SBLC Euro 155 Roll and Extention To 650M Million

This Joint Venture Assets Management
Project Financing Agreement
Between
INTERCONTINENTAL RESOURCES LP
AND
.................................
TRANSACTION CODE: ICR/KSM/JV/01032024
Date: …………. March 2024
Party A’s initials Page 1 of 27 Party B’s initials
TRANSACTION CODE: ICR/JV/01032024

PARTY A CODE :
This Joint Venture Assets Management Project Financing Agreement (hereinafter called the
“Agreement”) to utilize the Standby Letter of Credit for Non-Recourse Assets
Management Profit/ Loan for the development of humanitarian projects, made between
“Standby Letter of Credit” Collateral Provider” and “Assets Management Project Financier
and Project Administrator/Consultant“ is hereby signed on ………. March 2024
Intercontinental Resources LP with address at 5307 Victoria drive #487, Vancouver, BC

V5P3V represented by Stavros Axiotis holder of Australia Passport No.: PA4416212
(Authorized Signature) hereinafter called as “Standby Letter of Credit Collateral Provider”/
“Party A”) .
And
................................. with address at NO 7219 Columbia Pike Annandale VA USA,

represented by …………………….. holder of ……… Passport Number ……………. do herby confirm
with full corporate responsibility and under penalty of perjury that we are ready, willing
and able to facilitate a Non Recourse hereinafter known as Party B
Each of Party A and Party B shall be referred to as a “Party” and collectively as the “Parties”
herein under.
NOW IT IS HEREBY AGREED BY BOTH PARTIES AS FOLLOWS :
In consideration for the Project Loan/LTV of Bank Instrument Project Financing Service/
Consulting Agreement for the Total Contract Amount of EURO One Hundred Fifty Five
Million (€155,000,000.00) (hereinafter referred in the form of Standby Letter of Credit
(hereinafter referred to as “SBLC”) in following the guidelines of ICC Banking Rules of which
the both Parties hereby agree to co-operate on a joint-basis in obtaining financing for
the bank instruments and acknowledgement by and between both Parties of their
responsibilities as follows:-
Party A agrees to provide the SBLC to Party B’s nominated company’s (hereinafter referred
to as “Funder”) designated bank for processing the financing aspects in accordance to the
following details.

1. BANK INSTRUMENTS PARTICULARS :
TRANSACTION CODE:
Instruments : Standby Letter of Credit, Fully Cash-Backed (ICC 600) Age
: FC/Season
Term : One (1) Year and One (1) Day
Issuing Bank : Commerzbank Germany
First Tranche : EURO One Hundred Fifty Five Million (€155,000,000.00) Next
Tranches : EURO 155M, 150M,150M,190M (With Roll and Extension)
Total Contract : Six Hundred and Fifty Million ((€650,000,000.000)
Non-Recourse Loan : Loan-To-Value (LTV) is indicated to be Sixty Eight (68%) Per cent
of Standby Letter of Credit Face Value, subject to confirmation by the Funder after the
receipt of the RWA delivered to the Party B’s bank via SWIFT MT799 from Party A’s bank.
After one year and one day, SBLC Provider and Funder is not required to refund the Sixty
Eight (68%) Per cent Face Value of SBLC the amount of as this is Non-Recourse Loan
Special terms so LTV Sixty Eight (68%) Per cent and the SBLC is returned and not claimed.
Payment Mode : By Swift MT-799 ICBPO/MT-103

Delivery : By Swift MT-760 followed by Email copy of SWIFT to Funder.
1. CLOSING PROCEDURES
2.1 The Parties shall complete and duly sign this JV Agreement, together with Enlarged
A4 Color Copy of Signatory Passport, with full details of the issuing and receiving bank co-
ordinates and appendix documents.
2.2 Upon completion of due diligence, Party B signs this JV Agreement/Contract and
complete with full details of banking coordinates and returns it to the Party A and
thereafter it shall then become a formal legally binding contract between both Parties.
2.3 Upon signing of the JV Agreement by Electronic Signing , Party A comes to Singapore
for signing of the JV contract Hard copy with Party B and also to open a Joint Signatory
Bank account.
2.5 Upon execution of the agreement, Party A shall cause his bank to send via SWIFT MT-
199/799 the “PRE-ADVICE" of the Standby Letter of Credit as per APPENDIX “A” to
Party B Bank.

