SALES AND PURCHASE AGREEMENT

THIS AGREEMENT MADE ON 25TH THIS DAY OF MARCH, 2021

Between

SELLER

HEREINAFTER REFERRED TO AS THE SELLER:

COMPANY: TERRA BRASILIS CONSULTORIA E COMERCIO EXTERIOR EIRELI

ADDRESS: RUA CAPITÃO SILVIO FLEMING 256, ITU, SÃOPAULO/SP - BRAZIL

TELEPHONE: +55 11 98546-6600 / +55 11 98175-7006

EMAIL: brasil@terrabrasiliscomex.com
jorge@terrabrasiliscomex.com
info@panzelli.com

REPRESENTED BY: BRASIL FERNANDO CAMPANHÃ (CHAIRMAN & FOUNDER)

TAXID: 29.745.603/0001-02

AND

AND THE BUYER:

HEREINAFTER REFERRED TO AS THE BUYER

BUYER1

COMPANY NAME:

TELEPHONE:

E – MAIL:

REPRESENTED BY:

BUYER2

COMPANY NAME:

TELEPHONE:

E – MAIL:

REPRESENTED BY:
WHEREAS:
Seller and buyer, each with full corporate authority, certifies, represents and warrants that each can fulfill
the requirements of this agreement and respectively provide the products and the funds referred to herein,
in time and under the terms agreed to hereafter; and

WHEREAS:

The seller & buyer hereby agree and make an Irrevocable Firm Contract to sale/buy NON-GMO Soybeans at
CIF price. The contract is valid for spot, extendable with option of possible rollovers.

WHEREAS:

Seller and buyer both agree to execute and finalize this contract under the terms and conditions hereinafter
set forth:

NOW THEREFORE:

In consideration of the mutual promises, agreements, terms & conditions of this agreement, assertions and
covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby,
the parties here to mutually and voluntarily agree as follows:

TERMS AND CONDITIONS:

Both seller and buyer are knowledgeable and aware of international laws, the rules of industry, international
joint venture purpose, banking protocol & sensitivities, non-circumvention & non- disclosure, governments
rules and regulations and fully agree to respect, honor, adhered to and complied with, in all respect and
forms with full corporate and personal responsibility under penalty of perjury. All responsibilities about this
contract is between the seller and buyer. TERRA BRASILIS is only the seller that will operationalize the
process.

CLAUSE 01 – RELATION

The base of this contract is a business deal between seller and buyer in order to acquire NON GMO Soybeans
at CIF price under the terms and conditions hereinafter described and settled.

CLAUSE 02 – PRODUCT - COMMODITIES UNDER SALE:

Moisture: 13.5%maximum
Maximum splits: 5%
Protein: 39%minimum
Max color: 2%
Oil content basis: 18%
Minimum husks: no husks
Test weight: 54 pounds/min per bushel
Total damaged kernels: 3%maximum
Foreign matter: 1%maximum
Radiation: normal
Crop: 2020/current
Heat damaged kernels: 0.5%maximum
Full rate granules: 98%
Sun of Aflatoxins: <5.0
Mildew kernels: 0.5% maximum
Bean skin should be light yellow or yellow free
Off fat acids: koh/g max1%
Soybean diameter: 5.0mm >98%
GMO: negative
Covid 19virus(2019-ncov): negative

CLAUSE 03 - Hereinafter jointly referred to as the “goods”

CLAUSE 04 - COUNTRY OF ORIGIN:

Brazil

CLAUSE 05 – INSPECTION AND COST BEARING

Inspection at load port by CCIC designated by the Seller for quality and quantity of the goods is at the seller's
expense. At the port of discharge, the inspection carried out by China Customs at the buyer's expense.

If any discrepancies between the inspection results of China Customs and those of CCIC at the loading port,
CCIC designated by the Seller shall coordinate with China Customs and make the customs release. Seller shall
support with all acknowledge possible.

