Exhibit 10.3 


 


ASSET TRANSFER DEED


 


BETWEEN


 


ASIA PACIFIC ENERGY VENTURES PTE. LTD.


 


AND


 


PACIFIC ENERGY CONSULTING LIMITED


 


AND


 


T20 HOLDINGS PTE. LTD.


 




    	 



     


    

 


ASSET TRANSFER DEED dated this 30th day
of June, 2022 by and between:


 


		1.	ASIA PACIFIC ENERGY VENTURES PTE. LTD., having its registered office at 10 Anson Road, #13-09 International
Plaza, Singapore 079903 (hereinafter referred to as “APEV”); and



 


		2.	PACIFIC ENERGY CONSULTING LIMITED, having its registered office at level 6, MRDC Haus, Corner of
Champion Parade & Musgrave Street, Port Moresby, National Capital District, 121, Papua New Guinea (hereinafter referred to as “PEC”);
and



 


		3.	T20 HOLDINGS PTE. LTD., having its registered office at 3 Phillip Street #19-01, Royal Group Building,
Singapore 048693 (hereinafter referred to as “T20”).



 


WHEREAS:


 


		A.	T20 intends to list on the NASDAQ stock exchange.



 


		B.	As at the date of this Deed, T20 and APEV have the same shareholders and are “associated entities”
as referenced within the Stamp Duties (Relief from Stamp Duty upon Transfer of Assets between Associated Permitted Entities) Rules
2014 (the “Rules”). The shareholders of APEV and T20 wish to restructure parts of APEV’s underlying assets and business
to allow T20 to list on the NASDAQ stock exchange.



 


		C.	Each of APEV and T20 are “Permitted Entities” that are associated as defined within
the Rules.



 


		D.	APEV wishes to transfer its entire legal and beneficial interests in the Specified Assets to T20 pursuant
to this Asset Transfer Deed (this “Deed”) to give effect to the purpose of this Deed.



 


		E.	PEC is a wholly owned subsidiary of APEV and wishes to transfer its entire legal and beneficial interests
in the Specified Assets to T20 pursuant to this Deed to give effect to the purpose of this Deed.



 


IN CONSIDERATION OF THE TERMS AND COVENANTS
HEREIN, THE PARTIES AGREE AS FOLLOWS:


 


		1.	PURPOSE OF THIS DEED



 


The purpose of this Deed is to consolidate the
Specific Assets within T20 so as to allow T20 to list on the NASDAQ stock exchange.


 



    	 



     


    

 


		2.	TRANSFER OF ASSETS



 


		2.1	Upon the terms, and subject to the conditions, of this Deed, APEV hereby transfers the entirety of APEV’s
legal and beneficial interests in the Specified Assets to T20 with effect from 1 April, 2022. Nothing in this Deed transfers, assigns
or otherwise modifies APEV’s ownership or rights in any property or other assets which are not contemplated and/or included within
the Specified Assets.



 


		2.2	Upon the terms, and subject to the conditions, of this Deed, PEC hereby transfers the entirety of PEC’s
legal and beneficial interests in the Specified Assets to T20 with effect from 1 April, 2022. Nothing in this Deed transfers, assigns
or otherwise modifies PEC’s ownership or rights in any property or other assets which are not contemplated within the Specified
Assets.



 


		3.	POWER OF ATTORNEY



 


Each of APEV and PEC grants T20 a Power of Attorney
in the form specified in Schedule 2 for the purposes of giving effect to the transfer of the Specified Assets in accordance with this
Deed and such Power of Attorney is expressly granted to allow T20 to use, operate or otherwise deal with any of the Specified Assets as
T20 deems fit and as if T20 were the owner of Specified Assets in circumstances where such Specified Assets are unable to be immediately
transferred or assigned in accordance with this Deed, such as but not limited any Specified Assets which require registration with a government
department in order for such transfer to be legally effective.


