Exhibit 10.1

		Central One District C1 Building, Level 1 Dubai.

MASTER LOAN AGREEMENT

LOAN AGREEMENT made as of 16 October 2025 (as amended or supplemented from time to time and including all Exhibits and Schedules hereto, this “Loan Agreement”) between Graphjet Technology (“Borrower”), and International Liquidity, LLC (“Lender”).

WHEREAS, Borrower has requested that the Lender provide a non- recourse loan secured by the Collateral and equity deposit within the designated account.

WHEREAS, Lender is willing to furnish such loan only upon the terms and conditions contained herein including, without limitation, the execution, delivery and where appropriate, the filing and/or recording of certain collateral security instruments.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows:

ARTICLE 1

DEFINITIONS: As used in this Loan Agreement, the following terms shall have the following meanings. All such terms or such terms as otherwise defined in this Loan Agreement shall have such defined meanings when used without definition in the Master Pledge Agreement, or other Loan Documents. All currency referred to in this Agreement shall mean United States Dollars, and all amounts delivered or to be paid are to be calculated and delivered in net United States Dollars, unless otherwise indicated:

“Admin Fee” shall mean (1.75%) of the principal amount being borrowed.

“Agreement” shall mean this Master Loan Agreement, including any Exhibits or Schedules hereto, and as amended or supplemented from time to time.

“Assignee” has the meaning set out in Article 7.12.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed, in Malaysia.

“Closing” has the meaning set out in Article 2.5.

“Closing Summary” shall mean a summary in the form attached to this Agreement as Exhibit 1, which Closing Summary shall be delivered by the Lender to the Borrower contemporaneously with the final funding of the Loan.

		Central One District C1 Building, Level 1 Dubai.

“Collateral” shall mean the instrument pledged against the monies received for the Loan. The initial collateral deposited is defined as Pledged Collateral. Such instrument must be in good standing according to United States law, shall be registered in the name of the Lender or its assigned designee, as shall be registered for resale by the pursuant to an effective registration statement filed with the Securities and Exchange Commission of the United States. If Collateral is pledged in lieu of a cash payment for a fee, Valuation Event or Event of Default cure, the value of such Collateral shall be calculated using as reference the methodology set out in Article 2.1(a).

“Currency” the parties agree that all loans shall be priced, closed and funded in United States Dollars (“USD”). If the Pledged Collateral is a security or instrument which is priced and traded in a market and currency other than USD, the parties agree to convert to USD for all purposes and calculate the currency exchange rate to USD from the currency of the market in which the security or instrument is traded as set forth herein.

“Event of Default” shall mean any of the events specified in Article 3 hereof.

“Fair Market Price” (“FMP”) shall mean with respect to the stock or securities provided as Pledged Collateral the average of the last sale price on three consecutive Exchange Business Days or the last closing price based on Lenders discretion any day prior to Closing. For purposes of determining the Loan Principal Amount prior to Closing, the first day of the three consecutive day pricing option shall be the Verification Day. That average price or closing price shall be the per-share price (FMP) of the Pledged Collateral used to establish its Fair Market Value.

“Fair Market Value” (“FMV”) shall mean the amount, expressed in dollars, equating to the FMP for each share of the Pledged Collateral multiplied by the number of such shares comprising the Pledged Collateral.

“Final Acceptance” shall mean the Exchange Business Day after the Pledged Collateral has been received and posted to the Lender’s account prior to Closing.

“Funded” shall mean, to authorize and initiate the bank wire transfer to provide the Borrower with money for the purpose of the loan and this Master Loan Agreement.

“Interest Rate” shall mean 5.00% per annum per annum.

“Lien” shall mean, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

“Loan Principal Amount” shall mean the amount of monies borrowed by Borrower from Lender under Article 2.1 hereof.

“Loan Documents” shall mean collectively, this Agreement, the Pledge Agreement, the Closing Summary, and any other agreements, documents, instruments, exhibits or statements delivered in connection with the Loan. Each to be contemporaneously executed and read and construed together in a manner so as to give meaning and effect to all their provisions.

		Central One District C1 Building, Level 1 Dubai.

“Market Price” shall mean the current price of Graphjet Technology (GTI:US) is trading at any given moment in time, either during normal exchange hours or the last sale price when the exchange closes for the day.

“Material Adverse Effect” shall mean (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, assets, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower; (b) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party; or (d) a material adverse effect on the validity, perfection or priority of the security provided in favour of and for the benefit of the Lender on any portion of the Collateral or a material adverse effect on the value of any portion of the Collateral.

“Maturity Date” is the date on which this Loan is due and payable pursuant to this Loan Agreement, which is the earlier of (a) the date payment is accelerated to pursuant to an Event of Default (b) the date payment is accelerated to pursuant to Article 2.7 hereof, (c) the 60-month anniversary of the date the Loan is funded unless extended pursuant to Article 2.7.

“Obligations” shall mean all indebtedness and other liabilities and obligations of the Borrower to the Lender of every kind, nature and description, present or future, direct or indirect, secured or unsecured, joint or several, absolute or contingent, matured or not, in any currency, due or to become due, now existing or hereafter arising, regardless of how they arise or by what agreement or instrument or whether evidenced by any agreement or instrument and whether as principal or surety, including, without limitation, (i) the payment in full when due of the Loan and all interest thereon, (ii) the payment of all amounts payable by the Borrower to the Lender under the terms of the Loan Agreement or any other Loan Document including without limitation costs of maintaining the Professional Client Brokerage Account, Rehypothecate Adjustment Amounts, and, if there is an Event of a Default or pre-payment of any or all of the Loan, all expenses and costs related to rehypothecates, including without limitation the cost of (a) unwinding a rehypothecate and (iii) the payment and performance in full when due of all other liabilities and obligations of the Borrower to the Lender under the Loan Agreement and the other Loan Documents and other evidences or indebtedness issued in exchange and the observance and performance by the Borrower of the obligations to be observed and performed by it hereunder or under any related agreement, instrument or document.

“Person” shall mean any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or government (or any agency, instrumentally or political subdivision thereof).

“Pledge Agreement” shall mean the Master Pledge Agreement dated the date hereof between Borrower and Lender, by which the Pledged Collateral is pledged to the Lender.

“Pledged Collateral” shall mean the 3,157,000 shares of Graphjet Technology (GTI:US) and any shares resulting from a split-up, revision, reclassification or other like change of the Pledged Collateral.

