PGG Wrightson LIVESTOCK EXPORT 19 September 2017 GG Wrightson Limited Comer Rosrevor& Viiou Steet PO Bor 1165, Hamiton 3240 Now Zealand Telephone +647 858 5305, Emall_starsonapggorightson conz Ms Ann Capada wor pg wrightson.co.nz Chief Financial Officer Hacienda Macalauan, Inc. Dear Ann, It is with much pleasure that we enclose the executed contract for your records and reference. ‘We can confirm that the Aircraft Charter has been confirmed and the scheduled date of arrival into Manila, Philippines will be 6 April 2018 ‘There is however one point that requires confirmation is in relation to the preferred payment option for the balance of the contract price. The details of the options are on Page 3 of the contract “Payments” FINAL PAYMENT: Option 1: The Buyer will pay the balance of the total Purchase Price by way of Telegraphic Transfer no later than 14 days prior to the scheduled date of departure from New Zealand Option 2: The Buyer will establish an irrevocable Letter of Credit within 30 days of signing the Contract to cover the balance of the total Purchase Price Can | ask that you bring this matter to Sir Ed's attention and advise us accordingly, Kind Regards, POOAA Steve Carson General Manager Livestock Exports PGG Wrightson Limited Helping grow the countryCONTRACT ted ee Ni Dai 2 June 2017 : es | Buyer: Hacienda Macalauan Inc. Address: ATTN: Mr. Eduardo Soriano IF Pacific Star Building, ‘SenGil Puyat Avenue, comer Makati Avenue MAKATI CITY, 1200 PHILIPPINES Email eilsoriano@amail. com Gc. emsoriano@amail.cor Telephone: 463 917 526 1716 Fax Represented by Mr. Eduardo J. Soriano Email: ellsoriano@amail.com COO, HMI Phone: +63 2 811 5656 Seller: PGG Wrightson Limited a company duly established and operating in ‘accordance with the law of New Zealand, Company Number 142962, registered at 57 Waterloo Road, Christchurch, New Zealand Address: PO Box 1185 Chr Rostrevor and Vialou Street Hamilton 3240, New Zealand Telephone: (+64) 21 990 350 Fax (+64) 7 834.2511 (+64) 7 858 5306 Email: _scarson@paqwrightson.co,nz Represented by: Mr. Stephen Bruce Carson, General Manager, PGG Wrightson Export Through friendly consultation the Buyer and the Seller agree to sign this contract for the sale and purchase of the commodities set out in Schedule 1 (Contract) subject to the following: A. This Contract was issued on 2 June 2017 (issue date) and may be accepted by the Buyer and Seller executing the same on or before 20 June 2017. B. By signing this Contract, the Seller agrees to sell and the Buyer agrees to purchase the animals set out in Schedule 1 at the price specified in Schedule 1, on the terms and subject to the conditions contained in this Contract (including the schedules and appendices). C. The Buyer and Seller acknowledge that this Contract is conditional upon the satisfaction of each of the matters identified in Schedule 1 Jun 17 ~ PGG WRIGHTSON/HACIENDA Page tof 8 Xam EXECUTED as an agreement onthe day of SMR 2017 For and on behalf of HACIENDA MACALAUAN, INC. Name of Buyer/Company by: Signatory Full Name of Signatory E-s ‘EDUARDO £SORIANO For and on behalf of PGG WRIGHTSON LIMITED by: ‘STEPHEN BRUCE CARSON Jun 17 ~ PGG WRIGHTSON/HACIENDA - CONTRACT 18001, Page 20f8 4SCHEDULE 1 - KEY TERMS [INDICATIVE PRICE 7 Bank& | Freight | UnitPrice pate ener FOB | insurance | Logistics cir 276 | Taurindicus Heifers | USD 1,350.00 | USD 170.00 | USD 1,070.00 | USD_2,590.00 TOTAL CONTRACT VALUE ‘Customs Charges, Leal Government Charges, Land Transport, Port Charges, or Agency & ‘Agent Fees. Delivery: ‘The animals will be delivered in MARCH 2018 by Air Transport to: MIAA International Cargo Terminal, Manila, Philippines Payments: ‘The Buyer will make two payments: DEPOSIT: Within TEN days of signing the Contract the Buyer will pay a deposit of USD100,000.00 by way of Bank Telegraphic Transfer to the Sellers nominated bank as per the instructions in Appendix 1 FINAL PAYMENT: Option 1: The Buyer will pay the balance of the total Purchase Price by way of Telegraphic Transfer no later than 14 days prior to the scheduled date of ‘departure from New Zealand Option 2. The Buyer will establish an irrevocable Letter of Credit within 30 days of signing the Contract to cover the balance of the total Purchase Price ‘The Parties agree that this Contract is conditional upon: The payment of the DEPOSIT by the Buyer for the amount set out in Schedule 1. If this condition is not met then the Contract will be at an end and each party will have no further obligation or liability to the other. * Furthermore this contract is conditional until the buyer has received and confirmed the Aircraft Charter, Such confirmation will be confirmed prior to final execution by the Seller. eee ee mae ne nance neta Jun 17 - PG WRIGHTSON/HACIENDA ~ CONTRACT 18001 Page 3 of & {SCHEDULE 2 - TECHNICAL SPECIFICATIONS 2.4 Breed & Holstein-Sahiwal Heifers of New Zealand origin with a minimum Holstein blood | Class composition greater than 60%. Where available the heifers will be supplied with an ancestry certificate trom the New Zealand Livestock Improvement Corporation (English only version). 