2.6 Upon receipt of the PRE-ADVICE of the Standby Letter of Credit, Party B’s Bank shall
reply via SWIFT MT-199/799 as per APPENDIX “B” to the Issuing Bank confirming that
they have a Line of Credit and can make payment
2.7 Upon verification and authentication of the SWIFT MT-799, Party A shall within three
(3) banking days send the Standby Letter of Credit via SWIFT MT760 as per APPENDIX ”C”
to Party B’s Funder’s Bank.
2.8 Party B’s Funder’s Bank, upon confirmation of the SWIFT MT760 of the Standby
Letter of Credit, Seven to Ten (7-10) working days, shall remit Sixty Eight (68%) Per cent
of the Face Value of the Standby Letter of Credit amounting to EURO One Hundred Five
Million and Four Hundred Thousand (€105,400,000.00) via SWIFT MT-103 to the Joint
Signatory Bank. Upon the receipt of the said amount, within two (2) banking days, both
Parties irrevocably and unconditionally shall accept, confirm and commence the
payments as follows :
A. Thirty Three (33%) per-cent of the Face Value of the SBLC of the amount of EURO
Fifty One Million Five Hundred Fifty Thousand (€51,550,000.00) will be paid to
Party A
....................... designated bank account.
B. Thirty Three (33%) per-cent of the Face Value of the SBLC of the amount of EURO
Fifty One Million Five Hundred Fifty Thousand (€51,550,000.00) will be paid to
...........................................Party B.
C. Party A’s Side Intermediaries will receive the Commission Fee of One percent (1%) per-
cent of the Face-Value (FV) of the SBLC) of the amount of EURO One Million Five
Hundred Fifty Thousand (€1,550,000.00) will be credited to GROENEVELD FINANCIEEL EN
FISCAAL ADVIES BV.designated bank account .
D. Party B’s Side Intermediaries will receive the Commission Fee of One percent (1%) per-
cent of the Face Value of the SBLC of the amount of EURO One Million Five Hundred
Fifty Thousand (€1,550,000.00) will be credited to Mr Mohd Hasan Bin Yop Abdul
Rahman designated bank account designated bank account.
2.9. Within ten (10) banking days from the date of releasing the payment of the amount
of EURO One Hundred Five Million and Four Hundred Thousand (€105,400,000.00). The
Hard copies of the Bank Instrument shall be delivered to Party B via bank e-mail bank to
bank within Seven (7) banking days. Party B Funder shall return the BANK INSTRUMENT

unencumbered without liens Fifteen (15) days before maturity. The Second Tranche and
thereafter will be straight MT760 and the payment will be based on Sixty Eight (68)
percent of face value for break down of 32%+32%+ 2%+2% payout.
2.10. Any unauthorized calls by any Party or its representative lawyers to probes or
communication in an improper way to bank(s) in this transaction shall be prohibited and
contract terminated.
2.11. Both Parties agree and warrant that each of the Parties shall assume its own
responsibility and ensure its own authenticity, and shall perform the terms and
conditions according to the Agreement. All consultants, agents and intermediaries have
not and will not bear any responsibility of the breach of contract, perjury, repayments,
penalty, recourse, and associated with responsibility.
3. SPECIAL CONDITIONS
This Joint Venture Project Financing Service/ Provision Agreement‘s Special Conditions.
3.1 Party A” as collateral provider is fully responsibility and liability irrevocably confirm
that must be pay for the Irrevocable Master Fee Protection Intermediary Fee according to
this IMFPA.
3.2 Both Parties agree that Party B shall be responsible to ensure that under the JV
Agreement and the Non-Recourse Loan Agreement to be signed with Party B .
3.3 The STANDBY LETTER OF CREDIT provider must provide all the mutually agreed to
documents required by the funder. If this is not possible, the contract will be
automatically canceled.

3.4 Both Parties agree that Party A and Party B is not required to repay the Sixty Eight
(68%) Per Cent of the STANDBY LETTER OF CREDIT Face Value under the Non-Recourse
Loan Principal Amount to Party A at all times throughout the validity of this JV
Agreement. Both Parties agree to equally bear the cost of the SBLC Provider finalization
cost and Party B agrees that it cannot claim against Party A and Party A shall not be liable
to repay the Sixty Eight (68%) Per Cent of the STANDBY LETTER OF CREDIT face value to
Party B as it is a Joint Venture Asset Management Project Financing Agreement.
3,5 Unauthorized bank calls, probes or communications, or an improper solicitation or

disclosure involving any of the banks concerned in this transaction will result in
immediate cancellation of this transaction and subject the violating Party to damages.
3.66, Both Parties shall ensure that copies of SWIFT issued by the respective Issuing Bank
and Funder’s Receiving Bank shall be copied to both Parties.
3.7 Both Parties bank between M/s …………………… Corporation’s funder bank and
provider’s bank will not communicate direct, any swift messages issue or verify and
authenticate the instrument and communicate must be through advising bank only.
4. Non-Recourse Investment/ Loan’s Special Conditions (between Party A and Party B’s
Nominated Financier company)
4,1 The Provider is not required to repay the Sixty Eight (68%) per-cent of the Standby
Letter of Credit instrument face value the amount of EURO One Hundred Five Million
Four Hundred Thousand (€105,400,000.00) or Funder can’t claim to Provider and Provider
can’t repay back loan as it is a Non-Recourse Loan terms and conditions
4.2 Funder must return Standby Letter of Credit no less than Two (2) weeks before
maturity date according to this Non-Recourse Loan It is mutually agreed by both parties