		Central One District C1 Building, Level 1 Dubai.

“Signing Date” shall mean either the date the Lender signs and dates the MLA after the Borrower signs the MLA, or if a later date, the date the Pledged Collateral settles in the Lender’s collateral account.

“Term of Loan” shall mean when the Loan starts as defined as Signing Date, or the date the Pledged Collateral is received in the Lender’s collateral account if that date is after the Signing Date. Once Term of Loan has started Borrower agrees that this contract cannot be canceled unless agreed upon by both parties or unless the Verification Day has not been triggered within thirty (30) days of the Signing Date. The Term ends as defined by Maturity Date or thirty (30) days after the Signing Date if the Verification Day has not been triggered.

1.1 Use of Defined Terms. All terms defined in this Agreement shall have such defined meanings when used herein and in the Pledge Agreement or other documents made or delivered in conjunction with this Agreement.

1.2 Lender’s Discretion. The Lender has the discretion and right to elect to not proceed with any loan with the Borrower at any time up until the Closing.

1.3 Statements as to Knowledge. Any statements, representations or warranties which are based upon the knowledge of the Borrower shall be deemed to have been made after due inquiry with respect to the matter in question but without Borrower being required to seek an opinion of counsel with respect thereto.

ARTICLE 2

AMOUNT OF LOAN

		Central One District C1 Building, Level 1 Dubai.

		Central One District C1 Building, Level 1 Dubai.

The initial Closing Date shall take place no later than five (5) Business Days after the Final Acceptance, assuming the conditions to Lender’s Obligations herein are satisfied. At the Lender’s discretion, the funding may disburse to the Borrower’s custodian account or to the Borrower’s bank account per the following instructions:

Bank Name:

Bank Address:

Bank Phone:

Swift Code:

Account Name:

Account Number:

		Central One District C1 Building, Level 1 Dubai.

		Central One District C1 Building, Level 1 Dubai.

ARTICLE 3

CONDITIONS, RESTRICTIONS AND FURTHER AGREEMENTS

3.1 In addition to this Agreement, the Borrower agrees to execute and sign all related documents as requested by the Lender and an assignment in the event of any default of any terms or conditions hereunder, including without limitations of Loan repayment.

		Central One District C1 Building, Level 1 Dubai.

		Central One District C1 Building, Level 1 Dubai.

3.2 Rights Upon An Event of Default. Upon the occurrence of an Event of Default, all Obligations, including, without limitation, the principal amount of the Loan, together with any accrued and unpaid interest thereon, shall be immediately due and payable without notice or demand, presentment, or protest, all of which are hereby expressly waived. Upon the occurrence of an Event of Default, Lender shall thereupon have the rights, benefits, and remedies afforded to it under any of the Loan Documents with respect to the Collateral and may take, use, or otherwise encumber or dispose of the Collateral as if it were the Lender’s own property. Borrower agrees that Lender may or may not proceed, as Lender determines in its sole discretion, with any or all other rights, benefits, and remedies that it may be entitled against the Borrower, acknowledging that this is a Limited Recourse loan.

3.3 Default Interest After the occurrence of an Event of Default, to the extent permitted by applicable law, the Interest Rate on the Loan shall be at a rate equal to 3.0% per month retroactive to the initial date of funding (“Default Interest”).

3.4 Nature of Loan and Pledge The Lender agrees, for itself, and its successors, endorsees and assigns, that other than as provided in the next subsection the responsibility to make payments hereunder is a non-recourse obligation of the Borrower and each of its successors, and assigns; and the Lender and each of its successors, endorsees or assignees, may, for payment of the Loan and Obligations only look to the property encumbered by this Loan and Pledge Agreement and/or the other instruments of security that secure the Loan, and may not subsequently make any claim or institute any action or proceeding against the Borrower, Pledgor or any successors, or assigns of the Borrower or Pledgor for any deficiency remaining after collection upon the Collateral or any other loss suffered by Lender, or its successors, endorsees or assigns.

		Central One District C1 Building, Level 1 Dubai.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BORROWER

Borrower represents and warrants to Lender that:

4.1 No Liens. The Collateral is free and clear of any Lien, except for Liens in favor of the Lender and Liens granted or created by Lender pursuant to the Loan Documents.

4.2 Consents. This Loan Agreement and the Loan Documents executed by Borrower constitute valid and binding obligations of Borrower, enforceable in accordance with their respective terms. The Borrower represents and warrants that no consent of any other party and no consent, license, approval, or authorization of any governmental authority is required in connection with the execution, delivery and performance of this Loan Agreement and the Loan Documents herewith.

4.3 No Conflicts. The execution and delivery of this Loan Agreement and other Loan Documents executed by Borrower do not conflict with or result in the breach of any agreement, mortgage or other instrument under which Borrower or any of the Collateral is subject. The execution and delivery of this Loan Agreement and other Loan Documents executed by Borrower does not cause a violation or conflict of any law, rule, or regulation of any governmental agency with jurisdictional authority applicable to him or the Collateral.

		Central One District C1 Building, Level 1 Dubai.

4.4 Dividends/Stock Splits. The application of all calculations or responsibilities of Lender under this Agreement shall be equitably modified to reflect so-called “stock splits”, mergers, or other modifications to the Shares.

4.5 Professional Client. The Borrower is a “Professional Client” as defined in the Dubai Financial Services Authority (DFSA) Conduct of Business Module (COB) Rules and the Borrower has read and understood the Professional Client Treatment Notice as set out in Schedule 1 to this Agreement ( the “Professional Client Treatment Notice”) and agrees to the Professional Client Treatment Notice. For the purpose of this Article 4.5, “we” in the Professional Client Treatment Notice shall mean the Lender, ” you” shall mean the Borrower and “our” and “your” shall be construed accordingly.

4.6 Certain Fees. The Borrower has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ fees, structuring fees, financial advisory fees or other similar fees in connection with the Loan Agreement and the other Loan Documents.

4.7 Use of Proceeds. The proceeds of the Loan shall be used for general corporate purposes.

4.8 Litigation. There is no action or proceeding pending, contemplated or threatened against Borrower before or by any court, arbitrator, grand jury or administrative agency, any governmental authority, bureau, agency, or instrumentality which might result in a material adverse change in the financial condition of Borrower or materially interfere with the ability of Borrower to timely perform any of its obligations under this Loan Agreement or the Loan Documents.

