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IRREVOCABLE CONFIRMED PURCHASE ORDER – TANK to TANK or Vessel

Date: December 1, 2024

REF: SCO / OODLE: Platinum Helix Ventures East Africa/MORROW/EN590-200K/FOB-ROTTERDAM/12/01/2024

STATEMENT: We Morrow Industries LLC, as duly authorized company to act as Buyer, with full corporate responsibility and legal
authority, hereby certify under Penalty of Perjury, under International Law, that we are ready, willing and able to purchase the
under described commodity, as per the following terms and conditions:

COMMODITY (PRODUCT): EN590/10PPM

ORIGIN: FROM ANY NON-RUSSIAN AND NON-SANCTIONED ORIGIN

TRIAL QUANTITY / CONTRACT

DURATION OF CONTRACT: 12-MONTHS

PRICE & COMMISSION: PLATTS CODE AAWZD00 PLATTS FIXED $520 USD PER Metric Ton

Commission: $5.00/MT to buyer side and $5.00/MT to seller side

The Buyer makes the payment of the First Lift by Electronic Transfer MT103 /TT, and the
PAYMENT TERMS: Buyer agrees issues SBLC MT-760 Financial Instrument for the value one month of fuel
delivery as Guarantee Payment for the SPA Contract.

INSPECTION: SGS/ Intertek/AmSpec or equivalent from the offices in Rotterdam

FORCE MAJEURE
a. For the purposes of this contract, "force majeure" is defined as any event beyond the reasonable control of the parties,
including but not limited to acts of God, natural disasters (such as storms, f ire, earthquakes, and tidal waves), war, civil unrest,
government emergency orders, strikes, transportation accidents, and any other similar events. The parties agree that the force
majeure provisions published by the International Chamber of Commerce (ICC) shall apply to this contract.
b. Neither the seller nor the buyer shall be held responsible for any failure to perform their obligations under this contract due
to a force majeure event. However, upon the occurrence of a force majeure event, the affected party must notify the other party in
writing within f if teen (15) days by registered mail, providing a certificate of force majeure issued by a competent government
authority at the location of the event as evidence.
c. Should the force majeure event continue for a period exceeding one hundred twenty (120) consecutive days, the parties
agree to enter into friendly negotiations as soon as possible to determine their obligations regarding the continuation of performance
under the terms of this contract.
2. CONTRACT ARBITRATION
a. IF ANY DISPUTE ARISES, THE PARTIES AGREE TO FIRST ATTEMPT TO RESOLVE IT THROUGH AMICABLE
NEGOTIATION. IF THE DISPUTE CANNOT BE RESOLVED, ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH
THIS CONTRACT SHALL BE FINALLY SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION
ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION SHALL TAKE PLACE IN NEW YORK,
USA, AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PREVAILING PARTY SHALL BE ENTITLED TO
RECOVER ITS ARBITRATION FEES FROM THE OTHER PARTY. IT IS AGREED THAT IN THE EVENT OF ANY DISPUTE OR
ARBITRATION, ENGLISH SHALL BE THE GOVERNING LANGUAGE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL
AND BINDING ON BOTH PARTIES.

3. CONFIDENTIALITY
a. BUYER AND SELLER RESPECT THE CONFIDENTIAL NATURE OF THIS AGREEMENT AND AGREE TO MAINTAIN
IN STRICTEST CONFIDENCE THE NAMES OF THE PARTIES WHOSE IDENTITIES MAY BECOME KNOWN TO ONE
ANOTHER THROUGH EITHER THE TENDERING OF DOCUMENTS OR ASSEMBLY OF BANKING OR GOVERNMENT
APPROVALS. THE PARTIES AGREE TO MAINTAIN STRICT CONFIDENTIALITY CONCERNING THE IDENTITIES OF THE
PARTIES DIRECTLY OR INDIRECTLY INVOLVED IN THIS TRANSACTION. BUYER AND SELLER ACCEPT AND AGREE TO
THE PROVISIONS OF THE INTERNATIONAL CHAMBER OF COMMERCE FOR NON-CIRCUMVENTION AND NON-
DISCLOSURE WITH REGARDS TO BUYER AND SELLER BEING INVOLVED IN THIS CONTRACT, ADDITIONS, RENEWALS
AND THIRD- P A R T Y ASSIGNMENTS WITH FULL RECIPROCATION. ALL DATA REMAIN THE PROPERTY OF THE PARTY
WHO HAS BROUGHT THE RESPECTIVE DATA INTO THIS TRANSACTION. ANY OF THE PARTIES BREACHING THIS RULE
WILL BE LIABLE FOR ANY DAMAGES RESULTING FROM SUCH ACTION, REGARDLESS OF WHETHER THEY ARE
COMMITTED DELIBERATELY OR BY NEGLIGENCE. IN CASE OF BREACH OF THE RESPECTIVE RULES EMITTED, THE
INTERNATIONAL CHAMBER OF COMMERCE (ICC) IN LONDON, UNITED KINGDOM WILL BE APPLIED TO.

4. GOVERNING LAW
a. THE CONTRACT WILL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE UNITED NATIONS
CONVENTIONS FOR INTERNATIONAL SALE OF GOODS (UN CONVENTION). IN THE EVENT OF INCONSISTENCY
BETWEEN THIS CONTRACT AND THE PROVISIONS OF THE UN CONVENTION, THIS CONTRACT WILL HAVE PRIORITY
FOR THE PURPOSE OF ARTICLE 39 (THIRTY-NINE), OF THE UN CONVENTION, A REASONABLE PERIOD OF TIME WILL BE
DEEMED TO BE 5 (FIVE) DAYS. THIS CONTRACT SHALL FURTHER BE CONSTRUED IN ACCORDANCE WITH ICC RULES.