5. BANKING COORDINATES
Party A’s SBLC issuing Bank Coordinate for delivering SBLC of MT799, MT-760 .
Bank Name Commerzbank Germany

Bank Address PANORAM STRASSE 1, 10178 BERLIN, GERMANY
Account Name TBA

Account Number TBA
SWIFT Code COBADEBB120
Bank Tel 030 247513 Fax 030 2451 444
Bank Officer TBA
Bank Email TBA
Party B’s Bank Coordinates To Receive the MT799 & MT760
Bank Name
Bank Address
Account Name
Account Number
SWIFT Code
Bank Tel
Bank Officer
Bank Email
6. OTHER CONDITIONNCND (Non-Circumvention/Non-Disclosure)

Both Parties herein agree that the non-circumvention / non-disclosure rules of all
guidelines from ICC, and the latest edition shall apply to the transaction for a period of
(5) Five years from the date of execution of this Agreement by the undersigned, his / her
assigns, agents, and / or heirs. The NCND provisions also apply to any and all other
transactions direct or indirect. Regarding this transaction and its possible extension and
roll over, each Party and their respective intermediaries warrant not to reveal the
Banking Coordinates, provided herein, to any individual or institution other than those
Banking Officers necessary for completion of this transaction.

7. CONFIDENTIALITY
The terms of this Agreement and all other information or knowledge flowing from,
negotiations, discussion antecedent as well as at any time subsequent to this execution
shall be kept strictly confidential hereon by the Parties. Neither Party shall use any
information received from the other or otherwise any information obtained from or
arising out of their participation under this Agreement to assist any third party to
compete or act in any manner detrimental to the other Party.
8. ARBITRATION
In case of dispute, both Parties shall accept the verdict of the Arbitrage Committee of the
International Chamber of Commerce, Paris. This Agreement is governed by and construed
in accordance with laws of the Country. Therefore all legal communications shall be in
the English Language.
9. JURISDICTION AND GOVERNING LAW
The terms herein are interpreted in accordance to the International Chamber of
Commerce (ICC), Uniform Customs and Practice rules, and governed under the laws of
the country.
In the event of any dispute, controversy or claim arising out of or in connection with this
Agreement or alleged breach thereof which is not settled by the Parties hereto, the same
shall be settled by arbitration in accordance with the receiver Country and the Parties
hereto agree to use their best endeavors to facilitate such arbitration and thereby
conclusively agree to accept the decision of such arbitrators as final and binding.
10. TAXES AND INSTITUTIONAL COSTS

All Parties individually and separately accept liability for taxes, imposts, levies, duties,
charges and any institutional costs that can be applicable in the execution of their
respective roles.
11. FORCE MAJEURE

The Parties to this Agreement shall not be considered in default on the execution of their
respective obligations herein imposed upon them, as long as such execution is delayed
withheld or retained due to Force Majeure. Force Majeure shall include all acts beyond
the control of the Parties, which they could not have reasonably foreseen and against
which they could not defend themselves. Force Majeure includes without limitations, all
acts of God, strikes, partial or total work stoppages, lockouts, fire, riot, terrorism acts,
civil commotion, intervention by the civil or military authorities, the respect of all laws,
bylaws or orders of all government authorities as well as acts of war (declared or not).

12. DELIVERY OF DOCUMENTS
A copy of this JV Agreement or any other document executed and/or signed by any of the
Parties hereto and sent to another Party hereto by facsimile transmission or electronic
mail carries the full force and effect as if it were hand delivered provided that the
facsimile or electronic mail copy bears the sending Party’s Transmitting Terminal
Identifier (TTI) or Route of hosting and the date and time which was placed thereon
electronically by the Transmitter.
13. EFFECTIVENESS AND PERIOD

This JV Agreement has effectiveness immediately with the signatures of the both Parties.
This Agreement shall be null and void without any notification between the Parties
unless the SBLC is issued within 30 days from the date of this Agreement is made. In case
of the both Parties’ consent, this period can be extended.
14. USE OF FUNDS

Both Parties have agreed the cash funds obtained from the proceeds of the Non-
Recourse Loan are strictly prohibited from using to purchase any weapons, military
equipment and/or for political or inhuman activities.
15. LANGUAGE
This Agreement shall be duly executed and interpreted in English.
16. COUNTERPARTS
This Agreement can be executed in counterparts, each of which shall be deemed an
original but all of which shall constitute as one and the same instrument.
17. MODIFICATION
Any and all modifications of this Agreement shall be made in writing and must be
executed by all Parties as a condition precedent to implementation of such a
modification.
18. NOTICES
Any notice to be given hereunder by either Party to the other shall be in writing and
delivered by Facsimile Transmissions or E-mail of the respective party as provided.
The Bank Coordinates of both Parties can be changed before three (3) banking days
preceding to issuing MT-799, MT-760, for Non-Recourse Loan by Party B.