4.9 No Defaults. Borrower is not in default in the payment or performance of any of Borrower’s obligations or in the performance of any contract, agreement or other instrument to which Borrower is a party or by which any of Borrower’s assets or properties may be bound.

4.10 Non-Reliance. Borrower is acting for its own account, and has made its own independent decisions to enter into the Transaction, execute the Loan Documents, and deliver the Collateral as provided for herein and as to whether the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of any other party as investment advice or as a recommendation to enter into the Loan; it being understood that information and explanations related to the terms and conditions of the Loan will not be considered investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received from the Lender will be deemed to be an assurance or guarantee as to the expected results of the Loan.

4.11 Evaluation and Understanding. Borrower is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction.

4.12 Status of Parties. Lender is not acting as an agent, fiduciary or advisor for Borrower in respect of the Loan.

		Central One District C1 Building, Level 1 Dubai.

4.13 Short Selling. The Lender is not engaged directly, in short selling the collateral by borrowing the shares from any entity or person and later buying shares in the same security, then returning the borrowed shares in an effort to make a profit. The Lender shall not lend or pledge the Pledged Collateral out to third parties for any purpose.

ARTICLE 5

DISPUTES

5.1 The courts of Emirate of Ras Al Khaimah have exclusive jurisdiction to settle any dispute arising out of or in connection with this Master Loan Agreement (including a dispute regarding the existence, validity or termination of this Master Loan Agreement) (“Dispute”).

5.2 Each of the parties agree that the courts of Emirate of Ras Al Khaimah are the most appropriate and convenient courts to settle disputes and accordingly no party will argue to the contrary. In addition, the Borrower hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding contemplated by this Section in any forum.

5.3 The Lender is entitled to effect service on the Seller of any writ, summons or other process or document by leaving it at or sending it by ordinary post or by certified or registered post to the Borrower’s Address of Record or to any of the Borrower’s addresses specified in this Master Loan Agreement or that may come to the notice of the Lender. The Borrower agrees that such process is deemed validly served on it immediately, if so left, or on the day immediately following the date of such ordinary posting, if sent by post and the Borrower will be deemed to have sufficient notice of such process in any case.

ARTICLE 6

INDEMNIFICATIONS

		Central One District C1 Building, Level 1 Dubai.

ARTICLE 7

MISCELLANEOUS

7.1 Notices. All notices, requests or other communications to either party by the other shall be in writing and shall be deemed duly given on the earlier of the date the same is delivered in person or two days after deposit with any internationally recognized private international overnight courier service, delivery charges prepaid, or, in the case of notice to the Lender, one day after deposit with a nationally recognized overnight courier service, delivery charges prepaid, in each case to the names and addresses listed on the first page of this Loan Agreement. Either party may designate by notice in writing to the other a new address to which notices, requests and other communications hereunder shall be given.

Either party may designate by notice in writing to the other a new address to which notices, requests and other communications hereunder shall be given. If, at any time, the Borrower changes the Notices and fails to properly notify the Lender, then the Borrower shall bear sole responsibility for any breach of contract tied to notifications.

		Central One District C1 Building, Level 1 Dubai.

7.3 Further Assurances. Borrower hereby agrees to execute and deliver such further instruments and documents as may be reasonably requested by Lender in order to carry out fully the intent and accomplish the purposes of this Loan Agreement and the transactions referred to herein. Borrower agrees to take any action which Lender may reasonably request in order to obtain and enjoy the full rights and benefits granted to Lender by this Loan Agreement, and each other agreement, instrument and document delivered to Lender in connection herewith, including specifically, at Borrower’s own cost and expense, the use of its reasonable best efforts to assist in obtaining consent of any government agency or self-regulatory organization for an action or transaction contemplated by this Loan Agreement which is then required by law.

7.4 Survival of Agreements. Except as herein provided, all agreements, representations and warranties made herein and in any certificate delivered pursuant hereto, shall survive the execution and delivery of this Loan Agreement and the Note, and shall continue in full force and effect until the indebtedness of Borrower under the Notes and all other Obligations have been paid in full.

7.5 Waivers. No failure to exercise and no delay in exercising, on the part of Lender, any right, power or privilege under this Loan Agreement or any agreement or instrument delivered to Lender hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of any right, power or privilege under this Agreement or the Master Pledge Agreement or any agreement or instrument delivered hereunder. No waiver shall be effective unless executed by Lender and any such waiver shall not constitute a waiver in the future of any of the provisions of any of the foregoing documents, except as may be specifically provided in any such waiver. No notice to Borrower from Lender shall entitle Borrower to any other or further notices in any circumstance unless expressly provided for in such notice or this Loan Agreement. No course of dealing between Borrower and Lender shall operate as a waiver of any of the rights of Lender under this Loan Agreement.

7.6 Gender and Number. Words used herein, regardless of the number of gender specifically used, shall be deemed and construed to include any other number, singular or plural and any other gender, masculine, feminine or neuter, as the context requires.

7.7 Captions. Captions used herein are inserted for convenience only and shall not be given any legal effect.

7.8 Counterparts. This Loan Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Delivery of an executed copy or signature page of this Agreement or any other Loan Documents, by facsimile transmission or electronic image scan transmission (e.g., PDF) shall be as effective as delivery of a manually executed counterpart thereof.

7.9 Successors and Assigns. This Loan Agreement shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns except that the rights and obligations of Borrower hereunder may not be assigned or transferred in any respect. The provisions of this Loan Agreement are intended to be for the benefit of any holder, from time to time and shall be enforceable by any such holder, whether or not an expressed assignment to such holder of rights under this Loan Agreement has been made by Lender or its successors or assigns.

7.10 Confidentiality. This Agreement is to be kept confidential and is not to be reproduced in any manner whosoever for persons other than the parties hereto. Each party agrees not to circumvent the legitimate interests of the other party and to maintain this transaction in strict confidentiality

		Central One District C1 Building, Level 1 Dubai.

Each Party (Receiving Party) agrees that in the course of performance of this Agreement it may obtain or otherwise become aware of information of a confidential nature pertaining to the business, finances, trade, operations or other information (Confidential Information) belonging to or pertaining to the other party (Disclosing Party). The Receiving Party shall not disclose any part of the Confidential Information to any person other than whose knowledge is essential for the performance of this Agreement. The obligations specified in this clause do not apply to any Confidential Information to the extent that it is now or subsequently becomes publicly available through no fault of the Receiving Party or which the Receiving Party can demonstrate was known to it before receipt from the Disclosing Party, or which is or has been received from another source without obligation as to confidentiality, or which is required to be disclosed by law or regulating authority, or which is or has been independently developed by the Receiving Party without reference to the information disclosed to it by the Disclosing Party. The provisions of this Article 7.10 shall survive the termination of this Agreement.