 


		4.	SPECIFIED ASSETS TRANSFERRED ON “AS-IS / WHERE-IS” BASIS



 


APEV and PEC, collectively and individually, make
no representations or warranties in respect of the value or validity of the Specified Assets. T20 expressly agrees and acknowledges that:


 


		a)	the Specified Assets are being transferred on an “as-is / where-is” basis in accordance with
T20’s own due diligence and research;



 


		b)	T20 has not relied on any representations or warranties from APEV or PEC in accepting the Specified Assets
or paying the Asset Sale Amount;



 


		c)	T20’s acceptance of the Specified Assets includes such claims, obligations and liabilities, if any,
attaching to the Specified Assets on or before the date of this Deed.



 


		5.	EMPLOYEES



 


T20 expressly acknowledges that the Specified
Assets may include existing and ongoing obligations, liabilities and responsibilities as relate to employment Deeds following the acquisition
of the Specified Assets. T20 agrees and acknowledges that it has not relied on any representations or warranties from APEV or PEC in respect
of, and that the acknowledgements made under clause 4 also apply to, the Specified Assets’ employment Deeds.


 



    	 



     


    

 


		6.	CONSENT OF THIRD PARTIES



 


APEV will use all reasonable commercial efforts
to obtain the consents, if any, of Third Parties which are required to transfer the entirety of APEV’s legal and beneficial interests
in the Specified Assets to T20 (the “Third Party Consents”) and T20 shall use all reasonable commercial efforts to support
APEV in obtaining the Third Party Consents.


 


		7.	STAMP DUTY



 


To the extent that any transaction contemplated
in this Deed is not entitled to relief from stamp duty pursuant to the Rules, T20 shall be obliged to pay any and all stamp duty assessed
on the transactions contemplated in this Deed.


 


		8.	CONSIDERATION



 


In consideration of the transfer of the Specified
Assets set out in clause 2 for a cumulative value of Eleven Million Three Hundred and Ninety Thousand Six Hundred and Twenty-Nine US Dollars
(US$11,390,629), T20 will issue, and each of APEV and PEC accept, in full and final satisfaction of all obligations of T20 under this
Deed, Nineteen Million Two Hundred and Fourteen Thousand Nine Hundred and Thirty-Four (19,214,934) new ordinary shares in T20 (the “Consideration
Shares” and each, a “Consideration Share”) at the issue price of US$0.59280083 per Consideration Share to the following
persons nominated by APEV and PEC in the following proportions:


 


	Snowfields Wealth Management Limited	 	 	9,064,419	 
	Seasons Cove Limited	 	 	4,209,346	 
	Tanuki Holdings Limited	 	 	3,058,621	 
	Fuato Limited	 	 	2,882,548	 



 


The total consideration for the transfer of the
Specified Assets shall be the Asset Sale Amount, and the Asset Sale Amount shall be allotted to the Specified Assets on the basis set
out in Schedule 1.


 


Upon the allotment of the Consideration Shares
as contemplated in this clause, APEV and PEC shall be deemed to have obtained a good quittance for the transfer of the Specified Assets.


 


		9.	GOVERNING LAW AND DISPUTE RESOLUTION



 


This Deed shall be governed by, and be construed
in accordance with, the laws of the Republic of Singapore. The Parties agree to use all reasonable endeavours to resolve any and all disputes
arising from this Deed on mutually satisfactory basis provided however that for any dispute that cannot be mutually resolved within fourteen
(14) days of the dispute arising, either party may refer that dispute to be finally resolved by arbitration administered by the Singapore
International Arbitration Centre (“SIAC”) in accordance with the arbitration rules of the SIAC for the time being in force
which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Singapore. The Tribunal shall
consist of one arbitrator. The language of the arbitration shall be English.


 



    	 



     


    

 


		10.	SEVERABILITY



 


In the event that one or more provisions of this
Deed shall, or shall be deemed to, be invalid or unenforceable, the validity and enforceability of the other provisions of this Deed shall
not be effected thereby. In such case, the Parties hereto agree to recognize and give effect to such valid and enforceable provision or
provisions which correspond as closely as possible with the commercial intent of the Parties. The same shall apply in the event that the
Deed contains any gaps.


