The Sale and Purchase Agreement

Contract No: DWIC/GTC SPA 110523S

Dated: AUGUST 14th 2011

THE SALE AND PURCHASE AGREEMENT

BETWEEN

FIRC TRADE (M) SDN BHD

AND

KMA ENERGY

Seller initial Page 1 of 17 Buyer initial

The Sale and Purchase Agreement
Contract No: DWIC/GTC SPA 110523S
Dated: AUGUST 14th 2011

THE SALES AND PURCHASE AGREEMENT

No. : DWIC/GTC SPA 110523S

THIS AGREEMENT is caused to be duly executed and entered into on the AUGUST
14th, 2011, by and between:

FIRC TRADE (M) SDN BHD a company duly established and organized under the
laws of Malaysia, having its registered office at, LOT 19-ACD, Level 5. Persiaran
MPAJ, Jalan Pandan Utama, Pandan Indah 55100, Kuala Lumpur , Malaysia
(hereinafter referred to as “Seller”)

And

KMA ENERGY, a company duly established and organized under the laws Republic
of Indonesia, having its registered office at # 14-10, Wisma Nugra Santana Building,
Jl. Jendral Sudirman Kav. 7-8, Jakarta, Indonesia (hereinafter referred to as
“BUYER”).

SELLER shall hereby agree to sell and deliver coal and conversely, BUYER shall
hereby agree to purchase the commodity from SELLER under the following terms and
conditions:

DEFINITIONS:

In this Agreement, unless otherwise expressly provided, the terms set forth hereunder
shall have the following corresponding meaning:

a. Tonnage calculation in decimal fractions shall be rounded to the nearest digits,

for example : if the decimal fraction is a half or point five or higher, then it shall be
rounded up, and otherwise, if it is less than a half or point five, it shall be rounded
down.

b. Similarly, the calculation which denominates cent fraction shall be rounded to the
nearest currency digits.

c. “ASTM” means the American Society for Testing and Materials and “ISO” which
is International Organization for Standardization.

d. “Bill of Lading” or “BL” means receipt evidence issued by the vessel for the
purpose of coal shipment and it shall serve as Shipping Document.

e. “Coal” means Indonesian Steam Coal (Non Coking and Blended Coal).

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The Sale and Purchase Agreement
Contract No: DWIC/GTC SPA 110523S
Dated: AUGUST 14th 2011

f. “Dollars”, “US Dollars’, “USD”, “US$”, “$”, “CENT”, where used, shall refer to the
lawful and prevailing currency of the United States of America.

g. “ETA” or ESTIMATED TIME OF ARRIVAL means expected or estimated time &

date of arrival of the vessel.

h. “FOBT Vessel” Free On Board and trimmed Mother Vessel as per Incoterms
2000 terms; (i.e. SELLER is responsible until Goods loaded onto the vessel).

i. “Kcal” means Kilocalorie (s) as defined in the “International System of Units”.

j. “Kg” means Kilogram (s) as defined in “International System of Units”.

k. “Laytime” means time allowed to load the cargo on the mother vessel.

l. “mm” means Millimeter as defined in “International System of Units”.

m. “Port of Loading” means the port at which the coal is to be loaded onto the vessel
in Indonesia.

n. “Ton (s), “Tonne (s)”, and “MT” means metric tonne of 1,000 Kgs as defined in
“International System of Units”.

o. “Certificate of Sampling and Analysis” means a certificate of analysis results

certifying the coal analysis issued by SGS at port of loading.

p. “Shipment Sample” means the shipment analysis sample transacted for analysis
purposes.

q. “Business Day'' means any day where the transaction of business activities can
be conducted regularly, excluding Saturday and Sunday and declared as
national holidays and religious holidays.

r. “Weather Working Day” means a day of 24 consecutive hours on which work for
loading coal on board of a vessel may be carried out without loss of time due to
the weather.

s. WIPON : Whether in Port or Not (Chartering)

t. WIBON : Whether in Berth or Not (Shipment Fixture)

