CONTRACTS AND COMMITMENTS | NOTE 14 CONTRACTS AND COMMITMENTS 1. AGREEMENT WITH TECCO GROUP FOR PARTICIPATION IN PHILUX INFRASTRUCTURE FUND COMPARTMENT OF PHILUX GLOBAL FUNDS On August 10, 2020, Tecco Group, a Vietnamese company, signed an agreement with PHI Luxembourg Development SA, a subsidiary of the Company, to participate in the proposed infrastructure fund compartment of PHILUX Global Funds SCA, SICAV-RAIF. According to the agreement, Tecco Group will contribute $ 2,000,000 49% 156,366.25 2. INVESTMENT AGREEMENTS AND MEMORANDUM OF UNDERSTANDING The Company and its subsidiaries have entered into loan financing agreements, investment management agreements, joint venture agreement, and memorandum of understanding with six international investor groups for a total six billion three hundred million U.S. dollars, as reported in various 8-K filings with the Securities and Exchange Commission. The Company has been working regularly with these investor groups and expects to begin receiving capital through these sources in the near future to support its acquisition and investment programs. 3. DEVELOPMENT OF THE MULTI-COMMODITIES CENTER, ASIA DIAMOND EXCHANGE AND LOGISTICS CENTER IN VIETNAM Along with the establishment of PHILUX Global Funds, since March 2018 the Company has worked with the Authority of Chu Lai Open Economic Zone and the Provincial Government of Quang Nam, Vietnam to develop the Asia Diamond Exchange. Quang Nam Provincial Government has agreed in principle to allocate more than 200 On June 04, 2022 the Company incorporated Asia Diamond Exchange, Inc., a Wyoming corporation, ID number 2022-001010234, as the holding company for the development of the Asia Diamond Exchange in Vietnam. In addition, another opportunity has arisen with the start of construction of the new international airport in Long Thanh District, Dong Nai Province near Ho Chi Minh City in Southern Vietnam. The Company has submitted a request for 1,000 4. AGREEMENT WITH FIVE-GRAIN TREASURE SPIRITS CO., LTD. On January 18, 2022 PHI Group entered into an Agreement of Purchase and Sale with Five Grain Treasure Spirits Co., Ltd. (“FGTS) and the majority shareholders of FGTS (the “Majority Shareholders”) to acquire seventy percent ( 70 5. AGREEMENT OF PURCHASE AND SALE WITH KOTA CONSTRUCTION LLC AND KOTA ENERGY GROUP LLC Effective January 26, 2022, PHI Group, Inc. signed Agreements of Purchase and Sale with KOTA Construction LLC and KOTA Energy Group LLC, both of which are California limited liability companies (collectively referred to as “KOTA”), to acquire 50.10 12,524,469 50.10 51,600,531 64,125,000 KOTA, operating under two legal entities as Kota Energy Group LLC (‘KEG”) and Kota Construction LLC (“KCCO”), provides solutions for solar energy to residential and commercial customers, with unique competitive advantages. As one of the fastest growing sales and installation engines in the country, KOTA prioritizes itself to have the best employee and customer experience possible, through its high standard of installation quality, its industry leading technology platforms, which enable increased sales volume, while maintaining fast, and transparent project timelines. It’s strategic partnerships with key players in the solar industry, have increased margins, while delivering top tier products to customers, without sacrificing quality. KOTA’s guiding core values of “Become, Create, Give” have been the driving factor in decision making that have led it to become the most highly sought-after solar company to work with in the solar industry. Website: KOTA Energy Group: https://www.kotasolar.com. In the second and latest amendment signed on August 3, 2022 to the Agreements of Purchase and Sale with KOTA, the concerned parties have agreed that PHI Group, Inc. would pay Fifteen Million Six Hundred Fifty-Five Thousand Two Hundred Forty-Eight U.S. Dollars ($ 15,655,248 50.10 64,504,752 50.10 Whereas the scheduled closing date for the KOTA transaction already expired, the Company intends to renegotiate an revised agreement for acquisition when the Company successfully closes one or more of the pending financing and investment management agreements with certain lenders and investor groups. 