000,000±5%
4 JUL 2016 CIF – HUANGDAO BBLS 4,000,000±5%
5 AUG 2016 CIF – HUANGDAO BBLS 4,000,000±5%
6 SEP 2016 CIF – HUANGDAO BBLS 4,000,000±5%
7 OCT 2016 CIF – HUANGDAO BBLS 4,000,000±5%
8 NOV 2016 CIF – HUANGDAO BBLS 4,000,000±5%
9 DEC 2016 CIF – HUANGDAO BBLS 4,000,000±5%
10 JAN 2016 CIF – HUANGDAO BBLS 4,000,000±5%
11 FEB 2016 CIF – HUANGDAO BBLS 4,000,000±5%
12 MAR 2016 CIF – HUANGDAO BBLS 4,000,000±5%
TOTAL 48,000,000±5%

 The monthly quantity schedule as desired.

 Monthly quantities are flexible (increase or decrease) as long as Buyer provides

sufficient notice to Seller prior to shipping.

 Rolls & Extensions (R&E) to this Master SPA-Contract may be added at any time
during the term of this Contract without changes to the Contract conditions, simply
by way of an Addendum and subject to completion of the first 12-month annual
Contract term.

TO BE MUTUALLY AGREED AND CONFIRMED BY BOTH PARTIES

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 Annex B SBLC
Verbiage

SWIFT MT-760 FROM BUYER’S ISSUING BANK TO SELLER’S BANK

(Text may vary in substance but the essential undertaking must be maintained.)

STAND BY LETTER OF CREDIT NO.:

ISSUING BANK:
ADDRESS:
SWIFT CODE:
ISSUING PLACE:
DATE OF ISSUE:
DATE OF MATURITY:
CURRENCY:
FACE AMOUNT:
APPLICANT:
BENEFICIARY:

FOR VALUE RECEIVED, WE, XXXXXXXXXXXXX., LOCATED AT xxxxxxxxxxxxxxxx –

xxxxxxxxxxxxxxx xxxxxxxx, HEREBY IRREVOCABLY AND UNCONDITIONALLY, WITHOUT
PROTEST AND NOTIFICATION, PROMISE TO PAY AGAINST THIS STAND BY LETTER OF CREDIT TO
THE ORDER OF SOLE BENEFICIARY, XXXXXXXXXXXXXXXX, THE BEARER OR HOLDER
THEREOF, AT MATURITY THE SUM OF $XX,XXX,000.00 (XXXXXXXXXXXXXX Thousand
American Dollars) IN THE LAWFUL CURRENCY OF THE UNITED STATES OF AMERICA, UPON
SURRENDER AND PRESENTATION OF THIS STAND BY LETTER OF CREDIT AT OUR OFFICE
XXXXXXXXXXX LOCATED AT XXXXXXXXXXXXXXXXXXXXXXXXX, BUT NOT LATER THAN
10 (TEN) DAYS AFTER MATURITY DATE.

SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND FREE AND CLEAR OF ANY DEDUCTION
OR CHARGE-FEE, OR HOLD-BACKS OF ANY OTHER NATURE PRESENTLY OR IN THE FUTURE
IMPOSED, LEVIED, COLLECTED, WITHELD OR ASSESSED BY THE GOVERNMENT OF
XXXXXXXXXX ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.

THESOLE BENEFICIARY OF THIS STAND BY LETTER OF CREDIT SHALL BE ABAMAG EUROPA VOF
AND THIS STAND BY LETTER OF CREDIT SHALL BE DIVISIBLE.

THIS STAND BY LETTER OF CREDIT IS SUBJECT TO THE “UNIFORM RULES FOR DEMAND
GUARANTEES – URDG” AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS,
FRANCE, I.C.C. PUBLICATION NO. 758, LATEST REVISION.

THIS STAND BY LETTER OF CREDIT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE

WITH THE LAWS OF FRANCE.

THIS IS AN OPERATIVE INSTRUMENT AND NO FURTHER MAIL CONFIRMATION WILL FOLLOW.

FOR AND ON BEHALF OF

AUTHORIZED BANK OFFICER #1: AUTHORIZED BANK OFFICER #2:

PIN NUMBER #1: PIN NUMBER #2:

END OF CONTRACT

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