 


		11.	DEFINITIONS



 


		11.1	“Asset Sale Amount” means the amount of Eleven Million Three Hundred and Ninety Thousand Six
Hundred and Twenty-Nine United States Dollars (US$11,390,629) denoting the agreed value of the Specified Assets.



 


		11.2	“Specified Assets” means those assets, shares, property or other items specified in Schedule
1.



 


		11.3	The “Rules” mean the Stamp Duties (Relief from Stamp Duty upon Transfer of Assets between
Associated Permitted Entities) Rules 2014.



 


EXECUTED AS AN DEED


 


	
    ASIA PACIFIC ENERGY VENTURES PTE. LTD.
	 	T20 HOLDINGS PTE. LTD.
	 	 	 
	/s/ S. NEWMAN POA.	 	 
	DIRECTOR	 	 
	 	 	 
	S. NEWMAN POA.	 	/s/ Geoffrey Allan Lawrence
	DIRECTOR / SECRETARY	 	Geoffrey Allan Lawrence (Director)


 


	PACIFIC ENERGY CONSULTING LIMITED	 	 
	 	 	 
	/s/ S. NEWMAN POA.	 	/s/ James Herbert Schnieders
	DIRECTOR	 	James Herbert Schnieders (Director)
	 	 	 
	S. NEWMAN POA.	 	 
	DIRECTOR / SECRETARY	 	 


 



    	 



     


    

 


Schedule 1 – SPECIFIED ASSETS


 


		(A)	APEV assets



 


The Specified Assets include all of APEV’s
rights, title and interests in the shares of the following entities:


 


 


	Name	 	Registration
    No.	 	Location	 	Description
    of Shares	 	Allocation
    of 
 Asset Sale 
 Amount	 
	Twenty20 Energy
    Systems Pte. Ltd.	 	201425478K	 	Singapore	 	100,000 ordinary
    shares with an issued and paid-up capital of S$100,000	 	US$	7,451,533	 
	Twenty20 Power Pte. Ltd.	 	201927378G	 	Singapore	 	3,000 ordinary shares
    with an issued and paid-up capital of S$3,000	 	US$	2,169	 
	Pacific Residential Holdings
    Limited	 	1-119405	 	Papua New Guinea	 	100 ordinary shares with
    an issued and paid-up capital of 100 kina	 	US$	1	 
	T20 Group Limited	 	1-125230	 	Papua New Guinea	 	100 ordinary shares with
    an issued and paid-up capital of 100 kina	 	US$	30	 
	T20 Generation Limited	 	1-127451	 	Papua New Guinea	 	100 ordinary shares with
    an issued and paid-up capital of 100 kina	 	US$	30	 



 


Notes:


 


		1.	Entities incorporated in Singapore have their registered office
address at 3 Phillip Street #19-01, Royal Group Building, Singapore 048693



 


		2.	Entities incorporated in Papua New Guinea have their registered
office address at Level 6, Mrdc Haus, Cnr Of Champion Parade & Musgrave Street, Port Moresby, National Capital District, 121, Papua
New Guinea



 




    	 



     


    

 


		(B)	PEC assets



 


The Specified Assets include all of PEC’s
rights, title and interests in the following:


 


		(a)	Vehicles - the following vehicles having a net asset value as at December 31st, 2021 of Five Hundred and Twenty-Three Thousand,
Nine Hundred and Eighty-Four Papua New Guinea Kina Sixty-Eight Toeas (523,984.68PGK):



 


