SALES AND PURCHASE AGREEMENT FOR

Between:
SOUTHERN ALLIANCE ENERGY (PTY) LTD
THE SELLER:
AND
DN MULTISERVICES Sarl:

This Agreement (the “Agreement”) is made on this 4 December 2023 and entered by and between
the Seller and Buyer whose names and information details are set forth immediately below.
HEREINAFTER REFERRED TO AS THE SELLER: -
COMPANY NAME SOUTHERN ALLIANCE ENERGY (PVT) LTD
1ST FLOOR, 292 SURREY AVENUE
COMPANY ADDRESS
RANDBURG, GAUTENG 2125
REPRESENTED BY ARTHUR KONDE

NATIONALITY ZIMBABWEAN
TITLE DIRECTOR
TELEPHONE/FAX +260 770 870 857
E MAIL/WEBSITE AKonde@southernallianceenergy.com

HEREIN REFERRED TO AS THE SELLER: -

And
HEREIN REFERRED TO AS THE BUYER: -
COMPANY NAME DN MULTISERVICES
COMPANY ADDRESS
N°534, Av. Kilela Balanda, Q/Makutano,

REPRESENTED BY MICHEL DJAMBA NGANDU

NATIONALITY CONGOLESE
TITLE CEO
TELEPHONE/FAX 0972329000
E MAIL/WEBSITE Djambamichel24@gmail.com

(Hereinafter shall be referred to collectively as “Parties” or singularly as “Party”).

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Whereas the parties mutually accept to refer to the General Terms and Definitions, as set out by the
INCOTERMS Edition 2010 with latest amendments, having the following terminology fully understood
and accepted:

DEFINITIONS

Commodity: Automotive Gas Oil (D2 50PPM) Diesel Fuel elsewhere is this Agreement also referred
to as “Product” or “50 PPM”, the specifications for which appear in Annex A attached
and by this reference confirmed an integral part of this Agreement.

Day: Means a Calendar Day, unless differently specified.

Month Means a Gregorian calendar month.

Calendar:

Quarter: Period of three (3) consecutive months – 1st January, 1st April, 1st July or 1st October

ASTM: American Society for Testing and Materials, is the institute, internationally recognized,
that approved all Standards, Tests and Procedures used in the Oil industry and to be
referred in the Agreement to the latest revised edition with amendments in force to date.

Out – turn: The quantity and quality of the product ascertained, according to the ASTM procedures, on
completion of the discharge operations. The so determined out – turn quantity and quality
is base on which amount will be computed for the payment of the product effectively
delivered to the Buyer.

Bill of Lading: The official document, issued at the loading port after completion of the loading
operations, stating, among other things, the ship’s loaded quantity, expressed in cubic
meters (m3) and in metric ton (mt) per the definitions herein. This document has to be
signed in original by the ship’s master and made out in accordance without the instruction
hereinafter specified in the agreement.

Discharge Terminal: The safe port / berth designated by the Buyer as final receiving destination.

Banking Day: Any day on which the bank opens for business in jurisdiction where the SELLER and
BUYER are located.

Delivery Date: The date mutually accepted by both Seller and Buyer as the date on which the
nominated international Surveyor Company has ascertained the quantity and quality of
the product pumped into the Buyer’s designated discharge terminal facilities under
INCOTERMS 2010 with latest amendments.

Execution Date: The date on which the Seller and Buyer receive their respective email copies of this
agreement, or as may be indicated otherwise in the agreement.

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Proof of Product: Documentation to be provided by the Seller to the Buyer through refinery holding
bank.
International Independent Laboratory: # SGS – Societe Generale de Surveillance #

Whereas, the parties mutually desire to execute the agreement which shall be binding upon, and to the
benefit of, the parties, successors and assigns, in accordance with the jurisdictional law of the negotiated
and fully executed contract with terms and provisions hereunder agreed upon.

