SALES CONTR, CONTRACT NO: WMA/V/1933 DATE: 04/02/2021 PAGE 1 OF 10 Seller: WORLD METALS & ALLOYS (FZC) WAREHOUSE Q4/300, SAIF ZONE, PO BOX 120369, SHARJAH, UAE Buyer: SAI DEFENCE SYSTEMS PRIVATE LIMITED PLOT NO S-5, MIDC, HINGANA, NAGPUR, MAHARASHTRA, 440014 PAN NO: AAVCS1632C; GST NO. 27AAVCS1632C1ZB EMAIL ID: contact@saidefence.in We WORLD METALS & ALLOYS (FZC) the “SELLER” hereby confirm having sold and SAI DEFENCE SYSTEMS PRIVATE LIMITED the “BUYER” having bought the following as per the terms & conditions as given below: 1. DEFINITIONS In this Contract the following terms shall, unless otherwise defined, have the following meanings: CIF has the same meaning as in the Incoterms 2010, DMTU means dry metric tonne unit or 1% of manganese (Mn) content in each tonne of Product. ETA means estimated time of arrival. Final Invoice means 100 pct of cargo value based of Load port weight, Moisture and analysis. FO means Free Out which refers to the discharging at the discharge port which must be arranged by Buyer. Buyer is responsible for demurrage at discharge port, Incoterms 2010 _ means the International Rules for the Interpretation of Trade Terms of the International Chamber of Commerce 2010 Edition Loading Port/Load port means the port in Country of origin of cargo. Pet means Percentage (%) Party/Parties means a party to the Agreement. Product refers to Manganese Ore. tonne means a metric ton. us$ means United States dollars and USC means United States cents. WORLD METALS 8 ALLOYS (FZC), ADDRESS: WARE HOUSE NO Q4/300, P.0.80X NO: 120369, SALLE. ZONE, SHARIQHRU.A\ ‘TeLgrAke +97 16 5538128, 5829137, 57010, Pex © 971 6 950908 rai ais aac Webske, aoe naCONTRACT NO: WMA/V/1933 PAGE 2 OF 10 2. MATERIAL MANGANESE ORE (PC-02) 3. SPECIFICATION MN: 38% MIN (TYPICAL 40%), FE: 9% MAX, SIO2: 25% MAX, AL203: 10% MAX, P: 0.130% MAX 4, SIZE 0 X 2 MM (90% MIN) 5. QUANTITY 20,000 MT (+/- 10% at SELLER option) 6. DELIVERY TERMS CIF FO VISAKHAPATNAM PORT, INDIA. 7. ORIGIN AUSTRALIA, 8. PACKING LOOSE IN BULK. 9. PRICE USD 4.91 PER DMTU (United States Dollars FOUR 91/100 PER DMTU) 10. SHIPMENT IN FEBRUARY 2021 11. PARTIAL SHIPMENT ALLOWED 12, TRANSHIPMENT ALLOWED 13. PORT OF LOADING ANY MAIN PORT IN AUSTRALIA 14. PORT OF DISCHARGE VISAKHAPATNAM PORT, INDIA. ORO METAL & ALLOYS (F2C), ADDRESS WARE HOUSE NO G3/300,.0:80x NO: 120365, SAL ZONE, SHARIA. DADS reLetheho, (57s st0ias, S619, o7611, Foes 971 # SSS0%om ema imarsuimaleuces k MebekeCONTRACT NO: WMA/V/1933 PAGE 3 OF 10 15. PAYMENT BY WAY OF TT 15.1 SELLERS BANK DETAILS BENEFICIARY NAME : WORLD METALS AND ALLOYS (FZC) BANK NAME EMIRATES NBD ACCOUNT NO AE840260001025221859002 BANK ADDRESS DUBAI, U.A.E. BANK SWIFT CODE : EBILAEAD, 15.2 All Payments related to this sales contract will be paid to the above bank account only. 16, SHIPPING DOCUMENTS PROVIDED BY SELLER - Full set of Original Ocean Bill of Lading, marked ‘freight Payable as per charter party’. Forwarder/Charter party bills of ladings acceptable. - Commercial Invoice in three originals. - Packing List in two originals and one copy. ~ Certificate of Origin issued by Seller in one original ~ Copy of Certificate of Quality issued by SGS/REPUTED ASSAYER at load port ~ Copy of Certificate of Weight issued by SGS/REPUTED ASSAYER at load port ~ Copy of Insurance Certificate 17. CARGO INSPECTION FOR WEIGHT AND ANALYSIS 17.1 WEIGHT At loading port, Seller at seller expenses shall appoint SGS/REPUTED ASSAYER to determine the weight of the product by draft Survey. The Weight of product ascertained and certified by SGS/REPUTED ASSAYER shall be the basis of Commercial Invoice. Buyer may at buyer’s expenses have their representative present during the draft Survey at loading port. 17.2 SAMPLING AND ANALYSIS: At loading port, the seller shall at seller's expenses appoint SGS/REPUTED ASSAYER to determine the analysis of Manganese ore. SGS/REPUTED ASSAYER will draw and prepare a sample accordingly to the latest ISO procedure. SGS/REPUTED ASSAYER shall test the prepared sample and provide an Analysis Certificate showing results of the sample tested. 18. FINAL INVOICE AND FINAL SETTLEMENT The Load port Weight, Moisture and Analysis result of SGS/REPUTED ASSAYER shall be considered final and it will be basis for final Invoicing and bi WORLD METALS 8 ALLOYS (F2C), ADDRESS: WARE HOUSE NO Q4/200, .0.80X NO: 320368, SAF, 20h, SHAR UE ‘TeteraK i, +97 165529128, $578137, SS70119. foe #9716 SSoNNee Ena: Lanscaseralesecsnr a Weekes asiecomCONTRACT NO: WMA/V/1933 PAGE 4 OF 10 19. TITLE AND RISK Title shall pass from Seller to Buyer upon receipt of 100% payment by the seller. Risk shall pass from Seller to Buyer as per INCO Terms 2010. 