May, 26th 2023

SOFT C O R P O R A T E O F F E R
ICUMSA 45
750,000 MT x 12 month Contract
This Soft Corporate Offer (S.C.O.) is regarding the sale and purchase of Sugar Icumsa 45, is made

this 26h day of May 2023 by the following parties:

AS THE SELLER
Company: COOP BMZ BRASIL SERVICIO EM COMERCIO EXTERIOR LTDA
Address: R. MANOEL CORREA 1562, COSTEIRA, PARANAGUÁ, PR / BRAZIL
Email: info@coopbmz.com.br
Authorised by: Mr. José Marco Martínez
Position: DIRECTOR

Hereinafter called the PRINCIPAL Seller

AS THE BUYER
Company: ELEMENTAL ROCK BV - (VIA Ricardo Carvalho de Araújo 29617740/0001-53)
Address: Hillegomstraat 12, unit 0.10, 1058LS, Amsterdam, Netherlands
Telephone: + 55 64 9 9258 0103
Authorised by: Isaac Daniel
Position: MANAGING DIRECTOR
Email: isaac@elementalrock.com

Whereas the Seller hereby confirms that they are ready, willing and able to Sell and Deliver the
mentioned commodity under the terms and conditions mentioned in this offer subject to execution
of the contract for the purchase of the said commodity upon consideration of the mutual agreement.

And

Whereas the Sellers with full corporate authority and responsibility hereby certifies, represents and
warrants that it can fulfill the requirements of this agreement and provide the product. The Seller
hereby agrees and covenants to honoring the following terms and conditions as per the International
Chamber of Commerce ICC rules for international trade.

R. MANOEL CORREA 1562, COSTEIRA

PARANAGUÁ, PR / BRAZIL
PRODUCT & SPECIFICATION
ORIGIN: Brazil
PRODUCT: SUGAR ICUMSA 45 SPECIFICATIONS
POLARITY: at 20ºC: 99.80º Minimum
SULPHATED ASH CONTENT: 0.04% Maximum by Weight
MOISTURE: 0.04% Maximum by Weight
MAGNETIC PARTICLES: 4 mg/kg
SOLUBILITY: 100% Dry & free flowing
GRANULOMETRY: Fine Standard (TBA)
ICUMSA: Colour 45 ICUMSA attenuation index Units (Method #10-1978) Maximum
AS: 1 P.P.M.
COLOUR: Crystal Sparkling White. Maximum ICUMSA attenuation index units
REDUCING SUGAR: 0.010% Maximum in Dry Mass
RADIATION: Normal w/o presence of cesium or iodine SO2: mg/kg 20
HEAVY METALS, TOXIC ELEMENTS Maximum mg / kg basis
ARSENIC 0.50 CADMIUM 0.05 COPPER 1.00
LEAD 1.00 MERCURY 0.01 ZINC 3.00
PESTICIDE TRACES Maximum mg / kg basis
DDT 0.005 PHOTOXIN 0.01 HEXACHLORAN GAMMA ISOMER 0.005
MICROBIOLOGICAL LIMITS
PATHOGENIC BACTERIA including SALMONELLA per 25 gram: Nil.
Bacillus per gram: Nil
CROP YEAR: most current available
ASH BY ELECTRICAL CONDUCTIVITY: 0.04% Max (on dry weight basis)
SULPHUR DIOXIDE: 20 Mg/Kg Min
SEDIMENTS: None
SMELL: Free of any smell
SUGAR: 0.05% max by weight HPN
STAPHAUREUS: Nil
Max AS: 1 P.P.M.
Max PS: 2 P.P.M.
Max CU: 3 P.P.M.
SUBSTANCE: Solid Crystal
CROP YEAR: 2023

CONTRACT QUANTITY AND CONTRACT PERIOD

Monthly Shipment: 750,000 MT to be delivered in shipments of 25,000 MT x 30 per month over 12
months
Contract Total: 9,000,000 MT (To be Delivered over a TWELVE Months Period in shipments of 25,000
MT).
First Shipment: 100,000 MT – 12 (twelve months) delivery
2nd. Shipment: 100,000 MT– 12 (twelve months) delivery
3rd. Shipment: 350,000 MT– 12 (twelve months) delivery
4th. Shipment: 200,000 MT– 12 (twelve months) delivery

R. MANOEL CORREA 1562, COSTEIRA

PARANAGUÁ, PR / BRAZIL
We will have 4 (four) individual contracts of 12 (twelve) months for each of the above
mentioned shipments.

SHIPMENTS CIF
Vessels must be not older than twenty (20) years, Lloyd’s register or equivalent. Payment includesall
Shipping Costs on a CIF Basis

PACKING

The Sugar must be packed in new, new and intact 50 Kg lined jute or polypropylene bags, suitable for
export (min. tare 160gms per bag) of 50Kg each (net weight). Packed in 1 MT per big bag for loading
and unloading. The shipment must include an extra 2% of the total quantity of 50 KG polylineated jute
or polypropylene lined Empty free of charge to the Buyer, each with the supplier's marks.

Markings/Labelling:
Each bag shall bear a label or marks showing the following in English:
1. The name/grade of product
2. Crop year
3. Country of origin
4. Name of Producer/Seller/Packer
5. Net weight
6. Production and Expiry dates
7. Batch number

PRODUCT PRICE PER METRIC TON

Price USD $315.00 (THREE HUNDRED AND FIFTEEN USD) per metric ton. CIF According to contract
conditions, including in this price: cost of packing, transp, Insurance (110%), and loading.