2.2 Age, At the time of departure from New Zealand the liveweight ofthe Heifers will be: Live Weight Rising | year Average 210kg Liveweight & Delivery _ | The scheduled month of departure from New Zealand is March 2018 2.3 Production | The production of animals in New Zealand is besed on non-noused, “grass- fed" pasture based grazing systems The Seller does not provide any production guarantees for the animals within the consignment. 2.4 Pregnancy | The heifers will be supplied open/non-pregnant. SCHEDULE 3 - GENERAL CONDITIONS 3.4 Import Permit ‘The Buyer must supply the import permit and the conditions that govern the import of cattle to the Philippines (import permit) to the Seller no later than 30 Days prior to the scheduled date of departure. 3.2 Selection ‘The Seller will select the cattle on the Buyer's behalf based on the criteria set out in Schedule 2 If the Buyer wishes to select their own cattle the Seller will ensure that they have a minimum 5% rejection rate within the selection group, ‘The Buyer will meet their own international airfare travel costs for any selectors/inspectors, or nominated representatives, and/or Government authorities, ‘The Seller will meet the reasonable accommodation, meal and travel expenses {or two inspectors/selectors while they are actively engaged in selection and/or inspection duties in New Zealand. 3.3 Transport and Delivery ‘The Buyer will accept delivery of cattle from the Seller. The Seller will provide the required number of competent stockmen and/or veterinarians, as required by New Zealand MP! to accompany the consignment. ‘The delivery will be to the destination identified in Schedule 1 The Seller will not be held liable to the Buyer or any other person in any way whatsoever should there be any delays arising from breakdowns or adverse ‘weather, or if the airline company defaults on any aspect of the air charter contract for whatever reason, | The airline charter will allow 3 hours for disembarkation of the cattle at the airport nominated in Schedule 1. In the event that the Buyer(s) are unable to compiete the discharge within the allocated period the Buyer will compensate the Seller for ail of the associated costs imposad by the airine company for such delays. Delivery takes effect at the point the animals depart the aircraft. Upon delivery ene nn nn mane mene Jun 17 - PGG WRIGHTSON/HACIENDA ~ CONTRACT 18001 Page 4018 k‘the Buyer takes possession of the caitie. In the event that the Buyer does not take delivery/possession, as anticipated by these terms and conditions, delivery and possession will be deemed to have taken place six hours after the aircraft | has landed at the nominated airport. The Seller reserves the right to on-charge to the Buyer any additional costs or Penalties imposed by the airline company; the airport authorities; or Government authori ‘The Buyer is responsible for all costs in respect of the cattle once they have been delivered or deemed delivered to the airport of disembarkation, whether or not they have departed the air Al the costs from the point of delivery (or deemed delivery) are the responsibilty of the Buyer. The Buyer will responsible for fodder and medical supplies for the cattle from the earlier of the time the Buyer takes delivery from the Seller or deemed delivery ocours, The Buyer will also be responsible for all costs associated with any delay disembarkation oF failure to disembark, including (without limitation) all additional freight, airport and transport costs and penalties 3.4 Price The Buyer will pay the total USD CIF price to the Seller for the animals to be | | supplied in accordance with this Contract ‘The price is in United States Dollars per head of animal, cost including insurance | and freight (USD CIF price), as set out in Schedule 1 ‘The per unit USD CIF price (and thus total USD CIF price) does not include: 4. any import duties and taxes that may be applicable in the country of disembarkation; | any customs agency andlor brokerage fees; | any airport charges or associated handling fees; transport fees or cost of fodder from the point of delivery; or any international airfares for the Buyers