TRANSACTION SUMMARY(please add the 48 hrs payment for the trial run)

Product Automotive Gas Oil, D2 50PPM Diesel Fuel

Origin Middle East, Kazakhstan

Specification 50 PPM Southern Africa Standard
Trial Quantity 400,000 litres
Contract Quantity 7,000,000 litres per month
Contract Term 12 months

Payment 45 Days after delivery

Bank Instrument Escrow Account
Target Price USD $1.015 c per liter
Total Value USD $7,210,000.00
Delivery Ex Lubumbashi
Inspection SGS

CLAUSE 1 – SCOPE OF THE CONTRACT

Seller and Buyer, under full corporate authority and responsibility, respectively represent that one part is
a lawful owner of the commodity in quantity and quality as hereunder specified, and the other has the
full capability to purchase the said commodity.

CLAUSE 2 – COMMODITY
2.1 Automotive Gas Oil” D2 50PPM having the contractual minimum guaranteed
Specifications as per Annex “A” herewith attached as an integral part of the agreement.

CLAUSE 3 – QUANTITY

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3.1 The parties agree to a trial run of 400,000 where buyer (DN Multi Services) is to pay for
transportation and duty for the product. The buyer will settle the product cost within 48 hours
from date of delivery.(Transportation is to be covered by SOURTHERN ALLIANCE and we will
only cover duty)

3.2 The total contractual quantity of the commodity sold and purchased under this agreement is
Minimum 7,000,000 liters (Seven million litres) per month for 12 months ex Lubumbashi.

3.3 Seller and Buyer hereby agree to deliver and accept the above quantity in partial shipments, with
reference to provisions set out in Clause 4

3.4 That the contract quantity of 7,000,000 liters shall be delivered in accordance with the delivery
schedule.

3.5 That the first delivery will be as per delivery schedule and ending on the conclusion of the
contract, and the subsequent delivery schedules is approved by the loading terminal(s) on a
quarterly basis.

3.5 That the validity of the allocation assignment, as reported in the above clause 3.2 is subject to the
acceptance by the Seller of the Buyer’s financial instrument.

CLAUSE 4 – TIME PERIOD

4.1 The duration of this contract is for a period of twelve (12) months with a possibility of extension.

4.2 The first delivery shall take place after buyer and seller sign the SPA and buyer pays cash upon
delivery.

4.3 The time period for the conclusion of each monthly supply shall terminate once the final batch of
current monthly lot has been assessed at the Buyer’s designated discharge port.

4.4 However, the time period for monthly delivery between the first and the final batch not to
exceed thirty (30) days.

CLAUSE 5 – QUALITY
5.1 For the full duration of the agreement, the Seller guarantees that the quality of the product sold
will conform to the guaranteed specifications as reported on “Annex A” which constitutes an
integral part of this agreement.

CLAUSE 6 – PRICE

6.1 The price calculation is made in US Dollars or equivalent in Euros. The price per liter of the
Goods on conditions USD $1.015c per liter. Both Parties agree to set the price by using the above
unit price. Given the world market volatilities in the petroleum market and the credit payment
terms that buyer seeks to obtain product, the parties agree to make use of the Platts plus premium
model in terms of price reviews. (for the trial we would only like to use the settled price which is
USD 1.015c)

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CLAUSE 7 – PAYMENT AND BANKING PROCEDURES

7.1 Buyer and seller agree to opening a joint Escrow account which shall be presented to the ultimate
buyer for payment and funds shall be distributed based on this agreement from what will be paid.

7.2 The value date stated in the SWIFT message is considered the date of payment. Bank charges of
the buyer’s bank are for Seller’s account. Commissions of correspondent-banks are to be settled by
the seller’s bank if any applies.

