NEXTLEVEL INT’L SPA

Contract No.: SEIL2101/2021

Seller’s Code: SEIL2101TFD01/2021 Date: April 12, 2021
Buyer’s Code: Valid Till: April 29 ,2021

SALES & PURCHASE AGREEMENT

FOR AUTOMOTIVE GAS OIL (AGO)
STANDARD EXPORT QUALITY

PREAMBLE
01) THIS IS A TFD
02) MNOR WILL BE ISSUED TO BUYER"S TANKFARM
03) THE PRICE IS #160/2 PER LTR TO THE BUYER ON TFD TERMS ON VALUE ON DATE OF
PAYMENT

The following terms have the meaning specified as used herein:

Product: Automotive Gas OIL (AGO)
Delivery terms: TANKFARM
Quantity: 10,000mt
PERIOD SPOT
Price basis: #160.00 AND NET

This agreement is made on this 12th DAY OF April, 2021 and entered into by and between the
following Parties with the following legal addresses:

SELLER:
COMPANY: NEXTLEVEL BUILDER'S NIG ENT.
LEGAL ADDRESS: CREEK ROAD APAPA, LAGOS State, Nigeria
COUNTRY: NIGERIA
REPRESENTED BY: ENGR CHUCKWUEMEKA. E
TITLE: Managing Director
Hereinafter referred to as “Seller” Page6

And
BUYER:
COMPANY:
LEGAL ADDRESS:
COUNTRY:
REPRESENTED BY:
TITLE: Managing Director / CEO
Hereinafter referred to as “Buyer”

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 NEXTLEVEL INT’L SPA

Contract No.: SEIL2101/2021

Seller’s Code: SEIL2101TFD01/2021 Date: April 12, 2021
Buyer’s Code: Valid Till: April 29 ,2021

Whereas, the seller with full corporate authority makes a firm irrevocable commitment to sell
and deliver commodity and the buyer hereby agreed to an irrevocable firm commitment to
purchase the said commodity as specified herein.

ARTICLE 1: COMMODITY:
AGO

Article 2: QUANTITY MEASUREMENT:

· (10.000KMT)@SPOT. If buyer wants to extend contract for 12 months, Buyer must put
request in writing and submit to Seller.

· ARTICLE 3: QUALITY:
COMMODITY: Automotive Gas Oil/Diesel of NNPC/DPR /Russian AGO Product
Quality Specification
NIGERIAN SPECIFICATION Ref: WA_300PPM
LIMITS TEST METHOD EQUIVALENCE
PARAMETER UNIT Min ASTM IP ISO
3
Density@15 deg C Kg/m 820-880 max D 1298 160 3675
Evaporated @360 deg C % Vol. 85 min D 86
D
Total Sulphur % wt 0.3 max 336 8754
4294/5453
Color - 3.0 max D 1500 196 2049
Flash Point deg. C 55 min. D 93 34 2719
Kinematic Viscosity @ Page6
cSt 1.5 – 6.5 max D 445 71-1 3104
37.8 deg. C
Pour Point deg. C + 15 max D 97 15 3016
Micro Carbon Residue % wt 0.20 max D 4530 398 10370
mg
Total Acid Number 1.0 max D 664 177 6619
KOH/gm
Ash % wt 0.1 max D 482 4 6245
Copper Corrosion@3 hr
- 1b D 130 154 2160
@ 100 deg. C
Cetane Index - 45 min D 976

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 NEXTLEVEL INT’L SPA

Contract No.: SEIL2101/2021

Seller’s Code: SEIL2101TFD01/2021 Date: April 12, 2021
Buyer’s Code: Valid Till: April 29 ,2021

Water by Distillation %Vol. 0.05 max D 95 74 3733

Water & Sediment %Vol. 0.10 max D 2709 75 3734
Heat of Combustion Kcal/gm TBR D 4868