CLAUSE 06 – DESTINATION / PRODUCT DISCHARGE / SHIPMENT / CARGO

Destination port shall be CIF/ QINGDAO . The basis of shipment shall be vessels monthly from APRIL
2021, Since Buyer supply all legal documents necessary on time, until final of delivery. The shipments shall
be done in CIF 15 - 30 days (+/-3 days), after receipt and confirming the DLC at seller´s bank, which issued by
buyer’s bank.

The date of bill of lading shall be considered as the date of shipment.

CLAUSE 07– DELIVERED QUANTITY

The actual delivery quantity is based on the official documents issued by CCIC at lading port, and the
difference between the actual delivery quantity and the quantity agreed in the contract is allowed to be ±
0.5%.

If any discrepancies between the quantity and weight detected by CCIC and the quantity and weight detected
by China Customs, it is hereby agreed that CCIC designated by the Seller shall coordinate or recheck with
China Customs.

CLAUSE 08 -LOADING/DESTINATION PORTS

Loading port: Brazil

Destination port: QINGDAO

CLAUSE 09 – LANGUAGE USED

The English language shall be used.

CLAUSE 10 – PACKING
Bulk

CLAUSE 11 – PRICE PER METRIC TON

CIF USD 428 AMERICAN DOLLARS/MT (FOUR HUNDRED AND TWENTY-EIGHT AMERICAN DOLLARS PER
METRIC TONS)

CLAUSE 12 – QUANTITY:

100,000 MT（ ± 0.5%）/ FOR MONTHS SHIPMENTS, WITH TOTAL FOR 12 MONTH 1,200,000 MT （± 0.5%）

The actual delivery is in accordance with CLAUSE 35 of this Contract.

CLAUSE 13 – PERFORMANCE BOND:

2% by seller for amount of the DLC only after receive the DLC draft.

CLAUSE 14– INSURANCE:

Cargo insurance 110% by seller. seller (insurance company) is responsible for goods until delivery in china.

CLAUSE 15 – SPECIFICATIONS, QUALITY AND STANDARD:

Moisture: 13.5%maximum
Maximum splits: 5%
Protein: 39%minimum
Max color: 2%
Oil content basis: 18%
Minimum husks: no husks
Test weight: 54 pounds/min per bushel
Total damaged kernels: 3%maximum
Foreign matter: 1%maximum
Radiation: normal
Crop: 2020/current
Heat damaged kernels: 0.5%maximum
Full rate granules: 98%
Sun of Aflatoxins: <5.0
Mildew kernels: 0.5% maximum
Bean skin should be light yellow or yellow free
Off fat acids: koh/g max1%
Soybean diameter: 5.0mm >98%
GMO: negative
Covid 19virus(2019-ncov): negative

CLAUSE 16 – PAYMENT TERMS

1. buyer issue ICPO + NCNDA/IMPFA + company profile:

2. Payable by locked fund mt103 / 202 or locked funds mt799 with a guarantee of a DLC irrevocable,
indivisible, untransferable, operative by bank top 50. After successful verification and authentication copies
of shipping documents for the value of the shipment, to show that funds are available and will be released
against original shipping documents in favor of the seller.

3.After the verification of contracts terms between seller and buyer, and confirmation of DLC will payable
against full original documents at the bank indicated by the buyer.

4. Seller send to buyer’s official email address directly

Copy of partial pop including copy of export/license permit certificate
Copy of statement/commitment of availability of the product copy of certificate of origin
Copy of certificate of analysis of product by lab
Copy of commercial invoice with bank details to receive the POF outside

5. The buyer issues POF via the mt799 swift to the bank account of the seller company / sends the seller a
copy of the issued mt799 swift.

6. Seller obtain POF verification result and move product from storage facility to loading port and issue dip
test authorization letter (DTA), fresh CCIC, transaction passport.

7. The seller will only begin effective shipment after confirmation of credit to the seller's account.

8. seller start loading and issue shipping documents and title ownership documents to buyer, and buyer
contact the captain on board to confirm the estimated time of arrival (eta) and current of the said vessel.

