SALES AND PURCHASE OF

CONTRACT REF:
No
DATE:
___________________, 2024
QUANTITY:
2,500,000 (two million five hundered f thousand) MT
COMISSIONS:
USD 15.00/MT (fifteen point zero zero) per MT

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING

AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

PARTIES AND PURPOSE:

The undersigned are mutually desirous of conducting business transactions with respect to
facilitating or arranging, the selling and/or buying of various commodities, products and
equipment in cooperation with one another and with third parties for the mutual benefit of
all. It is their intention that the information exchanged among the signatories in the course
of doing business, as well as the documents which will be generated subsequent to the
execution of this Agreement, including but not limited to 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, to another intermediary or broker or trader or any other
company or private person who is not an end buyer or end supplier, without prior specific
written consent of the party or parties generating, or with proprietary rights, to such
information and/or documentation.

This Agreement, in accordance with ICC 400/500/600 regulations, shall obligate the
undersigned parties and their partners, associates, employers, employees, affiliates,
subsidiaries, parent companies, nominees, representatives, successors, clients and assigns
(hereinafter collectively referred to as ‘The Parties’) jointly, severally, mutually and
reciprocally for the term of and to the performance of the terms and conditions expressly
stated and agreed to below. Furthermore, whenever this Agreement shall be referenced in
any subsequent document(s) or written agreements, the terms and conditions of this
Agreement shall apply as noted and shall further extend to any exchange of information,
written, oral or in any other form, involving financial data, personal or corporate names,
contracts initiated by, or involving the parties and any addition, renewal, extension,
rollover amendment, renegotiations or new agreement that are in any way a component of
what shall hereinafter be referred to as ‘The Project’ or ‘The Transaction’ for the purchase
of the subject commodities, products, and/or equipment.

Page 1 of 14
BUYER ______________________
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:

AGREEMENT NOT TO DEAL WITHOUT CONSENT

The Parties hereby legally, wholly and irrevocably bind themselves and guarantee to one
another 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, by means of any procedures, sellers, buyers, brokers, dealers,
distributors, refiners, shippers, financial instructions, technology owners or manufacturers,
for the purpose of changing, increasing or avoiding, directly or indirectly, payments of
established or to be established fees, commissions, or the continuance of pre-established
relationships, or to intervene in un-contracted relationships with manufacturers or
technology owners, intermediaries, entrepreneurs, legal council, or to initiate any buy/sell
or any transactional relationship that by-passes one of The Parties in favor of any
other
individual or entity, in connection with the subject Transaction or Project or any related
future Transaction or Project.

AGREEMENT NOT TO DISCLOSE

The Parties irrevocably agree that they shall not disclose or otherwise reveal directly or
indirectly to any unauthorized individual or entity any confidential information provided
by one party to another, including but not limited to contract terms, product information or
manufacturing processes, prices, fees, financial agreements, schedules and information
concerning the identity of sellers, producers, buyers, lenders, borrowers, brokers,
distributors, refiners, manufacturers, technology owners, or the representatives of any of
the above, as well as names, addresses, principals or telex/fax/telephone numbers,
references to product or technology information and/or any other information deemed
confidential or privileged within the broadest possible scope of The Project or The
Transaction without prior specific written consent of the party or parties generating or with
proprietary rights to such information.

2
SALES AND PURCHASE OF
CONTRACT REF:
No
DATE:
___________________, 2024
QUANTITY:
2,500,000 (two million five hundered f thousand) MT
COMISSIONS:
USD 15.00/MT (fifteen point zero zero) per MT

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING

AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

AGREEMENT TO HONOR COMMISSIONS

Irrevocable Master Fee Protection Agreement

CONTRACT NO
DATE
COMMODITY Diesel EN590 10ppm
ORIGIN TBA
2,400,000.00 (two million four hundred thousand) MT/year
CONTRACT QTY
200,000.00 (two million) MT/month
CONTRACT PERIOD 12 Months (Option to be extended)
TERM CIF Singapore, Jurong, CIF Malaysia, Tanjung Bruas Melak
SPECIAL 100.000 (One hundred thousand) Metric Ton (MT) 1st TRIAL
CONDITIONS SHIPMENT
SELLER’S NAME RANDVAAL PETROLEUM PTY LTD.
SELLER’S ADDRESS Waterkloof Estate, 509 Piering Str.,Elardus Park, Gauteng, 0181
REPRESENTED BY Mr. Gysbert Maree
BUYER’S NAME G2 RESOURCES DEVELOPMENT SDN BND
BUYER’S ADDRESS 36-1, Jalan Ambong 2, Kepong Baru, 52100 Kuala Lumpur, West
Malaysia
REPRESENTED BY Mr. Mok Swee Heng, Director