AND
RUSSIAN/ GHANAIAN SPECIFICATION
GHANIAN- SPECIFICATION Ref:50PPM
TEST METHOD UNIT RESULT MIN MAX
Density at 15*C (a) ASTM Kg/m* 831.9 820 850
D4052
Distillation ASTM D86
Evaporation at 350*C % Vol 95.7 85
Color ASTM (a) ASTM L.I.O. 2.0
D1500
Flash Point PM-Proc. A ASTM D93 Deg C 64.5 55
Viscosity at 40*C ASTM D445 mm 2/5 2.756 2.0 4.5
MCR on 10% residue ASTM % m/m <0.01 0.3
D4530
Water KF-Coulometric ASTM mg/kg 60 200
D6304
Water KF-Coulometric ASTM % mm 0.006 0.02
D6304
Cetane Index(2 equation) ASTM D976 53.9 50.0
Total Acid Number ASTM D974 mg KOH/g 0.06 0.25
Ash Content ASTM D482 % mm <0.001 0.01
Sulphur (UVF) ASTM mg/kg 5.9 50.0
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D5453
Copp. Strip Cor. 3hr/100*C ASTM D130 Rating 1A 1B
Water&Sediment by ASTM % v/v <0.05 0.05
Centrifuge D2709
Total Sediment-0.8 ASTM mg/1 6 24.0
membrane D6217
FAME Content ASTM % v/v <0.05 5.0
D7371
Lubricity Method HFRR ASTM PM 381 460
D6079

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 NEXTLEVEL INT’L SPA

Contract No.: SEIL2101/2021

Seller’s Code: SEIL2101TFD01/2021 Date: April 12, 2021
Buyer’s Code: Valid Till: April 29 ,2021

Oxidation Stability ASTM g/m* <1 25

D2274
PCA Content (a) EN 12916 % m/m 2.7 to report

ARTICLE 4: DELIVERY:
Delivery shall be TANKFARM TFD.

ARTICLE 5: PRICE:
· The price payable for each AGO LIfted shall NAIRA. 160/2 NAIRA below Brent quotation as
quoted
· The selling price derived from the pricing formula initially set out in a contract shall apply
subject to the provisions hereof.
1. PRICE DEFINED:
NAIRA #160/2
2. SELLER PAYS #2.00 COMMISSION:
#1 TO BUYER SIDE AND #1 TO SELLER SIDE

ARTICLE 6: PAYMENT BY BANK GUARANTEE / WIRE TRANSFER:

· Unless otherwise agreed by seller, the buyer shall pay for all crude oil lifted and liquidated
damages provided in the General Conditions, by letter of Credit/wire transfer substantially
worded being agreed by both parties.

· THE VALUE OF STANDBY LETTER OF CREDIT SHALL BE THE:

a) SBLC or BG/wire transfer as per international standard. The value of 280,000 METRIC TONS
of BLCO lifted plus the value of the commissions. Page6

· The letter of Credit as per international Standard shall be open with Sellers approved first
class international Bank and soft copies sent to the seller in a form acceptable to seller prior
to the accepted date of loading. The seller shall have the right to confirm the letter of Credit
by Bank of its choice at any time and shall have the right to demand any amendment of any
letter of Credit/wire Transfer it deems appropriate.

· The SBLC / BG shall be valid for a period of (30) thirty days.

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 NEXTLEVEL INT’L SPA

Contract No.: SEIL2101/2021

Seller’s Code: SEIL2101TFD01/2021 Date: April 12, 2021
Buyer’s Code: Valid Till: April 29 ,2021

· The SBLC / BG shall be issued in accordance with rules of International Chamber of

Commerce relating of documentary Credits for the time being in force.

· The SBLC / BG shall be payable upon presentation by seller of the following documents.
(Except otherwise requested for presentation by buyer)

· Commercial Invoice
· Bill of Lading
· Certificate of Quantity
· Certificate of quality
· Certificate of origin
· Tankers Ullage report
· Tankers time sheet.

· The buyer shall bear all expenses and bank charges in connection with opening,
confirmation extension, agreed alternation and exchange commission ’s of the letter of
Credit. Buyer shall also bear full liability for Letter of Credit not reaching seller in the
acceptable form for lifting to commence on schedule. It is the responsibly of buyer to
ensure that all letter of Credit get to seller in an acceptable form in time for lifting to
commence on schedule. Seller reserved the right to refuse lifting, till the appropriate Letter
of Credit is acceptable to Seller.