and/or their representatives or | Government authorities 2 3 4 6. | The Buyer will be liable for all of these and any other additional charges. If the | Seller is required to pay any of these charges on behalf of the Buyer, the Buyer agrees to reimburse the Seller in full for these charges within five working days of the Seller invoicing the Buyer for the same. Payment is to be made by way of bank telegraphic transfer to the Seller's nominated bank. 3.8 Payment The full details of the USD amounts payable (including the dates for payment) Terms are set out in Schedule 1 of this contract. i ‘The Buyer will pay the payments on the times specified in Schedule 1 ‘The instructions for paying the Bank Telegraphic Transfer to the Seller's bank are attached in Appendix 1 ‘The instructions for establishing the Letter of Credit to the Seller's bank are attached in Appendix 2 3.6 Insurance Risk in the animals will pass from the Seller to the Buyer from the earlier of the and Liability | time the Buyer takes delivery from the Seller or deemed delivery occurs | The Seller will arrange insurance covering all risks of death andior mortality for | | 110% of the total USD CIF price of the shipment of animals. This will cover the cattle throughout the New Zealand quarantine period, the air transportation and the disembarkation ‘The insurance cover terminates at the time the Buyer (or its appointed agent) takes delivery, to a maximum period of 24 hours, after the cattle leave the aircraft ‘The insurance cover is extended for @ period of 10 days for any animal that has suffered severe injury that can be proven as a result of the and/or Se ne na nec hnenecr sean eernnn enna Jun 17 ~ PGG WRIGHTSON/HACIENDA - CONTRACT 18001 Page Sof 83.7 Shipping discharge. ‘The severity of the injuries and likely cause will be mutually agreed upon by two appointed independent representatives, one nominated by the Buyer and one nominated by the Seller. Any injuries or deaths that can be attributed as 2 direct result of transport or causes other than shipping in the Philippines are not covered by this insurance. ‘The Buyer must ensure that it arranges sufficient insurance to cover any ishaps or events that may result in loss or harm to the heifers post-delivery or deemed delivery. ‘Al insurance claims will be supported by a written veterinary certificate from an independent veterinarian agreed upon by the Buyer and Seller, which includes a {ull list of the animal(s) ear-lag number, photo's including the ear with the ear-tag attached, and also an outline to the nature ofthe claim ‘The Buyer acknowledges that the Seller will have no liability to it or any other person that is in excess of the insurance cover taken by the Seller per head of Cattle shipped under this Contract. ‘The animals will be supplied with the following documentation: Documents | 1. an insurance certificate in respect of the consignment 2. alist of individual animals inclusive their visual ear tag number, 3. a copy of Zoosanitary certificate issued by New Zealand MPI (the original will accompany the consignment); and 4 ued by the Weikato, NZ, Chamber of Commerce. 3.8 Force a ly provided in this Contract neither party will be liable Majeure for any act, omission or failure by it under this Contract if that act ‘omission or failure results directly from a Force Majeure event which such a8 war, acts of nature and natural disasters such as earthquakes, flooding or other extraordinary and destructive climatic events, but for the avoidance of doubt does not include any: i. governmental, regional or local authority restraint, legislation or bylaw, the Non Performing Party of a reasonable standard of care or good dairy industry practice having regard to the Non Performing Party's obligations under this Contract; ili, lack of funds on the part of the Non Performing Party; or iv. strikes, lockouts or other industrial action and disturbances, b) and to the extent to which either party is unable to carry out any of its obligations under this Contract because of any Force Majeure event (such party being referred to 2s the “Non Performing Party’), the Non. Performing Party will have no liability to the other party in respect of the non-performance other than expressly provided for in this Contract provided that the Non Performing Party shall notify the other party within the shortest possible time of the occurrence of the Force Majeure event, including the expected effect and duration of the Force Majeure and the Non Performing Party's proposal for mitigating the effect or duration of the Force Majeure, c) The Non Performing Party must, use its best