7.3 The complete payment under the contract (transfer of funds) for the shipped lot of the goods will be
made within a period of 45 days from date of receipt of the product.(Please do add a section for the trial
run)

CLAUSE 8 –TRANSACTION PROCEDURIES

1 Buyer issues LOI and irrevocable corporate purchase order. Please specify date and time because
these are big amounts. Attach the color passport copy of the chosen signatories.’
2 Seller send FCO and pro forma invoice in the name of the client at $1.015c
3 Buyer send ICPO plus TSA attached.
4 Parties enter into Sales Purchase Agreement.
5 Buyer proceeds to issue a confirmed SBLC payable 45 days from invoice date.
6 Shipping docs provided by Seller. Buyer conducts SGS test
7 Buyer to advise drawdown schedule, and Supplier to transfer same into fuel account as indicated
by buyer, into nominated trucks for uplift
9 Payment of fuel paid by MT103
10 Commissions Paid

9 After completion of the above, Seller issues to Buyer product title transfer agreement, Buyer
signs and returns. Seller legalizes the Contract with the authorities in charge and sends to buyer
the legalized contract, the certificate of product title transfer and then precedes with the port &
custom clearance of product and all internal routines operations accordingly.

CLAUSE 10 – NON – PERFORMANCE

10.1 Should either party fail to comply with any of their obligations to the other party related to the
contract, then the suffering party will have the option to declare non-performance against the
defaulting party.

10.2 Failure by either party to take against the other, in case of the other party’s non-compliance with
obligation or conditions set forth with this contract, shall not of the same or other obligations or
conditions.

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CLAUSE 11 – CLAIMS.
11.1 Any claims that either party may have, due to an occurrence, has to be submitted to the other
party with in a period of two (2) months from the date of that occurrence.

11.2 In the event that the quality of any one of the delivered batches fails to comply with the
contractual specification, then the Buyer shall have the option to accept the said batch at a lower
price being negotiated and accepted by the buyer, prior to the commencement of the discharge
operations.

11.3 If within eight (8) calendar days from date of discharge of vessel and proper notice of
acceptance, the Buyer fails to inform the Seller confirming the non – compliance, the commodity
will be deemed to have been accepted by the Buyer, and the Seller will accept no claim.

11.4 All claims will be executed in writing and both parties agree to acknowledge such claims by
written acceptance thereof.

CLAUSE 12 – TAXES, OBLIGATIONS AND IMPORT

12.1 The Seller shall pay all and any taxes, duties, related to the performance of this contract and
collected up to the nominated loading port in terms of CIF INCOTERMS 2010 with latest
amendments. The Buyer shall pay all and any taxes, duties, related to the performance of this
contract and collected at the discharge port.

CLAUSE 13 – LIABILITY EXEMPTIONS

13.1 Neither the Parties shall be liable for failure to perform, any or all of the previsions set out in this
agreement if the performance has been delayed, hindered or prevented by any reason outside the
control of the defaulter even though the responsible party exercised due diligence.

13.2 When such failure, or delay, is caused by Force Majeure being any event, occurred by
circumstance reasonably beyond the control of that party, including without prejudice to
generality of the forgoing failure or delay caused by or resulting from Acts of God, strikes, Fire,
Floods, Wars (whether declared/undeclared), riots, destruction of embargoes, accidents,
restrictions, quotas on by any governmental authority (including allocation, requisitions, quotas
and price controls).

13.3 No reduction or suspension in the deliveries or receipt of Fuel Oil due to any of the reasons set
forth above, shall extend the term of this contract or terminate the same. However, any of the
aforementioned circumstance(s) persist for more than thirty (30) days.

13.4 The certificate issued in original by the competent recognized authority should be deemed as
sufficient proof for the claim Force Majeure and duration.

CLAUSE 14 – APPICABLE LAW

14.1 This agreement shall be interpreted fairly.

CLAUSE 15 – ARBITRATION

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15.1 All disputes arising in connection with the present contract shall be settled in an amicable way
firstly. Should the parties reach no agreement, and then the case shall be brought for final
settlement under the rules of conciliation and arbitration of the OHADA by one or more
arbitrators appointed in accordance with the said rules.

