Date: 18
July, 2013


 


	To: 	Rasan Private Equity Inc


 


Subject:
Request for financing


 


We refer
to the above subject and to the Master Agreement for Purchase and Sale of Commodities signed with you on September 10, 2009 (the
“Master Agreement”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned
to them in the Master Agreement.


 


We request
you to provide financing for our activities in the amount of USD 450,000 and for a period of payment of three Months for the payment
of deferred sale price from the date of sale.


 


We confirm
that this request is subject to the terms and conditions of the Master Agreement.


 


With regards,


 


E&P
Co, LLC.


 


	By: 		 
		Fuad Al Homoud	 


 




    	 



    	 



    

 


	Rasan Accountant1


 


	From:	DDCommodity <ddcommodity@ddcap.co.uk>
	Sent:	Thursday, July 18, 2013 1:55 PM
	To:	Mohammad Shakil; DDCAP Documentation; DDCommodity
	Cc:	Nasser Al-Sherif; Rasan Accountant1
	Subject:	RE: REH-E&P 001/2013


 


Dear Mohammad


Many Thanks for the below
transaction


Please find below, commodity
details as per your request;


 


	CLIENT	 	RASAN	 	 	 	 
	COUNTERPARTY	 	SEE ATTACHED	COMMODITY	PD	PALLADIUM	 
	DDC TICKET NUMBER	 	169381	QUANTITY	 	616	Troy Ounces
	DEAL DATE	 	18-Jul-13	
        PURCHASE

        PRICE
	USD	730.5194805	Per Troy Ounce
	AMOUNT	USD	450,000.00	LOCATION	 	Loco USA	 
	 	 	0.0000%	OUR REF	RASAN	169381	 
	SETTLEMENT DATE	 	18-Jul-13	
        TICKET

        NUMBER
	 	281867	 
	TIME	 	
        18/07/2013

        11:54
	H/C NUMBER	30723	281867	PD


 


Very Best Regards


 





 


Scott Cording | Assistant
Manager | DDGI Limited 


 


8-10 Grosvenor Gardens, London
SW1W ODH 


 


Tel: +44 (0)207 863 1260 (Direct)


 


+44 (0)207 808
4751 (Switchboard)


 


Reuters: DDCAP 


 


Fax: +44 (0)207 663 5462 


 


Email: s.cording@ddcap.co.uk


 


DDGI Limited is registered
in England, Registered Number: 3393586, Registered Office: 8-10 Grosvenor Gardens, London SW1W ODH.


 


DDGI Limited and DD&Co
Limited are wholly owned subsidiaries of DDCAP Limited.


 




    	 



    	 



    

 





 


	 	Seller’s Offer
	 	 
	To:	Rasan Private Equity Inc.
	Attention:	Abdallah I.Awad & Hany Al-Nowaihy
	Fax No.:	0096525710632
	From:	DD&Co Limited
	Date:	18 July 2013


 


	Re: Commodity Sale and Purchase Letter of Understanding dated 4 March 2009.	 


 


We refer to the above-referenced Letter of Understanding (the capitalised terms used in this offer having the meanings specified in such letter) and the purchase request received from you, and hereby offer to sell to you the Metals on the following terms:


 


Purchase Terms.



 


	Seller:	DD&Co Limited
	Purchaser:	Rasan Private Equity Inc.
	as Agent for:	RASAN ENERGY HOLDING, KUWAIT
	Our Reference:	169381
	Your Reference:	REH-E&P 001/2013
	RCL Ticket No:	281867
	Metal:	PALLADIUM
	Quantity:	616 Troy Ounces
	Location:	LOCO USA
	Unit Price:	USD 730.5194805
	Purchase Price:	USD 450,000.00
	Settlement Date:	18 July 2013
	Payment:	On the Settlement Date you shall credit our account with you with the Purchase Price stated above.
	Delivery:	On the Settlement Date, we shall credit your commodity account with us for the Metal and Quantity stated above.