20. INCOTERMS Unless otherwise specified herein INCOTERMS 2010 and/or any amendments or replacement thereof shall apply. 21, SHIPMENT TERMS 21.1 VESSEL Seller shall provide an ocean going vessel, suitable for carriage of the material. Seller shall have the option to ship the material as a full or part cargo. Seller shall ensure that the vessel complies with the international ship and port facilities security code and the relevant amendments (ISPC CODE). 21.2 UNLOADING OF CARGO AT DISCHARGE PORT (i) Discharge Port- The cargo shall be discharged at Safe berth nominated by Buyer at the Discharge Port. This Safe berth shall be a normal berth where the vessel can always approach, liesafely, discharge at and sail from, whilst always being afloat and at all states of tide and in any weather. (ii) The Buyer shall indemnify the seller for any liability, penalty or other costs resulting from the Buyers failure to provide such Safe berth at discharge port. The Buyer will ensure that nominated berth is free and accessible at all times by the vessel for delivery of cargo. The buyer shall make all arrangements to immediately receive the cargo from the vessel on her arrival alongside the nominated berth. (iii) If the ship master determines that the vessel may not approach safely afloat or lie safely afloat at Buyer's nominated discharge berth, Buyer shall arrange for the vessel to be discharged at an alternative discharge berth or anchorage where the vessel can discharge always safely afloat and any cost including but not limited to lighterage and shifting costs shall be for Buyers account and shifting time shall count as laytime. (iv) If there will be any lighterage due to draft restriction at discharge port then Lighterage cost shall be in seller's / owner's account, Despatch/Demurrage amount shall be prorated among receivers on basis of respective quantity. (v) Shifting/idling cost to be prorated to all receivers in case vessel don’t get berth and to wait at idle berth as per port guidelines. ect working (vi) Buyer shall arrange and pay for discharging the vessel and all related costs (Including weighbridge tallying and draft surveys) but shall have free use of the vessel's crane (if required) which shalll be in good working con WORLD werAts 8 ALLOYS (Fz), ADDRESS: WARE HOUSE NO (4/300, P.0.80X NO: £20369, S.A. ZONE, SHAR TeLetAe No, 457 1 SS0320, $6291, S576180, Fax: 4 371 6 5590008, ena amar smolts & Web!CONTRACT NO: WMA/V/1933 PAGE 5 OF 10 (vil) Buyer shall arrange and pay for stevedores to discharge the cargo and utilize the vessel's crane (if required) under the ship master's instructions. (viii) Agency, port charges, Dues and Taxes: i, Seller shall nominate the port agent(s) at the Discharge port. li, Buyer is accountable for all port charges associated with bringing the vessel alongside discharge berth. iil, Any taxes, dues or any other charges applicable against the cargo at discharge port shall be for the Buyer's account. Buyer should ensure that all such charges are paid promptly such that Buyer is in a position to take delivery of cargo without delay. 21,3 NOTICE OF READINESS AND ESTIMATE TIME OF ARRIVAL (ETA) (1) The Sellers will ensure that the master of the vessel/ Vessel Agents gives the Buyer three notices of the ETA of the vessel at the Discharge Port. The first notice will be given upon sailing of the vessel from Loading Port or at least 10 days prior to the ETA of the vessel (whichever is later) and will also contain details of the quantity of Product on board. The second notice will be given at least 48 hours prior to the ETA and the third notice will be given at least 24 hours prior to the ETA, At all other times the Sellers or the master of the vessel/ Vessels Agent (for and on behalf of the Sellers) will promptly advise the Buyer of any significant change in the ETA. (2) The vessel to tender notice of readiness soon upon arrival at Visakhapatnam port whether in port or not, whether in free pratique or not, whether customs-cleared or not and laytime to commence counting to all receivers 12 hrs after Nor tendered. (3) NOR shalll be tendered on SHINC Basis. 21.4 STEVEDORE DAMAGE The Buyer is responsible for stevedore damage caused to vessel during Discharging of material at the Discharge Port, whether by the stevedore’s default or negligence or howsoever caused. Any stevedore damage at the Discharge Port may be settled directly between vessel owners and stevedores. The Sellers shall cause the master to notify the stevedores and the port agents as. well as the Buyer's representative immediately after they occurrence of such damage, but in any case before the vessel's departure. Stevedore damage may be repaired at the Buyer's expense before the vessel sails from the Discharge Port, in which case time spent on repair shall count as laytime, which would be on Buyers account. 