15.2 Each party shall appoint one arbitrator who in turn will appoint a third arbitrator. Nothing in the
agreement shall be construed to prevent any court having jurisdiction from issuing injunctions,
attachment orders or orders for other similar relief in aid of any arbitration commenced by the
arbitrator(s) may entered in any court having jurisdiction hereof.

15.3 Neither party shall fail to comply in a timely way with the obligations of this part to be
performed in pursuant to this contract even though a dispute may have been arisen and proceed
into arbitration.

15.4 Finding as assessed by the designated third arbitrator, without any possibility of recourse, will
not be final and binding on both parties and parties can file in court.

CLAUSE 16 – SPECIAL CONDITION

16.1 Buyer warrants that it has exerted and shall continue to exert its best efforts to avoid any action,
which might be in any manner detrimental to Seller’s interest in the negotiation, execution and
performance of this contract.

16.2 The parties hereby agree that all terms, which are not specifically confirmed and agreed upon in
this contract, have to be referred to the general rules of the ICC INCOTERMS Edition 2010 with
latest amendments.

16.3 The delivery schedule must report the dates of shipments, names of vessels (if not available it
will be sufficient to state “TBN” – to be nominated) and the quantity to be loaded.

CLAUSE 17 - CONFIDENTIALITY NON-DISCLOSURE / NON-CIRCUMVENTION

17.1 The undersigned parties do hereby accept and agree to the provisions of the international
chamber of commerce for non-circumvention and non-disclosure with regards to all and anyone
of the parties in this transaction.

17.2 To include but not limited to the Buyer, Seller, their agents, mandates, nominees, assignees, and
all intermediates party to this agreement/contract.

17.3 This agreement shall be kept in the strictest confidence between them for at least five (5) years
from the date hereof.

17.4 Either party is entitled to transfer their rights and/or obligations under this contract to a third
party of the seller/buyer, and except where the third party is an entity whose majority ownership
is the same as the original ownership contract partner. In any case the transferring party will
notify the other party in writing (including telex). After signing the present contract, all previous
negotiations and correspondence between the parties in this connection will be considered null

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 and void. If the seller ceases the contract for any reason or fails to comply with the conditions
thereof, performance bond shall enter into force.

CLAUSE 18 - DEMURRAGES
18.1 Demurrages at loading port, if any and if not caused by Seller’s nominated loading terminal, will
be paid by the Seller to the Buyer at sight, at first and simple written request. Conversely, if
demurrages have been caused by the Seller’s loading terminal, then the corresponding amount
shall be borne by the Buyer to be paid in terms of the Charter Party Agreement (CPA). Time
shall not count against playtime or if the vessel is on demurrage, or demurrage when spent or
load.

18.2 Demurrages amount shall be computed at the chartered party rate. For this purpose, Buyer shall
provide the Seller with a copy of the original charter party. Demurrages will be based on daily
rate or pro – rata thereof.

CLAUSE 19 – LETTER OF INDEMNITY

19.1 In case the Seller is not able to deliver to the Buyer in due time the set of original bills of lading
of each cargo’s batch, and then the Seller has to provide the Buyer with a hard – copy of letter of
indemnity to temporarily missing original bills of lading.

19.2 Wording of this letter indemnity to be acceptable to the Buyer and shall cease to have effect
upon presentation of the original bills of lading.

19.3 In the event of unusual circumstances, which prevent the seller from presenting to the Buyer the
original bills of lading within a Sixty (60) day period, the seller agrees to provide the buyer and
the buyer agrees to accept a second and subsequent letter of indemnity covering the cargo batch
in question.

CLAUSE 20 – ASSIGNMENT
20.1 Seller/Buyer may at any time assign this contract or its total or partial performance hereof to any
other company, which assumes the obligations of the Seller/Buyer under the terms of the
assignment. Formal notice of the assignment shall be rendered to the other party.
20.2 The Buyer/Seller, express indicating thereon the assignee’s address.