	 
Registration
	 	Make	 	Allocation of Asset Sale

 Amount US$	 
	BFZ 338	 	Kia Seltos	 	 	13,850.58	 
	BFZ 339	 	Kia Seltos	 	 	13,803.87	 
	BFY 742	 	Nissan Navara	 	 	20,026.22	 
	BFY 743	 	Nissan navara	 	 	20,026.22	 
	BFX 491	 	Nissan Navara	 	 	19,491.33	 
	BFO 805	 	Nissan Patrol	 	 	12,437.06	 
	BFR 393	 	Nissan Patrol	 	 	13,501.03	 
	BEY 155	 	Nissan X Trail	 	 	10,349.53	 
	BFM 264	 	Toyota Prado	 	 	20,482.88	 
	BFR 604	 	Kia 2700	 	 	5,002.65	 



 


		(b)	Inventory having a total stock value as at December 31st, 2021 of Seven Hundred and Thirty-One Thousand, Four Hundred and
Seventy Papua New Guinea Kina Fourteen Toeas (731,470.14PGK). Allocation of Asset Sale Amount is US$207,960.



 


		(c)	Leases for land more specifically denoted as portions 3026, 3027, 3029 and 3030 (the “Land”) having a value as at December
31st, 2021 of Twelve Million Five Hundred Thousand Papua New Guinea Kina (12,500,000PGK). Allocation of Asset Sale Amount is
US$ 3,553,810.



 


		(d)	Improvements for the Land having a value as at December 31st, 2021 of Two Hundred and Eleven Thousand Twenty-Seven United
States Dollars (US$211,027). Allocation of Asset Sale Amount is US$211,027.



 



    	 



     


    

 


		(e)	IT Assets with the following serial numbers having a value as at December 31st, 2021 of Twelve Thousand One Hundred and
Fifty-Five United States Dollars Eighteen Cents (US$12,155.18):



 


	
    Dell Inc.
	Inspiron 3464 AIO	D00G872
	Dell Inc.	OptiPlex 3070	CZ1W053
	Dell Inc.	OptiPlex 3070	CYQT053
	Dell Inc.	Latitude 3400	4Y89QT2
	Dell Inc.	Latitude 3400	1SGDPW2
	Dell Inc.	Latitude 3400	86F0PW2
	LENOVO	10ST002TAU	PC0VXQEY
	Dell Inc.	Latitude 3400	B6F0PW2
	Dell Inc.	Latitude 3400	B5F0PW2
	LENOVO	10ST002TAU	PC0VXQG6
	Dell Inc.	Latitude 3400	95F0PW2
	Hewlett-Packard	Pavilion x360 Convertible 14-ba1xx	8CG7424CZK
	Dell Inc.	Dell Precision 7730	2DZ5533
	Dell Inc.	Latitude 3510	B8K40B3
	Dell Inc.	Latitude 3510	2X3K203
	Acer	Nitro AN515-52	NHQ3XSG00182709D433400
	Dell Inc.	Latitude 3400	7MBYNW2
	Micro-Star International Co.	 	9S716P612043ZI4000152
	Dell Inc.	Latitude 3400	G4F0PW2


 


Allocation of Asset Sale Amount to the IT Assets
is US$12,155.


 


		(f)	All IT infrastructure assets at the Dirio Power Plant having a value as at December 31st, 2021 of Thirteen Thousand Nine Hundred and
Sixty-Three United States Dollars Forty-Four Cents (US$13,963.44):



 


	
    Type
	 	Model	 	Quantity
	Firewall	 	FortiGate 30E-3G4G	 	1
	Switch	 	Fortigate Switch 24 port	 	2
	 	Fortigate Switch 8 port	 	1
	Access Point	 	FortiGate AP 	 	2
	Access Point 	 	Cambium Force E500	 	5
	Rack	 	iON 42RU	 	1
	UPS	 	ION UPS 3000VA	 	2
	Router	 	TP link Wireless N router	 	3
	CCTV	 	XRN-1610A NVR System	 	1
	PABX	 	3CX PABX 	 	1


 


Allocation of Asset Sale Amount to the IT infrastructure
assets is US$13,963.44.