7.11 Force Majeure. Notwithstanding any provision of this Agreement, neither party shall be liable for its inability in performing any of its obligations hereunder (other than an obligation to make payment) if such inability is caused by or arises as a result of a Force Majeure Event. For the purposes of this clause a Force Majeure Event means any circumstances beyond the reasonable control of the relevant party including, without limitation, inability or delay caused through acts of God, fire, flood, riot, industrial dispute of any kind (other than disputes involving that party’s own employees or the employees of an affiliate of that party), lightning, explosion, civil commotion, malicious damage, storm, tempest, acts or omissions of communications carriers or any third party, act of government or other regulatory authority, acts or omissions of persons or bodies for whom the party affected thereby is not responsible, and any other circumstances beyond the reasonable control of the relevant Party.

The Party affected by the Force Majeure Event shall promptly notify the other of the estimated extent and duration of such inability to perform its obligations hereunder and in the event that this Agreement cannot be performed according to its terms for a continuous period of one (1) month by reason of such Force Majeure Event, the affected Party shall be entitled to terminate this Agreement forthwith without any liability whatsoever to the other.

7.12 Assignment. Such consent shall not to be unreasonably withheld. (a) The Borrower shall not assign, transfer, charge or novate any of its rights or obligations hereunder nor grant, declare, create or dispose of any right of interest in it. Any purported assignment in contravention of this Article 7.12 is void. (b) The Lender may, without the consent of the Borrower, assign all or any part of its interest in the Loan to one or more Persons (each, an “Assignee”). The Lender may, but shall not be bound to, deliver to the Borrower an instrument of assumption pursuant to which any Assignee assumes the obligations and agrees to be bound by all the terms and conditions of this Agreement, all as if such Assignee had been an original party hereto. Upon any such assignment and such assumption of the obligations of the Lender by an Assignee, the Lender and the Borrower shall be mutually released from their respective obligations to each other hereunder to the extent of such assignment and assumption and shall thenceforth have no liability or obligations to each other to such extent, except in respect of any matter which shall have arisen prior to such assignment.

		Central One District C1 Building, Level 1 Dubai.

7.13 Independent Legal. The Borrower acknowledges that: (i) the Lender has recommended and encouraged the Borrower to obtain independent legal and tax advice with respect to this Master Loan Agreement. The Master Loan Agreement and the transactions contemplated hereby; (ii) it has, in fact, been given an opportunity to obtain independent legal and tax advice from counsel/advisors of its choosing; and (iii) if it has not obtained independent legal and tax advice, despite having been encouraged and given the opportunity to do so, the Borrower explicitly waives the right to obtain such advice, and, in any event, the Borrower acknowledges that it has read and understood this Master Loan Agreement, that it is signing this Master Loan Agreement freely and voluntarily and without duress or undue influence of any nature whatsoever and it understands the risks and implications of the transactions contemplated hereby and is willing to assume (financially and otherwise) such risks.

7.14 Usury. The Borrower expressly waives all defenses the Borrower may have or could interpose with respect to usury and other such related rights under in any action relating to this Loan Agreement, or any Loan made hereunder.

7.15 Entire Agreement. This Agreement contains the entire agreement between the parties hereto and may be amended, changed or terminated only by an instrument in writing signed by the parties hereto.

7.16 Amendments. Amendments to this Agreement (including the adding or updating of any Annex, appendices, annexures or schedule) shall not be effective unless in writing and signed by authorized signatories on behalf of both parties.

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IN WITNESS WHEREOF, the parties hereto cause this Agreement to be duly executed and delivered as of the day and year first above written.

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SCHEDULE 1

PROFESSIONAL CLIENT TREATMENT NOTICE

A body corporate or partnership with net assets of at least USD 1 million (or equivalent), as stated in its latest audited financial statements prepared within the last 24 months; or

A trust with total assets of at least USD 1 million (or equivalent), as stated in its latest audited financial statements prepared within the last 24 months or in custodian statements issued within the last 12 months; or

A regulated financial institution, government entity, or supranational organization.

Has net assets (excluding primary residence) of at least USD 1 million (or equivalent), as evidenced by a certificate from an auditor, professional accountant, or custodian statement issued within the last 12 months;

Has gross annual income of at least USD 200,000 (or equivalent) in each of the last two years, as certified by an auditor or professional accountant;

Has significant experience in financial markets, either through employment in a financial institution for at least one year in a professional position or through managing a portfolio of at least USD 500,000 (or equivalent) for at least two years, as self-certified or verified by us.

We have categorized you as a Professional Client based on information you have provided to us. You will inform us promptly in the event any such information ceases to be true and accurate. You will be treated as a Professional Client in relation to all investment products and markets unless otherwise specified.

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We are not required to provide you with a client agreement containing all the terms mandated by COB Rule 3.3, including detailed disclosures about our services, unless we classify you as a Retail Client for specific transactions.

We are not required by COB rules to provide you with standardized written risk warnings in respect of the risks involved in any transactions entered into with you, or to bring those risks to your attention in a prescribed format.

We are not required to provide you with detailed information about our business, ownership structure, or the identity and status of employees or agents acting on our behalf with whom you will have contact.

We are not required by COB rules to promptly confirm the essential features of a transaction after effecting a transaction for you, unless specifically requested by you.

We are not required to establish your financial situation, investment experience, or investment objectives beyond the initial classification process, except where we are providing advisory services requiring suitability assessments under COB Rule 3.4.

We are not required to ensure that a recommendation or transaction is suitable for you in light of your financial situation, investment experience, and investment objectives, unless we are providing discretionary portfolio management or advisory services explicitly subject to suitability obligations.

Investor characterization/disclosure of sales related information.

We are not required to disclose detailed sales-related information, such as commissions or fees embedded in transactions, unless required by other specific DFSA rules applicable to the product or service.

You agree that, to the extent permitted by DIFC law, certain provisions of UAE federal laws, such as Federal Law No. 15 of 2020 Concerning Consumer Protection, do not apply to this Agreement or the relationship between the parties arising out of this Agreement, given your status as a Professional Client dealing in a wholesale financial context.