ARTICLE 7: TIME OF PAYMENT (CREDIT FACILITY):

7.1 All BLCO lifting shall be paid for at the price applicable as at the date on the bill of lading
upon presentation by seller of the documents stated above. Payment falling due on
Saturday or New York bank holiday other Monday shall be made the proceeding business
day. Page6
7.2 Buyer shall pay for all lifting of crude oil within a specific number of days after the date of
bill of lading. The period of such notice by the seller to the buyer shall be communicated by
telex, Cable or letter. This period of credit shall be the standard period of Credit applying
generally to buyers of Nigerian crude Oil.
· Buyer or its bankers shall directly advise the seller by cable, telex, letter or max immediately
upon payment of each invoice. If the buyer does not pay for any lifting of oil within the
prescribed period applicable to such lifting, the unpaid amount shall attract interest as per
Inter-bank deposit market in London on ye first day of default or it no rate is quoted on the

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 NEXTLEVEL INT’L SPA

Contract No.: SEIL2101/2021

Seller’s Code: SEIL2101TFD01/2021 Date: April 12, 2021
Buyer’s Code: Valid Till: April 29 ,2021

date, the first preceding rate so quoted, such rate to be certified by the appropriate Bank, as
the rate t which such deposit are bid it. Interest shall be payable for each default and the
calculation shall be make on amount of unpaid principal and interest outstanding.

ARTICLE 8: TAXES, DUES AND CHARGES:

The harbor and other port dues, taxes, charges and dues levied at the loading terminal, shall be
borne by buyer on all BLCO sales. Sellers shall notify buyer of any new charge related to this
paragraph and any conditions thereof imposed by the appropriate authorities. The related
dues, levies and charges should be paid after loading completed as specified by seller.

ARTICLE 9: TRANSFER OF PROPERTY AND RISK:

For the purpose of allocation of risk in all BLCO sales, title to any quantity of BLCO under the
contract shall be pass to buyer when oil passed the tankers permanent hose-connection at the
loading terminal, all loss, damage or risk thereafter shall be on buyer.

ARTICLE 10: PROHIBITED DESTINATIONS:

The buyer shall have and is hereby given an irrevocable right to export the said Nigerian BLCO to
any country except countries, which the export of Nigerian BLCO may be prohibited from time
to time by the Nigerian government in its absolution discretion.

ARTICLE 11 : FORCE MAJEURE:

No failure or omission to carry out or to observe any of the terms, provisions or conditions of
the contract shall, except herein expressly provided to the country, give rise to any claim by one
party hereto against the other or be deemed to be a breach of contract; if such failure or
omission from any cause reasonable beyond the control of either party. Such cause may be but
is not limited to, acts of god, breakdown of vessel or machinery and equipment, civil unrest,
strikes, lock-out or labour disputes shall be adjusted and settled to the extent of their
Page6
performance up to the time of relevant event as is reasonable in normal commercial proactive
and practicable in the particular circumstance. As soon as practicable after the supervising
circumstance, the contract shall be resumed by both parties as if there has been no
interrogation. Either party claiming to be affected by such even shall give immediate notice in
writing of such claims to the other party giving full particulars thereof and furthermore shall
give immediate notice in writing of the cessation of any such event. Should dispute arise in
connection with the terms of the contract or from any performance thereof such dispute shall
be settled by an Arbitrator and the Nigerian Arbitration and Conciliation Decree 11 of 1988 shall
govern the Arbitration. Either party may serve on the other written demand for arbitration.

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 NEXTLEVEL INT’L SPA

Contract No.: SEIL2101/2021

Seller’s Code: SEIL2101TFD01/2021 Date: April 12, 2021
Buyer’s Code: Valid Till: April 29 ,2021

The venue of the arbitration shall be Lagos, Nigeria within forty five (45) days of such a demand
being served.

ARTICLE 12: PROCEDURES:

PROCEDURE FOR TFD IN LAGOS WATER OR AGREED STS POSITION.

