0000704172
false
PHI GROUP INC
0000704172
2022-01-17
2022-01-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 17, 2022
(Exact
name of registrant as specified in its charter)
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Wyoming
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001-38255-NY
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90-0114535
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2323
Main Street, Irvine, CA
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92614
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 714-793-9227
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Precommencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Precommencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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PHIL
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OTC
Markets
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provide pursuant to Section 13(a) of the Exchange Act. ☐.
SECTION
8 - OTHER EVENTS
Item
8.01 Other Events.
1.
Memorandum of Understanding/Loan Agreement between Al Aqel and Partners Investment LLC and PHI Group, Inc.
On
January 17, 2022, the registrant signed a Memorandum of Understanding/Loan Agreement with Al Aqel and Partners Investment LLC, an Oman
company with address at Muscat Governorate Bousher 119 Alamarat, Muscat. P.O. BOX: 2393 Sultanate
of Oman, for a project financing loan program of One Billion U.S. dollars. The term of the loan will be ten years and the interest
rate will be 3.00% per annum, with a two-year grace period.
The
closing of this transaction is subject to having met certain administrative, legal and financial requirements, including a collateral
for the loan to be secured by a surety bond of 1% of the total loan amount to deducted from the proceeds of the loan.
2.
Loan Agreement between Arab League Investment Group and PHI Group, Inc.
On
January 17, 2022, the registrant signed a Loan Agreement with Arab League Investment Group, an Egyptian company with address at Arab
League Tahrir Square, Downtown Business District, Cairo, Egypt, for acquisition financing loan program of Two Hundred Million
U.S. dollars. The term of the loan will be fifteen years and the interest rate will be 2.5% per annum, with a three-year grace period.
The
closing of this transaction is subject to having met certain administrative, legal and financial requirements, including an acceptable
and satisfactory collateral for the loan.
3.
Use of Proceeds
The
registrant intends to use the funds from these loan programs for a variety of investment opportunities, including but not limited
to the Asia Diamond Exchange, the Multi-Commodities Center, acquisition and further development of operating business targets, selective
projects in the areas of real estate, infrastructure, renewable energy, healthcare, agriculture and special opportunities.
SECTION
9 – FINANCIAL STATEMENTS AND EXHBITS
Item
9.01 Financial Statements and Exhibits
The
following is a complete list of exhibit(s) in connection with the filing of this Report.
Exhibit
number(s) correspond to the number(s) in the exhibit table of Item 601 of Regulation S-K.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
January 31 2022
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PHI
GROUP, INC.
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(Registrant)
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By:
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/s/
Henry D. Fahman
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Henry
D. Fahman
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Chairman
and CEO
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Exhibit
10.1
MEMORANDUM
OF UNDERSTANDING/ LOAN AGREEMENT
BETWEEN
Al
AQEL AND PARTNERS INVESTMENT LLC
AND
PHI
GROUP INCORPORATED (PHI GROUP INC.)
This
Memorandum of Understanding (MOU) is made this day 17th day of January 2022
Between:
Al
AQEL AND PARTNERS INVESTMENT LLC of
Al
Aqel and Partners Investment LLC Muscat Governorate Bousher, 119
Alamarat,
Muscat. P.O. BOX: 2393 Sultanate of Oman.
(Hereinafter
refer as First Party).
AND
PHI
GROUP INCORPORATED (PHI GROUP INC) of
2323
Main Street Irvine, California 92614, United States of America.
(Hereinafter
refer as Second Party).
RECITALS
Whereas
the First Party is a financial investor, who is willing to make a loan to the Second Party in the initial principal $1,000,000,000.00USD
(One Billion United States of American Dollars Only).
Whereas,
The Second Party is an established registered business company. The Second Party is willing to accept the fund and the First Party is
prepared to cooperate with the Second Party in that respect.
Now
therefore, in consideration of the foregoing fact and the mutual representations and covenant hereinafter set forth, the parties here
to agree as follows:
ARTICLE
1: RECITALS:
1.1
The recitals set forth above constitute an integral part of this agreement and considered as a fundamental condition for its execution.
ARTICLE
2: PURPOSE OF THIS AGREEMENT:
2.1
The purpose of this Agreement is to define the contractual relations between the First Party and the Second Party and to serve as
a loan agreement upon execution by both Parties.