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The Sale and Purchase Agreement
Contract No: DWIC/GTC SPA 110523S
Dated: AUGUST 14th 2011

u. WIFPON : Whether in Free Pratique or Not (Maritime)

v. WICCON : Whether in Customs Clearance or Not

w. “IIA” means internationally reputable and mutually accepted Independent

Inspection Agency.

x. SGS means the SGS Indonesia being the independent surveyor that is mutually
agreed by the Parties to carry out the determination of coal quality and the
quantity sold under this Agreement. Unless otherwise agreed by the parties.

y. “Draught Survey“is the survey carried out to determine the cargo weight on board
by measuring the ship's draught.

ARTICLE 1
COMMODITY
Indonesian Steam Coal

ARTICLE 2
QUANTITY & PERIOD OF SHIPMENT
The total quantity will be 30,000 metric tones (+/- 5 %) Seller’s Option. The first
Laycan date is during the period on August 2011or within 30 days after the seller
received the buyer’s DLC.The exact Laycan date shall be mutually agreed.

ARTICLE 3
PRICE
The price shall be US$ 71.70 per metric ton FOB Mother Vessel ( United States
Dollars Seventy One And Seventy Cents Only) at One safe anchorage, Muara
Satui, South Kalimantan Indonesia.

ARTICLE 4
COMMODITY SPECIFICATION AND QUALITY
The quality of coal to be supplied hereunder shall be with the following typical
specifications determined and analyzed as per ASTM standards by the SGS All
percentages used refer to percentages by weight. Quality will be determined pursuant
to:

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The Sale and Purchase Agreement
Contract No: DWIC/GTC SPA 110523S
Dated: AUGUST 14th 2011

N Description Typical Rejection Limit

o
1 Total Moisture (as received basis) 27% >30%
2 Inherent Moisture (air dried basis) 10-15% NA
3 Ash (air dried basis) 15% >17%
4 Volatile Matter (air dried basis) 40% NA
5 Fixed Carbon (air dried basis) By difference NA
6 Total Sulfur (air dried basis) 0.80-1.0% >1.0%
7 Net Calorific Value/NCV (as received 4,500 kcal/kg <4,300 kcal/kg
basis)
8 Hardgrove Grindability Index (HGI) 45 Approx N/A
9 Size 0-50 mm 85% N/A

However Buyer and Seller will seek and endeavor, to the fullest extent, to mutually
resolve any problems which may arise in relation to the quality-related rejection and to
find settlement in amicable ways.

ARTICLE 5
COMMENCEMENT OF EFFECTIVE TERM OF THE AGREEMENT
This Agreement may be executed via facsimile transmission, which shall be deemed
as originals and legally binding. However Parties shall sign the original Agreement
afterwards which wording shall prevail.

ARTICLE 6
TERM OF AGREEMENT
The present Agreement comes into force from the moment of its signing by both
Parties as stated on the first page herein, and shall be valid till the complete fulfilment
by the Parties of all their obligations and undertakings under the present Agreement.

ARTICLE 7
SHIPMENT
7.1. The shipment shall be carried out within 30 (thirty) days after seller receives a
confirmation of the Letter of Credit from buyer. However shipment shall be
completed within August 2011.

7.2. Exact date of laycan for the shipment shall be discussed and mutually agreed by
the parties.

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The Sale and Purchase Agreement
Contract No: DWIC/GTC SPA 110523S
Dated: AUGUST 14th 2011

ARTICLE 8
PRE-SHIPMENT INSPECTION
Buyer reserves the right to carry out a pre-shipment inspection for the coal quality to
be supplied under this Agreement.