19. SIGNING AUTHORITY
Both Parties warrant and undertake with full corporate and legal responsibility under the
penalty of perjury that each Party is fully empowered legally qualified and duly
authorized to execute and implement this JV Agreement.
20. UNAUTHORIZED COMMUNICATION

Except with prior written consent, there shall be STRICTLY no unauthorized
communication made to either Party's respective banks and/or bank officers. Such
unauthorized communication shall be subject to a cease and desist order by the
aggrieved Party.
21. GOOD FAITH

The Parties hereby recognize that it is impracticable to make provisions for every
contingency that can arise. Accordingly, the Parties hereby declare their intention that
this Agreement shall operate between them with fairness and without detriment to the
interest of any Party and covenant and agree with the each other that they shall use their
best endeavor to ensure that full effect be given to the terms of this Agreement in good
faith and in the spirit in which it was agreed.
This Agreement, all of the above statements, procedure, and representation are made
with full corporate and legal responsibility under the penalty of perjury.
IN WITNESS whereof of the Parties hereto have hereunto set the day and year first above
written.

SIGNATURE PAGE
All statements and representations under this contract are made with full legal and
corporate responsibility. This document shall be considered legally binding in English
Acknowledged and Accepted and Signed - For and on behalf of SBLC Collateral
Provider/Party A. Mr. Stavros Axiotis/ Intercontinental Resources LP
Name: STAVROS AXIOTIS

Designation: General Partner/CEO
Passport: PA4416212
Issue date: January 20th 2016
Expiry date: January 20th 2026
Place of Issue: AUSTRALIA
Signed Date: 1st March 2024
Acknowledged and Accepted and Signed

For and on behalf of the Assets Management Project Financier and Project
Administrator/Consultant / Party B
Company Seal
Authorized Signatory
Name :
Designation :
Passport No :
Place of Issue :
Date of Issuance :
Expire date :
Signed Date:

EXAMPLE STANDBY LETTER OF CREDIT VIA SWIFT MT-199/799 – APPENDIX A
From:
Sender Bank Name :
Bank Address :
Swift BIC :
Account No. :
Account Name :
Banker Email :
Applicant Name :
Receiver Bank Name :

Bank Address :
Bank Officer Name :
Telephone Number :
Swift BIC :
Account No. :
Account Name :
TRANSACTION CODE
We, COMMERZBANK INVESTMENT AG WITH OFFICIAL BUSINESS ADDRESS AT PANORAMA STRASSE 1, 10178
BERLIN, GERMANY, HEREBY ONFIRM THAT WE AND OUR ASSOCIATES ARE READY TO ISSUE A STANDBY LETTER
OF CREDIT IN NAME OF …………………….. FOR FACE VALUE OF EURO ONE HUNDRED FIFTY FIVE MILLION
(€155,000,000.00) AND IT SHALL BE TRANSMITTED AND CONFIRMED VIA SWIFT MT760.
THIS STANDBY LETTER OF CREDIT PRE-ADVICE IS VALID FOR FIVE (5) BANKING DAYS FROM THE DATE OF
ISSUANCE AND SHALL AUTHOMTICALLY BECOME NULL A ND VOID IF NO SWIFT ANSWER BY MT799 FOR
ACCEPTANCE TO RECEIVE MT760 WILL BE SENT TO US.
THIS STANDBY LETTER OF CREDIT PRE-ADVICE IS AN OPERATIVE INSTRUMENT, NO MAIL CONFIRMATION WILL
FOLLOW.
FOR AND BEHALF OF COMMERZBANK AG PANORAM STRASSE 1, 10178 BERLIN, GERMANY
Bank Officer (1) Authorized Signature: Bank Officer (2) Authorized Signature:
Name: Name:
Title: Title:
ID: ID:
Insert Bank Seal Insert Bank Sea

