SALE & PURCHASE CONTRACT

SUPPLY OF CAMBODIA CONSTRUCTION SAND

(Contract Reference: NVS/SG SAND/0032021)

This Sale and Purchase Agreement (hereinafter referred to as the "Agreement")

is entered into on the 3th day of Feb 2022.

Between

Navy Sand Company Limited - The Seller.

Address: Hamlet 3, Vinh Xuong Commune, An Giang Province, S.Rof S.R of Vietnam.
Tel: Fax:
Represented by: Ms. Nguyen Thi Hoa Position: Managing Director.

(hereinafter referred to as "NAVY SAND” which shall include its successors-in-title

and permitted assigns)
And

SG Sand Supply Pte. Ltd. - The Buyer.

Address: 3 Kallang Place, #04-01/02, Singapore 339159.
Tel: +65-6291 9113 Fax: +65-6291 9115
Represented by: Mr. Quek Ser Song Position: Director

(hereinafter referred to individually as "SG SAND" or "Party" and jointly as "Parties"

in this Agreement).

WHEREAS

NAVY SAND shall complete all procedures to have all relevant documents and
permits extended in S.R of Vietnam and apply for temporary import and re
export Cambodian construction sand in safe ports of S.R of Vietnam and shall
supply sand to SG SAND on FOB or C&F vessels basis.
• NAVY SAND is desirous of purchasing construction sand from Cambodia for
re-export to Singapore for SG SAND's clients in Singapore (hereinafter referred
to as the "Clients

NAVY SAND is desirous of selling construction sand to SG SAND and SG

SAND is desirous of purchasing the same from NAVY SAND, subject to and in
accordance with the mutually agreed terms and conditions as hereinafter
appearing

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. Price of Construction sand

1.1 NAVY SAND hereby agrees to sell and SG SAND agrees to purchase the
construction sand (hereinafter referred to as the "Sand") at the price of US$
 13 (USD Thirteen dollars) per metric ton (M/T) FOB Vessel.
1.2 The agreed price shall include all costs in connection with all of NAVY
SAND's responsibilities described herein and other duties necessary to
enable SG SAND to perform its obligations under the Agreement. These
costs shall include all concession and royalty fees, custom and port authority
clearances, all necessary taxes, charges and/or fees, goods, services or sales
taxes, duties and levies to be paid to the relevant authorities etc., quality
control expenditures and draft weight surveys by third parties in S.R of
Vietnam

1.3 All sand taxes, levies and/or royalty shall be paid for by the Seller - NAVY
SAND

1.4 In case the sand is rejected by the Singapore Buyer - SG SAND's clients in
Singapore due to quality reasons (the sand quality as the stated in clause 2.1
below), no consideration will be paid to the Seller - NAVY SAND. Any
amount paid upon completion of loading at the load port based on survey
report has to be refunded to the Buyer - SG SAND or deduct from the next
vessel loading by the Seller - NAVY SAND.

1.5 The sand price in this contract shall be fixed for the period of Five (5) years
from the date of this agreement.
1.6
Agency fees: Agency fees and all port charges relating to loading vessels at
load port shall be paid by SG SAND.

2. Quantity and Duration for Supply

2.1
The sand quality must meet the Specification as follows (Land Fill; fine
sand):
Natural sand.

- Angle of shearing resistance: at least 30 degree corresponding to a relative

density of 30%
- Combined muds and impurities content: not more than 15%.
Shall not contain peat or other unsuitable organic materials.

2.2
NAVY SAND shall sell and SG SAND shall purchase, take delivery of and
make payment for the Sand over a period of Five (5) years from the date of
this Agreement
2.3
Quantity: Minimum Six Million Cubic Meters (6,000,000 CBM) per year.
2.4
Should operations for the stevedoring and loading of the sand be interrupted
by unfavorable weather conditions or other unforeseen circumstances, the
Parties shall mutually agree to extend the duration of the Agreement
accordingly.