The Parties, under penalty of perjury, do hereby irrevocably confirm and irrevocably
accept to pay all intermediaries and fee holders, at the same time and in the same manner
as the seller is being paid, for each and every tranche of this transaction, up to the
completion of the contract, plus rollovers, extensions or additional subsequent contracts
and in accordance with the bank details to be specified in the hard copies of this contract.

Page 3 of 14
BUYER ______________________
The Parties, irrevocably confirm that they will order and direct their bank to endorse
automatic payment orders to the beneficiaries named below; furthermore, they confirm that
all pay orders shall automatically transfer funds as directed into each beneficiaries
designated bank account within 1 (one) day after the date of closing and completion of
each and every shipment of the product during the contract term plus any/or extensions and
rollover of the specified contract.

The Parties, for the purpose of clarity, hereby confirm that the closing and completion of
each and every shipment shall be deemed to take place when the letter of credit issued by
the buyer has been drawn down at the counters of the issuing bank.

The Parties agree to provide all beneficiaries with written evidence of the pay orders
lodged with their bank together with acknowledgements of their acceptance. Furthermore,
their bank shall be instructed to provide duly signed and stamped acknowledgement of this
instruction as set out in the annex forming part of this agreement. It is understood that for
the purposes of this Master Fee Protection Agreement, the bank shall be the same bank and
this MFPA acts as an integral part of it.

The Parties, named legally, or their authorized representatives as stated within the signed
and legally binding main transaction, contract unconditionally, agree and undertake to
approve and originate all payments in USD currency to all beneficiaries named below as
their rightful and payable commissions. This agreement also acts as a record confirming
the commission amounts for each named beneficiary as set out below:

TOTAL COMMISSION TO BE PAID BY THE BUYER AS FOLLOWS:

The amount of USD 15.00 per MT should be settled as herein stated to be transferred into
the accounts as follows:

THE FACILITATOR:

 2,500,000 (two million five hundered) MT – USD 15.00/MT (fifteen point zero
zero) per MT.
The total amount per month: 200,000.00 (two hundered thousand) MT x USD 15.00 = USD
3,000,000.00 (three million) USD .Trial 100,000.00 (one hundered thousand) MT x USD 15.00
= USD 1,500,000 (one million five hundered) USD

4
SALES AND PURCHASE OF
CONTRACT REF:
No
DATE:
___________________, 2024
QUANTITY:
2,500,000 (two million five hundered f thousand) MT
COMISSIONS:
USD 15.00/MT (fifteen point zero zero) per MT

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING

AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

TERM & CONDITIONS:

The Parties hereby agree that this master fee protection agreement covers the initial
contract and shall include any renewals, extensions, rollovers, additions or any new or
transfer contracts (whether or not reflective of the specific commodity or product
contemplated herein) originated from this transaction, or resulting from changing codes of
the initial contract entered into between the buyer and seller.

This master fee protection agreement and any subsequently issued pay orders shall be
assignable, transferable and divisible and shall not be amended without the express written
and notarized consent of the receiving beneficiary.

All faxed and/or e-mailed signatures shall be considered as original signatures for the
purpose of binding all parties to this agreement. This document may be signed in any
number of counterparts, all of which shall be taken together and shall constitute as being
one and the same instrument.

The Parties further agree, that any and all commissions resulting from any extension or
rolls of the contract, shall be paid to the beneficiaries, and that the parties shall effect all
necessary documentation with their bank without any undue delays to ensure such
commissions are paid within the terms of the agreement.

PARTIAL INVALIDITY:

The illegality, invalidity or non-enforceable provision of any portion of this agreement

under the laws of any jurisdiction shall not affect the legality, validity or enforceability of
the remainder of the contract under the law of any jurisdiction or provision.