9. The Seller shall issue 2% PB for the goods shipped every months

10.DELIVERY BEGINS ACCORDING TO THE CONTRACT AND THE BUYER RELEASES PAYMENT TO THE SELLER'S
BANK AFTER RECEIVING THE ORIGINAL TRANSACTION DOCUMENTS AND RECEIVING ALL PAYMENT
DOCUMENTS RELEVANT TO THE CARGO AT THE PORT OF UNLOADING

11.The buyer shall issue 90% L / C to the seller for each batch of goods, and the remaining 10% shall be
reserved as the seller's default deposit. After the customs inspection of all the goods is completed every
month and the goods are cleared smoothly, the 10% of the deposit will be remitted to the seller's account
in the form of T / T within 5 working days.

CLAUSE 17 – CONTRACT PERIOD:

Contract for 12 months only (by mutual agreement between the buyer and seller, may increase the quantity
of delivery during the contract period).

CLAUSE 18 – DELIVERY TERMS:

Delivery conditions:

Delivery terms: each shipment must be completed within 15-30 days (+ / - 3 days) after the seller's bank
receives the non-negotiable and valid confirmed payment MT799. The payment must be made by an
irrevocable, indivisible, non transferable and confirmed letter of credit.

CLAUSE 19– PROOF OF PRODUCT (POP)/Payment documents

A. 3/3 set of bills of lading, “clean on board” and marked “freight prepaid” (3originals+3 copies).
B. Certificate of weight, quantity and quality issued by CCIC inspection. In triplicate
C. Certificate of origin, issued by the chamber of commerce. In triplicate
D. All additionally required certificates to be issued by CCIC.
E. Inspection certificate for the vessel / transport vehicle
F. Signed commercial invoice issued by seller. In triplicate
G. Full set of insurance policy for the110% of cargo cost issued to buyer’s bank favour.
H. Phytosanitary certificate.
I. Variety certificate. K.NON GMO report
J. Non radiation certificate. M.chemical residues certificate.
K. Fumigation certificate.
L. Certificate of covid 19 virus (2019 ncov) issued by a third party

CLAUSE 20 – DEMURRAGE

At the loading port it is on seller’s account. at the discharging port it is on buyer’s account.
After the arrival of the goods at the port of China, if there is any dispute caused by the detection of genetically
modified soybean, the expenses incurred, including but not limited to the detection fee, demurrage fee, etc.,
shall be paid by the seller's 10% of the liquidated damages；In case of advance payment, the liquidated
damages will be returned to the seller within 5 working days after the completion of the insurance company's
compensation.

CLAUSE 21 – IMPORT FACILITIES, DOCUMENTS, TAXES AND FEES

All taxes or levies imposed by the country of destination having any effect on this contract are on the buyer’s
account and his sole responsibility. Buyer must have all import permissions and permits in writing, and copy
sent to seller and the buyer bears the sole responsibility of securing all permits, licenses or any other
documents required by the government of the importing nation.

Seller will bear no responsibility to provide such documentation. Buyer will bear all costs associated with
securing such documents and will also bear all costs and penalties if such documents are not secured.

CLAUSE 22 – FORCE MAJEURE

Neither party to this contract shall be held responsible for breach of contract caused by an act of god,
insurrection, civil war, war, military operation or local emergency. The parties do hereby accept the
international provision of “force majeure” as published by the international chamber of commerce, Geneva,
Switzerland, and as defined by i.c.c. rules uniform customs and practice.

At the time of singing of this Contract, Covid 19 virus(2019-Ncov) is already prevalent worldwide, including
in the country of origin, for which the Seller has taken all precautions and prepared, and shall not cause any
restriction or delay in the performance of this Contract.

CLAUSE 23– SPECIAL CLAUSE:

1. After the completion of the trial order transaction, the rolling shipment shall be started according to the
contract requirements. In case of any quality problem during the trial order period, the execution of the
contract shall be suspended. After the relevant problems are solved, both parties shall agree on the follow-
up cooperation.

