BULK SALES TRADING AGREEMENT

THIS BULK SALES TRADING AGREEMENT, made this 25 day of june, 2022,
(the “Agreement”) is by and between

………………………………. a limited liability Company duly registered under the Laws

of the Federal Republic of Nigeria and having its address at ………………… , Lagos
(hereinafter referred to as “The Purchaser” which expression shall where the context so
admits includes its successors-in-title and assigns) of the One Part.

AND

………………………………………. a limited liability Company duly registered under

the Laws of the Federal Republic of Nigeria and having its address at
……………………….., Lagos (hereinafter referred to as “The Institution” which
expression shall where the context so admits includes its successors-in-title and assigns) of
the Other Part and

WHEREAS the Purchaser entered into a Bulk Purchase Agreement dated 16 th

December 2021 which expires on 16th December 2023 with the Petroleum Product
Marketing Company (PPMC) and have been granted the license to operate as an
Independent Marketer.

WHEREAS the Institution desires to enter a form of bulk trading with the
Purchaser by using its operational license granted by the PPMC to buy products and selling
the products on its behalf.

WHEREAS parties have agreed to enter this strategic alliance pursuant to which
Purchaser have agreed to trade on behalf of the Institution using its license and therefore
set forth the terms and conditions to which such offers will be made and may be accepted.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the mutual
covenants and obligations herein contained, the parties hereto agree as follows:

1. Agreement to Purchase and Sale. The Purchaser agrees to purchase and trade on
behalf of the Institution and the Institution agrees to the Purchaser purchasing and
trading on its behalf, the product, or products (collectively the “product”, and each
individually a “product”) in accordance with the terms and provisions of this
Agreement. Purchasers’s obligations under this Agreement are expressly conditioned
upon Institution satisfying Purchaser’s credit and other financial requirements.

2. Terms of Payment
Institution shall pay the trading Price of N120M to Purchaser in Naira on or before
the …27…. day of July, 2022 via wire transfer to the bank account as designated by
Purchaser.

3. Price and Payment. Purchaser agrees to pay Institution at the determination of each
trade, the sum of N3M Naira only being the profit for all Products traded with the
 trading price under this Agreement. Payment shall be made within 7days after every
trade. The trading price shall be rolled over and used for the purchase of a new product for
trading.

4. Volume Requirements:
In each calendar month during the Term, Purchaser agrees to purchase and trade for
the Institution, and the Institution agrees to trade on, at least 18 trucks of 45,000.00
Litres each of the product (the “Volume Range”) of the ratable monthly bulk volume
(the “Monthly Volume”), of what is to be allocated to the Purchaser. The volume of
Product to be traded on will be determined solely by the amount set forth on Terms of
payment which may be updated by mutual agreement of the Parties.
5. Underlifting & Overlifting. In addition to any other rights that Institution may have
under this Agreement as a result of Purchaser’s failure to purchase Products within
the Volume Range:
a. If Purchaser fails to purchase the Monthly Volume of the Product at a given
Delivery Point, at Purchaser’s sole discretion, upon written notice to the Institution
(the “Underlift Notice”), Purchaser may reduce the Monthly Volume thereafter
required to be traded (the “Adjusted Monthly Volume”), which amount will be stated
in the Underlift Notice.
b. If Purchaser intends to purchase more than required Monthly Volume for the
Product at a given month (a “Lifting Month”), Purchaser, by delivering a written
notice to the Institution (the “Overlift Notice”), may, but is not required to, impose an
additional per truck charge (the “Overlift Charge”), on Product purchased more than
the Lifting Month’s Monthly Volume (the “Overlifted Volume”).
6. Shipping.

a) Risk of Loss. The Purchaser bears responsibility for the trading, including
responsibility for the risk of loss of or damage to the trading, until such time as
the trading sum arrives at the Institution. Additionally, the Purchaser is
responsible for the purchase of private insurance in connection with the trading.

7. Warranties and Indemnifications.

a) Warranty of Title. The Purchaser represents and warrants that the Purchaser is
the true and lawful owner of the operational license conveyed in this agreement
and has full power to buy in bulk, and the title so conveyed is free, clear, and
unencumbered.

b) Authority to Sign Agreement. The Purchaser hereby warrants it has the authority
necessary to sign this agreement.

c) Purchaser Indemnification. The Purchaser agrees to indemnify and save harmless

the Institution from and against all claims, lawsuits, actions, damages, loss, costs
and expenses (including attorneys’ fees), and demands, by third parties, that in any
manner result from the Purchaser’s breach of the Purchaser’s warranties and
undertakings in this agreement. This indemnification binds the successors-in title
 and assigns of the Purchaser.

8. Publicity. Purchaser shall obtain prior written approval from the Institution prior to
using the Institution’s trademarks or trade names, images, or holdings (collectively,
“Proprietary Marks”). This applies to all uses regardless of whether on the web, in
print, or in any other media. Once approved, similar uses in the same context and
format will not require additional approval.

9. Notice. All notices required to be given hereunder shall be in writing and sent by
courier to the respective addresses of the parties. Notice is effective when given.

10. Miscellaneous.

a) Nature of Relationship. Nothing in this agreement is intended or is to be deemed to

create a partnership or joint venture between the Institution and the Purchaser.

b) No waiver. No waiver or modification of any of the terms of this agreement will be

valid unless in writing. No waiver by either party of a breach hereof or default
hereunder will be deemed a waiver by such party of any subsequent breach or
default.

c) Severability. If any term, covenant, or provision of this agreement is determined to

be invalid or unenforceable, the invalidity or unenforceability thereof will not affect
the remaining provisions of this agreement, which will nevertheless remain in full
force and effect.

d) Force Majeure. Performance by either party under this agreement is excused during
the period such performance is prevented or delayed by government restrictions
(whether with or without valid jurisdiction), war or warlike activity, insurrection or
civil disorder, or any other causes similar or dissimilar to the foregoing that are
beyond the control of either party and are not foreseeable at the time the agreement
is executed.

e) Captions. Any captions or headings to the sections of this agreement are solely for
the convenience of the parties hereto, are not part of this agreement, and are not to be
used for the interpretation or determination of the validity hereof.

f) Counterparts. This agreement may be executed in counterparts and either party

hereto may execute any such counterpart, each of which when executed and
delivered will be deemed to be an original and all which counterparts taken together
will constitute one and the same instrument.

g) Assignment. Neither party hereto may assign this agreement without the written
consent of the other, such consent not to be unreasonably withheld.

h) Entire Agreement. This agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all pre-existing
agreements and understandings between them with respect thereto.
 i) Choice of Law and Venue. This agreement is to be governed for all purposes by, and
construed in accordance with the law of the Federal Republic of Nigeria

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by and
through their duly authorized representatives.

The common seal of the within named ……………………………. was affixed in the
presence of
………
………………………… ……………………………………
DIRECTOR SECRETARY

The common seal of the within named ………………………… was affixed in the presence
of
………
………………………… ……………………………………
DIRECTOR SECRETARY