CLAUSE 21 – GENERAL
21.1 This agreement contains the entire understanding between the parties with respect to the
transactions contemplated hereby and can only be amended by a written agreement. Any prior
agreement, written or verbal is deemed merged herein and shall be superseded by this agreement.

21.2 This agreement may be executed simultaneously in two (2) or more counterparts, each of which
shall be deemed to be an original.

21.3 The article and other headings in this agreement are for convenience only and shall not be
interpreted in any way to limit or change the subject matter of this agreement.

21.4 All signed appendices, annexes and supplements shall constitute an integral part of the present
contract.

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21.5 With the exception of cases specifically mentioned in the present contract, neither party may be
held liable for indirect limited losses resulting from non-performance of the obligations
hereunder.

21.6 Conditions that have not been specified in the present contract shall be governed by
INCOTERMS 2010 and subsequent amendments related to CIF TEMA harbor basis as loading
ports.

21.7 EDT (Electronic document transmission) shall be deemed to be valid and enforceable in respect
of the provisions of this contract. Either party shall be in a position request a hard copy of any
previous electronic transmitted document.

21.8 Both parties agree that the signed and sealed EDT copies of the contract are fully binding and
enforceable until the hard copy of contract will be exchanged courier. Grammatical mistakes,
typing errors, if any, shall not be regarded as contradictions.

21.9 Any information contained herein shall be kept highly confidential and shall not be subsequently
disclosed to third parties or reproduced in any way, except to third parties who are necessary to
the implementation of the agreement.

21.10 Should there be any discrepancy between English statements against any other form of
statement, English statement shall prevail.

21.11 This Contract is conditional upon the End Buyer’s acceptance.

CLAUSE 22 – BANKING DETAILS:

22.1 SELLER’S BANK DETAILS (MT103 T/T Payment)

BANK NAME: First National Bank
BANK ADDRESS: Shop 139, John Vorster Rd, Dandridge Mall, Randpark Ridge,
Randburg 2169
SWIFT CODE: FIRNZAJJ
BANK OFFICER: +27 12 394 9573
TITLE: Ms. Verona Singh
EMAIL ADDRESS verona.singh@fnb.co.za
TEL / FAX: +27 873 452 390

ACCOUNT NAME: Southern Alliance Energy (Pty) Ltd

TREASURY ACCOUNT NUMBER: 63047613038

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 BANK NAME CRDB BANK DR CONGO
COMPANY Avenue Mama Yemo NO826, Immeuble Hypnose
ADDRESS
LUBUMBASHI

REPRESENTED BY JULIANA MHIMBIRA

NATIONALITY TANZANIAN
TITLE MANAGER; CUSTOMER EXPERIENCE
TELEPHONE/FAX +243832064885
E MAIL/WEBSITE Juliana.Mhimbira@crdbbank.co.tz
22.3 BUYER’S BANK
BANK NAME: CRDB BANK
BANK ADDRESS: Avenue Mama Yemo NO826, Immeuble Hypnose.
BENEFICIARY NAME: DN MULTISERVICES
ACCOUNT NUMBER: N° 00033303005000000397756-USD

SWIFT CODE: CORUCD3L

IBAN:

PLEASE NOTE: Our escrow account will now be run by CRDB Bank and
this bank will be responsible of sending the Southern Alliance Energy (SAE)
profit (US$1,015/Litre) to SOURTHEN ALLIANCE FNB account number:
63047613038 and the remaining to DN MULTISERVICES account.

CLAUSE 23 – ATTACHMENTS OF THE CONTRACT

AS HEREUNDER WRITTEN ARE CONSTITUTED AS PART OF THIS AGREEMENT\

ANNEX A – Specification of the product Automotive Gas Oil, D2 50PPM Diesel Fuel
ANNEX B – Proposed Shipping / Lifting Schedule
ANNEX C – Non-Circumvention and Non-Disclosure Working Agreement
ANNEX D – Supplementary Agreement
ANNEX E – Delivery Order

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The parties hereby agree to respect the mentioned “Sales and Purchase Agreement” accepted, signed and
sealed as below on date: 26 September 2023.

