AGREEMENT OF PURCHASE AND SALE

This Agreement of Purchase and Sale (“Agreement”) is made and entered into by Seller.
This Agreement dated as of the 24th day of January 2018 between “ABC” corporation (“Seller”),
having an office in Romania…, and “DEF” corporation (“Purchaser”) having an office in Republic
of Moldova…

RECITALS
NOW, THEREFORE, in consideration of the mutual terms, provisions, covenants and agreements
set forth herein, as well as the sums to be paid by Purchaser to Seller, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, Purchaser and Seller agree as
follows:
…

ARTICLE 3- PRICE
Subject to the terms and conditions contained herein, Seller agrees to sell 600 tones of coal (“Goods”)
to Purchaser at the price of 90 euro per each tone and Purchaser agrees to purchase the coal at the
respective purchase price for each tone.

ARTICLE 4- DELIVERY TERMS

4.1. The seller shall deliver the Goods to Constanța Port, Romania under Conditions F, FCA,
Incoterms 2010.
4.2. The Goods shall be delivered at the greed place, and to the transport agent designated by the
Seller.
4.3 Should the Seller fail to unload the goods on arrival, the Purchaser shall be entitled to demand the
fulfillment of the Agreement and payment of the agreed price.
…
ARTICLE 8- FORCE MAJEURE CLAUSE
Neither party shall be liable for any failure to make or accept one or more obligations arising out of
compliance with any law, ordinance, regulation, ruling,order or other governmental action or arising
out of acts of God, fire, flood, war, sabotage, accidents, labor disputes, shortages or failure to supply
materials, interruption of or delay in transportation/delivery of coal, or any other similar circumstance
beyond the control of the party.

ARTICLE 9- THE APPLICABLE LAW

9.1. This Agreement shall be construed according to Romanian law.
9.2. The forum state for any legal action shall be Romania.

ARTICLE 10- MONETARY RISK

Prices provided for at the date of signature of the contract are quoted in EURO. In the event EURO
goes above or below the rate in effect at the date of signature of the contract, prices will be quoted in
DOLLARS.