ARTICLE 9
PRICE ADJUSTMENT
Price adjustment for Total Moisture, Net Calorific Value, Sulphur and ash contents:

a) Price adjustment for Total Moisture (ARB):

If the actual total moisture at loading port is above 27%, then the invoice weight
shall be adjusted by the following formula:

Invoice Weight = Cert. Weight - Cert. Weight X (certified moisture - 27%)

b) Price adjustment for Sulphur (ADB):

If the actual Sulphur (ADB) result at loading port is above 0.8% on air dried
basis, the buyer shall apply a price adjustment of USD 0.25per metric ton for
each one tenth of one percent (0.10%) up to 1.0%, fractions pro-rata.

c) Net Calorific Value (ARB) Adjustment :

If the actual net calorific value (NCV) falls above or below 4,500 kcal/kg on as
received basis (ARB), the price of the coal shipped under this Agreement shall
be adjusted as follows:

Adjusment Price = FOBT Mother Vessel price x [Actual NCV (ARB)/ 4,500(ARB)
Kcal/Kg]

d) Price Adjusment for ash (ADB)

If the actual Ash Content (ADB) result at loading port is above the 15% on air
dried basis, the buyer shall apply penalty of USD 0.25 per metric ton for each
one percent (1%) above 15% up to 17%, fraction pro-rata.

ARTICLE 10
WEIGHT
10.1. The weight of each Shipment shall be determined by a joint-draught survey
taken by SGS and master of vessel at the Port.

10.2. Seller shall deliver Weight Certificate the SGS which shall be official and final
and binding to both Parties.

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The Sale and Purchase Agreement
Contract No: DWIC/GTC SPA 110523S
Dated: AUGUST 14th 2011

10.3. The costs of weighing (including, without limitation, the costs of the marine
surveyor) shall be for seller's Account.

ARTICLE 11
SAMPLING
All sampling shall be carried out in accordance with ASTM Standards using a
mechanical sampler. The costs of sampling shall be for SELLER's Account.

ARTICLE 12
ANALYSIS
12.1 Quality Sampling & Analysis (the “Quality Inspection”) shall be conducted
according to ASTM standards at the Port of loading by SGS.

12.2 Costs of the above operations shall be borne by the Seller.

12.3 The Buyer shall reserve the right to cause its designated personnel at the
expense of the Buyer to visit (but not affect) the determination of the quality
and quantity carried out by SGS at the Loading Port. In such event, the Seller
shall cooperate with such visit.

12.4. The Seller shall cause Independent Inspection Agency to retain umpire
samples until sixty (60) calendar days after bill of lading date for the purposes
of arbitrage analysis possible in the future.

The results of the Quality Inspection shall be reflected in the Certificates of

Sampling and Analysis and shall be final and binding for both Parties unless
challenged.

The Buyer may challenge the results of the Quality Inspection not later than
forty five (45) days from the date of completion of discharging at the
Discharging Port by calling for the umpire samples retained by Independent
Inspection Agency (hereinafter referred to as the “Arbitrage Laboratory”). The
Buyer shall indicate the disputed characteristic (s) in order to be used for
determination of final quality of the Coal concerned.

The Arbitrage Laboratory shall analyze the umpire samples in accordance with
ASTM standards and the Certificate of Sampling and Analysis issued by the
Arbitrage Laboratory shall be final and binding on the Parties. The costs of
such analyzing of the umpire samples shall be borne by the Buyer and the
cost of dispatching of the umpire samples to the Arbitrage Laboratory shall be
at the expense of the Seller.

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The Sale and Purchase Agreement
Contract No: DWIC/GTC SPA 110523S
Dated: AUGUST 14th 2011

ARTICLE 13
PAYMENT and SELLER’S PERFORMANCE BOND
13.1. Buyer shall issue an irrevocable non transferable letter of credit (LC) payable
at sight immediately after receipt of the Seller’s Performance Bond stated in
Article 13.4 herein for 100% of the cargo value ± 10% tolerance in accordance
with provisions of this agreement.