 


Our sale
of the Metal specified above to you shall be subject to the above referenced Letter of Understanding. This offer shall remain open
and be irrevocable until 16.00, London time, on the Business Day immediately succeeding receipt of the purchaser's request.


 


Best Regards


DD&Co Limited


 





 


Authorised
Signatory


 


Registered
Office: 8-10 Grosvenor Gardens, London SW1W ODH


Tel: +44
207 863 1250/60 Fax: +44 207 663 5462


Email: ddcommodity@ddcap.co.uk


Registered
in England & Wales No. 228785


Associate
Trade Member of the London Metal Exchange


Associate
Member of the London Platinum and Palladium Market


 




    	 



    	 



    

 





Richmond
Commodities Limited


 PO
Box 234, Egham, Surrey, TW20 9WW


Tel: +44(0)
203 463 0770 Fax: +44(0) 203 463 0771


Email: operations@richmondcommodities.com


 


OFFER


	Date	:-	18-Jul-13
	To	:-	Operations
	At	:-	RASAN PRIVATE EQUITY INC, GRAND
    CAYMAN
	Number	:-	 
	From	:-	Operations
	Pages	:-	1


 


Re:
Letter of Understanding Regarding Commodities Purchases dated 4 March 2009.


 


We refer
to the above referenced Letter of Understanding (the capitalized terms used in this acceptance having meanings specified in such
letter) and the Seller's Request dated 18-Jul-13 and hereby offer to buy from you Metals described in the Seller's Request on the
terms specified herein, which terms are set forth below.


 


	Seller	:-	RASAN PRIVATE EQUITY INC, GRAND CAYMAN
	As Agent For	:-	E & P CO,TEXAS
	Purchaser	:-	Richmond Commodities Limited
	Seller's reference	:-	RASAN 169381
	Ticket No./Ref	:-	281867
	Metal	:-	PALLADIUM
	Location	:-	Loco USA
	Quantity	:-	616 Troy Ounces
	Price per Unit	:-	USD 730.5194805
	Purchase Price	:-	USD 450,000.00
	Settlement Date	:-	18-Jul-13
	Delivery	:-	On the Settlement Date, kindly arrange for the Metal and Quantity stated above to be delivered in accordance with our standing instructions.
	Payment	:-	On the Settlement Date we shall credit your account as specified in the above referenced Letter of Understanding with the Price stated above.


 


Our purchase
of the Metal specified above shall be subject to the terms of the above referenced Letter of Understanding. This offer shall remain
open and be irrevocable until the close of business, London time, on 19-Jul-13.


 





Kind Regards


Richmond
Commodities Limited


 


ASSOCIATE
TRADE MEMBER OF THE LONDON METAL EXCHANGE


AFFILIATE
MEMBER OF THE LONDON PLATINUM & PALLADIUM MARKET


REGISTERED
NO: 3117815 REGISTERED OFFICE: 131 EDGWARE ROAD, LONDON W2 2AP


VAT No. GB
108 213 942


 




    	 



    	 



    

 


	Rasan Private Equity Inc
	 


 


	Date:	18 July, 2013
	To:	E&P Co, LLC.


 


Sub:
Purchase of commodities


 


We refer
to the above subject and to the Master Agreement for Purchase and Sale of Commodities signed with you on September 10, 2009 (the
“Master Agreement”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned
to them in the Master Agreement.


 


We would
inform you our readiness to provide you the required finance in accordance with the following


 


	Date of Transaction:	18 July, 2013
	Operation Number:	REH-E&P Co 001/2013
	Kind of commodities:	PALLADIUM
	Quantity:	616 Troy Ounces
	Unit price:	USD 730.5194805
	Purchase price:	USD 450,000
	Price of deferred sale:	USD 453,981
	Date of deferred payment:	October 31, 2013
	Details of delivery of the commodity:	On Settlement Date, Credit to be made
    to our commodity account with
    you for the metal and Quantity.


