SALE AND PURCHASE AGREEMENT

This Sale and Purchase Agreement, and all annexes thereto (collectively: the

“Agreement”) is hereby entered into by and between the following parties (the
“Parties”):

Company: NAME OF SELLER

Address: (please insert)
Telephone: (please insert)
Fax: (please insert)
E-Mail: (please insert)

Represented by: Name of Seller’s Signatory, Title: the Seller’s Signatory

(Hereinafter Called: the “Seller”)

- and –

Company: NAME OF BUYER

Address: (please insert)
Telephone: (please insert)
Fax: (please insert)
E-Mail: (please insert)
Represented by: Name of Seller’s Signatory, Title: the Buyer’s Signatory

(Hereinafter Called: the “Buyer”)

Whereas the Buyer hereby confirms that it is ready, willing and able to purchase 100
Kilos of gold bullion in the form of 1 Kg. Bars manufactured to the Good London
Delivery (“GLD”) Standard, within the banking system, and sold under full banking
responsibility of the Seller‟s Bank (the “Product”), under the following terms and
conditions, upon execution of this Agreement; and

Whereas the Seller, with full corporate authority and responsibility, hereby certifies,
represents, and warrants that it can fulfill the requirements of this Agreement and provide
the Product to the Buyer; and

Now, Therefore, the Parties hereby agree and covenant as to honoring the following
terms and conditions of this Agreement and conclude as follows:

Throughout this Agreement, the word “Buyer” shall be deemed to include any and all of the Buyer‟s assigns; the meaning of “Buyer”
herein therefore is always “Buyer with assigns”. This Agreement may be assigned more than once by the Buyer/assigns in order to
meet the terms and conditions of this Agreement as per the agreed Schedule of Deliveries.

I. SUBJECT OF THE AGREEMENT

1.1. The Seller is to sell and the Buyer is to buy the Product, in the quantity of One
Hundred Kilograms, in a single lift as per the attached Schedule of Deliveries (Annex 2),
with possible additional purchases in future, commencing with the transfer/delivery of the
initial lift (the “Initial Lift”) of One Hundred kilograms (100 Kgs).

If this Agreement is amended to include Rolls & Extensions, then any additional Lifts
will be delivered by the Seller to the Buyer as per a schedule to be mutually agreed to by
the Parties, via an Addendum to the present Agreement.

II. CLEAR TITLE AND WARRANTIES

The Seller confirms and warrants that the Product is free and clear of any liens,
encumbrances, or mortgages. The Seller further confirms and warrants that the Product is
not subject to any legal action, nor is it of criminal origin, nor has it been left as a deposit
or collateral for a credit line or a financial instrument.
The Seller warrants with full legal responsibility that: (a) it has the full power, right,
authority, and ability to: (i) execute and perform this Agreement; and (ii) sell and deliver
the Product; (b) it has the full power, authority, and capacity to perform all of its
obligations undertaken as per this Agreement; and (c) the Product does not contain either
mercury or radioactive materials.

The Seller warrants and represents that the Product consists of 1 Kg. bars of gold bullion,
with internationally recognized, LBMA-registered/certified hallmarks, less than number
(X) years old, and that based on the full documentation for the Product it shall tender to
the Buyer as per this Agreement, said Product can be fully transacted on a CASH basis.
The Seller understands that it is the intention of the Buyer to purchase one-hundred
percent (100%) of the Product subject to this

Agreement directly from the Seller

The Buyer warrants with full legal responsibility and that: (a) it is to purchase the
Product with clean and clear funds of non-criminal origin, which are free from any liens,
encumbrances, or mortgages (the “Funds”); (b) it has the full power, right, authority and
ability to execute and perform this Agreement, and to buy and pay for the Product herein-
mentioned; and (c) it has the full power, authority and capacity to perform all of the
Buyer‟s obligations undertaken as per the present Agreement.

Both Parties warrant and represent that all of the provisions of the present
Agreement, the Seller‟s Product, and the Buyer‟s Funds, comply with The Patriot

Act and with all similar and adjacent laws in different countries throughout the world and
with the various international conventions and provisions regarding terror, corruption and
narcotics.
III. SPECIFICATIONS OF THE PRODUCT

Product: Gold Bullion (Aurum Utalium) Metal in GLD Specification Bar Form.

Quantity: One Hundred kilograms (100 Kgs)

Lifts: Number (--) Lifts of varying quantities as per the attached Schedule of Deliveries
(Annex 2), plus possible Rolls & Extensions.

Format: 1 Kg. Bars of Au Metal (1 Kg. = 32.1507425 Fine Troy Ounces).

Fineness/Purity: 999.9/1000 Parts of Pure Gold (GLD Specifications).

Hallmarks: Internationally Recognized Hallmarks (or name of Hallmark), less than

number years old.