13.2. Payment for 100% of the cargo value shall be made at sight against the
complete presentation of the following documents at the issuing bank’s
counters:

a) Seller’s signed commercial invoice for 100% of the cargo value specifying the
quantity as determined by the SGS at load port in 3 (three) original and 3
(three) copies.

b) 3 (three) original and three non-negotiable copies of Clean On Board Ocean

Bills of Lading made out to order blank endorsed, marked “freight payable as
per charter party” notifying the Buyer or the third party designated by the
Buyer.

c) Certificate of Origin in 1 (one) original and 2 (two) copies issued by the

Ministry of Trade and Industry of the Republic of Indonesia or Indonesian
Chamber of Commerce (Form E).

d) Certificate of Sampling and Analysis issued by the SGS in 1 (one) original and
2 (two) copies.

e) Certificate of Weight issued by the SGS in 1 (one) original and 2 (two) copies.

f) Certificate of Draft Survey issued by the SGS in 1 (one) original and 2 (two)
copies.

13.3. All costs for Buyer’s bank to be for buyer’s account and all costs at Seller’s
bank shall be for Sellers’s account.
Buyer’s Bank details will be as follows :
Bank :
Swift code :
Account No. :
For Account :
Bank Officer :
Direct Line :
Fax :

Seller’s Bank details ;

ACCOUNT NAME :
ACCOUNT NO. :

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The Sale and Purchase Agreement
Contract No: DWIC/GTC SPA 110523S
Dated: AUGUST 14th 2011

BANK NAME :
BANK ADDRESS :
SWIFT CODE :
BANK OFFICER :
DIRECT LINE :
FAX :
EMAIL :

13.4. The Seller shall issue the non-operative Performance Bond (PB) 2% of total
shipment value within five (5) banking days after date of this Agreement. This
PB will be issued by Seller in the form of Bank Guarantee or Stand-By L/C
from Seller’s bank, in a format agreed and accepted by Buyer. This PB shall
become valid after Buyer’s L/C establishment in favour of the Seller. This PB
will be invalid after the cargo was delivered form seller to buyer, or will be
claimed as compensation by buyer if seller cannot deliver the cargo to buyer in
said period. In case Seller fails to issue PB in favour of the Buyer within the
schedule as above, the Buyer has a right to terminate this contract at its sole
discretion without consent of the Seller. In this case, the Buyer may cancel L/C
immediately and the Seller must agree with L/C cancellation of the Buyer.

ARTICLE 14
TAXES
14.1. The Parties shall be obliged and have the responsibilities to fully pay and bear
all their respective taxes arising out of this Agreement and in accordance with
the prevailing laws and regulations.

14.2. The Parties shall cover all legal fees respectively and such other expenses or
fees that may arise in connection with the preparations, implementation and
the performance of this Agreement.

14.3. If a new Government Regulation is applied related to taxes, then it will be

further discussed together.

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The Sale and Purchase Agreement
Contract No: DWIC/GTC SPA 110523S
Dated: AUGUST 14th 2011

ARTICLE 15
VESSEL NOMINATION & LOADING RATE
15.1. Subject to a satisfactory Pre-shipment Inspection, Buyer shall provide a vessel
and a Floating Crane for the shipment of the coal from Indonesia whereby the
seller guarantees a loading rate of 7.000 metric ton PWWD. The nominated
vessel shall be a single deck vessel, and having fully workable hatches and
holds.

15.2. The guaranteed loading rate is based on vessel capacity and fully operating
Floating Crane that the buyer provides. In case of non-availability or non-
conformity of either operating Vessel or Floating Crane, the loading rate shall
be adjusted on a pro-rata basis depending on the capacity of Floating cranes
and grabs that are operable. Any demmurage, if any, for barges occured
because of nou-availabilty and/or non-conformaity should be account for
Buyer.

15.3. The buyer shall provide the seller with the details of the nominated vessel
fixed for carriage at least 5 (five) days before the loading laycan.

15.4. The seller within 24 hours from the receipt of such details shall give his
response whether he shall approve or reject the vessel.

15.5. If the vessel is rejected by the seller, the buyer will propose a replacement
vessel nominated to the seller no later than 3 (three) days before laycan.