ARTICLE
3: AMOUNT AND ADVANCE OF LOAN:
3.1
Subject to the terms set forth herein, the First Party hereby commits to loan to the Second Party the principal amount of $1,000,000,000.00USD
(One Billion United States of American Dollars Only) on the Closing Date, the First Party shall disburse the full amount of the Loan
immediately to the Designated Account or to such other bank account designated by the Second Party
ARTICLE
4: PURPOSE:
4.1
The provision of the fund is provided by the first party to the Second Party, for operational and building a profiting venture and
to enable the Second Party to fund the costs and expenses of its business, as determined in its sole discretion.
ARTICLE
5: LOAN INTEREST:
5.1
Interest: The duties of the first party, under the terms and conditions of this Agreement shall be as follows:
To
make available the sum of $1,000,000,000USD only to the Second Party, The Second Party Guarantee Interest Rate of 3% for 10 years term
period, with an option to make annual repayments no later than 60 days after the Calendar year. And/or repayment at the expiration of
the contract period. Interest will continue to be paid on the outstanding capital only. With 2 years grace period to enable your investment
grow to a productive stage.
5.2
Maturity: The entire then-outstanding principal balance of the Loan and all accrued and unpaid interest thereon shall be due and
payable at the end of the Maturity Date.
5.3
Payment of Interest: The First Party hereby grants to the Second Party a Two (2) years grace period from the Closing Date (the “Interest
Free Loan Period”) before Loan interest becomes due and payable.
5.4
Payments: All payments to be made by the Second Party to the First Party hereunder will be made in USD to and in the name of the
First Party to the Lender Account or to such other account owned and designated by the First Party in writing at least ten (10) Business
Days prior to the payment due date. At its option upon at least ten (10) Business Days prior notice to the First Party, the Second Party
may prepay the outstanding Loan without premium or penalty by paying all or any portion of the then-outstanding principal balance of
the Loan and all accrued and unpaid interest thereon.
The
First Party shall maintain a register in which true and accurate entries are made evidencing all payments on the Loan made by the Second
Party, which register shall be available for inspection by the Second Party, at any reasonable time and from time to time upon reasonable
prior notice.
5.5
Prepayment Penalty: There is no prepayment penalty associated with this funding.
ARTICLE
6: LOAN DISBURSEMENT:
The
duties of the both the First Party and Second party, under the terms and conditions of this Agreement shall be as follows:
6.1
The First Party is to arrange a round table meeting in (Istanbul, Turkey) with the Second party for the Legalization Closure
and the disbursement of loan funds, which shall be transferred in favor of the second party. This also includes the setting up of the
Non-residential bank account in Turkey for the Second Party to receive the approved loan amount.
6.2
Loan processing fee that is total of €155,450.00 Euros to be made available and paid by Second Party when he arrives for closing
of this transaction in Istanbul. A down payment of €55,450 euro should be paid by Second Party to a payment bank account to commence
on the documentation and the remaining balance of €100,000.00 euros only will be paid upon arrival to Istanbul to finalize the due
clearance documentation. Please note, these payments are very important and must be paid in order to facilitate the loan process such
as to procure the basic insurance bond to act as the security/collateral for the loan funding, and to obtain legal clarification from
the Turkish authority to open a Non-residential bank account and possess the volume sum of one billion dollars.
6.3
Second Party is expected to arrive in Istanbul Turkey for the closure of the Loan on or before Seven (7) Business days from the date
the Letter of Intent and Loan agreement is sent by the First
Party
to the Second Party. Failure to comply with this given time frame will lead to the cancelation of the Loan Approval.
However,
if by any reason that the Second Party is incapacitated or unable to travel for the closure of this meeting at the given time, the closing
can be done remotely online and electronic signatures and stamps will be accepted by both parties.
ARTICLE
7: REPRESENTATIONS AND WARRANTIES:
7.1
The First Party represents and warrants to the Second Party as of the date hereof that
(i)
it is a company duly qualified to carry on business
under the laws of the jurisdiction of its incorporation.
(ii)
it has the authority to execute and deliver this Agreement.
(iii)
it has the power, capacity, and authority to perform
and observe all of its obligations hereunder. The First Party hereby confirms that it operates in compliance with applicable laws and
the Loan funds are clean with no criminal origin.
(iv)
First party will send a Team to project site/company
one month after the release of the Fund to take inventory of project progress to ensure full implementation of Loan released and Second
Party guarantees his safety/welfare during this 3-day visit.