		Central One District C1 Building, Level 1 Dubai.

		Central One District C1 Building, Level 1 Dubai.

EXHIBIT 1 CLOSING

SUMMARY EXAMPLE

The Borrower and Lender hereby agree as follows:

1) That each has elected to proceed with a new loan transaction collateralized by additional shares of the same security;

2) That each agrees to hereby incorporate by reference the Master Loan Agreement and Master Pledge Agreement into this Closing Summary so as to contain the full terms and conditions of their mutual agreement substituting only the following new terms in the Master Loan Agreement, Article 2.1, Loan Principal Amount and Master Pledge Agreement, Recitals, Article B and Article 2.1, Pledge by Pledgor, regarding the percentage of the Fair Market Value offered on the new Pledged Collateral and a new agreed upon number of shares;

3) That each agrees this Closing Summary is a new loan and the effective dates in the Master Loan Agreement and Master Pledge Agreement shall be reset and commence from the final full execution date of the last signatory of this Closing Summary.

Exhibit 10.2

Central One District C1 Building, Level 1 Dubai.

MASTER PLEDGE AGREEMENT

between Graphjet Technology, Pledgor and

International Liquidity, LLC, as Lender

This Master Pledge Agreement is by and between Graphjet Technology having a registered office of 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands (the “Pledgor”) and International Liquidity, LLC, with its principal office located at Central One District C1 Building, Level 1 Dubai, UAE (the “Lender”).

RECITALS:

A. The Pledgor and the Lender are entering into a Master Loan Agreement contemporaneously herewith (the “Master Loan Agreement”) providing for the making of a loan to the Pledgor in the amount, and subject to the terms and conditions, specified in the Master Loan Agreement.

B. The Pledgor is the sole legal and beneficial owner of the shares of Graphjet Technology (GTI:US) the “Pledged Collateral”.

C. The execution and delivery of this Master Pledge Agreement and the pledge by the Pledgor to the Lender of its rights in the Pledged Collateral (as hereinafter defined) constitute conditions precedent to the obligation of the Lender to make a loan to the Pledgor pursuant to the terms of the Master Loan Agreement.

Central One District C1 Building, Level 1 Dubai.

ACCORDINGLY, in consideration of and in order to induce the Lender to execute and deliver the Master Loan Agreement and to make and maintain a loan thereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby agrees as follows:

ARTICLE 1

DEFINITIONS

1.1 Defined Terms. Capitalized terms that are not defined herein have the respective meanings ascribed to them in the Master Loan Agreement. The Definitions Article from the Master Loan Agreement, Article 1, executed contemporaneous with this Master Pledge Agreement, is hereby incorporated by reference into the Master Pledge Agreement as if fully set forth herein.

1.2 Use of Defined Terms. Unless otherwise expressly specified herein, defined terms denoting the singular number shall, when in the plural form, denote the plural number of the matter or item to which such defined terms refer, and vice-versa. The Article, Schedule and Exhibit headings used in this Master Pledge Agreement are descriptive only and shall not affect the construction or meaning of any provision of this Master Pledge Agreement. Unless otherwise specified, the words “hereof,” “herein,” “hereunder” and other similar words refer to this Master Pledge Agreement as a whole and not just to the Article, sub- article or clause in which they are used; and the words “this Master Pledge Agreement” refer to this Master Pledge Agreement. Unless otherwise specified, references to Articles, Recitals, Schedules and Exhibits are references to Articles of, and Recitals, Schedules and Exhibits to this Master Pledge Agreement.

1.3 Statements as to Knowledge. Any statements, representations or warranties which are based upon the knowledge of the Pledgor shall be deemed to have been made after due inquiry with respect to the matter in question but without the Pledgor being required to seek an opinion of counsel with respect thereto.

ARTICLE 2

PLEDGE

2.1 Pledge by Pledgor. The Pledgor hereby pledges and assigns to the Lender, and hereby transfers to the Lender, all rights, title, ownership and interest in and to the following described property: the 3,157,000 shares of Graphjet Technology (GTI:US) (the “Pledged Collateral”) and all cash, instruments, securities or other property representing a dividend or other distribution on any of the Pledged Collateral, or representing a distribution or return of capital upon or in respect of the Pledged Collateral, or resulting from a split-up, revision, reclassification or other like change of the Pledged Collateral or otherwise received in exchange therefore, and any warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Collateral, and all proceeds thereof (collectively, the “Pledged Collateral”).

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ARTICLE 3

NATURE OF LOAN AND PLEDGE

3.1 Non-Recourse Loan and Pledge. The Lender agrees, for itself, and its successors, endorsees and assigns, that other than as provided in the next sub-articles the responsibility to make payments hereunder is a non-recourse obligation of the Borrower and each of its successors, and assigns; and the Lender and each of its successors, endorsees or assignees, may, for payment of the Loan and Obligations only look to the property encumbered by this Loan and Pledge Agreement and/or the other instruments of security that secure the Loan, and may not subsequently make any claim or institute any action or proceeding against the Borrower, Pledgor or any successors, or assigns of the Borrower or Pledgor for any deficiency remaining after collection upon the Collateral or any other loss suffered by Lender, or its successors, endorsees or assigns.

ARTICLE 4

SCOPE OF PLEDGE AND REDELIVERY OF THE PLEDGED COLLATERAL

4.1 Pledge Absolute. The Pledgor hereby agrees that this Master Pledge Agreement shall be binding upon the Pledgor and any representatives, heirs, successors and assigns and that the Pledge of the Pledged Collateral hereunder shall be irrevocable and unconditional. The Lender may take any actions with respect to the Pledged Collateral as the Lender, in its sole and absolute discretion, may deem to be advisable.

4.2 Redelivery of Collateral.

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4.3 Risk of Loss. This Master Pledge Agreement and the Loan Documents are not intended to, nor do they, reduce the risk of loss or opportunity for gain for the Pledgor. The Pledgor retains all opportunity for gain or loss on the securities over the term of the agreements until maturity and termination.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties. The Pledgor hereby represents and warrants as follows to the best of its knowledge and belief:

(a) The Pledgor is the direct legal and beneficial owner of record of the Collateral as of the date of this Agreement. The Collateral is free and clear of any Lien, except for Liens in favor of the Lender and Liens granted or created by Lender pursuant to the Loan Documents.