2.5
SG SAND shall have the option to purchase and take delivery of further
quantities of sand subject to negotiation between Parties on a mutually agreed
contract price and duration.

3. Deposit and termsof Payment

3.1 Deposit: After signing of this agreement and with all relevant and necessary
valid permits and documents obtained from the relevant authorities in S. of
Vietnam been validated and accepted by SG SAND clients (JTC, MPA or
HDB and etc..) SG SAND shall within Fifteen (15) working days make a
deposit of US$ 750,000 (Seven hundred and fifty thousand US dollars) in the
form of Banker's Guarantee (BG) in favor of NAVY SAND.

The BG shall be valid continuously within 05 (five) years or any extension

required by both Parties.

NAVY SAND shall have the right to claim all or part of BG amount without
SG SAND's approval in the following cases:
• SG SAND fails to make payment for each shipment within two (2) weeks CONG
from the invoice's issuing date by NAVY SAND. TNF
NAVY:
SG SAND fails to take delivery of Five hundred thousand metric ton
(500,000M/T) per month (SG SAND must take delivery at least * CHÂU
500,000M/T per month).

SG SAND fails to take delivery within one (1) month from Effective Date
of the Contract

3.2 Operating schedule: Shipment to begin immediately once Singapore JTC,

MPA or HDB gives SG SAND approval (responsibility - "SG SAND") and
all relevant documents and permits in S.R of Vietnam are extended
(responsibility - "NAVY SAND"). Upon receiving SG SAND'S clients'
written approval of the contracted sand concession, NAVY SAND will take
no more than one month to begin delivery the first shipment to SG SAND.
3.3 Loading rate: At Twenty Thousand metric ton (20,000M/T) per Weather
Working Day (PWWD), Sunday & Holidays Included (SHINC) with four
(4) serviceable cranes on mother vessel fully operating. It is agreed upon that
for the first 3 vessels the loading rate is at Ten Thousand metric ton
(10,000M/T) per day

3.4 Demurrage: After lay days allowed, the Demurrage charges shall be Seven
Thousand US dollars (US$ 7,000) per day to be paid by the Seller - NAVY
SAND

3.5 Payment: Payment will be made in United State Dollars (US$).

3.6 Payment terms: Payment will be made on per shipment basis via
Telegraphic Transfer (T/T), within Five (5) banking days after receiving the
B/L and invoice of each shipment from NAVY SAND.

3.6.1 Within Five (5) banking days upon receiving the BL and Survey report on
quantity loaded from NAVY SAND, if SG SAND fail to T/T payment to
NAVY SAND as stated in clause 3.6, NAVY SAND will have the right to
 stop the next vessel loading until NAVY SAND is paid for previous vessel
and the demurrage (if any) for this particular vessel is not the responsibility
of NAVY SAND.

4. Measurement of Quantity of Sand

4.1 The measurement of the quantity of Sand supplied for the purpose of
payment by SG SAND to NAVY SAND shall be based on the final quantity
of the shipment of sand loaded on board the vessel(s), to be inspected and
determined by an independent surveyor, the appointment of which shall be
subject to SG SAND's approval. The approval of which shall not be
unreasonably withheld. The fees and charges for the independent surveyor
shall be borne by the supplier, NAVY SAND.
4.2
For each shipment, the quantity is on More or Less on Owner's option
(MOLOO) terms.

5. Parties' Responsibilities

5.1
NAVY SAND's responsibilities: NAVY SAND shall agree to observe and
comply with all obligations on its part as hereinafter stipulated in this
Agreement.

a. Permits, Approvals and Clearances

NAVY SAND shall ensure all permits, approvals and clearances will be
obtained and shall ensure the continuing validity of the documents
throughout the duration of this Agreement and shall warrant and
undertake not to do anything to cause the cancellation, revocation and/or
withdrawal of the said permit(s), license(s) or approval(s).

b. Security of SG SAND's Personnel and Vessels

NAVY SAND shall ensure the security of SG SAND's personnel and
vessels deployed at the loading ports.