7.2
The Second Party represents and warrants to the First Party as of the date hereof that (i) it is a company duly qualified to carry
on business under the laws of the jurisdiction of its incorporation.
(ii)
it has the authority to execute and deliver this Agreement.
(iii)
it has the power, capacity, and authority to perform
and observe all of its obligations hereunder.
ARTICLE
8: COLLATERAL:
8.1
The Loan will be secured by a SURETY BOND from reliable insurance company, to act as the funding collateral, the premium can be deducted
from the second party loan funds by approval of the second party which is 1% of the value loan amount.
ARTICLE
9: MISCELLANEOUS PROVISIONS:
9.1 Amendments. This Agreement may be amended only by a written document signed by both Parties or by their duly authorized representatives.
9.2 Governing Language. In the event that this Agreement is translated into any other language, the English language hereof shall govern.
ARTICLE
10: EVENTS OF DEFAULT:
Each
of the following shall constitute an event of default under this agreement:
10.1 Reimbursements. Failure of the Second Party to make any payments in accordance with the provisions of this Agreement which failure continues for a period of five (5) Business Days.
10.2 Failure to Fund. Failure of the First Party to disburse all or any portion of the Loan funds to the Second Party on the Closing Date.
10.3 False Statements. Any warranty, representation or statement made or furnished to the First Party by or on behalf of the Second Party under Article 7 of this Agreement or the other Transaction Documents shall have been false or misleading in any material respect either now or at the time made or furnished;
10.4 Other Defaults. Failure of the Second Party to comply with or to perform any other material term, obligation, covenant or condition contained in this Agreement or in any of the Transaction Documents between the Parties and such failure continues for more than thirty (30) days after the earlier of the date on which;
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(i)
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the
First Party has given notice of such default to the Second Party
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(ii)
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(ii)
the Second Party has actual knowledge of such default.
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Effect
of Default. In the event of a default by the Second Party,
all obligations of the First Party under this Agreement will be immediately terminated, and the First Party may at its option upon notice
to the Second Party accelerate and demand payment of all or any part of the remaining outstanding balance of the Loan and declare such
amount to be immediately due and payable. In the event of a default by the First Party, all obligations of the Second Party under this
Agreement will be immediately terminated, and compensation will be paid to the Second Party
for any damages arising from the First Party’s failure to perform, in addition to any other rights or remedies available at law
or in equity.
ARTICLE
11: CONFIDENTIALITY:
The
parties hereto agree to respect the confidential nature
of information which they receive during the term of this agreement, including information concerning the sale, distribution, financial
statements or banks accounts information of the company or the signature of the agreement, and they undertake to keep such information
strictly confidential during the said term and after the termination.
ARTICLE
12: GOVERNING LAW AND JURISDICTION:
All
difference concerning the validity, the interpretation or the performance of the present agreement shall be finally settled under the
rules of conciliation and arbitration of the international chamber of commerce by a single arbitrator appointed in accordance with the
said rules.
This
agreement shall in all respects be governed and construed in accordance with the law of both countries.
For:
The First Party
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/s/ Majid Al Barwani
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Date. 18th January, 2022
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Mr. MAJID AL BARWANI (CEO)
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Al AQEL AND PARTNERS INVESTMENT LLC. (signed and sealed)
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For:
The Second Party
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/s/ Henry D. Fahman
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Date. January 17, 2022
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Mr. HENRY D. FAHMAN (Chairman)
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PHI GROUP INCORPORATED (PHI GROUP INC). (signed and sealed)
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Exhibit
10.2
LOAN
AGREEMENT
This
Agreement is made and entered into on January 17, 2022 by and between:
THE
INVESTOR:
Investor’s
company name: Arab League Investment Group
Investor’s
location: Cairo, Egypt.
Investor’s
Commercial Registration No: ARUN2007
Investor’s
company address: Arab League Tahrir Square, Downtown Business District, Cairo, Egypt
Name
of representative person authorized to sign: Ahmed Aboul Gheit
Designation/Title/Job:
Arab League Secretariat
Bank
name: Arab Bank
Account full name: Arab League Investment Group
Account
Username: ARAB LEAGUE
Account
unique code: 16728
Bank
Account Number: 3883093002
Bank BIC/Swift Code: ARABJOAX100
Investor’s
admin email: admin@arablge.com
Investor’s
information email: info@arablge.com
Investor’s
customers care email: support@arablge.com
Investor’s
website: www.arablge.com
and
THE
FINANCED COMPANY/BORROWER:
Company’s
name: PHI GROUP, INC.