(b) This Agreement and the Loan Documents executed by Pledgor constitute valid and binding obligations of Pledgor, enforceable in accordance with their respective terms. The Pledgor represents and warrants that no consent of any other party and no consent, license, approval, or authorization of any governmental authority is required in connection with the execution, delivery and performance of this Agreement and the Loan Documents herewith.

(c) The execution and delivery of this Agreement and other Loan Documents executed by Pledgor do not conflict with or result in the breach of any agreement, mortgage or other instrument under which Pledgor or any of the Collateral is subject. The execution and delivery of this Agreement and other Loan Documents executed by Pledgor does not cause a violation or conflict of any law, rule, or regulation of any governmental agency with jurisdictional authority applicable to him or the Collateral.

(d) The application of all calculations or responsibilities of Lender under this Agreement shall be equitably modified to reflect so-called “stock splits”, mergers, or other modifications to the Shares.

(e) The Pledgor is a “Professional Client” as defined in the Dubai Financial Services Authority (DFSA) Conduct of Business Module (COB) Rules and the Pledgor has read and understood the Professional Client Treatment Notice as set out in Schedule 1 to this Agreement (the “Professional Client Treatment Notice”) and agrees to the Professional Client Treatment Notice. For the purpose of this Article 4.5, “we” in the Professional Client Treatment Notice shall mean the Lender, “you” shall mean the Pledgor, and “our” and “your” shall be construed accordingly.

(f) The Pledgor has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ fees, structuring fees, financial advisory fees or other similar fees in connection with the Agreement and the other Loan Documents.

(g) The proceeds of the Loan shall be used to acquire, trade in or otherwise deal in shares of the Issuer Graphjet Technology (GTI:US). Any use of the proceeds to acquire, trade in or otherwise deal in shares of unrelated third parties shall be subject to such limitations as are applicable in the jurisdiction with authority over such dealing.

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(h) There is no action or proceeding pending, contemplated or threatened against Pledgor before or by any court, arbitrator, grand jury or administrative agency, any governmental authority, bureau, agency, or instrumentality which might result in a material adverse change in the financial condition of Pledgor or materially interfere with the ability of Pledgor to timely perform any of its obligations under this Agreement or the Loan Documents.

(i) Pledgor is not in default in the payment or performance of any of Pledgor’s obligations or in the performance of any contract, agreement or other instrument to which Pledgor is a party or by which any of Pledgor’s assets or properties may be bound.

(j) Pledgor is acting for its own account, and has made its own independent decisions to enter into the Transaction, execute the Loan Documents, and deliver the Collateral as provided for herein and as to whether the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of any other party as investment advice or as a recommendation to enter into the Loan; it being understood that information and explanations related to the terms and conditions of the Loan will not be considered investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received from the Lender will be deemed to be an assurance or guarantee as to the expected results of the Loan.

(k) Pledgor is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction.

(l) Lender is not acting as an agent, fiduciary or advisor for Pledgor in respect of the Loan.

(m) The Lender is not engaged directly, in short selling any security by borrowing the shares from any entity or person and later buying shares in the same security, then returning the borrowed shares in an effort to make a profit. The Lender does not lend or pledge the Pledged Collateral out to third parties for any purpose.

ARTICLE 6

APPOINTMENT OF AGENTS AND ACTIONS BY LENDER

6.1 Lender’s Appointment of Agent and Lender’s Rights. The Lender shall have the right to appoint one or more agents for the purpose of receiving possession of the Pledged Collateral, which may be held in the name of the Lender or any nominee of the Lender or any agent appointed by the Lender. The Lender may combine the Pledged Collateral with other assets and is under no obligation to sequester or escrow the Pledged Collateral.

6.2 Authority and Rights of the Pledged Collateral. The Pledgor acknowledges that the Lender has all rights associated with the Pledged Collateral, including any rights offerings, options, warrants, or other distributions associated with the Pledged Collateral, during the term of this Agreement.

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6.3 No Obligation to Apply Money or Funds Received Resulting from the Use of Pledged Collateral. Lender has no obligation to apply money or funds resulting from the use, trading investment, or other disposition of any Pledged Collateral to reduce the Loan Principal Amount or another Obligation under the Master Loan Agreement.

ARTICLE 7

DIVIDENDS AND VOTING RIGHTS

7.1 Dividends, Interest and Other Distributions. The Pledgor, as the transferor of the stock, shall receive a credit against interest due of an amount equivalent to all dividends which the beneficial owner of those securities is entitled to receive during the Loan Term which ends with the transfer of securities back to the Pledgor when all outstanding principal and other amounts due under the Agreement are paid and all obligations of the Pledgor are extinguished.

7.2 Voting Rights and Powers. All voting or other such consensual rights and powers transfer to the Lender. The Lender will not exercise any voting or other such consensual rights or powers under the terms of this Master Pledge Agreement.

ARTICLE 8

EVENTS OF DEFAULT AND REMEDIES

8.1 Events of Default. An “Event of Default” shall exist if any one or more of the following shall occur:

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8.2 Rights Upon An Uncured Event of Default. Upon the occurrence of an Event of Default, all Obligations, including, without limitation, the principal amount of the Loan, together with any accrued and unpaid interest thereon, shall be immediately due and payable without notice or demand, presentment, or protest, all of which are hereby expressly waived. Upon the occurrence of an Event of Default, Lender shall thereupon have the rights, benefits, and remedies afforded to it under any of the Loan Documents with respect to the Collateral and may take, use, or otherwise encumber or dispose of the Collateral as if it were the Lender’s own property. Pledgor agrees that Lender may or may not proceed, as Lender determines in its sole discretion, with any or all other rights, benefits, and remedies that it may be entitled against the Pledgor, acknowledging that this is a Limited Recourse loan.

8.3 Default Interest After the occurrence of an Event of Default, to the extent permitted by applicable law, the Interest Rate on the Loan shall be at a rate equal to 3.0% per month retroactive to the initial date of Funding (“Default Interest”).

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ARTICLE 9

APPLICATION OF PROCEEDS OF PLEDGED COLLATERAL IN EVENT OF DEFAULT

9.1 Application of Proceeds of Collateral Upon Sale. If the Loan terminates due to an Event of Default, the Lender shall apply the proceeds of the sale of any Pledged Collateral held by the Lender at the time that the Lender chooses to exercise its rights in an Event of Default as follows:

This article does not require that the Lender apply the proceeds of the sale of any Pledged Collateral that may occur during the term of the Loan to reduce the Loan Principal Amount or any other Obligations.