 


Therefore,
we confirm by this letter our entry in to this transaction on your behalf, noting that the same is subject to the terms and conditions
of the Master Agreement.


 


Rasan Private
Equity Inc.


 


	By:		 
	 	Abdulrahman Al-Koòheji 	 
	 	Director	 


 




    	 



    	 



    

 





 


	Date:	18 July, 2013
	To:	Rasan Private Equity Inc.


 


Subject:
Confirmation of Purchase Transaction


 


With reference
to the above subject and to the Master Agreement for Purchase and Sale of Commodities signed with you on September 10, 2009 (the
“Master Agreement”), we are pleased to confirm our acceptance of the transaction as follows:


 


	Details
    of Transaction:	 
	Date of Transaction:	18 July, 2013
	Transaction Number:	REH-E&P Co 001/2013
	Kind of commodities:	PALLADIUM
	Quantity:	616 Troy Ounces
	Unit price:	USD 735.2941186
	Purchase price:	USD 450,000
	Date of Payment:	18 July, 2013
	Amount of deferred payment:	USD 453,981
	Date of deferred payment:	October 31, 2013
	Details of delivery of the commodity:	On Settlement Date, Credit to be made
    to our commodity account with
    you for the metal and Quantity.


 


We request
you to sell the above mentioned commodities on our behalf and to notify us the same after the completion. We further request you
to use the proceeds of sale of the above mentioned commodities to settle outstanding amounts due to you from previous Murabaha
transactions.


 


E&P
Co, LLC


 


	By:		 
	 	Fuad Al Homoud	 


 




    	 



    	 



    

 


Rasan
Private Equity


 








 


Date: 18 July, 2013


To:      E&P
Co, LLC.


 


Sub:
Purchase and Sale


 


We refer
to your request dated 18 July, 2013 and in our capacity as your agent as per the Master Agreement for Purchase and Sale of Commodities
signed with you on September 10, 2009 (the “Master Agreement”). Capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to them in the Master Agreement.


 


We would
inform you that we have sold the below mentioned commodities in cash, purchase of which has been completed on the date 18 July,
2013 on your behalf in cash, in accordance with the following terms:


 


	Date of Transaction:	18 July, 2013
	Kind of commodities:	PALLADIUM
	Quantity:	616 Troy Ounces
	Unit price:	730.5194805
	Cash sale price:	USD 450,000
	Date of payment:	18 July, 2013
	Details of delivery of the commodity:	On Settlement Date, Credit to be made
    to our commodity account with
    you for the metal and Quantity.


 


We confirm
that this transaction is subject to the terms and conditions of the Master Agreement.


 


Rasan Private
Equity Inc.


 


	By:		 
	 	Abdulrahman AI-Kooheji 	 
	 	Director	 


 




    	 



    	 



    

 





 







 


	Date:	18 July, 2013
	To:	Rasan Private Equity Inc.


 


Sub:
Power of Attorney in carrying out the transaction of purchase and sale of commodities


 


With reference
to the Master Agreement for Purchase and Sale of Commodities signed with you on September 10, 2009, please be informed that we
are authorizing you in doing all the purchase and sale transactions on behalf of us, directly or through third parties as you may
deem fit, we accept the full results of such transactions. We undertake to pay for all that may come up from the financial obligations
and our entitlements that may result from the same and our acceptance of all that may result from the same.


 


With regards


 


E&P
Co, LLC.


 


	By:		 
	 	Fuad Al Homoud	 


 




    	 



    	 



    

 


Rasan
Private Equity Inc.