6. JOINT VENTURE AGREEMENT WITH DANANG RUBBER JSC AND TIN THANH GROUP In June 2022, the Company signed an joint venture agreement with Danang Rubber Joint Stock Company (DRC) (https://drctire.com/) and Tin Thanh Group (TTG) (https://tinthanhgroup.vn/en/) to cooperate in increasing DRC’s tire production and executing an innovative sales and marketing program targeting annual revenues of 5.5 The DRC-TTG truck tire leasing service program with complete multi-function and insurance package is designed to provide the following features and benefits to the consumers: 1. Smart tires with mounted chips to track and manage journey. 2. Saving of 10-20% compared to buying tires. 3. No cost to change tires. 4. No environmental fees when replacing old tires. 5. No need to pay for periodic tire maintenance checks. 6. No need to pay for buying tires when changing new tires. 7. No need to pay for tire insurance. 8. No increase in fuel or lubricant consumption compared to before using this service. 9. Tires use clean and renewable energy thus also benefiting the environment. 7. JOINT VENTURE/PARTNERSHIP AGREEMENT (FUND MANAGEMENT MOU) BETWEEN AN INVESTOR IN THE GULF COOPERATION COUNCIL REGION AND PHILUX GLOBAL GROUP, INC. (A/K/A PHI GROUP, INC.) On July 08, 2022, the registrant signed a Joint Venture/Partnership Agreement (Fund Management MOU) with an investor in the Gulf Cooperation Council region to manage an initial amount of Three Billion United States Dollars (USD 3,000,000,000 40 8. AGREEMENT WITH TIN THANH GROUP Effective August 13, 2022, the Company signed a Stock Transfer Agreement with Tin Thanh Group Joint Stock Company, a joint stock company organized and existing by virtue of the laws of Socialist Republic of Vietnam, with principal business address at 71 Pho Quang Street, Ward 2, Tan Binh District, Ho Chi Minh City, Vietnam, hereinafter referred to as “TTG” and Mr. Tran Dinh Quyen, the holder of at least fifty-one percent ( 51.00 22,032,000 51.00 60,000,000 The closing date of this transaction would be the date on which the closing actually occurs, which was last extended to March 15, 2023 based on the fifth amendment to the Stock Transfer Agreement signed by both parties on February 14, 2023. On March 20, 2023 Tin Thanh Group sent a notice to terminate this Stock Transfer Agreement. However, both companies have continued discussing and agreed to renegotiate an revised agreement whereby the Company will co-invest in Tin Thanh’s Smart-tire program in South Carolina, USA and cooperate in other the business activities in Vietnam and abroad when the Company successfully closes one or more of the pending financing and investment management agreements with certain lenders and investor groups. 9. AGREEMENT WITH VAN PHAT DAT JOINT STOCK COMPANY Effective August 16, 2022, PHI Group, Inc. (a/k/a PHILUX GLOBAL GROUP INC.) (“the Registrant”) signed an Agreement of Purchase and Sale with Van Phat Dat Export Joint Stock Company, a joint stock company organized and existing by virtue of the laws of Socialist Republic of Vietnam, with principal business address at 316 Le Van Sy Street, Ward 1, Tan Binh District, Ho Chi Minh City, Vietnam, hereinafter referred to as “VPD,” and the holder of at least fifty-one percent ( 51.00 5,100,000 51.00 6,127,895 The convertible promissory note, which will be guaranteed by Philux Global Group Inc. and carries no interest, will be due and payable 180 days commencing the date of issuance and may be converted into common stock of Philux Global Trade Inc. any time after this subsidiary becomes a publicly traded company in the United States. The conversion price will be 50% of the average closing price during the ten trading-day period ending one trading day prior to the date of conversion. On September 30, 2022 PHI Group, Inc. entered into a Closing Memorandum for the Agreement of Purchase and Sale dated August 16, 2022 with and among Van Phat Dat Export Joint Stock Company and Mr. Huynh Ngoc Vu, an individual and the majority shareholder of VPD. 10. STRATEGIC BUSINESS COOPERATION WITH TIN THANH GROUP AND PETROVIETNAM MARINE SHIPYARD JSC On September 03, 2022, the Company signed a strategic business cooperation with Tin Thanh Group ( www.tinthanhgroup.vn/en/ Founded in 2007, PVMS has been providing (EPC) Engineering, Procurement, Fabrication, Construction and Commissioning for drilling units, floating facilities, modules and steel structures as well as up-grading, repair and maintenance services for MODU. Its onshore projects include steel fabrication, erection and commissioning for power plants, petrochemical plants, fertilizers plants, gas terminals and particularly onshore E-House, process module design, estimation & construction. 