N°00213122021

Sales
Cane Sugar ICUMSA 600 VHP
International standard
Date:

SELLER:
Business:
Company Registration:
Direction:
Country:
Telephone:
E-mail:
Represented by:
Qualification:

BUYER:
Business:
Company Registration:
Direction:
Country:
Telephone:
E-mail:
Represented by:
Qualification:

Considering: That the seller and the buyer, each with full corporate authority, certify, represent and guarantee that
each one can meet the requirements of this contract and, respectively, offer the products and funds mentioned
here, on time and under the terms agreed hereinafter; and

Considering: That the seller irrevocably accepts and makes a firm contract for the delivery of 50,000 Metric Tons
(Fifty thousand Metric Tons) per month, distributed in 12,500 MT per week in an annual contract with possible
extensions of cane sugar ICUMSA 45 INCOTERMS 2020, with delivery according to the "Appendix A" delivery
schedule.

Considering: That the seller and the buyer agree to formalize this contract under the terms and conditions
established therein and it is strictly confidential between the parties (the buyer and the seller), therefore, they
agree as follows:
CLAUSES:

CLAUSE NO. 1: PRODUCT

Cane sugar ICUMSA 45 must conform to the following specifications and / or international standard specifications,
suitable for human consumption:

SUGAR ICUMSA 45

Specifications

Canned Refined White Sugar ICUMSA 45– RBU

SPECIFICATION POLARITY AT 20 DEG CENT: 99.80% Minimum

MOISTURE: 0.04% maximum by weight

ASH CONTENT: 0.04% Maximum by electrical conduction.

SOLUBILITY: 100% dry and free of fine mucus

GRANULOMETRY: Fine

COLOR: Sparkling White, 45 ICUMSA dimming units.

RADIATION: Normal without presence of Celsium or lodine

SEDIMENT: NONE

ODOR: Free of any odor.

REDUCING SUGAR: 0.01% maximum by weight

SO2: 20 mg / kg

SUBSTANCE: Solid, crystal

MAGNETIC PARTICLES: Mg / kg 4 Maximum

MAX AS: 1 PPM / MAX PB: 2 PPM

CU MAX: 3 PPM

ICUMSA: MAX. 45 ICUMSA, Attenuation Index Units Method * 4-978

HPN STAPH AUREUS: NULL

PACKAGING: PACKED IN 50 KGS BAGS

CLAUSE NO. 2: ORIGIN
The origin of the sugarcane ICUMSA 45, Brazil.

CLAUSE NO. 3: DESTINATION

Port: Incoterm 2020 DDP - FOB- any safe port in China

CLAUSE NO. 4: PRODUCT DELIVERY

The delivery date will be considered the date of the arrival of the product to the warehouse assigned by the buyer.
Delivery must begin within 30 days after receipt and confirmation (of payment) of an operational financial
instrument acceptable to the seller, subject to slight and reasonable variations in the lists due to traditional and
customary requirements. Consecutive shipments must be sent according to the schedule agreed with the buyer by
the seller, after the first shipment has left, as indicated in the respective SGS Certificate, Phytosanitary Certificate,
Certificate of origin, Insurance in favor of the buyer, customs clearance, DAT tax payment, commercial invoice.

CLAUSE NO. 5: CONTRACTED QUANTITY

The total quantity of the contract will be 600,000 tons (six hundred thousand metric tons).
Shipments that can be: (example)

1. 50,000.00 TM 6. 50,000.00 TM 11. 50,000.00 TM

2. 50,000.00 TM 7. 50,000.00 TM. 12. 50,000.00 TM
3. 50,000.00 TM. 8. 50,000.00 TM
4. 50,000.00 TM 9. 50,000.00 TM
5. 50,000.00 TM 10.50,000.00 TM

Total: 600,000 TM

CLAUSE NO. 6: WEIGHT AND QUALITY OF THE PRODUCT

The seller guarantees that each shipment of ICUMSA 600 sugar must be provided with a weight and quality
control certificate at the time of land loading on board before shipment. Said certificates must be provided by
the Société Générale de Surveillance (SGS) in charge of the seller, and will be considered final.

CLAUSE NO. 7: PACKING

The product will be packed in (50kg) Fifty kilograms in new export quality bags. The bags have a surplus of (100g)
one hundred grams and are sufficient to guarantee the safe arrival of the product at the destination. The bags will
be labeled in Spanish with:
1) 1) Net weight
2) 2) The word "standard sugar"
3) 3) Origin.