BUYER AND SELLER SIGN SPA AND DOMICILE WITH BOTH PARTIES’
RESPECTIVE BANKS.AFTER BUYER RETURN SIGN SPA SELLER GIVES
PREGNANT VESSEL DETAILS.
THE BUYER PROVIDES THE SELLER WITH EVIDENCE OF STORAGE FACILITY AS
IN THROUGHTPUT AGREEMENT, TANK FARM DETAILS AND NOR FORMAT.
BUYER'S BANK PRE-ADVICE SELLER'S FIDUCIARY BANK TO ISSUE BG OF
#100M OR TOTAL CARGO AND TO GET 2% PERFORMANCE BOND SELLER
FIDUCIARY BANK RESPONSE WITH RWA TO GIVE 2% BP BUYER'S BANK
ISSUES N100, 000,000.00 (ONE HUNDRED MILLION )NAIRA ONLY BLOCKED
FUNDS OR BANK GUARANTEE (BG) FOR LOGISTICS COMMITMENT IN FAVOUR
OF SELLER’S NOMINATED FUDICIARY ACCOUNT AND SELLER'S FIDUCIARY
BANK GIVE 2% BP. CASHABLE UPON QNQ.
SELLER”S CAPTAIN ISSUES NOR TO THE NOMINATED TANK FARM WHICH
UPON CONFIRMATION ACKNOWLEDGE AND ISSUES AUTHORITY TO COME IN
AND BOTH PARTIES OPEN COMMUNICATION.
SELLER LOADED VESSEL MOVES TO THE TANK FARM AT WHICH POINT THE
BUYER WOULD HAVE OBTAINED ALL NECESSARY INWARD CLEARANCE, AND
UPON ARRIVAL, VESSEL CAPTAIN INVITES BUYER’S SUPERCARGO AND
INSPECTOR ON BOARD FOR Q&Q AT WHICH POINT THE N30, 000,000.00
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BLOCKED FUNDS BECOME CASHABLE.
UPON SUCCESSFUL Q&Q, BUYER ISSUES MT103 FOR FULL CARGO VALUE
AND DISCHARGE COMMENCES
UPON COMPLETION OF DISCHARGE, SELLER ISSUES ALL APPROPRIATE
CARGO DOCUMENTS AND THE BUYER MAKES PAYMENT OF THE CARGO
VALUE WITHIN 48 HOURS AFTER DISCHARGE OF THE PRODUCT TO THE
SELLER’S NOMINATED BANK ACCOUNT AND ALL COMMISSION AGENTS AS

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 NEXTLEVEL INT’L SPA

Contract No.: SEIL2101/2021

Seller’s Code: SEIL2101TFD01/2021 Date: April 12, 2021
Buyer’s Code: Valid Till: April 29 ,2021

STIPULATED HEREIN VIA THE FEE PROTECTION AGREEMENT, AND TITLE

PASSES TO THE BUYER.

____________________________________________________

ARTICLE 13: ASSIGNABILITY

The performance of this contract shall be assigned in whole or part to a third party without
prior consent in writing of buyer. In case of an assignment of the buyer rights and obligation,
the buyer and the assignee shall jointly and severally be liable for the discharge of performance
of the buyer’s obligation under the contract.

ARTICLE 14: AGREEMENT AND DOCUMENTS:

Buyer and seller agree that any and all notices, notifications, report and other communication
shall be deemed duly given if made in writing, hand-delivered, registered post, EDT to the
current address of the party as herein provided transmitted copies via EDT signed shall be
considered original documents.

16A. SELLER BANKING CO-ORDINATES WHERE BLOCK FUND WI LL GO Page6

For the BG or Block Funds First Bank to First Bank Account Details:
Bank: First Bank of Nigeria Plc
Address: Warri Main Branch, Delta State
Account Name: NAP-BRUZ NIGERIA LTD
Account Number: 2036143652
Account Officer: Doubra N Bebenimibo
Email: doubra.n.bebenimibo@firstbanknigeria.com
Cc:ioklahinc@gmail.com

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 NEXTLEVEL INT’L SPA

Contract No.: SEIL2101/2021

Seller’s Code: SEIL2101TFD01/2021 Date: April 12, 2021
Buyer’s Code: Valid Till: April 29 ,2021