(Hereinafter shall be referred to collectively as “Parties” or singularly as “Party”).

Whereas the parties mutually accept to refer to the General Terms and Definitions, as set out by the
INCOTERMS Edition 2010 with latest amendments, having the following terminology fully understood
and accepted

<<ANNEX A>>
SPECIFICATION
1. QUALITY OF AUTOMATIVE GAS OIL D2 50PPM KAZAKHSTAN ORIGIN DELIVERED UNDER
CONTRACTS, SHOULD MEET TO REQUIREMENTS OF GOST,
1 DENSITY @ 15 C ASTM D 4052-96 REPORT KG/L 0.8443

ASTM D 1298-99 REPORT KG/L -

L2.0

2 COLOUR ASTM D 1300-98 2.5 MAX -

DISTILLATIION @ 90%
3 RECOVERED ASTM D 86-00A 370 MAX ○C 365.7

KINEMATIC VISCOSITY @
4 40 C ASTM D 445-97 1.5 - 5.8 CST 4.0 (TYPICAL)

5 ASTM D 2622-98 0.2 - 0.4 MAX WT% -

SULPHUR

ASTMD 4294--03 0.3 MAX WT% 0.3

CARBON RESIDUE (10%

6 RESIDUE) ASTM D 4530-00 0.1 MAX WT% < 0.1 (TYPICAL)

○
7 FLASH POINT ASTM D 93-00 66 MIN C 91.0

MGKOH/
8 TOTAL ACID NUMBER ASTM D 974-97 0.25 MAX G 0.1 (TYPICAL)

MGKOH/
9 STRONG ACID NUMBER ASTM D 974-97 NIL G NIL (TYPICAL)

10 WATER BY DISTILLATION ASTM D 95-99 0.05 MAX VOL % < 0.5 (TYPICAL)

11 ASH ASTM D 482-00A 0.01 MAX WT% 0.002 (TYPICAL)

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 12 CETANE INDEX ASTM D 976-00 47 MIN - 55

○
13 POUR POINT ASTM D 97-96A +15 MAX C +9

SEDIMENT BY
14 EXTRACTION ASTM D 473-95 0.01 MAX WT% < 0.1 (TYPICAL)

15 COPPER CORROSION ASTM D 130-94 1 MAX 1A

“ANNEX B”
PROPOSED SHIPPING / LIFTING SCHEDULE 1st YEAR

SHIPMENT NUMBER MONTH/DATE/ QUANTITY IN OFFLOADING PORT

YEAR BBL/SHIPMENT
PSC002 December 2023 7,000,000 liters Lubumbashi

PSC003 January 2024 7,000,000 liters Lubumbashi

PSC004 February 2024 7,000,000 liters Lubumbashi

PSC005 March 2024 7,000,000 liters Lubumbashi

PSC006 April 2024 7,000,000 liters Lubumbashi

PSC007 May 2024 7,000,000 liters Lubumbashi

PSC08 June 2024 7,000,000 liters Lubumbashi

PSC09 July 2024 7,000,000 liters Lubumbashi

PSC010 August 2024 7,000,000 liters Lubumbashi

PSC0011 September 2024 7,000,000 liters Lubumbashi

PSC0012 October 2024 7,000,000 liters Lubumbashi

“ANNEX C”
NON-CIRCUMVENTION AND NON-DISCLOSURE WORKING AGREEMENT.