5.2 SG SAND's Responsibilities: SG SAND shall agree to observe and

comply with all obligations on its part as hereinafter stipulated in this
Agreement.

a. Charges and Fees

Agency fees, port customs fees, clearance fees in connection with all cost
of ship/vessels.

b. Marine Insurance
SG SAND shall provide marine insurance at its own cost.

c. Scheduling of Shipments
SG SAND shall arrange the schedule of the shipments and inform NAVY
SAND of each shipment schedule at least Three (3) days before the
shipment date.

6. Confidentiality

Both parties shall, during the term of this Agreement and after its termination, agree
 to keep this Agreement confidential between the Parties herein and shall conduct and
maintain this Agreement in a professional business-like manner and shall not disclose
or attempt to disclose to any third party in respect of this Agreement, save as for
matters which may reasonably be required in connection with the undertaking of the
activities by the Parties as contemplated herein.

7. Assignment

Neither Party shall assign or transfer its rights or obligations under this Agreement
without the prior written consent of the other Party, which consent shall not be
unreasonably withheld.

8. Entire Agreement

8.1 The Agreement herein contains the whole agreement between the Parties hereto and
supersedes and cancels all previous letters, emails and correspondences and
discussions between the Parties in respect of matters contained in the Agreement
whether written or oral and no variation amendments to or modifications of this -

Agreement shall be effective unless made in writing, agreed and signed by the Parties
hereto.
Sale

8.2 Appendices and Schedules annexed hereto shall be read and construed as an integral LAN
part of this Agreement.
8.3 The Effective Date of Contract shall be the Banker's Guarantee date.

9. Termination of Agreement:

This Agreement shall be terminated on the occurrence of any of the following events:
a. 5 years from the date of this "Agreement” or the length of this supply contract; or
b. By mutual agreement in writing by the Parties, by giving to the other party prior
written notice of Fourteen (14) working days of its intention to terminate this
Agreement; or
c. Occurrence of event of Force Majeure; or
d. Breach of this Agreement by any Party.

10. Force Majeure:

a. In the event that the performance of the obligations of the Parties under this Agreement
is affected by Force Majeure, the affected Party shall immediately notify the other
Party in writing of the occurrence of the event of Force Majeure and the extent of
which its inability to discharge its obligations is affected by such event of Force
Majeure.

b. The affected Party shall, within 7 days of the occurrence of the event of Force Majeure,
inform the other Party the period of such suspension or non-performance. If such
period extends for a period of up to thirty (30) days, the duration of the Agreement
shall be extended accordingly.

c. If the affected period extends beyond thirty (30) days from the date of occurrence of
the event of Force Majeure, the Parties shall endeavor to agree to any modification to
this Agreement which may be equitable having regard the nature of the event of Force
Majeure.
 d. If the Parties fail to reach an agreement on any modification to this Agreement herein
within 45 days from the date of occurrence of the event of Force Majeure, either Party
may terminate this Agreement at any time thereafter by written notice to the other
Party

11. Law Governing Agreement;

a. All disputes arising out of or in connection with this Agreement shall first be settled
amicably. Should no settlement be reached, the dispute shall then be submitted to
arbitration in Singapore. The proceedings shall be conducted in English language and
English law and the place of arbitration shallbe Singapore.
b. This Agreement shall be governed by and construed in accordance with the laws of
Singapore.

12. Time:

Time shall be of the essence herein.

This contract is made in Four (4) copies, each party keeps Two (2) copies and valid from the date
of signing.

Signed for and on behalf of "Party A"

S.D.N.160212000
CÔNG TY
INHH
NAVY SAND

Nguyễn Ghịđa
TÂNCHÂU UNIOR
Name: Company Stamp
Witness for Party "A" by:

Name:
Passport No:
Signed for and on behalf of "Party B"

Sot dans

Witness for Party "B" by: Song Company Stamp

tud
Name: ANG BOCK HWEF
1268
Passport No:
S6825404-4
GIANG