24.5 In case if Original Bill of Lading is not received by buyer / receiver's before the arrival of vessel at discharge port, The owner's / charterers should warrant that the master / owner of the vessel shall agree to discharge against LOI as per owner's standard P&I club wording duly stamp and sign by buyer. WORLD METALS & ALLOYS (F2), ADDRESS: WARE HOUSE NO 4/300, P.0:80X NO: 120369, S.ALF, ZONE, SHARJAH. UAT ‘eueraki +87 U6 5820128, S520157, 5576138. Fax 4974.6 SoSsibe, emai umtnalesa at & Wess anclCONTRACT NO: WMA/V/1933 PAGE 6 OF 10 21.6 LAYTIME DEMURRAGE AND DESPATCH (i) Laytime shall commence counting 12 hours after Nor Tendered by master of vessel. (ii) If vessel berths within 12 hours after tendering NOR the time shall commence once the vessel berths. (ill) Laytime shall cease on completion of final Draft Survey of full cargo, removal of stevedore equipment & closing of hatches whichever is later at Visakhapatnam port. (iv) Laytime will be calculated from 12.01 hours after Nor Tendered by master of vessel and completion of discharge of cargo in Visakhapatnam port. (v) Time used in shifting & steaming time the berth/ Anchorage shall be counted as laytime. (vi) All cost and time related to discharging of cargo including unstowage will be on Buyer's account. (vil) All time used for the opening and closing of hatches shall count as Laytime, (vill) Once the Vessel is on demurrage it will remain on demurrage irrespective of any other stoppage or delay. 21.7 DISCHARGE RATES Applicable discharge rate in Visakhapatnam is 6000 tons per weather Working day of 24 consecutive hours, Saturday's, Sunday's and Holiday's included. 21.8 DEMMURAGE/DESPATCH i) Demurrage rate at the discharge port is upto USD 20000 per day pro rata. Despatch rate shall be half of the demurrage rate per 24 hour day (pro-rated for part day). Buyer should make the demurrage payment to the seller within 07 (seven) days from the date of sending the laytime sheet along with debit note before taking the actual delivery of the cargo. (iv) Seller shall make the payment of dispatch to the buyer within 07 (seven) working days after sending the laytime and credit note. (v)_ Demurrage/ Despatch associated to the laytime if any to be shared by all concerned receivers whose quantity is discharged at Visakhapatnam port. (vi) Any other charges incurred at discharge port due to pending import formalities/ pending dues/ taxes/ levies with local or government authorities and any charges by port authorities shall be to the account of the buyer. WORLD METALS & ALLOYS (F2C), ADDRESS: WARE HOUSE NO Q4/300, P.0.80X NO: 120369, SALF. ZONE, SHA ‘reuse, 9716 SS90190, 520437, S37030, rnc + 971 S290, cnn macula ce & Web! aCONTRACT NO: WMA/V/1933 PAGE 7 OF 10 22, TOTAL/ PARTIAL LOSS In the event of total or partial loss or damage of the material during transport after risk of material has passed from Seller to Buyer (as set out in clause TITLE ANDRISK), final settlement for the material that has been lost or damaged shall be made based on the Bill of Lading weights respectively inspection results as determined at loading port and at the time it would ordinarily have become due for payment in accordance with the terms of this contract. 23. Force Majeure: 1, Definition - “Force Majeure” means the occurrence of an event or circumstance (“Force Majeure Event”) that prevents or impedes a party from performing one or more of its contractual obligations under the contract, if and to the extent that the party affected by the impediment an woking the clause (“the Affected Party”) proves: a) that such impediment is beyond its reasonable control; and b) that it could not reasonably have been foreseen at the time of the conclusion of the contract; and ¢) that the effects of the impediment could not reasonably have been avoided or overcome by the Affected Party. 2. Non-performance by third parties - Where a contracting party fails to perform one or more of its contractual obligations because of default by a third party whom it has engaged to perform the whole or part of the contract, the contracting party may invoke Force Majeure only to the extent that the requirements under Paragraph 1 of this Clause are established both for the contracting party and for the third party. 