Page 5 of 14
BUYER ______________________
GOVERNING LAW AND JURISDICTION:

The Parties hereby agree that this document shall be governed and construed in
accordance with current English Law or ICC 400/500/600 regulations. The parties further
agree that any unresolved differences between the parties will be resolved by the
“Arbitration” provisions described below.

AGREEMENT TO INFORM

In the specific situation where a Party acting as an agent of the buyer allows the buyer or
the buyer’s representative and the seller to deal directly with one another, said agent shall
be informed of the subsequent development of all transactions between the buyer or the
buyer’s representative, and shall be provided timely copies of all pertinent developmental
and/or transactional correspondence and documentation relative thereto by the buyer or the
buyer’s representative and/or the seller.

TERM

This Agreement shall be valid for five (5) years commencing from the date of this
agreement.
This Agreement may be renewed for a further period of five (5) years, subject to and upon
the terms and conditions agreed between and among the signatories.

This Agreement shall apply to:

 All transactions originated during the term of this Agreement.
 All subsequent transactions that are follow up, repeat, or extended transactions or
renegotiation(s) of transactions originated during the term of this Agreement.

ARBITRATION

All disputes arising out of or in connection with this Agreement shall be finally settled
under the rules of arbitration of the ‘International Chamber of Commerce (ICC)’ by one
or more ‘Arbitrators’ appointed in accordance with said rules. All such arbitration awards
shall be binding on all Parties and enforceable at law.

6
SALES AND PURCHASE OF
CONTRACT REF:
No
DATE:
___________________, 2024
QUANTITY:
2,500,000 (two million five hundered f thousand) MT
COMISSIONS:
USD 15.00/MT (fifteen point zero zero) per MT

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING

AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

The Parties further agree to carry out the terms of any arbitration award without delay and
shall be deemed to have waived their right to any form of alternative recourse, by or
through any other means, insofar as such waiver can validly be made.

Each of The Parties named in an Arbitration proceeding and/or required to appear under
such a proceeding, unless otherwise agreed, shall be responsible for its own legal expenses.
The prior sentence notwithstanding, any Party adjudged by the Arbitrator to be in material
breach of this Agreement shall compensate in full the aggrieved party, its heirs, assignees
and/or assigns, for the total remuneration received as a result of business conducted with
The Parties covered by this agreement, plus, subject to the determination of the Arbitrator,
all its arbitration costs, legal expenses and other charges and damages incurred relative to
its dealings, banks, lending institutions, corporations, organizations, individuals, lenders, or
borrowers, buyers or sellers that were introduced by the aggrieved party, notwithstanding
any other provisions of the award.

FORCE MAJEURE

A party shall not be considered or adjudged to be in violation of this Agreement when the
violation is due to circumstances beyond its control, including but not limited to acts of
God, civil disturbances and theft or appropriation of the privileged information or
contract(s) without the intervention or assistance of one or more of The Parties.

ENTITIES OWNED OR CONTROLLED

This Agreement shall be binding upon all entities owned or controlled by a party and
upon the principal(s), employee(s), assignee(s), family and heirs of each party.

Neither party shall have the right to assign this Agreement without the express written
consent of the other.
Page 7 of 14
BUYER ______________________
 AGREEMENT NOT TO CIRCUMVENT

The Parties agree not to circumvent or attempt to circumvent this agreement in an effort to
gain fees, commissions, remunerations or considerations to the benefit of one or more of
The Parties with the full knowledge and acquiescence of all necessary Parties, whether or
not such fees, commissions remunerations or considerations gained through circumvention
would otherwise be deemed the rightful property of any one or several of The Parties.

NOT PARTNERSHIP AGREEMENT

This Agreement in no way shall be construed as being an agreement of partnership and

none of The Parties shall have any claim against any separate dealing, venture or assets of
any other party, nor shall any party be liable for the separate and independent actions of
any other.

TRANSMISSION OF THIS AGREEMENT

Any accurate and legally binding version of this Agreement accurately transmitted
through MSN Messenger or any similar programs, as well as telefax or e-mail programs,
shall be deemed an equivalent, original, legal and binding version of this Agreement.