Borrower’s
nationality: The United States of American (U.S.A.)
Borrower’s
Commercial Registration No: 2017-000769478
Borrower’s
company address: 2323 Main Street, Irvine, CA 92614, U.S.A.
Borrower’s
name of representative person authorized to sign: Henry Dack Fahman
Borrower’s
Designation/Title/Job: Chairman & Chief Executive Officer
Borrower’s
email: henry@phiglobal.com
Borrower’s
website: www.phiglobal.com
Bank
account name: PHILUX Capital Advisors, Inc. (a wholly-owned subsidiary of the Borrower)
Bank
name: Bank of The West – BNP Paribas
Bank account number: 068423706
Bank SWIFT CODE: BWSTUS66
Bank
address: 6881 Warner Avenue, Huntington Beach, CA 92647, U.S.A.
The
Financed Company has a business plan to acquire profitable activity which will create wealth and value over more than a fifteen (15)
years’ investment plan.
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●
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The
Financier and The Financed companies are collectively referred to as the Parties.
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●
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Therefore,
in consideration of the foregoing facts and the mutual representations and covenants hereinafter set forth, the parties hereto agree
as follows:
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STATEMENT
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●
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The
Financier warrants and undertakes that it is ready, willing and able to make a cash- backed term investment loan of two point five
percent (2.5%) interest rate per annum for fifteen (15) years with amortization and the first 3 (three) years of grace as to interest
servicing, and principal to be repaid at the end of the ten (15) years or more as will be decided to The Financed Company to fund
the projects listed under purpose.
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●
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The
Financed Company accepts the terms and conditions of the term loan proposed by the Financier as set out above to finance its projects
identified under purpose.
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●
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This
Agreement may be executed only once, to the value of Two Hundred Million U.S. Dollars (USD 200,000,000) required in one tranche,
or in multiple tranches, up to the total value of Two Hundred Million U.S. Dollars (USD 200,000,000) under the same terms
and conditions herein consented by both parties.
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ARTICLE
(1) - PREAMBLE
The
recitals set forth above constitute an integral part of this agreement at all time and considered as a fundamental condition to execute
it between The Financier and The Financed Company on a mutually agreed basis.
ARTICLE
(2) - PURPOSE OF THIS AGREEMENT
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2.1
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The
Financier and The Financed Company as set out in this Loan Agreement.
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2.2
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The
Financier warrants and undertakes that it has the financial resources to make a cash back term Loan at an annual interest rate of
2.5% (two-point five percent) of requested value for at least fifteen (15) years with the first 3 (three) years of grace as to interest
servicing and principal to be repaid at the end of the fifteen (15) years to The Financed Company in order to fund the projects listed
under purpose in this section.
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2.3
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The
Financed Company accepts the terms and conditions of the term loan from the Financier as set out above to finance its projects identified
under purpose.
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2.4
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The
Financier will provide immediate funding to The Financed Company to complete and settle the Acquisitions of Businesses – Total
Financing Amount of Two Hundred Million U.S. Dollars (USD 200,000,000).
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2.5
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The
Loan funds will be utilized to settle and complete the acquisition prices, the business development to implement the respective project/business,
and its marketing plans.
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ARTICLE
(3) - RIGHTS GRANTED
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3.1
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Subject
to the terms and upon the conditions set forth herein, throughout the duration of this Agreement, The Financier hereby accept to
make available to The Financed Company the cash amount of Two Hundred Million U.S. Dollars (USD 200,000,000).
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3.2
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The
Financed Company is accepting this loan at the rate of 2.5% (two point five percent) interest per year payable at the end of each
anniversary date, and loan payable in a minimum duration of fifteen (15) years plus the first 3 (three) years of grace period for
servicing interest, with principal to be repaid in by a lump sum payment within or at the end of fifteen (15) years. The Financier
is to make available Two Hundred Million U.S. Dollars (USD 200,000,000) to fund as agreed with The Financed Company immediately
upon execution of this agreement.
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ARTICLE
(4) – PURPOSE
The
provision of the fund is to enable the Financier to make a cash backed loan to The Financed Company as set out in Article 2 in this agreement
and any top-up the loan principal amount as mutually agreed thereto from time to time by the parties.