This “Agreement” incorporates by reference the standards of the international chamber of commerce
(ICC), Paris, France, on Non – Disclosure, non – Circumvention and Working Agreements – including
privacy, confidentiality, and cooperation. It shall bind each signatory (“party”) for one (1) year after
execution regardless of the success of any specific transaction and shall automatically extend to a new
term of none (0) years from the start of any roll, extension, renewal, or additional transaction between
the principals. To achieve the mutual benefits of cooperation, each party understands that:

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 Whereas each party recognizes the valuable proprietary rights which each has established, and that it is
in the best interests of each to protect and preserve such rights as have been attained, maintained,
developed, serviced, and accomplished by each prior to this agreement.

Whereas, the President of the United States, in signing HR3723 on October 11, 1996, has authorized this
agreement by giving co operations the right to declare their contracts, clients, internal procedures and
information and the transactions they engage in as corporate, or trade secrets fully protected under the
economic and industrial espionage laws of the U.S.A. and the International Economic Community.

Therefore, each party signing this agreement agrees to abide by the following terms and conditions:
Each party agrees to not circumvent any other party, e.g., to avoid proper payment of fees or returns to a
party or to exclude a party from proper participation, even for a rational reason (to facilitate a deal or to
avoid losing a deal). Each party agrees to contact, or attempt to contact, directly or indirectly, any
“confidential contact” of any other party, or use any “confidential Information” provided by any other
party, or disclose any said information to anyone or entity, without a real need and the Consent of said
other party for each such contact, use or disclosure, and then only after an agreement on fees. Each party
agrees to keep private – and protect from leaks into the public domain – all privileged and other
confidential information concerning any of the parties or their activities. Each party agrees to be
responsible for compliance with this paragraph by any “sub – Party” (partner, subsidiary, agent,
employee, etc.) of his or hers who has not signed this agreement.

Each party hereby agrees that the terms and conditions of this agreement shall be binding upon and
enforceable by his or her heirs, executors, administrators, trustees, wards, guardians, transferees and
assigns in the event of his or her death or temporary or permanent mental or physical incapability. All
documents and information provided by each principal party shall be true and accurate representations
of facts.

Each principal party agrees to indemnify and holds harmless all other parties and their transactions,
intermediaries, financial sponsors, lenders, insurance companies, guarantors, borrowers, principals,
clients, joint venture partners, stock share owners, business associates, officers, employees and assigns
against all claims, demands, liabilities, causes or actions and expenses, including attorney fees and court
cost incurred, relating to, arising out of or in connection with that party’s negligence, omission,
misrepresentation, malfeasance, fraud, breach of contract, default, wilful misconduct, bad faith or
violation of any city, state, county, province, federal or international law, regulation, ordinance or
stature.

Each party holding a confidential information document owned by another party agrees to promptly
comply with a request by the owning party to return or destroy the document and agrees to not retain
any part of it in any medium (computer or fax file, etc.) – and the owning party shall be the final
authority on the use and disclosure of said information and its removal from all media.

Parties violating this agreement shall be liable for payment to the non – violating parties all gains from
the violation plus liquidated damages plus any additional amount required by a settlement. Any party
injured by a violation shall be entitled to compensation of at least the scheduled amount from each
transaction involving the violating party plus all costs and any liquidated damages agreed to or
rewarded. In any proceeding under this agreement, each injured party shall be entitled to reasonable
attorney fees in addition to any other entitled relief. If any party violates this agreement, each party shall
be entitled to injunctive relief to restrain the violations. A waiver by a party of a violation by a party

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 shall not change this agreement or be construed as a waiver of any subsequent violation and shall not
affect the rights or remedies of the parties. If any part of this agreement is found to be invalid or
unenforceable, the remainder shall continue in full force and effect.

This agreement shall be construed and enforced under the applicable laws and regulations of the country
and state where the respective parties reside and the rules and regulations of the ICC. Each party agrees
to participate in good faith negotiations toward resolution of any dispute, claim, controversy or other
matter.