AGREE AND ATTESTED

Each representative signature below guarantees that he/she is duly empowered by his/her
respectively named company to enter into and be bound by the commitments and
obligations contained herein either as an individual, corporate body or on behalf of a
corporate body.

8
SALES AND PURCHASE OF
CONTRACT REF:
No
DATE:
___________________, 2024
QUANTITY:
2,500,000 (two million five hundered f thousand) MT
COMISSIONS:
USD 15.00/MT (fifteen point zero zero) per MT

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING

AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

ACCEPTED AND AGREED WITHOUT CHANGE

Electronic signature is valid and accepted as hand signature

EDT ( 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.

Page 9 of 14
BUYER ______________________
 CONTINUE TO “THE PARTIES”

THE BUYER

Signatory details:

Company Name : G2 RESOURCES DEVELOPMENT SDN BND

Represented By
(Full Name) : Mr. Mok Swee Heng

Passport Number : A52979771

Nationality : Malaysia

Position in Company : Director

Company Address : 36-1, Jalan Ambong 2, Kepong Baru, 52100 Kuala Lumpur,
West Malaysia

Company registration NO : 1351066-T

Incorporation date : November 19, 2019

Phone : +603-62571047

Fax :

Cell. : +6011-31451259\6010-4335056

E-mail : g2rdsbm@qmail.com

Signed & Dated :

___________________________________
SEAL

THE FACILITATOR:
10
SALES AND PURCHASE OF
CONTRACT REF:
No
DATE:
___________________, 2024
QUANTITY:
2,500,000 (two million five hundered f thousand) MT
COMISSIONS:
USD 15.00/MT (fifteen point zero zero) per MT

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING

AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

Signatory details:

Signatory’s Full Name :

Nationality :

Company Name :

Designation :

Address :

Company registration NO :

Incorporation date :

Phone :

Fax :

Cell. :

E-mail :

Signed & Dated :

______________________________________
SEAL

Page 11 of 14
BUYER ______________________
Acceptance by BUYER:

PARTICULAR’S BUYER
Company Name G2 RESOURCES DEVELOPMENT SDN BND
Represented by Mr. Mok Swee Heng
Title Director
Passport No A52979771
Nationality Malaysia
Bank Name AMBANK(M)BERHAD
№77&79 Jalan Meranti Merah, Melodies Garden, 80250 Johor
Bank Address
Darul Takzim, Malaysia.
Account NO 8883000328673 ($USD) 8883000328695 (EUR)
Account Name G2 RESOURCES DEVELOPMENT SDN BND
Routing
SWIFT ARBKMYKL
Bank Officer SHARIFAN KASMAN

Bank Telephone /Fax +607 3343000/+607 3341063

Bank e-mail BM044@ambankgroup.com

Signature

Buyer Side Beneficiary

TOTAL COMMISSION FOR BUYER SIDE: USD 37,500,000.00 (thirty seven million
five hundrerd)

ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARY

12
SALES AND PURCHASE OF
CONTRACT REF:
No
DATE:
___________________, 2024
QUANTITY:
2,500,000 (two million five hundered f thousand) MT
COMISSIONS:
USD 15.00/MT (fifteen point zero zero) per MT

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING

AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

THE FACILITATOR
BUY SIDE FACILITATOR - Total Amount: USD 37,500,000.00 (thirty seven five
hudered million)

BUY SIDE FACILITATOR - per MT: USD 15.00 (fifteen point zero zero)

BENEFICIARY NAME
Represented by
Title
Passport NO
Nationality
Bank Name
Bank Address
Account NO
Account Name
Routing
SWIFT
Bank Officer
Bank Telephone /Fax
Bank e-mail

Signature

REQUIRED TEXT MESSAGE

Page 13 of 14
BUYER ______________________
 The S.W.I.F.T. or Clear Stream text message covering 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, KNOWN BY BUYER or
SELLERS CODE: "____________________________", FOR SAME DAY
SETTLEMENT".

BANK ENDORSMENT

This irrevocable payment order has been lodged with us and will be executed as per
instructions above.

1st BANK OFFICER SIGNATURE ____________________________

BANK OFFICER NAME:
TITLE:
PIN NUMBER:
BANK NAME:
BANK ADDRESS:
BANK TEL:
TODAY’S DATE:
SEAL

END OF DOCUMENT

14