ARTICLE 16
LAYTIME AND DEMURRAGE
16.1. NOR shall be tendered in ATDN SSHINC (Any Time Day or Night Saturdays,
Sundays and Holidays included) whether in berth or not, whether in port or
not, WCCON, WIFPON, provided the vessel is in all respects ready to load
and subject to free pratique being granted prior to or on arrival at the berth.

16.2. Laytime for loading shall commence twelve (12) hours after Notice of
Readiness is tendered or when actual loading commences, whichever is earlier.
Time used for acquiring free practique not to count as laytime. If the vessel is
found not to be in free pratique by the time of commencement of discharge,
laytime shall cease to count until the vessel is in fact in free pratique and ready
to discharge.

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The Sale and Purchase Agreement
Contract No: DWIC/GTC SPA 110523S
Dated: AUGUST 14th 2011

16.3. If the Vessel’s arrival is delayed or it is outside loading schedule (laycan), then
all expenses (Demurrages of Barges, With Stevedoring Costs) arising shall be
borne by buyer’s Account. But both parties may agree laycan schedule
change.

16.4. If at any time a Vessel is prevented from entering the port because of the
Vessel’s damage, breakdown or other hindrances which may endanger the
Vessel, Notice of Readiness shall be deemed invalid. Notice of Readiness
shall be re-tendered only when such damages or obstacles or other
hindrances have been resolved.

16.5. Laytime shall not be counted under the following conditions:

The time needed for the initial draft survey shall not be counted as laytime.

If loading ceases due to insufficient ballast pump capacity in relation to loading

rate.

Loading stoppage due to bad weather (such as raining, heavy fog, typhoon
etc.) shall not be counted as laytime unless the vessel is already on
demurrage.

Any time lost as a result of damage, breakdown, inefficiency, repairs or any

incapability of the vessel to load the coal, shall be calculated on pro-rata basis.

Laytime counting shall cease when Seller delivers to the Ship Master, the
Weight Certificate and all documents containing Seller’s confirmation certifying
that he has the permission (port clearance) for the vessel to leave the Loading
Port. All costs of obtaining such documentation shall be for the Seller’s
Account.

16.6. If the total laytime used exceeds the total laytime mutually agreed, seller shall
pay Demurrage to buyer for all such excess time at the rate specified on the
basis of or under the vessel nomination per day and on pro–rata basis,
provided that buyer gives a notice in writing to seller, completed with the
relevant supporting documentation as is available, of the claim for Demurrage
within 60 (sixty) days after completion of loading at the Loading Port. Seller
shall confirm any Demurrage and dead freight no later than 3 (three) days
from the B/L Date and fully pay any Demurrage no later than 14 (fourteen)
days after the B/L Date.

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The Sale and Purchase Agreement
Contract No: DWIC/GTC SPA 110523S
Dated: AUGUST 14th 2011

16.7. If the total laytime used is less than the total laytime allowed, buyer shall pay
Despatch to seller for all time saved as specified under the vessel nomination
per day and on pro–rata basis of the Demurrage rate per day or on pro rata
basis; provided that seller gives notice in writing to BUYER, with the relevant
supporting documentation as is available, of the claim for Despatch within 60
(sixty) days after completion of loading of Shipment at the Loading Port.
BUYER shall confirm any Despatch no later than 3 (three) days from the B/L
Date and fully pay any Despatch no later than 14 (fourteen) days after the B/L
Date.

16.8. All other terms regarding laytime or demurrage which is not expressly
provided herein shall be mutually agreed by both parties.

16.9. The calculation of demurrage shall be mutually agreed by as per charter party
rate.

16.10. Rule “Once Demurrage, always Demurrage” shall apply.

ARTICLE 17
CARGO INSUFFICIENCY
17.1. If the cargo is less than the quantity mutually agreed as in the stowage plan
provided by the vessel’s owner, because of the limitations with an exception in
case of a force majeure event, then seller shall be obliged to indemnify/pay
compensation to the buyer for any of such cargo insufficiency or dead freight.

17.2. Cargo insufficiency as referred to in Article 17 paragraph 1 herein, shall be

calculated by multiplying the short quantity by the freight of the vessel
nominated to the seller.