Discount: The Product is offered by the Seller to the Buyer with the Net Discount of Five
percent (5%), of the price of gold per ounce as quoted by the London Bullion Market
Association (the “LBMA”) on the date of each respective Lift‟s transfer/delivery to the
Buyer. Consultancy Fees of two percent (2%) shall be paid by the Buyer to the
Consultants (Aasim Arafath Sahi Tipu) responsible for originating this Transaction, as
per the terms of this Agreement and the Irrevocable Master Fee Protection

Agreement (the “IMFPA”) attached hereto as Annex 3.

Delivery: TO BE DISCUSSED

Payment: Clear Funds against Delivery.

Purchase Value: The Purchase Value of each Lift of Product as per this
Agreement (the “Purchase Value”) shall be calculated on the Date of
Transfer/Delivery, in advance of any discounts, as follows:

“The number of Fine Troy Ounces of the Product delivered in each lift, as
established by the Assay Certificate Issued by the Minting Refinery (one kilogram
being 32.1507425 Fine Troy Ounces), multiplied by the Fine Troy Ounce's price
nd
according to the Last Known 2 Fixing of the London Bullion Market Association
(the
“LBMA”) on the Day of Delivery/Invoicing” and displayed by the

LMBA.

In the event that the LBMA is not operating on that scheduled day, the price
calculation used shall be based on the second LBMA fixing of the next market
opening day.”

The Purchase Value of the Product shall be calculated with a precision of one (1) cent
th
{1/100 of one (1) United States Dollar (“USD”)}; the quantity of the Product
 th
shall be calculated with a precision of 0.001 {1/1000 of one (1) Fine Troy Ounce}.

Documents: All of the below-mentioned documents (“A” through “P”) will be issued in
the name of the Buyer‟s final assignee and endorsed by the Seller‟s

Bullion Officer. If one or more of these documents is not present at the time that any Lift
as per this Agreement is transacted, then said missing documents may be supplied to the
Buyer by the Seller at a later date if the Parties agree.

Safe Keeping Receipt;

Commercial Invoices (4 originals);
Certificate(s) of Ownership;
Certificate(s) of Origin;
Bullion Certificate(s);
Assayer's Certificate(s);
Tally Sheet per Bullion Certificate(s);
H. Certified Weight List and Assay describing each Bar;
I. Serial Number on Each Bar;
Insurance Endorsement(s);
Export Certificate(s);

Declaration by Seller/Supplier/Owner Stating that It Has Paid All the Duties, Charges
and Taxes or Levies to the Relevant Authorities in the Country

of Origin and that the Au Metal is Free from any Liens, Taxes, Encumbrances or
Mortgages at Delivery;

Packing List;
Warrant(s)/Certificate(s) of the Product as Being of Non-Criminal Origin, Issued by
Seller/Supplier/Owner.
O. Cash Purchase Receipt

Location of Product: The Product within each Lift is physically located in Name of
Depository Institution, in United Arab Emirates, Dubai

IV. PRICING OF THE PRODUCT AND DISTRIBUTION OF PROCEEDS

The net discount on the Product to the Buyer shall be Five percent (5%) of one-hundred
percent (100%) of the Lift‟s Purchase Value (in USD).

The Buyer warrants that it shall pay for the Lift as per the present Agreement as follows,
compensating each of the parties below directly:
to the Seller: Ninety Three percent (93%) of one-hundred percent (100%) of each Lift's
Purchase Value (in USD); and

to the Seller‟s Mandate Aasim Arafath Sahi Tipu: One (1%) of one-hundred percent
(100%) of This lift as well as future lifts with the same seller

to the Buyer's Mandate Qadeer – Care of Aasim Arafath Sahi Tipu: One percent (1%) of
one-hundred percent (100%) of each Lift‟s Purchase Value (in

USD).

The payment currency under the present Agreement accepted by the Parties is United
States Dollars (“USD”) : the legal currency of the United States of America.

All pricing of the Product on a “per-Lift basis” shall first be calculated in USD.

All Parties may specify to the Buyer that they are to be paid their Consultancy Fees in
currencies other than USD, And in any such cases the Buyer shall make payments as per
current day conversion of payments from USD to the other currency from disbursements
of All parties

V. NO ADDITIONAL CHARGES TO BUYER

The Seller hereby warrants and represents that on the date of transfer/delivery of the
Initial Lift of the Product, and on the dates of transfer/delivery of all subsequent Lifts of
the Product, no additional charges whatsoever related to the previous safekeeping,
transportation, etc. of the subject Product shall accrue to the Buyer.