ARTICLE
(5) - DUTIES OF THE FINANCIER
Duties
of the financier, under the terms and conditions of this contract shall be as follows:
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(5.1)
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To
sign copies of the agreement
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(5.2)
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To
introduce the financed company to his bank, to create a witness offshore account.
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(5.3)
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To
make a transfer order to his bank for fund release proper.
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(5.4)
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To
nominate his desired insurance firm from any part of the world where he chooses the borrower to obtain the insurance bond from to
secure the loan sum.
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ARTICLE
(6) - DUTIES OF THE FINANCED COMPANY
The
duties of The Financed Company, under the terms and conditions of this contract shall be as follows:
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(6.1)
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To
counter-sign the agreement, write an official loan request letter using his full company details on letterhead
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(6.2)
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To
provide his recent statement of account which will confirm to the investor that it is in good banking relationship with its local
bank.
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(6.3)
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To
follow the instruction of the investors Bank to create a witness offshore bank account with the investor’s bank.
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(6.4)
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To
provide indemnity protection wrap cover based on investor’s recommendation as stated in Article 5
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ARTICLE
7- STEPS FOR FUNDING.
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(7.1)
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After
both parties have signed the loan agreement, the investor shall cause their bank to contact the receiving team and advise them
on how to open offshore online account with investor’s bank.
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(7.2)
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The
receiving team shall create an offshore bank account with the investor’s bank, this account shall be free of charge; however,
if there are charges such as activation fee, account opening fee, the investor shall bear the cost for the little fees.
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(7.3)
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This
account shall serve as a mediator account between the investor and the borrower, to enable the bank stand as witness and guardian institution
against risk in favor of both parties.
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(7.4)
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The
investor’s bank shall credit the required funds in the borrower’s offshore online account,
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(7.5)
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The
Borrower having the license of Overseas Security Advisory Council and indemnity protection wrap
cover through Global insurance incorporation shall have the right to make transfer to any part of the world by bank swift.
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ARTICLE
(8) - DURATION OF THIS AGREEMENT
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(8.1)
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This
present Agreement shall become effective on the date signed below by the Financier Company and the Financed Company Representatives.
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(7.2)
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The
proof of acknowledgement of fund in account should be obtained from the receiving bank, as an evidence that the money has been received
by The Financed Company to identify the validity and Starting Date of this Loan Agreement.
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ARTICLE
(9) - COLLATERAL FOR LOAN
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(9.1)
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If
the collateral does not cover the total of the loan value, then borrower should cover any prorated difference through principal protected
note (PPN) and indemnity capital protection wrap (WCP) of the value worth the still uncovered balance.
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(9.2)
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Such
notes will be issued to lender and signed by borrower for the tenure of the loan that can either called upon or case of defaulted
on the loan by the borrower.
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ARTICLE
(10) - EXPIRATION AND CANCELLATION
This
Agreement shall expire as provided in Article 9. It may also be terminated by either party for any of the following reasons and conditions:
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(10.1)
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If
after the signing of the contract, the fund agreed in this contract has not been availed into account of The Financed Company by
the Financier for whatsoever reason, this contract will be automatically canceled and The Financed Company has rights or jurisdiction
to claim any compensation or amount from the Financier in addition to the immediate refund of the processing fee.
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(10.2)
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This
agreement between the two parties could be cancelled on the mutual terms and conditions agreed and specified.
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(10.3)
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The
Financier has the full rights and jurisdiction to cancel this agreement if The Financed Company fails to pay the agreed interest
in 3 (three) consecutive years. The Financier is then empowered to retrieve Two Hundred Million U.S. Dollars (USD 200,000,000)
from The Financed Company in addition to the interest for the three (3) consecutive years.
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(10.4)
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Either
party could cancel the agreement after settling his liabilities with the other party in the following way:
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3.3
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The
Financier has the full rights to terminate the contract without any penalty or deduction if The Financed Company fails to use the
aforementioned fund as stated in this agreement. The Financier is then empowered to retrieve the Two Hundred Million U.S. Dollars
(USD 200,000,000) from The Financed Company in additional to the accrued interest.
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3.4
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The
Financed Company can terminate this agreement at any time by paying back Two Hundred Million U.S. Dollars (USD 200,000,000)
in addition to any accrued interest.
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(i)
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Furthermore,
the present agreement will be terminated in the event that either party ceases activities, liquidates or dissolves itself, demands
a moratorium involving a large part of its assets, ceases to make payments, declares bankruptcy, and is declared in judicial adjustments
or liquidation or become the object of any similar procedure, becomes the object of a judgment ordering it to cease activities, has
its assets seized or has trustee or receiver appointed.