endeavours to overcome, land to mitigate the effects of, the Force Majeure event and to complete the Non Performing Party's obligations under this Contract on time. If, despite complying with this clause, the Non Performing Party reasonably requires any extension of time in order to comply with any of its obligations under this Contract, the Non Performing Party will notify the ‘other party in writing as soon as possible of the extension required. d) Subject to clause 3.8(e) this Contract will otherwise remain in effect in all cts. The parties will_meanwhile continue to_use_their_best Jun 17 ~ PGG WRIGHTSON/HACIENDA - CONTRACT 18001 Page 6 of 8 a ‘‘endeavours to perform their obligations as required under this Contract and shall settle further performance of the Contract through friendly negotiations. e) ‘if any Force Majeure is of such magnitude or will be of such duration that itis, impossible or impractical for the Non Performing Party to comply with the Non Performing Party's obligations under this Contract for a period of 6 consecutive months or longer, either party may terminate this Contract by written notice to the other party provided that the notice must set out the grounds for the decision. 3.9 Termination ‘Without prejudice to any other right or remedy a party may have, either party may terminate this Contract by written notice to the other party if: a) permitted to do so in accordance with the terms of this Contract; b) the airline company terminates the Charter Contract and there is no other | aircraft reasonably available to deliver the cattle; c) the other party breaches any material obligation of that party under this Contract and the breach is not capable of being remedied, or is capable of being remedied and the defaulting party fails to remedy the breach to the rnon-defauiting party's satisfaction within 10 days after notice in writing has. ‘been given to the defaulting party requiring such breach to be remedied; or 4) an Insolvency Event ocours in respect of the other party. ‘An insolvency event (Insolvency Event) means, in respect of a party, that party | has ceased to trade or has had a receiver appointed over the whole or any | material part of its assets, or has become insolvent or gone into liquidation, or hhas been otherwise unable to meet its debts as they fall due or has suffered any | analogous insolvency action. | 3.10 Governing Law This Contract is to be governed by and construed in accordance with the laws of | New Zealand, | 3.11 Execution ‘The parties acknowledge that this Contract may be executed in counterparts | and: 4. facsimile copies ofthis Contract and transmission thereof by facsimile each to the other willbe sufficient to constitute offer and acceptance; 2. scanned copies of this Contract and transmission thereof by electronic email each to the other shall be sufficient to constitute offer and _acceptance,_ Jun 17 ~ PGG WRIGHTSON/HACIENDA - CONTRACT 18001 Page 7 of 8 woeR erred) Instructions for the Telegraphic Transfer of Funds (Please forward these instructions to your Bank) APPENDIX 4 Please remit proceeds telegraphically by S.W.\,F.T MT100 in United States Dollars as follows: ‘Send MT100 direct to: Westpac Banking Corporation Wellington New Zealand ‘SWIFT WPACNZ2W In Favour Of: PGG Wrightson Limited Christchurch New Zealand ‘Account No: 364134USD374001 Account with: Westpac Banking Corporation International Business Centre Wellington Jun 17 = PG WRIGHTSON/HACIENDA - CONTRACT 18001rth rr ret) APPENDIX 2 In tablishment of Letter of C: (Please forward these instructions to your Bank) Letters of Credit are to be advised to: (ANZ National Bank Limited ‘Auckland, New Zealand. SWIFT Code: ANZBNZ22102, Clause 40A Form of Documentary Crecit: Irrevocable Clause 31D Date and Place of Expiry: Clause 59 Beneficiary: PGG Wrightson Ltd Live Export Division PO Box 1185 Cnr Rostrevor and Vialou Street Hamilton 3240, New Zealand Clause 41D Available with Any Bank in New Zealand Clause 42C Drafts at Sight Clause 44A Loading at: Any Port in New Zealand ~ Multiple port loading allowed Clause 44C Latest Shipment Date: Clause 46A Documents Required (Please indicate number of originals or copies required) Original Clean on Board Ocean Bill Of Lading marked “Freight Prepaid Original Commercial Invoice for 100% of CIF price Original Certificate of Origin Original List of Animal Ear Tag Numbers Copy of Zoosanitary Certificate (Original will accompany master on vessel) Original Insurance Certificate All documents must quote LC number. Clause 49: CONFIRM et center inns ene emnnpnairmmen in Jun 17 ~ PGG WRIGHTSON/HACIENDA - CONTRACT 18001 Page gof 8