2. In view of the great changes in such unpredictable factors as tariff, exchange rate, Covid 19 virus(2019-
Ncov) situation and geopolitics, and when the tax inclusive price of domestic NON GMO soybean is less than
525 US dollars per metric ton, the two parties will accept start possibilities to renegotiate the price CIF any
port-China, and agree on subsequent cooperation matters.

CLAUSE 24– DISPUTES AND ARBITRATION

The parties hereby agree to settle all disputes amicably. If settlement is not reached, the dispute in question
shall be submitted and settled by arbitration at the I.C.C. held in Paris city by one or more arbitrators
appointed in accordance with said rules.

A. The contract is subject to I.C.C. rules and laws of chamber of commerce Paris.

B. The seller and buyer will try to settle all disputes amicably. Either party may serve notice on the other
requiring any dispute to be settled within 10 (ten) days after such notice and, if not settled to refer it to
arbitration in accordance with this contract unless breech of payment occurs by the buyer.

C. The arbitration will be heard by one or more arbitrators appointed mutual agreement of the parties and
in accordance with the rules and the arbitration act1996. the seat of arbitration shall be in chamber of
commerce Paris. the award shall be enforceable in any country.

D. In the event of litigation, the non-prevailing party shall tender any and all fees and costs to the
prevailing party including, without limitation, reasonable attorneys ‘fees and costs and including all fees
and costs of any appeal thereunder.

CLAUSE 25 – AUTHORITY TO EXECUTE THIS CONTRACT

The parties to this contract declare that they have full authority to execute this document and accordingly
to be fully bound by the terms and conditions.

CLAUSE 26– EXECUTION OF THIS CONTRACT

This contract may be executed simultaneously in two or more counterparts via telex, e- mail or facsimile
transmission, each of which shall be deemed as originals and legally binding.

CLAUSE 27 – GOVERNING LAW

This contract shall be governed and interpreted in accordance with the united nations convention on
contracts for the international sale of goods, 1980 (CISG).

CLAUSE 28 – ASSIGNMENT

This agreement is assignable by the seller or legal representative only, with prior information and written
permission of the buyer .

CLAUSE 29 – PENALTY
In case of non-accomplishment contract either from buyer or the seller, the 3% of the difference between
the total amount of the contract and the delivered quantity will be charged to the faulty company.

CLAUSE 30– NON-CIRCUMVENTION AND NON-DISCLOSURE

The parties accept and agree to the provisions of the international chamber of commerce, Geneva,
Switzerland for non-circumvention and non-disclosure with regards to all and every one of the parties
involved in this transaction and contract, additions, renewals, and third-party assignments, with full
reciprocation for a period of (1) one year from the date of execution of this contract.

CLAUSE 31- CONTRACT VALIDITY

The draft contract is valid for five days.

WE, THE BUYER ALSO CONFIRM THAT SAID FUNDS ARE GOOD CLEAN, CLEARED UNENCUMBERED,
LEGITIMATELY EARNED AND OF NON-CRIMINAL ORIGIN.

ANY MATERIAL MIS REPRESENTATION BY THE BUYER SHALL MAKE THIS CONTRACT NULL AND VOID.

ANY CHANGES MADE IN THE CONTRACT THAT ARE NOT INITIALED WILL MAKE THE CONTRACT NULL AND
VOID.

CLAUSE 32 – SELLER’S BANKING DETAILS

BANK OF AMERICA NA 100 WEST 33 RD STREET NEW YOUR – NY 1001 – U.S.A. SWIFT: BOFAUS3N FED ABA:
026009593

TO BE CREDITED TO THE ACCOUNT OF

BANCO DAYCOVAL S/A.