VI. TITLE OF PROPERTY

The Title of Property of the Product contained in every Lift shall pass from the Seller to
the Buyer as established in Paragraph 12.1. – F of this Agreement, when the payment for
each respective Lift, delivered at the Seller‟s Bank, is performed and confirmed by the
Purchasing Bank, and a Certificate of Product Ownership Transfer is made and signed by
authorized representatives of the Seller and the Buyer.

VII. BINDING AUTHORITY

This Agreement is a full commercial agreement that is “off market”, binding the Parties
hereto, their assigns, and successors, and is signed by the Parties with full authority to do
so, as established in Section II of this Agreement.

VIII. APPLICABLE LAWS AND JURISDICTION

Any legal action or legal proceeding related to the present Agreement shall be
adjudicated under the Laws of the Principality of UAE

IX. NOTICES

Any and all notices required to be given by one Party to the other Party to this Agreement
(“Notices”) shall be in writing and transmitted electronically between the Parties, via the
receiving Party‟s e-mail coordinates contained within this Agreement (or as amended by
assignment).

X. FORCE MAJEURE

The Parties hereto shall not be held liable for any failure to perform under negative
incidents or circumstances beyond their control (“Force Majeur Circumstances”).

Force Majeure Circumstances shall include, but not be limited to: fires, floods,
typhoons/hurricanes, tornadoes, earthquakes, tidal waves, landslides, epidemics of life-
threatening diseases, and civil unrest that may occur, after the Commencement Date of
this Agreement and in advance of any delivery/transfer dates of any Lifts of the Product
as per the attached Schedule of Deliveries (Annex 2).

XI. CONFORMITY WITH INTERNATIONAL REGULATIONS

The Seller and the Buyer declare that the origin of the Product, and the Funds used for
purchasing the Product, does not contravene any of the following laws or any other
national or international conventions regarding illegal or criminal activity:
The Drug Trafficking Act of 1986;
The Criminal Act of 1988;
The Prevention of Terrorism (Temporary Provisions) Act of 1989;
The Criminal Justice (International Cooperation) Act of 1990;
The Criminal Justice Act of 1993;
The Trade Secret Act of 1979;
Economic Espionage Act of 1993 (18 U.S.C. 1839 -3);

The Anti-Terrorism Act and the Patriot Act I and II (2003 and latest revision); and
XII. TRANSACTION PROCEDURE

The Buyer and the Seller hereby agree to and fully accept the following procedure for the
execution of the Transaction by both Parties (the “Procedure”), including the assignment
of this Agreement by the Buyer to the ultimate Buyer: a Top World
Bank referred to herein as the “Purchasing Bank”:

24 January 2018: By this date, THE BUYER, shall have conveyed a message to the
Seller‟s Mandate Ehteshamuddin Mohammed, via Aasim Arafath Sahi Tipu (Buyer‟s
facilitator), a statement that (Adam Ahmed) and its Assigns are to transact the Initial Lift
of One Hundred Kilos of Gold. The Seller/Seller‟s Banker shall have Completed the
purchase with payment as agreed mutually on or before
25 January 2018: The Buyer and the Seller hereby execute this Agreement

electronically, which electronic execution shall be legally binding on the Parties as per
Section XIV below.

25 January 2018: The Coordinating parties (Aasim, Ehtesham and Qadeer) will confirm
that the Seller is to deliver the Product to the Buyer as per the terms of this Agreement
(citing the Transaction Codes given hereinabove). The appointment call referenced in
Paragraph “D” below will be scheduled by the Coordinators with the Seller‟s Bullion
Officer via the establishment of an mutually agreed appointment window.

25 January 2018: All Parties will meet and validate the product and sign the “Product
acceptance document” upon satisfaction.

25 January 2018 (the first “Transaction Date”): Buyers mandate assigns its role in this
Agreement with cash payment/Bank transfer, and a copy of the assignment paperwork is
forded electronically to the Seller. The sale and purchase of the Initial Lift of One
Hundred Kilos of Product then is closed, on a

“payment-against-delivery” basis, as per the Delivery Date given for said Lift in the
Schedule of Deliveries (Annex 2) of this Agreement. All Consultancy Fees as given in
the IMFPA (Annex 3 hereto) will be paid simultaneously of each Lift. The remaining
Lifts as per the
Schedule of Deliveries (Annex 2 hereto), and any additional Lifts agreed to by the Parties
via Rolls & Extensions to this Agreement (via the execution of a
written Addendum hereto), shall be transacted directly between the Seller‟s Bullion Officer
and the Purchasing Party’s Transaction Officer.

XIII. SPECIAL TERMS

The present Agreement is signed as a result of the work performed by the third parties named
in the IMFPA (Annex 3 to this Agreement), their rights being defended by the terms of said
Agreement and the IMFPA.

This Agreement is made in the English Language.

This Agreement has eight (8) pages only, plus the additional passport copies and other
required information appended as annexes to be added later.