Each party agrees that if a matter is not resolved within thirty (30) calendar days by the parties
themselves, it shall be submitted for settlement by binding arbitration in accordance with the non –
circumvention and non – disclosure and working agreement rules and regulations of ICC. The
arbitration will comply with and be governed by the reconciliation and arbitration rules of the ICC for
complex arbitration, in a venue – chosen by the plaintiff party – where the ICC maintains a division for
hearing complex arbitration.

This agreement is subject to the economic and industrial espionage law of the international economic
community. Any disclosure not authorized herein or under applicable law of the names, identities, bank
coordinates or other key information regarding such transactions, or any of the details thereof, maybe
deemed to be a felony, making the violator subject to criminal prosecution.

Each party affirms that he or she reads the English language and understands the wording and content of
this agreement, and hereby represents and warrants that he or she or it has the full legal, corporate, trust
and / or individual authority necessary to enter into this agreement, and is doing so with the intent to be
legally bound hereby and to bind any involved entity via the applicable corporate or trust resolution, and
that every party hereto or any other interested party or entity may rely upon the representations in this
paragraph without requiring further proof, unless requested.

Each party warrants that there is no legal suit, action, investigation, arbitration, or legal, administrative,
or other proceeding pending or threatened against him or her as a party which would affect his or her
ability to perform his or her obligations under this agreement. Each party affirm to be an independent
contractor relative to each other party and not an agent or employee of any other party nor connected to
any entity for monitoring, regulating, compliance or a related function.

Each party affirms under penalty of perjury that all his or her representations made herein are true. A
party shall not be in violation of this agreement due to 1: possessing confidential information and / or
confidential contacts obtained independently of any other party or 2: acts of God, natural disasters, civil
disturbance, etc.

The spirit and intent of this agreement is one of mutual trust, cooperation, and reliance of each on the
others to perform as expected and to conduct business in a fair and equitable manner.

This agreement may be signed in counterparts and sent in any form, and all counterparts together, in any
combination of original and alternate forms, shall constitute one legal binding agreement that shall be
protected as confidential information by each party and shall not be disclosed without authorization.
Any revision of the agreement must be in writing and signed by all parties.

SIGNATURES FOR ENTIRE NCND WORKING AGREEMENT

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 The parties have executed this NCND working agreement and receipt of a copy of this entire agreement
is hereby acknowledged” (All parties please initial prior pages).
PARTIAL INVALIDITY:
The illegality, invalidity, or non – enforceability provision of this document under the laws of any
jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction
or provision.
GOVERNING LAW AND JURISDICTION:
This document shall be governed by and construed in accordance with current English or ICC. 500
signed between partners NCNDA laws.

ARBITRATION:
All the parties agree to refer any disputes between the parties arising out of, or in connection with this
agreement, including any questions regarding its existence, validity or termination to arbitration in
accordance with the arbitration rules of the international arbitration center (I.A.C.). The appointed
arbitrator shall hold the proceedings in m, by the parties and the rules of I.A.C. shall apply.

All arbitration proceedings shall be conducted in English Language.

The arbitrator shall have the authority to render his award on the basis of equity principles consistent
with the explicit terms of this agreement. Such awards shall include a decision binding upon the parties,
directing them to take or refrain from taking specific action with respect to the matter in dispute or
disagreement.

Any award and decision taken by the Arbitrator shall be final and binding on all parties and the parties
hereby exclude any right of application or appeal to any court in connection with any question of law
arising during arbitration or in respect of any award made. All parties shall accept all decisions of the
tribunal as being final and binding.

CANCELLATION
Cancellation of the Irrevocable order by the Buyer shall attract a penalty of US$100,000.00.

This agreement is issued, agreed, and accepted by the Seller and the Buyer and shall become effective
immediately from the date of signing hereof by all contracting parties, shall be effective retroactively
from the time of initial contact and shall remain in effect for a period of three (3) years from the date of
signing, and will automatically renew itself thereafter from year to year, unless terminated by mutual,
written consent.

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The SELLER THE BUYER:
SOUTHERN ALLIANCE ENERGY (PTY) LTD DN MULTISERVICES

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