ACCOUNT NO 6550823002 SWIFT CODE: DAYCBRSP AVENIDA PAULISTA 1793 – 10 ANDAR – SAO PAULO –
SP ZIP 01311-200

IN FAVOUR OF FINAL BENEFICIARY TERRA BRASILIS CONSULTORIA E COMERCIO EXTERIOR EIRELI IBAN: BR17
6223 2889 0000 1000 7374 676C 1

BUYER’S BANK DETAILS BUYER’S BANK COORDINATES TO RECEIVE SHIPPING

CLAUSE 33– PROCEDURE

1. LOI from buyer to seller.

2. SCO from seller to buyer.

3. ICPO from buyer to seller

4. Seller sends FCO, commercial invoice and draft contract to buyer

5. Signing of the contract between the seller and the buyer, with the proforma invoice counter signed for
approval and both parties lodge copies at their bank.

6. Seller sends copies of shipping documents via email to the buyer 's bank for verification and
authentication.

7. Buyer's bank block funds after successful verification and authentication of shipping documents and sends
swift via mt799 with DLC irrevocable, indivisible, untransferable and confirmed by bank top 50 to the seller's
bank.

8. The seller’s bank responds by sending the original shipping documents by courier to the buyer's bank.

9. Payment is made by swift mt103 to seller’s bank after B.L.

APPENDIX NO. 2

Final verbiage approved for mt799 POF We inform that we can only accept and verify the background test
based on the wording / text below.

It must be 100% equal to the one below, otherwise it will be rejected if there is a change or alteration of the
detail / text below.
 APPENDIX I SENDER:

HERE THE CUSTOMER MUST INCLUDE BANK REFERENCE CODES, PROOF OF FUNDS AND
ACCOUNT STATEMENT.

CLAUSE 34 –TEXT FORMAT OF PERFORMANCE BOND (SAMPLE):

TEXT FORMAT OF THE PERFORMANCE GUARANTEE (SAMPLE):

CLAUSE 34 –Proposed Shipping / Lifting Schedule: SPOT

SHIPMENT FREQUENCY QUANTITY IN CIF DISCHARGE AGGREGATE QTY. IN MTS
NUMBER MONTH MTS/SHIPMENT PORTS
12 100,000 1,200,000

Proposed Shipping / Lifting Schedule:FOR CONTRACT

SHIPMENT FREQUENCY QUANTITY IN CIF DISCHARGE AGGREGATE QTY.

NUMBER MONTH MTS/SHIPMENT PORT IN MTS
#1 April 2021 100,000
 #2 May 2021 100,000
#3 June 2021 100,000
#4 July 2021 100,000
#5 August 2021 100,000
#6 September 2021 100,000
#7 October 2021 100,000
#8 November 2021 100,000
#9 December 2021 100,000
#10 January 2022 100,000
#11 February 2022 100,000
#12 March 2022 100,000

SIGNATURES FOR ENTIRE NCND WORKING AGREEMENT

NOTE: CONTRACTED PARTIES HEREBY CONFIRM THAT SIGNED, SEALED, PRESENT SALE AND PURCHASE AGREEMENT OF MAZUT
100 GOST–10585-75 DATE OF EXCHAGED BY E-MAIL, ARE FULL FORCE AND EFFECT, LEGAL BINDING ACCEPTED ENFORCEABLE
AS ORIGINAL. PARTIES ARE FULL RESPONSIBILITY, UNDER PENALTY OF PERJURY TO PERFORM SALE AND PURCHASE AGREEMENT
CONDITIONS.

THE PARTIES HEREBY AGREE, TO RESPECT THE MENTIONED “SALES AND PURCHASE
AGREEMENT” ACCEPTED, SIGNED, SEALED AS BELOW.
BUYER: SELLER:
REPRESENTED BY:
TITLE:

DATE: MARCH 25th , 2021 DATE: MARCH 25th , 2021

ANNEX H: NON–CIRCUMVENTION AND NON–DISCLOSURE WORKING AGREEMENT:

THE PARTIES HAVE EXECUTED THIS NCND WORKING AGREEMENT AND “RECEIPT OF A COPY OF THIS ENTIRE
AGREEMENT IS HEREBY ACKNOWLEDGED” (ALL PARTIES PLEASE INITIAL PRIOR PAGES).

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