 



    	 



     


    

 


		(g)	Power Station Onshore Operations and Maintenance Agreement signed with Dirio Gas and Power Company Limited for the Dirio Central Province
Power Station project, to be novated by PEC as directed by T20 in accordance with Deed of Novation set out in Schedule 3. Allocation of
Asset Sale Amount to the Operations and Maintenance Agreements is US$1.



 


		(h)	Construction Contract for Gas Fired Power Plant to be located in Hela Province, Papua New Guinea, to be novated by PEC as directed
by T20 in accordance with Deed of Novation set out in Schedule 3. Allocation of Asset Sale Amount to the Construction Contract is US$1.



 


		(i)	Onshore Operations and Maintenance Agreement signed with Laitebo Hela Power Company Limited for the Hela Province project, to be novated
by PEC as directed by T20 in accordance with Deed of Novation set out in Schedule 3. Allocation of Asset Sale Amount to the Operations
and Maintenance Agreement is US$1.



 


		(j)	Memorandum of Understanding signed with PT Satymitra Surya Perkasa (PT SSP) acknowledging mutual interest in sharing information and
that the Parties are desirous of engaging in a non-binding non-exclusive cooperative working relationship to study and develop (both jointly
and independently) energy project opportunities within Indonesia, to be novated by APEV as directed by T20 in accordance with Deed of
Novation set out in Schedule 3. Allocation of Asset Sale Amount to the MOU with PT SSP is US$1.



 


		(k)	Memorandum of Understanding with the Autonomous Government of Bougainville and the Bougainville Resources Corporation for strategic
collaboration to support development and operation of domestic power generation and electricity distribution infrastructure, to be novated
by PEC as directed by T20 in accordance with Deed of Novation set out in Schedule 3. Allocation of Asset Sale Amount to the MOU with the
Autonomous Government of Bougainville and the Bougainville Resources Corporation is US$1.



 


		(l)	The Specified Assets include all of PEC’s rights, title and interests in the shares of the following
entities:



 


	Name	 	Registration

    No.	 	Location	 	Description
    of Shares	 	Allocation
    of 

    Asset Sale

    Amount	 
	PAWA GENERATION
    PNG LIMITED	 	1-125231	 	Papua New
    Guinea	 	100 ordinary shares with an
    issued and paid-up capital of 100 kina	 	US$	30	 
	BOUGAINVILLE ENERGY LIMITED	 	1-127295	 	Papua New Guinea	 	100 ordinary shares with an issued and paid-up
    capital of 100 kina	 	US$	30	 



 



    	 



     


    

 


Schedule 2 – POWER OF ATTORNEY
- PROFORMA


 


		A.	APEV in SINGAPORE



 



    	 



     


    

 


 


This DEED OF POWER OF ATTORNEY is given
this ____ day of ____________ 2022 by ASIA PACIFIC ENERGY VENTURES PTE. LTD., having its registered office at 10 Anson Road, #13-09
International Plaza, Singapore 079903 (hereinafter called the (“Grantor”).


 


WHEREAS:


 


		A.	The Grantor is a company limited by shares incorporated in Singapore pursuant to the Companies Act (Chapter
50) of Singapore that has entered into an Asset Sale Deed with T20 Holdings Pte Ltd (“T20”).



 


		B.	In connection with, and in order to give effect to, the Grantor’s intention and obligations under
the Asset Sale Deed, the Grantor will transfer certain assets (the “Specified Assets”) to T20 and in the course of such transfer
authorises T20 to use, operate or otherwise deal with the Specified Assets as T20 deems fit and may require documents to be signed on
its behalf including but not limited to application forms, financial documents, letters of undertaking, letters of engagement, leases,
guarantees, indemnities, contracts and/or Deeds and may from time to time institute and defend civil or criminal suits, appeals, revisions
and other legal proceedings in various courts, tribunals or offices and before other authorities in Singapore and outside;



 


		C.	T20 has appointed IAIN JOHN DEAY (the “Attorney”), of 2 young close, Aylesbury,
Bucks, HP21 7FB, United Kingdom (United Kingdom passport number: 510697592) as Chief Financial Officer of T20. The Attorney is an employee
of Twenty20 Energy Systems Pte Ltd (the “Employer”), which will become a wholly owned subsidiary of T20 pursuant to
the Asset Sale Deed.