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ARTICLE
(11) - COMPENSATION FOR EXPENSES
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3.1
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(11.1)
Both parties hereby agree that expenses as made by The Financed Company in the period of the release and transfer of Two Hundred
Million U.S. Dollars (USD 200,000,000) will be deducted from the principal sum on completion of the transaction and transfers.
These expenses are subject to verification and on proper confirmation by the Financier Company.
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(11.2)
The Financed Company is then empowered to automatically deduct these expenses from the Principal fund released.
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ARTICLE
(12) - CONFIDENTIALITY AND ANONYMOUSITY
The
parties hereto agree to respect the confidentiality nature of information which they receive during the term of this agreement, including
information concerning the sale, distribution, financial statement or bank or account information of the company or the signatory of
this agreement , and they undertake to keep such information strictly confidential during the said term, and after the termination or
non-renewal of the agreement.
ARTICLE
(12) - WAIVER
No
forbearance on the part of either party in enforcing its rights under this agreement, nor any renewal, extension, or rearrangement of
any payment or covenant to be performed by the other party hereunder shall constitute a waiver of any term of this agreement or a forfeiture
of any such right.
ARTICLE
(13) – NOTICE
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13.1
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Any
notice demand, request, consent, approval, designation, specification or other communication given or made, or required to be given
or made here under, shall be in writing and shall be hand-delivered or sent by registered air mail (postage fully prepaid) addressed
to nominated address of the First and The Financed Company or to such other address of facsimile or telex number or person as either
party may hereafter designate.
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13.2
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A
notice shall be deemed to have been given and received:
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(i)
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When
left at the appropriate address if hand-delivered or sent by registered mail;
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(ii)
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When
actually received if sent by facsimile or electronic data exchange; or
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(iii)
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When
dispatched and the correct answerback received if sent by telex or facsimile.
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ARTICLE
(14) - FORCE MAJEURE
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(14.1)
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Non-compliance
by either the Financier or The Financed Company owing to Force Majeure with any of the said obligations shall not lead to the termination
of this agreement provided either the Financier or The Financed Company has, as soon as possible under the circumstances, notified
the other party in a letter sent by registered mail, of the reason for non-compliance. Pursuant to this clause, Force Majeure shall
be deemed to be any unforeseeable and irresistible event provoked by an external cause, which constitutes an obstacle to the performance
of an obligation, such as foreign or civil war, riots, acts of public enemies, general strikes, sabotage, piracy, fire, explosion,
natural disasters and act of local government and parliamentary authority.
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(14.2)
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Both
parties agreed to interrupt the Agreement for the period of such event and until the activities resume normally.
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ARTICLE
(15) - GOVERNING LAW AND JURIDICTION
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15.1
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All
difference concerning the validity, the interpretation or the performance of the present Agreement shall be finally settled under
the rules of conciliation and arbitration of the international Chamber of Commerce by a single arbitrator appointed in accordance
with the said rules. The seat of such arbitration shall be GENEVA, SWITZERLAND and the language of such arbitration shall be English.
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15.2
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This
agreement shall in all respects be governed and construed in accordance with the law of the country that the agreement is executed,
delivered and performed within.
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ARTICLE
(16) - MISCELLANEOUS PROVISIONS
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16.1
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This
Agreement may be amended only by a written document signed by both parties or by their duly authorized representatives.
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16.2
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This
agreement supersedes all prior agreements between the parties (written or oral) and is intended as a complete and exclusive statement
of the terms of the Agreement between the parties.
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16.3
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A
signed facsimile/e-mail copy of the document may be accepted as original.
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16.4
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All
reference to a year or a month shall mean a calendar year and a period of thirty days respectively.
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16.5
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In
the event that this agreement is translated into any other language, the English Language version hereof shall govern.
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Executed
in this 17th day of January 2022
SIGNATURES:
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THE
INVESTOR
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Arab
League Investment Group
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/s/
Ahmed About Gheit
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Authorized
Person: Ahmed Aboul Gheit
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Designation:
Arab League Secretariat
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THE
FINANCED COMPANY/BORROWER
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PHI
GROUP, INC.
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/s/
Henry D. Fahman
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Authorized
Person: Henry Dack Fahman
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Designation:
Chairman & Chief Executive Officer
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