 


PURCHASER'S
REQUEST


Date: 18
July, 2013


 


	To:	DD&Co Limited
	Attention:	Lawrence Oliver
	From:	Rasan Private Equity Inc. [as agent for Rasan Energy Holding Company]


 


Re: Letter
of Understanding Regarding Commodity Purchases dated March 4th, 2009


 


We refer
to the above-referenced Letter of Understanding (the capitalised terms used in this notification having the meanings specified
in such letter) and hereby request that you provide to us an offer to sell to us the Metals specified below in accordance with
the terms set forth below:


 


Purchase Terms


 


	Seller:	DD&Co Limited
	Purchaser:	Rasan Private Equity Inc. — [as agent for Rasan Energy Holding Company]
	Ticket No.:	281867
	Metal:	PALLADIUM
	Quantity:	616 Troy Ounces
	Location:	Loco USA
	Purchase Price:	USD 450,000
	Price per Troy Ounces:	730.5194805
	Settlement Date:	18 July, 2013
	Payment:	On the Settlement Date we shall credit your Settlement Account with the Purchase Price.
	Delivery:	On the Settlement Date, credit to be made to our commodity account with you for the Metal and Quantity stated above.


 


Our purchase
of the Metal specified above from you shall be subject to the terms of above-referenced Letter of Understanding.


 


Rasan
Private Equity Inc.


 


		 
	Name: Abdulrahman AI-Kooheji	 
	Title: Director	 


 




    	 



    	 



    

 


Rasan
Private Equity Inc.


 


PURCHASER'S
ACCEPTANCE


Date: 18 July,
2013


 


	To:	DD&Co Limited
	Attention:	Lawrence Oliver
	From:	Rasan Private Equity Inc. [as agent for Rasan Energy Holding Company]


 


Re: Letter
of Understanding Regarding Commodity Purchases dated March 4th, 2009


 


We refer
to the above-referenced Letter of Understanding (the capitalised terms used in this notification having the meanings specified
in such letter), the Purchaser's Request, dated 18 July, 2013, from us to you, and the Seller's Offer (the "Seller's
Offer"), dated 18 July, 2013, from you to us, and hereby accept your offer to sell us the Metals described
in the Seller's Offer on the terms specified therein, which terms are set forth below:


 





Purchase Terms


 


	Seller:	DD&Co Limited
	Purchaser:	Rasan Private Equity Inc. —[as agent for Rasan Energy Holding Company]
	Seller's Reference:	REH-E&P Co 001/2013
	Ticket No.:	281867
	Metal:	PALLADIUM
	Quantity:	616 Troy Ounces
	Location:	Loco USA
	Delivery:	On the Settlement Date, you shall credit our commodity account with you for the Metal and Quantity stated above.
	Purchase Price:	USD 450,000
	Price per Troy Ounces:	730.5194805
	Settlement Date:	18 July, 2013
	Payment:	On the Settlement Date we shall credit your Settlement Account with the Purchase Price.


 


Our purchase
from you of the Metal specified above shall be subject to the terms of the above- referenced Letter of Understanding.


 


Rasan
Private Equity Inc.


 


		 
	Name: Abdulrahman AI-Kooheji	 
	Title: Director	 


 




    	 



    	 



    

 


Rasan
Private Equity Inc.


 


SELLER'S
REQUEST


Date: 18
July, 2013


 


	To:	Richmond Commodities Limited
	Attention:	Bryce Morrison
	From:	Rasan Private Equity Inc. [as agent for E&P Co, LLC.]


 


Re: Letter
of Understanding Regarding Commodity Purchases dated March 4lh 2009


 


We refer
to the above-referenced Letter of Understanding (the capitalised terms used in this notification having the meanings specified
in such letter) and hereby request that you provide to us an offer to purchase from us the Metals specified below in accordance
with the terms set forth below:


 





Purchase Terms


 


	Seller:	Rasan Private Equity Inc. —as agent for E&P Co, LLC.
	Purchaser:	Richmond Commodities Limited
	Metal:	PALLADIUM
	Quantity:	616 Troy Ounces
	Location:	Loco USA
	Delivery:	On the Settlement Date we will arrange for delivery of the Metal and Quantity stated above in accordance with your standing instructions.
	Purchase Price:	USD 450,000
	Price per Troy Ounces:	USD 730.5194805
	Settlement Date:	18 July, 2013
	Payment:	On the Settlement Date credit of the Purchase Price to be made to our account as specified in the above-referenced Letter of Understanding.