5. NON-COMPLIANCE PENALTY
a. BOTH PARTIES ALREADY HAVE AGREED BY MEANS OF THIS CONTRACT TO EXECUTE THE FOLLOWING:

i. THE SELLER WARRANTS TO PAY ALL CHARGES OF LOSS AND DAMAGE INCURRED TO THE BUYER IF THE SELLER
FAILS TO EXECUTE THE LOADING OF GOODS TO THE DESTINATION WITHIN THE SPECIFIED TIME.

ii. THE BUYER WARRANTS TO PAY ALL CHARGES OF LOSS AND DAMAGE INCURRED TO THE SELLER IN CASE HE FAILS
TO MAKE THE BANK GUARANTEE OPERATIONAL AS PER THE PAYMENT TERMS OF THIS AGREEMENT WITHIN THE
SPECIFIED TIME AND ARE UNABLE TO FULFILL THE CONTRACT.

6. NON-CIRCUMVENTION “NCND”
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a. THE PARTIES ACCEPT AND AGREE TO THE PROVISIONS OF THE AMERICAN ARBITRATION ASSOCIATION FOR
NON-CIRCUMVENTION AND NON-DISCLOSURE WITH REGARDS TO ALL PARTIES INVOLVED IN THE TRANSACTION AND
CONTRACT, INCLUDING ADDITIONS, RENEWALS, AND THIRD-PARTY ASSIGNMENTS, WITH FULL RECIPROCATION FOR
A PERIOD OF 5 (FIVE) YEARS FROM THE DATE OF EXECUTION OF THIS CONTRACT. ALL DATA SHALL REMAIN THE
PROPERTY OF THE PARTY WHO HAS BROUGHT THE RESPECTIVE DATA INTO THIS TRANSACTION. IN CASE OF
BREACH OF THE RESPECTIVE RULES, THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION WILL BE APPLIED.
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7. BUYER’S INFORMATION

NAME (REPRESENTED BY) Marc M. Morrow

POSITION CEO

COMPANY NAME Morrow Industries LLC

REGISTRATION NUMBER 801272841

ADDRESS 3431 Rayford Rd, Suite 200

CITY / ZIP Spring TX 77386

COUNTRY USA

BUSINESS TELEPHONE +1 (832) 754-3483

BUSINESS FAX N/A

MOBILE TELEPHONE +1 (832) 754-3483

EMAIL [email protected]

WEBSITE ADDRESS www.morrowindustriesllc.com

8. BUYER’S ISSUING & CONFIRMING BANK INFORMATION

Bank Name Amegy Bank of Texas (ZIONS Bancorporation)

Bank Address 2000 Spring Cypress, Spring Texas 77388

Account Name
Morrow Industries LLC / Marc M. Morrow

Account Number 579 812 0167

Wire Routing Number 113011258

SWIFT Code ZFNBUS55

Bank Officer Edwin Chavarria, VP

713-232-2760
Bank Telephone

Bank Website www.amegybank.com

WE (Morrow Industries LLC) WILL NOT PROCEED WITH ANY/ALL OFFERS UNLESS SUCCESSFUL BUYER
VERIFICATION OF PRODUCT AVAILABILITY OCCURS WITHIN 15 DAYS OF ISSUANCE.
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BUYER AUTHORIZATION

Company Seal and

Name: Marc M. Morrow

Title: CEO

Date: December 1, 2024

Passport:
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Certificate of Incorporation

FREE ON-BOARD TRANSACTION – TANK TO TANK (TTT)

1. Buyer issues an official ICPO with the seller’s procedure, passport copy, banking details
along with their Tank Storage Agreement “TSA”.

2. Seller issues their Commercial Invoice “CI” to the buyer. Buyer signs and returns the
commercial invoice to the seller along with an Acceptance Letter of the sales and purchase
procedure.

3. Seller verifies the buyer’s storage facility and their Tank Storage Agreement (TSA) with the
port authority. (NB. Seller will issue a Tank-to-Tank Injection Agreement (TTIA) to be signed
by all parties only if the buyer’s TSA is engaged, not active or cannot be verified with the local
port authority).
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4. Seller issues all POP documents below to the buyer upon a successful verification and
approval of the buyer TSA or after receiving the TTIA fully signed by all parties:
a. Injection Report
b. Product Passport
c. 24 Hours SGS Report
d. Product Certificate of Origin
e. Tank Storage Receipt (TSR)
f. Auhtorization to sell and collect
g. Unconditional Dip-Test Authorization
h. Product Title Holder Transfer Agreement
i. NCNDA/IMFPA

5. If required buyer may inspect by SGS (Dip Test In Tanks) at buyer’s expense.

6. Upon successful verification of POP or Dip Test in the sellers tank, buyer provides Tank
Storage Receipt (TSR) to seller in order to issue the scheduled Injection Programming (IP) to
be signed by buyer storage facility and then injects the product into buyer’s tanks.

7. Buyer makes the payment for the product via MT103, seller transfers the Title Holder &
Ownership of the product to the Buyer.

8. After successful Trial Lift (First Lift) Seller issues SPA /Contract for 12 months with R&E to
Buyer for processing.

9. Seller pays commissions to all intermediaries involved, for the intial lift and subsequent lifts
according to the signed NCNDA/IMFPA.
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