ARTICLE 10

DISPUTES

10.1 The courts of the Emirate of Ras Al Khaimah have exclusive jurisdiction to settle any dispute arising out of or in connection with this Master Pledge Agreement (including a dispute regarding the existence, validity or termination of this Master Pledge Agreement) (“Dispute”).

10.2 Each of the parties agree that the courts of Emirate of Ras Al Khaimah are the most appropriate and convenient courts to settle disputes and accordingly no party will argue to the contrary. In addition, the Pledgor hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding contemplated by this Article in any forum.

10.3 The Lender is entitled to effect service on the Seller of any writ, summons or other process or document by leaving it at or sending it by ordinary post or by certified or registered post to the Pledgor’s Address of Record or to any of the Pledgor’s addresses specified in this Master Loan Agreement or that may come to the notice of the Lender. The Pledgor agrees that such process is deemed validly served on it immediately, if so left, or on the day immediately following the date of such ordinary posting, if sent by post and the Pledgor will be deemed to have sufficient notice of such process in any case.

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ARTICLE 11

INDEMNITY AND LIMITATION OF LIABILITY

11.1 Either party shall indemnify and hold the other party harmless against any and all claims, demands, proceedings, suits, actions, damages, liabilities, losses, expenses and costs (which shall include, but not limited to all costs of defense, investigation and accounting and legal fees) to which the other party may become subject as a result of the defaulting party’s fraud, negligence, willful misconduct or breach of any obligation under this Agreement.

11.2 Neither party shall be liable for any indirect, incidental or consequential loss or damages, including loss revenue or profits or losses arising from its normal course of business, even if a party has been advised of the possibility of such damages.

11.3 Each provision of this Article operates independently and survives the termination of this Agreement.

ARTICLE 12

MISCELLANEOUS

12.1 Notices. All notices, requests or other communications to either party by the other shall be in writing and shall be deemed duly given on the earlier of the date the same is delivered in person or two days after deposit with any internationally recognized private international overnight courier service, delivery charges prepaid, or, in the case of notice to the Lender, one day after deposit with a nationally recognized overnight courier service, delivery charges prepaid, in each case to the names and addresses listed on the first page of this Agreement. Either party may designate by notice in writing to the other a new address to which notices, requests and other communications hereunder shall be given. Pledgor acknowledges that it has irrevocably authorized The Corporation Service Company to accept notices on its behalf.

Either party may designate by notice in writing to the other a new address to which notices, requests and other communications hereunder shall be given. If, at any time, the Pledgor changes the Notices and fails to properly notify the Lender, then the Pledgor shall bear sole responsibility for any breach of contract tied to notifications.

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12.2 Governing Law.

12.3 Further Assurances. Pledgor hereby agrees to execute and deliver such further instruments and documents as may be reasonably requested by Lender in order to carry out fully the intent and accomplish the purposes of this Agreement and the transactions referred to herein. Pledgor agrees to take any action which Lender may reasonably request in order to obtain and enjoy the full rights and benefits granted to Lender by this Agreement and each other agreement, instrument and document delivered to Lender in connection herewith.

12.4 Independent Legal Advice. The Pledgor acknowledges that: (i) the Lender has recommended and encouraged the Pledgor to obtain independent legal and tax advice with respect to this Agreement. The transactions contemplated hereby; (ii) it has, in fact, been given an opportunity to obtain independent legal and tax advice from counsel/advisors of its choosing; and (iii) if it has not obtained independent legal and tax advice, despite having been encouraged and given the opportunity to do so, the Pledgor explicitly waives the right to obtain such advice, and, in any event, the Pledgor acknowledges that it has read and understood this Agreement, that it is signing this Agreement freely and voluntarily and without duress or undue influence of any nature whatsoever and it understands the risks and implications of the transactions contemplated hereby and is willing to assume (financially and otherwise) such risks.

12.5 Survival of Agreements. Except as herein provided, all agreements, representations and warranties made herein and in any certificate delivered pursuant hereto, shall survive the execution and delivery of this Agreement.

12.6 Waivers. No failure to exercise and no delay in exercising, any right, power or privilege under this Agreement or any agreement or instrument delivered to either party hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No waiver of any provision of this Agreement shall be effective unless agreed to in writing by the parties and any such waiver shall not constitute a waiver in the future of any of the provisions of any of the foregoing documents, except as may be specifically provided in any such waiver. No course of dealing between Pledgor and Lender shall operate as a waiver of any of the rights of the parties under this Agreement.

12.7 Unless the context otherwise requires, when used herein, the singular includes the plural, and vice-versa, and the masculine includes the feminine and neuter, and vice-versa.

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12.8 Captions. Captions used herein are inserted for convenience only and shall not be given any legal effect.

12.9 Counterparts. This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. This Agreement is not effective until each Party has executed at least one same counterpart of this Agreement and the Agreement is dated. The counterparts of this Agreement may be executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. The receiving party may rely on the receipt of such document so executed and delivered as if the original had been received. Electronic signature means any letters, characters, numbers or other symbols in digital form attached to or logically associated with an electronic record, and executed or adopted by the Party for the purpose of authenticating or approving the electronic record with the intent to sign such record.

12.10 Confidentiality. This Agreement is to be kept confidential and is not to be reproduced in any manner whosoever for persons other than the parties hereto. Each party agrees not to circumvent the legitimate interests of the other party and to maintain this transaction in strict confidentiality.

Each Party (Receiving Party) agrees that in the course of performance of this Agreement it may obtain or otherwise become aware of information of a confidential nature pertaining to the business, finances, trade, operations or other information (Confidential Information) belonging to or pertaining to the other party (Disclosing Party). The Receiving Party shall not disclose any part of the Confidential Information to any person other than whose knowledge is essential for the performance of this Agreement. The obligations specified in this clause do not apply to any Confidential Information to the extent that it is now or subsequently becomes publicly available through no fault of the Receiving Party or which the Receiving Party can demonstrate was known to it before receipt from the Disclosing Party, or which is or has been received from another source without obligation as to confidentiality, or which is required to be disclosed by law or regulating authority, or which is or has been independently developed by the Receiving Party without reference to the information disclosed to it by the Disclosing Party. The provisions of this Article 12.9 shall survive the termination of this Agreement.