 


		D.	The Grantor hereby appoints the Attorney to act, and sign any and all documents, on the Grantor’s
behalf in all matters pursuant to and in accordance with this Deed of Power of Attorney.



 


NOW THIS DEED WITHNESSETH as follows:


 


		1.	The Grantor hereby appoints the Attorney to be the Grantor’s true and lawful attorney with full
power of substitution and delegation and with full power to act for the Grantor and on behalf of and for and in the name of the Grantor
or the Attorney or otherwise to do all or any of the following acts, things and deeds which the Grantor is legally capable of doing.



 


		2.	The Grantor hereby ratifies and confirms and agrees to ratify and confirm all and whatsoever the Attorney
and/or its attorney(s) shall do or cause to be done or purport to do in the exercise of all or any of the powers and authorities referred
to herein including all such deeds, instruments and documents lawfully executed by virtue of the powers and authorities hereby conferred.



 



    	 



     


    

 


		3.	The Grantor hereby further declares that the power and authorities hereby conferred are given for valuable
consideration.



 


		4.	The Grantor further agrees that neither T20 nor the Attorney shall not be liable or made to be liable
to any party in respect of matters which are done pursuant to, and in accordance with the powers and authorities granted under, this Power
of Attorney and in respect of parties to whom the Attorney shall deal with as part of its exercise of this Power of Attorney or in pursuance
of this Power of Attorney. The Grantor hereby irrevocably agrees to keep T20 and the Attorney and/or its attorney(s) indemnified against
all claims, demands, proceedings, damages, costs, expenses howsoever incurred or suffered and/or otherwise keep the Attorney and/or its
attorney(s) harmless in respect of all matters relating to or in connection with the proper and valid exercise of this Power of Attorney
and of matters done in pursuance of, and in accordance with, this Power of Attorney.



 


		5.	This Power of Attorney shall be governed by and construed in accordance with the laws of the Republic
of Singapore.



 


IN WITNESS WHEREOF the Grantor has caused
its Common Seal to be hereunto affixed the day and year first hereinbefore written.


 


	The Common Seal of	)	 
	 	 
	PACIFIC ENERGY 	)
	 	 
	CONSULTING LIMITED	)
	 	 
	was hereunto affixed in the	)
	 	 
	presence of:-	)



 


	DIRECTOR	/s/ S. NEWMAN POA	 
	 	 	 
	DIRECTOR/SECRETARY	S. NEWMAN POA	 



 



    	 



     


    

 


		B.	PEC in Papua New Guinea



 




    	 



     


    

 


This DEED OF POWER OF ATTORNEY is given
this ____ day of ____________ 2022 by PACIFIC ENERGY CONSULTING LIMITED, having its registered office at level 6, MRDC Haus, Corner
of Champion Parade & Musgrave Street, Port Moresby, National Capital District, 121, Papua New Guinea (hereinafter called the (“Grantor”).


 


WHEREAS:


 


		A.	The Grantor is a company limited by shares incorporated in Papua New Guinea pursuant to the Companies
Act 1997 of Papua New Guinea that has entered into an Asset Sale Deed with T20 Holdings Pte Ltd (“T20”).



 


		B.	In connection with, and in order to give effect to, the Grantor’s intention and obligations under
the Asset Sale Deed, the Grantor will transfer certain assets (the “Specified Assets”) to T20 and in the course of such transfer
authorises T20 to use, operate or otherwise deal with the Specified Assets as T20 deems fit and may require documents to be signed on
its behalf including but not limited to application forms, financial documents, letters of undertaking, letters of engagement, leases,
guarantees, indemnities, contracts and/or Deeds and may from time to time institute and defend civil or criminal suits, appeals, revisions
and other legal proceedings in various courts, tribunals or offices and before other authorities in Singapore and outside;



 


		C.	T20 has appointed IAIN JOHN DEAY (the “Attorney”), of 2 young close, Aylesbury,
Bucks, HP21 7FB, United Kingdom (United Kingdom passport number: 510697592) as Chief Financial Officer of T20. The Attorney is an employee
of Twenty20 Energy Systems Pte Ltd (the “Employer”), which will become a wholly owned subsidiary of T20 pursuant to
the Asset Sale Deed.