SWIFT VIA MT199/799 – APPENDIX B
SENDER :
BANK NAME :
BANK ADDRESS :
ACCOUNT NO. :
ACCOUNT NAME :
BANK OFFICER :
BANK TEL NO. :
BANK FAX NO. :
EMAIL ADDRESS :
RECEIVING BANK
BANK NAME :
BANK ADDRESS :
ACCOUNT NAME :
ACCOUNT NO. :
BANK OFFICER :
BANK TEL NO. :
BANK FAX NO. :
EMAIL ADDRESS :
SUBJECT: STANDBY LETTER OF CREDIT - EURO ONE HUNDRED FIFTY FIVE MILLION (€155,000,000.00)
TRANSACTION CODE:
WE, <INSERT NAME OF RECEIVING BANK>, HEREBY CONFIRM WITH OUR FULL BANK RESPONSIBILITY AND ON
BEHALF OF OUR ABOVE REFERENCE CLIENT, THAT WE ARE READY, WILLING AND ABLE TO RECEIVE THE BANK
DRAFT IN THE TOTAL AMOUNT OF EURO ONE HUNDRED FIFTY FIVE MILLION (€155,,000,000.00) AND MAKE
PAYMENT.
THIS IS TO CONFIRM WITH OUR FULL BANK RESPONSIBILITY AND ON BEHALF OF OUR CLIENT:
..................................... HAS A LINE OF CREDIT AND THAT WE ARE READY, WILLING AND ABLE TO PERFORM
TO THE AGREEMENT BEARING TRANSACTION CODE: ................................................. UPON FURTHER
INSTRUCTION BY OUR CLIENT TO RECEIVE THE STANDBY LETTER OF CREDIT VIA SWIFT MT760
WE FURTHER CONFIRM OUR LINE OF CREDIT WILL ACT AS A COLLATERAL TO LIFT THE SAID PAYMENT CONDITION
AND RELEASE PAYMENT UPON RECEIPT OF THE CONTRACTED, VERIFIABLE AND AUTHENTICATED INSTRUMENT
VIA MT760. WE DECLARE THAT THIS CONFIRMATION IS VERIFIABLE BANK TO BANK.
THIS IS AN OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM COMMERCIAL CODE AS IT
RELATES TO BANK CREDIT INSTRUMENTS.
Yours faithfully,
For and on Behalf of xxxxx Bank

(APPENDIX”C”)
STANDBY LETTER OF CREDIT SWIFT MT-760
BANK OFFICER :
BANK OFFICER PHONE :
BANK OFFICER E-MAIL :
MONETISER :
BANK NAME :
BANK ADDRESS :
SWIFT CODE AC- :
COUNT NAME AC- :
COUNT NUMBER :
BANK OFFICER :
BANK OFFICER PHONE :
BANK OFFICER E-MAIL :
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Narrative Message - - - -
- - - - - - - - - - - - - - - - - - - - -- - - - - - - - - -
- - - - - - - - - -
F20: TRANSACTION REFERENCE NUMBER 945373286DE
F21: RELATED REFERENCE
PROJECT-COSELI/SBLC155M/052022
F23: MT 760 ISSUE
F27: SEQUENCE OF TOTAL 1/152445/TER/2022
F30: ISSUED ON
F32A: AMOUNT:
EURO 155.000.000,00 (ONE HUNDRED FIFTY FIVE MILLION EUROPEAN UNION CURRENCY) F40C
APPLICABLE RULES TYPE:
URDG
F59: BENEFICIARY
XXXXXXXXXX
F77B: REGULATORY REPORTING
F79: OPERATIVE INSTRUMENT, NO MAIL OR SWIFT SERVICE LEVEL IS REQUIRED. NARRATIVE 760
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Message Text - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
-
FOR THE VALUE RECEIVED, WE, THE UNDERSIGNED, COMMERZBANK INVESTMENT AG, WITH OFFICIAL BUSINESS
ADDRESS AT PANORAMA STRASSE 1, 10178 BERLIN, GERMANY, HEREBY ISSUE OUR IRREVOCABLE,
UNCONDITIONAL, TRANSFERABLE, DIVISIBLE, AND WITHOUT PROTEST OR NOTIFICATION, PROMISE TO PAY
AGAINST THIS STANDBY LETTER OF CREDIT NR. XXXXXXXXXXXXX TO THE ORDER OF
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX, THE BEARER OR HOLDER THEREOF, AT MATURITY (ONE
YEAR + ONE DAY FROM ISSUING DATE), THE SUM OF EURO 155.000.000,00 (EURO ONE HUNDRED FIFTY FIVE
MILLION ONLY) IN THE LAWFUL CURRENCY OF THE EUROPEAN UNION, UPON PRESENTATION AND SURRENDER
OF THIS CASH-BACKED STANDBY LETTER OF CREDIT AT ANY OF THE COUNTERS OF OUR OFFICES AT PANORAMA
STRASSE 1, 10178 BERLIN, GERMANY.SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND FREE AND
CLEAR OF ANY DEDUCTIONS, CHARGES, FEES, OR WITHHOLDING OF
ANY NATURE PRESENTLY OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED

THIS STANDBY LETTER OF CREDIT IS DIVISIBLE, ASSIGNABLE AND TRANSFERABLE WITHOUT PRESENTATION OF IT
TO US AND MAY BE RELIED UPON FOR THE PURPOSES OF OBTAINING CREDIT LINES OR LOANS.
EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THIS CASH-BACKED STANDBY LETTER OF CREDIT IS
GOVERNED AND CONSTRUCTED IN ACCORDANCE WITH THE LAWS OF GERMANY.THIS STANDBY LETTER OF
CREDIT IS GOVERNED BY THE UNIFORM RULES FOR DEMAND GUARANTEES AS SET FORTH BY THE
INTERNATIONAL CHAMBER OF COMMERCE LATEST REVISION OF PUBLICATION N. 600 URDG 758. YOUR DEMAND
FOR PAYMENT SHOULD REACH US NOT BEFORE OF THE EXPIRATION DATE BUT NOT LATER THAN FIVE (5) DAYS
BEFORE THE MATURITY DATE AND NOT LATER THAN FIFTEEN (15) DAYS AFTER THE MATURITY DATE; AFTER
WHICH DATE, THIS STANDBY LETTER OF CREDIT EXPIRES IN FULL AND SHOULD BE CONSIDERED NULL AND VOID.
FOR AND ON BEHALF OF COMMERZBANK AG PANORAMA STRASSE 1, 10178 BERLIN, GERMANY
Chief Financial Officer

Chief Risk Officer
For and on Behalf of

NON-CIRCUMVENTION AND NON-DISCLOSURE
All Parties do herein agree that the non-circumvention and non-disclosure rules (NCND)
of all issues from the ICC 500 apply to this transaction for a period of Five (5) years from
date of execution of this Agreement by the undersigned, his or her assigns, agents and/or
heirs. This NCND also applies to any and all other transactions direct or indirect initiated by
these intermediaries. The undersigned agrees that this fee protection is assignable and
transferable to the beneficiaries, designs, heirs and assigns upon written notice of all
Parties, and shall not be amended without the express written consent of the Parties. If no
contract is consummated, this fee protection agreement is null and void in its entirety.
All disclosed banking information shall be strictly confidential. No communication between

banking officers, other than transmission by swift wire transfer and any other transmission
specifically authorized by the beneficiaries, is permitted. All communication shall clearly
reference the transaction code, the Parties’ codes referred to herein. Should a contract be
signed between the Parties, a bank endorsed corporate pay order will be issued to the
paymaster of each group, followed by a swift wire transfer to the paymaster’s account,
when payment for the bank instrument is completed. an executed facsimile or email copy
shall be deemed to be as an original.
Acknowledged,Accepted and Signed by For and on behalf of Mr. Stavros Axiotis/

Intercontinental Resources LP

Passport: PA4416212

NON – SOLICITATION STATEMENT
:
I, Mr. STAVROS AXIOTIS as authorized signatory of M/s Intercontinental Resources LP do hereby

confirm that I have requested your organization to provide our LOI /Contract dated 1st March 2024, with
TRANSACTION CODE: ICR/KSM/JV/01032024 and to provide me with specific confidential
information and documentation regarding the currently available for Non-Recourse Loan –SBLC.
I further confirm that I have requested such information to serve only my interests and purposes and
the information shall not be for further distribution. I hereby agree to keep all information I receive from
your organization strictly confidential, and I shall not disclose it to any third party.
I hereby declare that I am fully aware that the information you have or will give me is in direct response
to my request, and that it should not in any way be considered or intended to be a solicitation of funds
of any sort, or any type of offering. I hereby confirm that the information is intended for my general
knowledge only and that I consider myself an experienced and sophisticated investor. I hereby affirm,
under penalty of perjury, declare that I have requested all information from you and your organization
of my choice and free will, and further that your organization has not solicited me in anyway.
I understand that the contemplated transaction is strictly one of private commercial investment
transaction and in no way does it rely upon or relate to the United States Securities Act 1933, as
amended, or related regulations in the USA, its jurisdictions or other nations similar securities laws and
regulations. I agree that this private commercial investment transaction is exempt from the
aforementioned securities act and it is not intended for the general public with all documentation being
for private use only.
Acknowledged,Accepted and Signed by For and on behalf of Mr. Stavros Axiotis/
Intercontinental Resources LP

Passport: PA4416212

PARTY A PASSPORT (AUTHORIZE SIGNATURE)

PARTY A COMPANY REGISTRATION

PARTY B PASSPORTY COPY

PARTY B COMPANY REGISTRATION

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
Instruments : Standby Letter of Credit, Fully Cash-Backed (ICC