 


Our sale
of the Metal specified above to you shall be subject to the terms of above-referenced Letter of Understanding.


 


Rasan
Private Equity Inc.


 


		 
	Name: Abdulrahman AI-Kooheji	 
	Title: Director	 


 




    	 



    	 



    

 


Rasan
Private Equity Inc.


 


SELLER'S
ACCEPTANCE


Date: 18
July, 2013


 


	To:	Richmond Commodities Limited
	Attention:	Bryce Morrison
	From:	Rasan Private Equity Inc. [as agent for E&P Co, LLC.]


 


Re: Letter
of Understanding Regarding Commodity Purchases dated March 4th 2009


 





We refer
to the above-referenced Letter of Understanding (the capitalised terms used in this notification having the meanings specified
in such letter), the Seller's Request, dated 18 July, 2013, from us to you, and the Purchaser's Offer (the "Purchaser's
Offer"), dated 18 July, 2013, from you to us, and hereby accept your offer to purchase from us the Metals
described in the Purchaser's Offer on the terms specified therein, which terms are set forth below:




 





Purchase Terms


 


	Seller:	Rasan Private Equity Inc. [as agent for E&P Co, LLC.]
	Purchaser:	Richmond Commodities Limited
	Seller's reference:	REH-E&P Co 001/2013
	Metal:	PALLADIUM
	Quantity:	616 Troy Ounces
	Location:	Loco USA
	Delivery:	On the Settlement Date, we shall arrange for the Metal and Quantity stated above to be delivered in accordance with your standing instructions.
	Purchase Price:	USD 450,000
	Price per Troy Ounces:	USD 730.5194805
	Settlement Date:	18 July, 2013
	Payment:	On the Settlement Date please credit our account as specified in the above referenced Letter of Understanding with the Purchase Price stated above.


 


Our sale
of the Metal specified above shall be subject to the terms of above-referenced Letter of Understanding.


 


Rasan
Private Equity Inc.


 


		 
	Name: Abdulrahman AI-Kooheji	 
	Title: Director	 


 




    	 



    	 



    

 







18 July,
2013


 


CREDIT
TERMS AND CONDITIONS


 


UP TO
USD Four Hundred Fifty Thousand ($ 450,000) Murabaha Facility


 


Nature
of Transaction:


 


This
Term Sheet represents the current contractual relationship of the commodity trade transaction(s) whereby the Beneficiary purchased
on a deferred basis a specified Commodity from London Metal Exchange and immediate sold it on spot to produce immediate cash to
be used as working capital for the Beneficiary.


At
the conclusion the transaction the Beneficiary had available cash and at the same future debt payment representing the purchase
proceeds. The difference between the purchase deferred price and the spot sale price constitute the cost of financing in the books
of the Beneficiary. This transaction is referred to as Murabaha


 





	Purpose	:	To provide
    working capital financing i for of Murabaha Facility of up to USD Four Hundred Fifty Thousand Only ($ 450,000) in favour of
    E&P Co. to fund business and operating activities.
	 	 	 
	Beneficiary	:	E&P Co. LLC.
	 	 	 
	Financier	:	Rasan Private Equity
    Inc.
	 	 	 
	Facility Amount	:	USD Four Hundred Fifty
    Thousand ($ 450,000)
	 	 	 
	Disbursement Date	:	18th July
    2013
	 	 	 
	deferred sales price	:	$470,091
	 	 	 
	Maturity Date	:	31st October
    2014
	 	 	 
	Profit rate	:	3.5% per annum based
    on the actual 365 days year
	 	 	 
	Murabaha Payments	:	One payment of the deferred
    sales price on 31st October 2014
	 	 	 
	Security	:	Corporate Guarantee of
    the Beneficiary
	 	 	 
	Documentation	:	As per Murabaha Financing
    Facility dated 18th July 2013












 






    	Credit Terms and Conditions US $ 450,000	Page 1 of 1