CLAUSE NO. 8: PRICE PER METRIC TON

The price is USD $ --------------------- MT subject to change without prior notice.
CLAUSULA NO. 9: IMPORTE DEL CONTRATO
The total cost of the contract is -------------------------------------------

CLAUSE NO. 10: PAYMENT

The buyer must issue an Irrevocable, revolving, divisible, transferable, assignable Letter of Credit and fully financed
with the funds available and payable at the Provider's banks, SWIFT MT700 (FFLC), in accordance with the following
terms and conditions:

▪ The Buyer's Payment must be through an Irrevocable, revolving, divisible, transferable, assignable and fully
funded Letter of Credit, with funds available and payable at the Supplier's bank, SWIFT MT700 (FFLC).
▪ The letter of credit will remain as a guarantee for one month of order, increasing in subsequent scheduled
orders.
▪ The buyer is obliged to pay for each load in port, through MT103 or electronic transfer in a maximum of 48
hours, bank to bank, against shipping documents after Customs in the Port of Veracruz of the State of
Veracruz or any safe port in Mexico , SGS quality certificate, copy of the request, consignment note and
electronic invoice (CFDI), otherwise it will be deducted from the letter of credit.

Buyer confirms that such funds are legitimately earned and of lawful and non-criminal origin.

Any material misrepresentation by the buyer shall render this contract null and void. Any change made to the
contract that is not initialized will render the contract null and void.

CLAUSE NO. 11: FORCE MAJEURE

No part of this contract will be responsible for breach of contract, caused by an act of God, insurrection, civil
war, war, military operation or local emergency. The seller will not be responsible for any delay in delivery
for any interruption resulting from or arising from religious acts, civil or military authority, war, accident,
fire, explosion, earthquake, flood, storm, strike, labor disputes, or any similar cause or different that is
beyond your control.
However, the current sanitary conditions in which the Mexican State finds itself are not an impediment to
the fulfillment of this contract, therefore, the agreed terms must be fulfilled in a timely manner.

CLAUSE NO. 12: LITIGATION AND ARBITRATION

The parties agree to resolve all disputes amicably. If the settlement of the contract is not reached to do so, the
controversy in question will be presented and resolved before the corresponding courts established in the city of
Tijuana, B.C., Mexico.

CLAUSE NO. 13: AUTHORITY TO EXECUTE THIS CONTRACT

The Contracting Parties declare that they have full powers to execute this document and, consequently, are fully
bound by the terms and conditions of this document.

CLAUSE NO. 14: THE PERFORMANCE OF THIS CONTRACT

This contract can be executed simultaneously in two (2) or more counterparties by electronic e-mail
transmission, each of which will be considered original and legally binding.

CLAUSE NO. 15: LANGUAGE USED

English language will be used for the service and all documents related to this contract.
CLAUSE NO. 16: ASSIGNMENT
This agreement is assignable and transferable by either party, with the prior written permission of the other party.

CLAUSE NO. 17: NON-CIRCUMVENTION AND NON-DISCLOSURE

The parties accept and in accordance with the provisions of the international chamber of commerce, Geneva,
Switzerland, for non-circumvention and non-disclosure with respect to each and every one of the parties involved in
the transaction and the contract, additions, renewals and Assignments of third parties, with full reciprocity for a
period of five (5) years from the date of execution of this contract. Likewise, the buyer and the seller are aware of
the responsibilities and sanctions provided for in the Federal Penal Code and in the Penal Codes of the applicable
States of the Mexican Republic, as well as those established in the Federal Copyright Law and the Property Law.
Intellectual, in the case of non-compliance with the provisions of this clause.

CLAUSE NO. 18: CONFIDENTIALITY NOTE

This clause is extensive to all subsidiaries or affiliated companies and includes and protects intermediary companies,
which act as mediators. It was further agreed that all buyer and seller information contained in this Agreement will
be held in the strictest confidentiality, and any violation of which will result in the immediate cancellation of this
agreement and payment of the fine of 5% of the total value of the contract.

CLAUSE NO. 19: BREACH AND TERMINATION OF THE CONTRACT WITH PRIOR NOTICE
Failure to comply with the contracted obligations will result in the termination of this contract, as well as all those
causes that the corresponding law stipulates, that is, any act carried out by the parties in contravention of the
provisions of the present contract will be grounds for termination of this contract. clauses that precede, as well as
the cases indicated by the civil legislation on the matter.