600) Age : FC/Season
Interest Rate : Zero (0) Coupon
Term : One (1) Year and One (1) Day
Issuing Bank : Commerzbank, Germany
Amount of EURO One Hundred Fifty Five Million (€155,000,000.00)
Non-Recourse Loan : Loan-To-Value (LTV) is indicated to be Sixty Eight (68%) Per cent
of Standby Letter of Credit Face Value, subject to confirmation by the Funder after the
receipt of the SWIFT MT-799 (RWA) from Party A
After one year and one day, SBLC Provider will not be required to refund back the Sixty
Eight (68%) Percent Face Value of SBLC the amount of EURO One Hundred Five Million Four
Hundred Thousand (€105,400,000.00) to Funder and Funder shall return Standby Letter of
Credit to the Provider, this is Non-Recourse Loan Special terms so LTV Sixty Eight (68%)
Percent
Payment Mode : By Swift MT-799 ICBPO/MT-103
Delivery :By Swift MT-760 followed by SWIFT Email copy to
Funder. TRANSACTION CODE: ICR/JV/01032024
This Irrevocable Master Fee Protection Agreement (IMFPA) is entered into for and in their
mutual promises, benefits and covenants as set forth herein with TRANSACTION CODE: .
……………… according to the terms and conditions
We, M/s ………………..represented by ……………….(President/ CEO) holder of …………. Passport

No. xxxxxxxxxxx (Hereinafter referred to as SBLC Collateral Provider), hereby confirm with
full corporate and legal responsibility, under penalty of perjury of Law, issue the Irrevocable
Master Fee Protection Agreement of Joint Venture Non-Recourse Project Financing
Agreement Consultant Service Fee & Irrevocable Payment Order to the herein to the
Beneficiaries.
The payment of these Consultant Service Fees shall be made without protest, delay and/or
deductions. Payment will be effected simultaneously as per the payment as below :

The party of the STANDBY LETTER OF CREDIT Collateral Provider ……………… hereby agrees
that the Consultant Fee referred to in this IMFPA shall be as follows:
FACSIMILE COPY OF THIS AGREEMENT SHALL BE DEEMED AS ORIGINAL
Thirty Three (33%) per-cent of the Face Value of the SBLC of the amount of EURO Fifty
One Million Five Hundred Fifty Thousand (€51,550,000.00) will be paid to Party A’s
Paymaster designated bank account. Party A has approved the appointment of Mr. Michael
Rubin J Rubin, Attorney at Law in Massachusetts, USA as their Lawyer for all matters
pertaining to the receipt of funds deemed to be significant and requiring the use of a
Lawyer’s Trust Account whose details appear below.
BANK INFORMATION :
SWIFT / BIC: RBOSGB2L

ROYAL BANK OF SCOTLAND
Premier Place, 5 Devonshire Square LONDON, UK
Bank Account Number: GB74 RBOS 1610 7510 0004 70
BENEFICIARY INFORMATION
For further credit to:
Beneficiary Name: MICHAEL J RUBIN ATTORNEY ATLAW
Beneficiary Account: 2021 0507 00236
Note: These instructions are for SWIFT MT 103 wire transfers only.
BENEFICIARY INFORMATION:
One Million Five Hundred Fifty Thousand (€51,550,000.00) will be paid to ………… Party
A.
Bank Name
Bank Address
Account Name
Account Number
SWIFT Code
Bank Tel
Bank Officer
Banker Email

One Million Five Hundred Fifty Thousand (€51,550,000.00) will be paid to
……………………..Party B.
Bank Name
Bank Address
Account Name
Account Number
SWIFT Code
Bank Tel
Bank Officer
Banker Email

Party A’s Intermediaries Fee of One percent (1%) per-cent of the Face Value of the SBLC of
the amount of EURO One Million Five Hundred Fifty Thousand (€1,550,000.00) will be
credited to GROENEVELD FINANCIEEL EN FISCAAL ADVIES BV designated bank account with Roll and
Extension
Bank Name ING BANK, THE NETHERLANDS
Bank Address BOULEVARD 1945 1, 7511AA, ENSCHEDE, THE NETHERLANDS.
Account Name GROENEVELD FINANCIEEL EN FISCAAL ADVIES BV
Account Number Iban NL74 INGB 0008 6746 59
SWIFT Code INGBNL2A
Bank Tel 020 228 8888
Bank Officer RONALD-JAN BOERS
Party B1’s Intermediaries Fee of Zero Point Five percent (0.5%) per-cent of the Face Value of
the SBLC of the amount of EURO One Million Five Hundred Fifty Thousand (€1,550,000.00)
will be credited to …………………………… designated bank account with Roll and Extension. Open
Bank Name
Bank Address
Account Name
Account Number
SWIFT Code
Bank Tel
Bank Officer

Party B2’s Intermediaries Fee of Zero Point Five percent (0.5%) per-cent of the Face Value of
the SBLC of the amount of EURO One Million Five Hundred Fifty Thousand (€1,550,000.00)
will be credited to Mr. MOHD HASAN BIN YOP ABDUL RAHMAN designated bank account .
Bank Name MAYBANK BERHAD
Bank Address 2, JLN SETIAWANGGSA 11, TMN SETIAWANGGSA, 54200 KUALA LUMPUR, MALAYSIA
Account Name MOHD HASAN BIN YOP ABDUL RAHMAN
Account Number TBA
SWIFT Code MBBEMYKL
Bank Tel +60342516722