SELLER BANKING DETAILS @#160. 00

BANKNAME ZENITHBANK PLC

BANKADDRESS IPAJA LAGOS

ACCOUNTNO. 1014710839(NAIRA)
5070543253(DOLLAR)
SORT CODE: ZEINGLA

BENEFICIARY ACCOUNT NAME: NEXTLEVEL BUILDERS NIG ENT

BANK OFFICER NAME: JOSHUA

Joshua.omegah@zenithbank.com
EMAIL
SPECIAL WIRING INSTRUCTIONS: Pre advice must be sent via SWIFT prior to
wire transfer. Email a notification
immediately upon each tranche transfer
payment together with the transaction
code(s) to:
REQUIRED MESSAGE Text Message: The S.W.I.F.T. or Clear Stream text
message covering all remittances shall clearly state the
following: "CLEAN, CLEARED, LIEN Page6FREE AND
UNENCUMBERED FUNDS, EARNED FROM
FINANCIAL CONSULTING FEES ON
COMMERCIAL ENTERPRISES OF NON-
CRIMINAL AND NON-TERRORIST ORIGINS,
FOR SAME DAY SETTLEMENT.

16B. BUYER ACCOUNT CO-ORDINATES @ #160

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 NEXTLEVEL INT’L SPA

Contract No.: SEIL2101/2021

Seller’s Code: SEIL2101TFD01/2021 Date: April 12, 2021
Buyer’s Code: Valid Till: April 29 ,2021

BUYER’S BANKING DETAILS

BANKING DETAILS WHERE PAYMENT IS COMING FROM
Corresponding Bank Name

Bank Address

Routing/ABA No.

Account Name

SWIFT Code

BENEFICAIRY BANK NAME

BENEFICIARY BANK Address

BENEFICIARY BANK Account No.

Further Credit To

Account Number

SWIFT Code
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Bank Officer

Bank Telephone

Bank Officer Email

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 NEXTLEVEL INT’L SPA

Contract No.: SEIL2101/2021

Seller’s Code: SEIL2101TFD01/2021 Date: April 12, 2021
Buyer’s Code: Valid Till: April 29 ,2021

SELLER’S FACILITATOR BANK DETAILS #1.00/LITRE

BANKNAME FCMB,PLC
BANKADDRESS Aba Express Way, PH.
ACCOUNTNO. 3986007017
SORT CODE:
BENEFICIARY ACCOUNT S. D. LUQMAN
NAME:
BANK OFFICER NAME: Christy Alia
EMAIL
EMAILADDRESS

SELLER FACILITATOR BANKING DETAILS

COMMISSION: USD #1.00/BBL x 1,000,000/BBLS
Bank Name
Bank Address
Account Name
Account Number
SWIFT Code
Branch Code
Bank Tel.
Bank Officer
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BUYER FACILITATOR BANKING DETAILS

COMMISSION: USD #1.00/LTR
Bank Name

Bank Address

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 NEXTLEVEL INT’L SPA

Contract No.: SEIL2101/2021

Seller’s Code: SEIL2101TFD01/2021 Date: April 12, 2021
Buyer’s Code: Valid Till: April 29 ,2021

Account Name

Account Number

SWIFT Code

Branch Code

Bank Tel.

Bank Officer

DECLARATION: The undersigned declare that the foregoing instrument fully sets forth the
entire agreement between the parties and that the signatories below have been fully and duly
authorized to enters’ into and bind each representative company to the contract.

SELLER AND BUYER’S ACKNOWLEDGEMENT:

This document constitutes a GUARANTEED, IRREVOCABLE, UNCONDITIONAL AND NON
RETRACTABLE PAYMENT ORDER issued to the beneficiaries named herein, given with full
corporate responsibility.

PARTY A:
SIGNED, AGREED AND ACCEPTED ON BEHALF OF SELLER:
FOR SELLER: SIGNATURE AND SEAL
Page6

COMPANY NEXTLEVEL BUILDER NIG ENT

ENGR OLUSHOLA . J
ADDRESS APAPA, LAGOS STATE, NIGERIA
TITLE M/D
DATE April 12th,2021

PARTY B:

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 NEXTLEVEL INT’L SPA

Contract No.: SEIL2101/2021

Seller’s Code: SEIL2101TFD01/2021 Date: April 12, 2021
Buyer’s Code: Valid Till: April 29 ,2021

SIGNED, AGREED AND ACCEPTED BY BUYER:

FOR BUYER: SIGNATURE AND SEAL

COMPANY
SIGNED BY
ADDRESS
TITLE
DATE

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