CLAUSE NO. 20: DAMAGE

After the buyer and seller have signed and sealed the final contract, both parties accept the obligations to comply
with the clauses and procedures described in this document:

1) In the event that the buyer or seller fails to fulfill their obligations (the violator), the other party can be
considered as a victim of the default (the injured party). In this case, the injured party may obtain compensation
from the offender to mitigate the losses resulting from the breach in the amount equivalent to 2% (two percent) of
the total contract, amount payable by T / T (telegraphic) Bank transfer to the injured party's account.
1) 1) If said breach is not corrected within 15 (fifteen) calendar days, the injured party will have the right to
take legal action against the offenders in accordance with the United Nations Convention on contracts for
the international purchase and sale of goods (Articles 61 -65).

2) However, the foregoing, the injured party will have the right to charge interest for late payments without
affecting their right to terminate the contract for non-payment.

CLAUSE NO. 21: THE SIGNATURE AND STAMP (SELLER AND BUYER)
This is the full and complete agreement between buyer and seller; there are no other agreements. The additions,
deletions or modifications must be in writing and signed by both parties, and be attached to this contract so that
they are valid with the date of agreement of the modification.
CLAUSE NO. 22: VALIDITY OF THE PRESENT DIGITAL CONTRACT
The validity of this contract will last for the next 10 (ten) business days, that is, in that period of
time, the parties must sign the contract through docusign, notary public or digital notary, in order to have all the
validity that is reflected in it, warning both parties from this moment, what, in case either party does not signed in
those ten days, this document will lose all its validity and there will be no penalty by the parties, clarifying from this
moment that the contract that will be signed autographically will be the same in its essence and without
modifications, rather than the cancellation of this clause.

SELLER

Date::

BUYER

Date:
APPENDIX A: DELIVERY SCHEDULE

Total quantity of refined cane sugar ICUMSA 45 purchase of -------------------- metric tons, will be issued under
the following terms and conditions:

Total shipments will be in accordance with the shipping schedule below. Shipments and delivery will begin 30
days after receipt and confirmation of an operational financial instrument acceptable to the seller, and issued
within the stipulated time.

▪ Product: Cane sugar ICUMSA 45

▪ Port of Loading: Brazilian Ports
▪ Port of discharge: CIF- DDP: Veracruz-México and / or any other safe port in Mexico.
▪ Upload date: 8 to 10 (eight to ten days)
▪ Delivery: 30 days

Starting date will be determined by the date of receipt and confirmation of the payment guarantees / financial
instrument issued by the buyer to the seller.

SHIPPING
SCHEDULE (CIF
destination
according to
INCOTERMS):
SUGAR ICUMSA 45
TOTAL
SHIPPING SIZE SHIPPING PER
NO. SOURCE MONTHLY
TM MONTH
AMOUNT
1 BRASIL
2 BRASIL
3 BRASIL
4 BRASIL
5 BRASIL
6 BRASIL
7 BRASIL
8 BRASIL
9 BRASIL
10 BRASIL
11 BRASIL
12 BRASIL
TOTAL QUANTITY:
APPENDIX B: BANK INFORMATION

The seller can choose or change his bank to receive the bank guarantees while it is in his interest or to facilitate the
procedures of this contract.

The buyer must issue a letter of preparation from the Bank (Appendix B) signed and stamped by the bank official to
assure the seller that the bank has authorization for it from the buyers and of credibility (TO ENSURE THAT THE
FUNDS are clear)

SELLER BANKS INFORMATION:

BANKING INSTITUTION:
HEADLINE:.
ACCOUNT NUMBER:
INTERBANK CLABE: XXXXXXXXXXXXXXXXXXXXX (IN CASE OF TRANSFERING IN PESOS, THE EXCHANGE RATE OF THE
OFFICIAL JOURNAL OF THE DAY ON WHICH EACH TRANSFER IS MADE-EACH TRANSFER WILL BE USED)

BANKING INSTITUTION:
HEADLINE:
ACCOUNT NUMBER:
INTERBANK CLABE:

Information necessary for receipt of money order dollars.

1. Indicate in the delivery request that our bank has an intermediary bank, in this case it is the Standard Chartered
Bank and indicate your data.
2. Indicate that the beneficiary bank will be Banco Regional, SA and indicate your complete information.
3. Indicate the final beneficiary (name of the client)
4. Indicate CLABE account, enter the CLABE account of the peso or dollar account as appropriate.

BUYER BANKS INFORMATION:

BANKING INSTITUTION: HSBC

HOLDER: DISTRIBUIDORA XXXXXXXXXXXXXXXXXXXXXX.

ACCOUNT NUMBER:

INTERBANK CLABE:
APPENDIX C - SELLER'S PASSPORT.

APPENDIX D: BUYER'S PASSPORT