 


		D.	The Grantor hereby appoints the Attorney to act, and sign any and all documents, on the Grantor’s
behalf in all matters pursuant to and in accordance with this Deed of Power of Attorney.



 


NOW THIS DEED WITHNESSETH as follows:


 


		1.	The Grantor hereby appoints the Attorney to be the Grantor’s true and lawful attorney with full
power of substitution and delegation and with full power to act for the Grantor and on behalf of and for and in the name of the Grantor
or the Attorney or otherwise to do all or any of the following acts, things and deeds which the Grantor is legally capable of doing.



 


		2.	The Grantor hereby ratifies and confirms and agrees to ratify and confirm all and whatsoever the Attorney
and/or its attorney(s) shall do or cause to be done or purport to do in the exercise of all or any of the powers and authorities referred
to herein including all such deeds, instruments and documents lawfully executed by virtue of the powers and authorities hereby conferred.



 



    	 



     


    

 


		3.	The Grantor hereby further declares that the power and authorities hereby conferred are given for valuable
consideration.



 


		4.	The Grantor further agrees that neither T20 nor the Attorney shall not be liable or made to be liable
to any party in respect of matters which are done pursuant to, and in accordance with the powers and authorities granted under, this Power
of Attorney and in respect of parties to whom the Attorney shall deal with as part of its exercise of this Power of Attorney or in pursuance
of this Power of Attorney. The Grantor hereby irrevocably agrees to keep T20 and the Attorney and/or its attorney(s) indemnified against
all claims, demands, proceedings, damages, costs, expenses howsoever incurred or suffered and/or otherwise keep the Attorney and/or its
attorney(s) harmless in respect of all matters relating to or in connection with the proper and valid exercise of this Power of Attorney
and of matters done in pursuance of, and in accordance with, this Power of Attorney.



 


		5.	This Power of Attorney shall be governed by and construed in accordance with the laws of the Papua New
Guinea.



 


IN WITNESS WHEREOF the Grantor has caused
its Common Seal to be hereunto affixed the day and year first hereinbefore written.


 


	The Common Seal of	)	 
	 	 
	PACIFIC ENERGY 	)
	 	 
	CONSULTING LIMITED	)
	 	 
	was hereunto affixed in the	)
	 	 
	presence of:-	)



 


	DIRECTOR	/s/ S. NEWMAN POA	 
	 	 	 
	DIRECTOR/SECRETARY	S. NEWMAN POA	 



 




    	 



     


    

 


Schedule 3 – DEED OF NOVATION -
PROFORMA


 




    	 



     


    

 


DEED OF NOVATION


 


THIS DEED is made on the _____ day of ______________________ 2022


 


BETWEEN: [XXX] of ___________________________ ________________________________________________________________________
(hereinafter called the “Employer”) of the first part, and


 


[YYY] whose registered office is at ________________________________________________________________________
(hereinafter called the “Original Contractor”) of the second part and


 


[NAME OF NEW COMPANY] whose registered office is at ________________________________________________________________________
(hereinafter called as the “New Contractor”) of the third part.


 


WHEREAS:-


 


		A.	The Employer and Original Contractor have entered into a [_________] Agreement dated ______________ (hereinafter
called the “[_________] Agreement”) for the provision of certain [_________] Works and/or Services the execution of [_________]
works relating to the [_________] Project located in [_________] upon the terms, conditions and covenants therein specified.