3. Presumed Force Majeure Events ~ In the absence of proof to the contrary, the following events affecting a party shall be presumed to fulfil conditions (a) and (b) under paragraph 1 of this Clause, and the Affected Party only needs to prove that condition (c) of paragraph 1 is satisfied: a) War (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilisation; b) Civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism, sabotage or piracy; c) Currency and trade restriction, embargo, sanction; d) Act of authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalisation; e) Plague, pandemic, epidemic, natural disaster or extreme natural event; f) Explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy; 9) General labour disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises; h) Prohibition of export or import and/ or any other cause or causes beyond reasonable control of the Seller and / or Seller's supplier; ZG NORD METALS 8 ALLors (FZ, ADDRESS: WARE HOUSE NO G4/309,P..80X NO: 120369, S.ALF. 20K, SHARAN. UNPED vélerakite. +87 16 828125, 99157, 5570119, fox +9746 959600, Lamune Nesies seamenCONTRACT NO: WMA/V/1933 PAGE 8 OF 10 4. Notification - The Affected Party shall give notice of the event within 168 hours of the event to the other party. Failing to do so in the mentioned time limit, Force Majeure shall not justify the non fulfilment of any obligations under this contract. 5. Consequences of Force Majeure - Notwithstanding anything contained herein, the occurrence of any Force Majeure Event and/or the successful invocation of the same shall not absolve or discharge the Buyer from i) the payment of charges towards Laytime Demurrage and Despatch and Demurrage/Despatch which shalll continue to be incurred by the Buyer during the pendency of such Force Majeure Event and ii) from delay or failure to pay money when due. Subject to the above, a party successfully invoking this Clause is relieved from its duty to perform its obligations under the Contract and from any liability in damages or from any other contractual remedy for breach of contract, from the time at which the impediment causes Inability to perform, provided that the notice thereof Is given without delay. The other party may suspend the performance of its obligations, if applicable, from the date of the notice. Failure to deliver or to accept delivery in whole or in part because of the occurrence of an event of Force Majeure shall not constitute a default hereunder, however in such an event of failure to accept delivery, the Buyer shall continue to bear the charges towards Laytime Demurrage and Despatch and Demurrage/Despatch as specified in Clause 21. 6. Temporary impediment - Where the effect of the impediment or event invoked is temporary, the consequences set out under paragraph 5 of this Clause shall apply only as long as the impediment invoked prevents performance by the Affected Party of its contractual obligations. The Affected Party must notify the other party as soon as the impediment ceases to impede performance of its contractual obligations. 7. Duty to mitigate - The Affected Party is under an obligation to take all reasonable measures to limit the effect of the event invoked upon performance of the contract. Both parties agree to use their respective reasonable efforts to cure any event of Force Majeure to the extent that it is reasonably possible to do so, it being understood that the settlement of strikes, lockouts, and any other industrial disputes shall be within the sole discretion of the party asserting Force Majeure. The Parties agree and acknowledge that the payment of charges towards Laytime Demurrage/Despatch and Demurrage/Despatch by the Buyer as specified in Clause 21 shall constitute an essential duty to mitigate and limit the effect of such Force Majeure Event. 8. Contract termination - Where the duration of the impediment invoked has the effect of substantially depriving the contracting parties of what they were reasonably entitled to expect under the contract, either party has the right to terminate the contract by notification within a reasonable period to the other party. Unless otherwise agreed, the parties expressly agree that the contract may be terminated by either party if the duration of the impediment exceeds 30 days except In the case where Seller has already booked vessel space. In this case Buyer and Seller shall find a reasonable solution for both sides in a fair and equitable manner and both the parties are equally liable for the levies/charges that may be imposed by the vessel owner for any damages/losses for the same. \WoRLD METALS & ALLOYS (20) ADDRESS: WARE HOUSE NO Q4/200, P0.80X No: 120269, art ‘oust, +5) 165529125, 352915, 5570518. Fox: + 971 6 539400, Emel: banat 8 Website :CONTRACT NO: WMA/V/1933 PAGE 9 OF 10 24, ASSIGNMENT Buyer shall not assign this contract or any rights or delegate any duties under this contract, in whole or in part, without the prior written consent of the Seller. 