11. ISSUANCES OF SHORT-TERM CONVERTIBLE NOTES On March 3, 2023, the Company issued a Convertible Promissory Note to 1800 55,000.00 8 22 0.001 61 On March 14, 2023, the Company issued a Convertible Promissory Note to Mast Hill Fund, L.P., a De a Delaware limited partnership, for $ 185,000.00 12 16 0.001 12. AGREEMENT FOR COMPREHENSIVE COOPERATION WITH DR. TRI VIET DO On February 10, 2023, the Company signed an agreement for comprehensive cooperation with Dr. Tri Viet Do, a German-trained expert in electromagnetic energy and quantum physics, to jointly cooperate in the development and commercialization of a number of key products using proprietary intellectual properties already developed by him. The scope of study and development includes: 1) Producing generators using electromagnetic and quantum fields extracted from the energy absorbed from the earth; 2) Producing engines (spaceships, airplanes, ships, cars, trains, motorcycles, etc.) powered by electromagnetic and quantum energy; 3) Machines to kill harmful bacteria and viruses, including covid-19 and variants; 4) Medicines to treat 25 types of infectious diseases and cancers using atomic nuclear energy, super-matter and antimatter; 5) Desalination of seawater, separating minerals, medicines and rare metals from sea water; 6) Environmental technology for treating and sterilizing wastewater to become clean water; 7) Waste treatment by automatic classification of wastes into various categories; 8) Clean agriculture with electromagnetic and quantum fields for use in farming; and 9) Aquatic poultry farming by treating the rearing environment with electromagnetic and quantum fields and providing food energy for poultry and aquatic products. 13. TERMINATION OF AGREEMENT FOR PARTICIPATION IN INFRASTRUCTURE FUND WITH On February 09, 2023, the Company sent a notice to Thanh Nam Long Construction Co., Ltd. (“TNLC”), a Vietnam limited company, with its main address at Lot C10-18, street No. 5, Tay Bac urban area, Vinh Quang Ward, Rach Gia City, Kien Giang Province, Vietnam, to terminate the Agreement for Participation in PHILUX Infrastructure Fund dated February 02, 2023 due to TNLC’s failure to fulfill its obligations as agreed in Article 2 of said Agreement. 14. Investment Commitment Agreement WITH Saigon Silicon City JSC On February 21, 2023, Philux Global Group Inc. (a/k/a PHI Group, Inc.) and its subsidiaries Philux Global Funds SCA, SICAV-RAIF and Philux Global Vietnam Investment and Development Company, Ltd., (collectively referred to as “the Investor”) signed an Investment Commitment Agreement with Saigon Silicon City Joint Stock Company (the “Company”) whereby the Investor is committed to providing or causing to be provided a total of five hundred million U.S. dollars (USD 500,000,000 According to the Investment Commitment Agreement, within thirty days of the signing of this Agreement, the Investor will provide or cause to be provided fifty million U.S. dollars (USD 50,000,000 50,000,000 500,000 4,500,000,000 Effective March 21, 2023, the Company and Saigon Silicon City JSC signed an amendment to amend Article 2 of the afore-mentioned Investment Commitment Agreement as follows: “Time frame. Due to additional administrative and legal requirements in connection with the Investor’s release of funds, within thirty days of the signing of this Amendment, the Investor will provide or cause to be provided fifty million U.S. dollars (USD 50,000,000 On April 21, 2023, both parties signed an amendment to extend the delivery of the first investment tranche to Saigon Silicon City JSC within forty-five days commencing April 21, 2023. 15. Termination of Agreement for Participation in Philux Global Real Estate Fund with AZ Holdings Joint Stock Company On March 24, 2023, the Company sent a notice to AZ Holdings Investment Joint Stock Company, a Vietnamese joint stock company (“AZHC”), with principal address at No. 36, Sub-alley 3, Alley 83, Nguyen Khang Street, Yen Hoa Ward, Cau Giay District, Hanoi, Vietnam, to terminate the Agreement for Participation in Philux Global Real Estate Fund dated July 18, 2022 due to AZHC’s failure to fulfill its obligations as agreed in Article 2 of said Agreement. 16. COMMON STOCK TO BE ISSUED During the quarter ended March 31, 2023 the Company recorded $ 396,000 |