 


		B.	The Original Contractor wishes to transfer and be released and discharged from the [_________] Agreement
and the Employer has agreed to release and discharge the Original Contractor upon the terms of the New Contractor’s agreement to
perform the [_________] Agreement and to be bound by the terms of the [_________] Agreement in place of the Original Contractor.



 


NOW IT IS HEREBY AGREED AS FOLLOWS:-


 


		1.	The Original Contractor hereby novates absolutely to the New Contractor
the [_________] Agreement and the full benefit thereof and all remedies for enforcing the same and the New Contractor undertakes to be
bound by and observe and perform the terms, conditions and covenants to be bound by and observe and perform the terms, conditions and
covenants of the [_________] Agreement on the part of the Original Contractor to be observed, performed and satisfied in every way as
if the New Contractor were named a party to the [_________] Agreement in substitution for the Original Contractor as at the date of the
[_________] Agreement and the New Contractor undertakes to assume all liabilities and to satisfy all claims and demands whatsoever arising
out of or in respect of the [_________] Agreement.



 



    	 



     


    

 


		2.	The Parties agree that the Original Contractor has been paid __________
under the [_________] Agreement and that following the execution of this Novation Agreement, Employer shall pay, in accordance with the
[_________] Agreement, the balance of __________ to the New Contractor.



 


		3.	The Employer hereby releases and discharges the Original Contractor
from the further performance of the [_________] Agreement and from all claims and demands whatsoever arising out of or in respect of
the [_________] Agreement in respect of any works or services provided by the New Contractor after the date that this Agreement is executed
and accepts the liability of the New Contractor to perform the [_________] Agreement in lieu of the liability of the Original Contractor
as and from the date of execution of this Agreement.



 


		4.	The New Contractor hereby covenants with the Employer to fulfil
and discharge the terms, conditions and covenants of the [_________] Agreement in every way as if the New Contractor were named a party
to the [_________] Agreement in substitution for the Original Contractor and the Employer hereby covenants with the New Contractor to
be bound to the New Contractor to observe and perform terms, conditions, and covenants of the Agreement on the part of the Employer to
be observed and performed and hereby acknowledges that the New Contractor is entitled to the full benefit of the [_________] Agreement.



 


IN WITNESS whereof this Deed has been executed on
the date first above written.


 


	
     

    SIGNED SEALED AND DELIVERED

for and on behalf of [ ] by

__________________________________________


    (Print Name of Person signing being its legal or authorized
representative) in the presence of :-
	
    )

    )

    )

    )

    )

    )
	
     

     

     

    _______________________

    (Signature and Seal)



 


	
    SIGNED SEALED AND DELIVERED

    for and on behalf of [ ] by

    ___________________________________________

    (Print Name of Person signing being its legal or authorized representative)
    in the presence of :
	
    )

    )

    )

    )

    )

    )

     
	
     

     

    

    _______________________

    (Signature and Seal)

	
    SIGNED SEALED AND DELIVERED

    for and on behalf of [__________]

    by

    _________________________________________

    (Print Name of Person signing being its legal or authorized representative)
    in the presence of :
	
    )

    )

    )

    )

    )

    )

    )
	
     

     

     

    _______________________

    (Signature and Seal)




 



    	 



     


    

 


TABLE OF CONTENTS


 


Contents


 




	1.   PURPOSE OF THIS DEED	2
	2.   TRANSFER OF ASSETS	3
	3.   POWER OF ATTORNEY	3
	4.   SPECIFIED ASSETS TRANSFERRED ON “AS-IS / WHERE-IS” BASIS	3
	5.   EMPLOYEES	3
	6.   CONSENT OF THIRD PARTIES	4
	7.   STAMP DUTY	4
	8.   CONSIDERATION	4
	9.   GOVERNING LAW AND DISPUTE RESOLUTION	4
	10.   SEVERABILITY	5
	11.   DEFINITIONS	5
	Schedule 1 – SPECIFIED ASSETS	6
	Schedule 2 – POWER OF ATTORNEY - PROFORMA	10
	Schedule 3 – DEED OF NOVATION - PROFORMA	16