TMD Energy Ltd

Automatic Conversion Upon Transfer:

Upon any sale, transfer, assignment, or disposition of a Class B Ordinary Share by a holder to any person or entity which is not an Affiliate (as defined in the Second Amended M&A) of such holder, the transferred share will automatically and immediately be converted into a Class A Ordinary Share upon the Company’s registration of such transfer in the register of members of the Company.

This includes instances where a pledge, charge, encumbrance, or other third-party right over Class B Ordinary Shares is enforced, resulting in a third party holding fee simple ownership interest in the Class B Ordinary Shares, in which case all the related Class B Ordinary Shares will automatically converted into the same number of Class A Ordinary Shares upon the Company’s registration of the third party or its designee as a shareholder holding that number of Class A Ordinary Shares in the register of members.