ARTICLE 18
TITLE AND RISK
Title and risk shall be passed from Seller to Buyer as coal passes over the rail of the
vessel designated by Buyer.

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The Sale and Purchase Agreement
Contract No: DWIC/GTC SPA 110523S
Dated: AUGUST 14th 2011

ARTICLE 19
FORCE MAJEURE
19.1. In case of any force majeure event, the failure or non-performance of any of
the terms and conditions, requirements, and obligations as mutually agreed
set forth in this Agreement by either Party to this Agreement shall not
constitute a violation or breach of the Agreement if such matter, occurs
beyond reasonable control of either party who fails to carry out or perform any
of the terms and conditions, requirements, and obligations as mutually agreed
under this Agreement. For the interests of this Agreement, force majeure
event shall include but not limited to war and war condition, riot, blockade,
government action, social unrest, epidemic, earthquake, big flood which may
cause any delay or postponement or obstruction in the implementation of this
Agreement.

19.2. If in the course of the implementation of this Agreement, seller faces any
unpredicted condition so that Coal Loading may not be carried out accordingly
or in timely manner as a result of any force majeure event as meant in Article
19 paragraph 1 herein, then the seller shall immediately deliver a notification
to buyer. After receiving such notification, the parties shall seek to resolve and
seek to find solution or settlement on the basis of a mutual agreement of both
Parties including incorporating an amendment to Sale and Purchase Plan, if
required.

19.3. Delay of loading due to weather conditions which, in the opinion of either the
Port Authority or competent authority or ship owner, causes ship loading to be
dangerous, then all such time lost shall not be counted as laytime.

19.4. The Party whose performance is being adversely affected by such force
majeure event shall inform the other Party to this Agreement in writing not
later than 72 hours by specifying the cause thereof. The parties to this
Agreement shall endeavour to take any measures or steps, to the fullest
possible extent within their reasonable control, in order to overcome or resolve
such event.

19.5. If the force majeure event shall continue such that it is basically disrupting and
impairing the interests of both parties to this Agreement for more than 1 (one)
month, then both Parties to this Agreement shall agree to terminate this
Agreement.

19.6. Any obligations or claims resulting from a declaration of Force Majeure from a
third party to the party declaring of force majeure shall be the responsibility of
that party.

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The Sale and Purchase Agreement
Contract No: DWIC/GTC SPA 110523S
Dated: AUGUST 14th 2011

ARTICLE 20
ASSIGNMENT
This Agreement shall ensure to the benefit of and be binding upon the successors of
Seller and Buyer, but this Agreement shall not be assigned or transferred by Seller or
Buyer in whole or in part, either voluntarily or not, without the written consents of the
other party being first obtained.

ARTICLE 21
NOTIFICATIONS
21.1. All notifications under this Agreement shall be made in writing and shall be
deemed to have been received if by facsimile, immediately upon
transmission/dispatch provided that transmission/dispatch occurs during the
office hours (08.30 to 17.00 hours) on any Working Day, or if failing, it shall be
deemed to have been received on the following Business Day or if by mail or
letter, upon the end of 48 (forty eight) hours after dispatching by courier.

21.2. All notices or communications to Seller shall be sent to:

FIRC TRADE (M) SDN BHD

Attention : MR MICHEAL NG
E-mail :
Address :
Telephone :
Facsimile :

21.3. All notices or communications to Buyer shall be send to:

KMA ENERGY
Attention :
Email :
Address :

Telephone :
Facsimile :

21.4. Either Party may, by delivering a notice to the other Party, change his
address, facsimile number and any other details by giving a notice with regard
to such notice.

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The Sale and Purchase Agreement
Contract No: DWIC/GTC SPA 110523S
Dated: AUGUST 14th 2011

ARTICLE 22
NO WAIVER
Except as herein otherwise specifically provided, the failure of either party to insist on
strict performance of any provisions of the Agreement, or to take advantage of any
right hereunder, shall not be construed as a waiver of such provisions or right of
subsequent performance thereof.