25. SET OFF Neither Buyer nor Seller may at any time set-off any liability against Seller respectively Buyer. 26. SEVERABILITY In the event any of the provisions hereunder are or become unenforceable under applicable law, such provision shall be modified or limited in its effect to the extent necessary to cause it to be enforceable, Otherwise such (provision shall be severed and the remaining provisions of this contract shall continue in full force, 27. AMENDMENTS No amendment of this contract shall be effe originals or fax copy or Scanned print copy. e unless made in writing accepted by both the Parties in 28, CONFIDENTIALITY The contents of this contract are confidential. Each party and its employees, consultants and contractors shall hold in confidence any copies of this contract and all documents and other forms of communications required to be provided under, or in connection with, this contract. Notwithstanding the foregoing, each party may disclose this contract to its professional advisors and to prospective lenders to such party, to succeeding entities and to prospective transferees or assignees who, in any such case, have agreed to be bound by these confidentiality provisions. 29, Arbitration: Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the (Indian) Arbitration and Conciliation Act, 1996, under the UNCITRAL Rules which are deemed to be incorporated by reference into this clause and according to the rules in effect at the time of applying for arbitration by one or more arbitrators in accordance with the said Rules. The seat, or legal place, of arbitration shall be New Delhi, India. The language to be used in the arbitration shall be English. The decision made by the arbitrator/s shall be accepted, final and binding upon the parties. The fees for arbitration shall be borne by the losing Party. The submission of any dispute to arbitration shall not release either party to the contract from the remaining obligations assumed under the contract, which have no relevance with the disputed issues. 30. TAXES, OBLIGATIONS AND IMPORTS A. All taxes, levies, duties, custom clearance, discharging or other charges related to the product at the discharging port will be at the buyer's expense. B, Buyer must have the appropriate and approved import license/permit for the discharging of commodity under this contract at the discharge port. WORLD METALS 8 ALLOYS (FZC), ADDRESS: WARE HOUSE NO Q4/300, P.0.80X NO: 120059, S.ALF, ZONE, SHARUAHL US TeLeraK ho. +37 46 S529128, 8525157, Ss70a, tox + 9716 Ssashbe emai usizmaleee cos & Neha, mamasCONTRACT No: WMA/V/1933 PAGE 10 OF 10 31, NOTICES @ Any notice given by either of the Parties hereto to the other under this contract shall be in writing and shall be sent by registered mail and courier or fax and shall be directed at the address and to the attention of the respective persons hereafter. Any such notices shall be effective (a) in the case of registered mail and courier at the time of first service (pursuant to the delivery receipt), or (b) in the case of fax at the time of transmission or on the consecutive business day if time of transmission has been outside normal business hours at the place of receipt. A party shall notify a change of (ii) If to Buyer SAI DEFENCE SYSTEMS PRIVATE LIMITED PLOT NO S-5, MIDC, HINGANA, NAGPUR, MAHARASHTRA, 440014 ii) IF to Seller: WORLD METALS & ALLOYS (FZC) WAREHOUSE Q4 300, SAIF ZONE, PO BOX 120369, SHARJAH, UAE 32. SIGNATURES This contract includes all of the terms which the Parties have agreed to and may be executed in two (2) counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties hereto and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. This Agreement may be executed and delivered by facsimile transmission, by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by combination of such means. In case Buyer fails to sign within 3 business days of the date of contract, then the contract shall lapse, and the contract will be without effect. Accepted and confirmed by the SELLER through its duly authorized personnel: Accepted and confirmed by the BUYER: through its duly authorized personnel: SAI DEFENCE SYSTEMS PRIVATE LIMITED name: “Pi van oom DESIGNATION: TDt @ Ec toF— DATE: (Please Affix % WORLD METALS B ALLOYS (F2C), ADORESS: WARE MOUSE NO G4/S0,P.0.80% NO: 120369, SALF, ZONE, SHARIA UAC, ‘eter, +916 SS3330, $5291, 5570030. Pvc +971 6992000, Eele humus cy Wobse