TOTAL CONTRACT VALUE

TOTAL CONTRACT VALUE: $2,835,000,000.00 (TWO BILLION EIGHT HUNDRED AND THIRTY-FIVE
MILLION AMERICAN DOLLARS) Based on TWELVE (12) MONTH CONTRACT.

DELIVERY TERM
CIF: $315.00 PER MT
DESTINATION PORT: UP TO THREE (3) PORTS
(NO USA, EU OR MEXICO or BRAZILIAN PORTS –PRODUCT MUST BE EXPORTED FROM BRAZIL).
INCOTERMS: 2022

PAYMENT TERMS

Buyer:

a) DLC + MT103 and (TO BE RELEASED AGAINST THE SHIPPING DOCUMENTS AT THE PORT OF
LOADING) - The Bank Instrument Will Be Revolving, Irrevocable, Transferable, Indivisible,
Operational, Renewable and Confirmed by Top 50 Bank - 2% Performance Bond.

R. MANOEL CORREA 1562, COSTEIRA

PARANAGUÁ, PR / BRAZIL
b) ESCROW ACCOUNT + MT103/TT – DOCUMENTS TO BE RELEASED UPON SHIPMENT AT THE
PORT OF LOADING FOR PAYMENT AT THE PORT(S) OF DESTINATION – No Performance Bond

Payment: The seller issues an invoice for the shipment, the date of payment of this invoice will be
POST DATED for payment within 25 (twenty-five) days before departure and will not exceed 30 days
after the date of departure from Brazil. All invoices are paid in cash by MT103/TT at the PORT(S) OF
DESTINATION.

PROCEDURES
1. The Seller will present this FCO for acceptance by the Buyer.
2. Buyer returns the Signed FCO confirming his acceptance of the Offering.
3. The Seller will present the draft contract for acceptance by the Buyer. Contract goes through
normal negotiation and validation period.
4. Buyer returns the draft contract by exchanging it by facsimile or Email attachment, duly signed and
sealed, within 72 hours, the draft copy will be deemed legal until hard copies exchanged.
a) Buyer and seller sign accepted contract, returned in PDF with Pro forma Invoice and
Statement of Supply
b) Within 10 Bank working days, Buyer’s bank shall for guarantee value
$236,250,000.00 USD (TWO HUNDRED AND THIRTY SIX MILLION TWO HUNDRED
AND FIFTY US DOLLARS) for the life of the contract:

b(1) DLC + MT103 TT

b(2) Escrow
Terms escrow:
1. BMZ Sends Full Corporate Offer (FCO) to ElementalRock;
2. ElementalRock issues ICPO for BMZ’s review and acceptance;
3. SPA signed between BMZ and ElementalRock;
4. BMZ sets up an ESCROW account and provides ElementalRock the
Instructions and
escrow features;
5. BMZ and its suppliers send scanned copies of complete set of Original
Shipping
Documents within Three (3) working days after loading of the vessel;
6. Upon receipt of scanned copies of complete set of Original Shipping
Documents
within Five (5) working days ElementalRock shall block Funds for the total
monthly
contract sale value into the ESCROW account in favour of the Seller;
7. BMZ and its suppliers deposit complete set of Original Shipping Documents
at the
ESCROW account holding bank via COURIER (DHL, FedEX, UPS etc);
8. Escrow funds will be released to BMZ’s bank five (5) working days upon
receipt and
after the Authentication of the Original Shipping Documents by SGS;
9. The transaction will be denominated in USD hence payment should be in
USD.

R. MANOEL CORREA 1562, COSTEIRA

PARANAGUÁ, PR / BRAZIL
 c) The delivery and forwarding begin immediately according to the contract.

DOCUMENTS REQUIRED BY BUYER (ONE ORIGINAL AND 3 COPIES)

1. Full Set Bill of Lading, three (3/3) copies.
2. Packing List and Weight List (3/3)
3. Commercial Invoice, three (3/3) copies.
4. Insurance Policy for 110% CIF Value
5. Certificate of Origin, three (3/3) copies.
6. Certificate of Quality and Quantity Issued by SGS, three (3/3) copies.
7. Original LAB report free from Dioxin and other heavy metals (1/1).
8. SIF Certificate
9. Additional Certificates will be furnished as required by the country

NOTE: Seller does not furnish samples. Requests for any documents prior to confirming a
Standby Letter of Credit will be denied, documents furnished are only for Buyer’s goods.
Buyer’s Independent Surveyor may take a sample as part of his inspection.

VALIDITY OF OFFER
This offer must be fully executed and signed by the Buyer before expiration date 31th of May 2023.
Electronic copy of the signed document shall be deemed legal until a fully executed contract is
received from the seller and signed by buyer along with pro forma invoice in pdf. The validity of this
offer is very important to ensure the product can be locked for this period without any change.

SELLER’S ACCEPTANCE: BUYER’S ACCEPTANCE: sign and date in wet ink

SIGNATORY NAME:
Mr. Isaac Daniel

R. MANOEL CORREA 1562, COSTEIRA

PARANAGUÁ, PR / BRAZIL