Bank Officer Bank Officer of the day
PAYOR BANK CO-ORDINATES
Bank Name : TBA

Bank Address : Bank
Officer Name :
Tel Number :
Swift Code :
Account No. :
Account Name :
I, ……………….. hereby acknowledge and confirm this document is lodged with our Non-
Recourse Investment/Loan Funds receiving bank and it shall be executed upon
commencement of the transaction referenced above.
Acknowledged and Accepted and Signature by the Director For

and on behalf of Party B .
Name:
Designation:
Company Name

END OF TRANSACTION

SBLC Euro 155 Roll and Extention To 650M Million

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SBLC Euro 155 Roll and Extention To 650M Million

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This Joint Venture Assets Management

Project Financing Agreement

Date: …………. March 2024

Party A’s initials Page 1 of 27 Party B’s initials

TRANSACTION CODE: ICR/JV/01032024

Intercontinental Resources LP with address at 5307 Victoria drive #487, Vancouver, BC

................................. with address at NO 7219 Columbia Pike Annandale VA USA,

NOW IT IS HEREBY AGREED BY BOTH PARTIES AS FOLLOWS :

Party A’s initials Page 2 of 27 Party B’s initials

TRANSACTION CODE: ICR/JV/01032024

Payment Mode : By Swift MT-­­799 ICBPO/MT-­­103

Party A’s initials Page 3 of 27 Party B’s initials

TRANSACTION CODE: ICR/JV/01032024

Party A’s initials Page 4 of 27 Party B’s initials

TRANSACTION CODE: ICR/JV/01032024

Party A’s initials Page 5 of 27 Party B’s initials

TRANSACTION CODE: ICR/JV/01032024

3,5 Unauthorized bank calls, probes or communications, or an improper solicitation or

Party A’s initials Page 6 of 27 Party B’s initials

TRANSACTION CODE: ICR/JV/01032024

Bank Name Commerzbank Germany

Account Name TBA

Party B’s Bank Coordinates To Receive the MT799 & MT760

6. OTHER CONDITIONNCND (Non-­­Circumvention/Non-­­Disclosure)

Party A’s initials Page 7 of 27 Party B’s initials

TRANSACTION CODE: ICR/JV/01032024

10. TAXES AND INSTITUTIONAL COSTS

11. FORCE MAJEURE

Party A’s initials Page 8 of 27 Party B’s initials

TRANSACTION CODE: ICR/JV/01032024

13. EFFECTIVENESS AND PERIOD

14. USE OF FUNDS

Party A’s initials Page 9 of 27 Party B’s initials

TRANSACTION CODE: ICR/JV/01032024

20. UNAUTHORIZED COMMUNICATION

21. GOOD FAITH

Party A’s initials Page 10 of 27 Party B’s initials

TRANSACTION CODE: ICR/JV/01032024

Name: STAVROS AXIOTIS

Acknowledged and Accepted and Signed

Party A’s initials Page 11 of 27 Party B’s initials

TRANSACTION CODE: ICR/JV/01032024

Receiver Bank Name :

FOR AND BEHALF OF COMMERZBANK AG PANORAM STRASSE 1, 10178 BERLIN, GERMANY

Party A’s initials Page 12 of 27 Party B’s initials

TRANSACTION CODE: ICR/JV/01032024

For and on Behalf of xxxxx Bank

Party A’s initials Page 13 of 27 Party B’s initials

TRANSACTION CODE: ICR/JV/01032024

Party A’s initials Page 14 of 27 Party B’s initials

TRANSACTION CODE: ICR/JV/01032024

FOR AND ON BEHALF OF COMMERZBANK AG PANORAMA STRASSE 1, 10178 BERLIN, GERMANY

Chief Financial Officer

Party A’s initials Page 15 of 27 Party B’s initials

TRANSACTION CODE: ICR/JV/01032024

All disclosed banking information shall be strictly confidential. No communication between

Acknowledged,Accepted and Signed by For and on behalf of Mr. Stavros Axiotis/

Name: STAVROS AXIOTIS

Party A’s initials Page 16 of 27 Party B’s initials

TRANSACTION CODE: ICR/JV/01032024

I, Mr. STAVROS AXIOTIS as authorized signatory of M/s Intercontinental Resources LP do hereby

Name: STAVROS AXIOTIS

Party A’s initials Page 17 of 27 Party B’s initials

Payment Mode : By Swift MT-799 ICBPO/MT-103

6. OTHER CONDITIONNCND (Non-Circumvention/Non-Disclosure)

Instruments : Standby Letter of Credit, Fully Cash-Backed (ICC

Bank Officer RONALD-JAN BOERS