12.11 Force Majeure. Notwithstanding any provision of this Agreement, neither party shall be liable for its inability in performing any of its obligations hereunder (other than an obligation to make payment) if such inability is caused by or arises as a result of a Force Majeure Event. For the purposes of this clause a Force Majeure Event means any circumstances beyond the reasonable control of the relevant party including, without limitation, inability or delay caused through acts of God, fire, flood, riot, industrial dispute of any kind (other than disputes involving that party’s own employees or the employees of an affiliate of that party), lightning, explosion, civil commotion, malicious damage, storm, tempest, acts or omissions of communications carriers or any third party, act of government or other regulatory authority, acts or omissions of persons or bodies for whom the party affected thereby is not responsible, and any other circumstances beyond the reasonable control of the relevant Party.

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The Party affected by the Force Majeure Event shall promptly notify the other of the estimated extent and duration of such inability to perform its obligations hereunder and in the event that this Agreement cannot be performed according to its terms for a continuous period of one (1) month by reason of such Force Majeure Event, the affected Party shall be entitled to terminate this Agreement forthwith without any liability whatsoever to the other.

12.12 Assignment. Such consent shall not to be unreasonably withheld. (a) The Pledgor shall not assign, transfer, charge or novate any of its rights or obligations hereunder nor grant, declare, create or dispose of any right of interest in it. Any purported assignment in contravention of this Article 12.11 is void. (b) The Lender may, without the consent of the Pledgor, assign all or any part of its interest in the Loan to one or more Persons (each, an “Assignee”). The Lender may, but shall not be bound to, deliver to the Pledgor an instrument of assumption pursuant to which any Assignee assumes the obligations and agrees to be bound by all the terms and conditions of this Agreement, all as if such Assignee had been an original party hereto. Upon any such assignment and such assumption of the obligations of the Lender by an Assignee, the Lender and the Pledgor shall be mutually released from their respective obligations to each other hereunder to the extent of such assignment and assumption and shall thenceforth have no liability or obligations to each other to such extent, except in respect of any matter which shall have arisen prior to such assignment.

12.13 Independent Legal. The Pledgor acknowledges that: (i) the Lender has recommended and encouraged the Pledgor to obtain independent legal and tax advice with respect to this Master Pledge Agreement. The Master Pledge Agreement and the transactions contemplated hereby; (ii) it has, in fact, been given an opportunity to obtain independent legal and tax advice from counsel/advisors of its choosing; and (iii) if it has not obtained independent legal and tax advice, despite having been encouraged and given the opportunity to do so, the Pledgor explicitly waives the right to obtain such advice, and, in any event, the Pledgor acknowledges that it has read and understood this Master Pledge Agreement, that it is signing this Master Pledge Agreement freely and voluntarily and without duress or undue influence of any nature whatsoever and it understands the risks and implications of the transactions contemplated hereby and is willing to assume (financially and otherwise) such risks.

12.14 Usury. The Pledgor expressly waives all defenses the Pledgor may have or could interpose with respect to usury and other such related rights under in any action relating to this Agreement, or any Loan made hereunder.

12.15 Translations of Agreement. In the event that this Agreement is translated into a language other than English, such translation is intended to assist the Seller in understanding the terms and conditions of this Agreement and is not intended, and shall not comprise, an enforceable Agreement. To the extent that any conflict exists between a translation of this Agreement and the English language version of this Agreement, the English language version shall prevail and be conclusive. All notices, communications or documents exchanged under this Agreement or delivered under it shall be in the English language or accompanied by an English translation of it.

12.16 Entire Agreement. This Agreement contains the entire agreement between the parties hereto and may be amended, changed or terminated only by an instrument in writing signed by the parties hereto.

12.17 Amendments. Amendments to this Agreement (including the adding or updating of any Annex, appendices, annexures or schedule) shall not be effective unless in writing and signed by authorized signatories on behalf of both parties.

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IN WITNESS WHEREOF, the Pledgor has duly executed this Master Pledge Agreement and delivered as of the day and year first above written.

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SCHEDULE 1

PROFESSIONAL CLIENT TREATMENT NOTICE

A body corporate or partnership with net assets of at least USD 1 million (or equivalent), as stated in its latest audited financial statements prepared within the last 24 months; or

A trust with total assets of at least USD 1 million (or equivalent), as stated in its latest audited financial statements prepared within the last 24 months or in custodian statements issued within the last 12 months; or

A regulated financial institution, government entity, or supranational organization.

Has net assets (excluding primary residence) of at least USD 1 million (or equivalent), as evidenced by a certificate from an auditor, professional accountant, or custodian statement issued within the last 12 months;

Has gross annual income of at least USD 200,000 (or equivalent) in each of the last two years, as certified by an auditor or professional accountant;

Has significant experience in financial markets, either through employment in a financial institution for at least one year in a professional position or through managing a portfolio of at least USD 500,000 (or equivalent) for at least two years, as self-certified or verified by us.

We have categorized you as a Professional Client based on information you have provided to us. You will inform us promptly in the event any such information ceases to be true and accurate. You will be treated as a Professional Client in relation to all investment products and markets unless otherwise specified.

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We are not required to provide you with a client agreement containing all the terms mandated by COB Rule 3.3, including detailed disclosures about our services, unless we classify you as a Retail Client for specific transactions.

We are not required by COB rules to provide you with standardized written risk warnings in respect of the risks involved in any transactions entered into with you, or to bring those risks to your attention in a prescribed format.

We are not required to provide you with detailed information about our business, ownership structure, or the identity and status of employees or agents acting on our behalf with whom you will have contact.

We are not required by COB rules to promptly confirm the essential features of a transaction after effecting a transaction for you, unless specifically requested by you.

We are not required to establish your financial situation, investment experience, or investment objectives beyond the initial classification process, except where we are providing advisory services requiring suitability assessments under COB Rule 3.4.

We are not required to ensure that a recommendation or transaction is suitable for you in light of your financial situation, investment experience, and investment objectives, unless we are providing discretionary portfolio management or advisory services explicitly subject to suitability obligations.

Investor characterization/disclosure of sales related information.

We are not required to disclose detailed sales-related information, such as commissions or fees embedded in transactions, unless required by other specific DFSA rules applicable to the product or service.

You agree that, to the extent permitted by DIFC law, certain provisions of UAE federal laws, such as Federal Law No. 15 of 2020 Concerning Consumer Protection, do not apply to this Agreement or the relationship between the parties arising out of this Agreement, given your status as a Professional Client dealing in a wholesale financial context.

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