ARTICLE 23
ARBITRATION
Any dispute arising from the execution of or in connection with the implementation of
this Agreement shall be settled through deliberation in amicable ways between both
parties. If no agreement is reached, the case in dispute shall be submitted and
referred to an arbitration at Singapore International Arbitration Court (SIAC) under
Arbitration Rules as presently effective and as may be amended by other provision
under this Paragraph, and any result, decision or arbitration award thereof shall be
conclusive, final, and binding upon both Parties.

ARTICLE 24
CONFIDENTIALITY
24.1. All information received by the both Parties in connection with the
implementation of this Agreement, shall be maintained and kept strictly
confidential and shall not be delivered or disclosed to any third party, or any
party whomsoever without exception, without a prior written approval or
consent from both Parties jointly.

24.2. Subject to the provision of Article 24 paragraph 1 herein, both Parties shall
continue to maintain and keep strictly confidential of any information in
connection with this Agreement, even though this Agreement has terminated.

ARTICLE 25
TERMINATION OF AGREEMENT
This agreement shall not be discontinued before the end of the effective term of this
Agreement, in case of the following condition:

Either party shall be declared bankrupt by virtue of a decision of any court of

law, or either party is involved in a criminal case.

Coal price becomes either so low or so high that both Parties agree that it is
no longer commercially feasible or beneficial as contemplated under this
Agreement. And both Parties agree to seek the way out to resolve and
overcome such problem.

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The Sale and Purchase Agreement
Contract No: DWIC/GTC SPA 110523S
Dated: AUGUST 14th 2011

Increase of operational cost as materially experienced by Seller so that Buyer

thinks that it is no longer commercially feasible or beneficial to continue the
cooperation as contemplated under this Agreement.

ARTICLE 26
ASSIGNMENT OF THE AGREEMENT
26.1. Both Parties shall not be allowed to transfer or assign, either in part or in
whole, the contents of this Agreement to any other Party/any third party,
without a prior written approval, permission, or consent from the other Party.

26.2. If any matter as referred to Article 26 paragraph 1 hereof is committed or done

by either party, then the Party so adversely affected or sustaining any losses
or damages may unilaterally cancel or terminate this Agreement, without
compensation and any and all losses sustained shall be borne by the Party
violating or in breach of the provisions of the agreement.

ARTICLE 27
GOVERNING LAW
The Construction, governing law and performance of this agreement shall be
governed by Singapore law.

ARTICLE 28
MISCELLANEOUS
28.1. This Agreement together with its annexes shall constitute one integral and
inseparable part to the entire agreement and approvals by and between the
Parties.

28.2. Any amendment made to this Agreement shall be based on mutual written
agreement from the Parties which shall be entered into in form of an
addendum. If any or some of the provisions or articles of this Agreement shall
become ineffective or unenforceable, then other provisions or articles of this
Agreement remain effective or enforceable.

28.3. After signing of this contract, The Buyer will give pre-inspection at mine, stock-
pile and other related working premises of the Seller for cargo verification
before L/C establishment. If survey result of such pre-inspection is revealed as
not successful, the Buyer shall have the right to null and terminate this
Agreement with its sole discretion without consent of the Seller.

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The Sale and Purchase Agreement
Contract No: DWIC/GTC SPA 110523S
Dated: AUGUST 14th 2011

ARTICLE 29
CLOSING PROVISION
This Agreement is caused to be duly executed and signed in duplicate or two original
copies, each having equal legal efficacy, and any matters shall be executed with good
objective and in good faith by both parties.

This Agreement shall declared valid and binding both Parties and come into force as
from the signing date of this Agreement.

Date : 14th AUGUST 2011

On Behalf of the Seller On Behalf of the Buyer

FIRC TRADE (M) SDN BHD KMA ENERGY

in the presence of in the presence of

__________________________ __________________________
Signature of witness Signature of witness

Name of witness(block letters) Name of witness(block letters)

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