SALES-PURCHASE AGREEMENT

(Official version v1)

Contract No.: 3331

th
Dated: August 30 2024

BETWEEN THE PARTIES

This Sales-Purchase Agreement (“The Contract”) is by and between:
The “Seller” O&E PRODUCTS WORLWIDE DISTRIBUTION LLC, company incorporated under the laws of the
United STATES OF AMERICA, with Register Number L15000057250, represented by Mr.
OLIVIER JOSHEP DÍAZ, as Chief Executive Officer and with his head office at 200 Biscayne
Boulevard Way Unit 704, Miami, FL 33131, USA

And
The “Buyer” COMERCIAL IRUNA, SRL, company incorporated under the laws of DOMINICAN REPUBLIC, with
Register Number 130377482, represented by Mr. ANGEL GURPEGUI, as President and with
his head office at C/B No. 12, Julieta, Edificio Mercado Financiero, Santo Domingo, R.D.

Each of SELLER and BUYER are sometimes referred to herein individually as a “PARTY” and collectively they
are sometimes referred to as the “PARTIES.”

1. DECLARATION
The SELLER and BUYER, each with full corporate authority, certifies, represents, and warrants that each can
fulfil the requirements of this contract and respectively provide the products, and the funds referred to
herein, in time and under the terms agreed to the hereafter,

2. LEGAL EFFECT
The terms and conditions (“Terms and Conditions”) incorporated into this Contract are developed in
accordance with the Full Corporate Offer (FCO) and the Irrevocable Corporate Purchase Order (ICPO) signed
by the Parties. If there is any discrepancy with the FCO in the GENERAL TERMS section, it is because the
Parties have agreed on clarifications or modifications as part of the final negotiation and incorporated into
this contract. The other terms of the proposal remain unchanged even if not expressed in this contract.

3. THE PURCHASED COMMODITY

Subject to the terms and conditions of this Contract, Buyer agrees to purchase from Seller, and Seller agrees
to sell and arrange to deliver to Buyer 300,000 MT (three hundred thousand metric tons) of Brazilian Cane
Sugar ICUMSA 45 (the "Purchased Commodity"). The Parties agree to the following:

a) PRODUCT CANE SUGAR – ICUMSA 45

Fit for human consumption | for specs see ANNEX 1
b) ORIGIN Origin Brazil
c) CONTRACT SPOT |US Nationalized Product
d) QUANTITY 300,000 MT (three hundred thousand metric tons).
e) LOADING PORT Port of Santos or Paranaguá, Brazil
f) DELIVERY PORT Port Everglades / Fort Lauderdale, FL, U.S.A.

g) PACKING 50kg (fifty kilograms) PP Bag

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4. PRODUCT QUANTITY AND QUALITY

The Seller guarantees that each shipment of Product, is suitable for human consumption Grade “A'' shall be
provided with inspection certificates of quantity and quality at factory and time of loading / during
transporting to the loading port and on board before shipping. Such certificates shall be provided by Société
Générale de Surveillance (SGS) at Seller’s expense. The Seller shall instruct said authority to carry out the
inspection in strict accordance with the international chamber of commerce (I.C.C.) rules. The Seller shall
provide additional inspection at the arrival port and shall be deemed final to payment purposes.

Seller will have the option to ship five percent more or less (+/-5%) than the specified amount. The total
payment due will be adjusted according to the final quality and quantity report.

5. PURCHASE PRICE
The Purchase Price to be paid by Buyer to Seller for the Purchased Commodities is US$680/MT (six eighty
hundred American dollars per metric ton) for one Spot shipment to Port Everglades in Forth Lauderdale,
Florida, USA.

The Purchase Price is Delivery Duty Paid (DDP) Incoterm, which means states that the seller must make the
goods available to the buyer at a prearranged location in USA and cover all associated expenses including
unloading the goods from the carrier and any customs procedure costs and tariffs that may apply.

6. PAYMENT TERMS
a) The buyer will issue a Stand by Letter of Credit (SBLC) as a guarantee notifying its operation with the
message Swift MT760 to the Seller´s bank. The SBLC will be Transferable, Irrevocable, Operative,
Divisible and Assignable confirmed with full bank responsibility and conditional to the agreement, to
cover the value of US$204,000,000 (two hundred and four million American dollars) to seller´s bank,
valid for 45-60 days.
b) Payment will be released with SWIFT message MT103 (T/T) against the Quality and Quantity Report
issued by an independent surveyor, the bill of lading (BL) and other “Shipping Documents” described
in Article 9 (as below), at the port of discharge, as well as the documents that certify the
nationalization of the product and payment of customs duties.
c) The buyer must ensure that the payment becomes visible in the seller's account WITHIN 2(two)
BANKING DAYS after delivery of documents.

7. BANK ACCOUNT DETAILS a) BUYER´S BANK

Partner´s Bank Information to issue SBLC/MT760: ( COMERCIAL IRUNA, SRL)
Bank Name: BANCO MÚLTIPLE PROMERICA DE LA REPÚBLICA DOMINICANA, S.A. Account
Name: COMERCIAL IRUNA. SRL
Bank Address: Aut. Duarte, Km 11 ½, Torre Promerica. Santo Domingo, R. Dominicana
Account Number: 210211100002461
SWIFT Code: PRHRDOSD

> US Correspondent Banks

Bank Name: BANK OF AMERICA N.A.| Swift Code: BOFAUS3N

Payments/Transfers MT103 details are as follows:

Correspondent CITIBANK NA
Bank NEW YORK
SWIFT code: CITIUS33

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 Currency : US Dollars
Bank Name: U.S. BANK N.A.
Swift Code: USBKUS44IMT
Account Name: O&E PRODUCTS WORLDWIDE
DISTRIBUTION LLC
Account Number: 104799200506
Bank Address: 800 Nicollet Mall,
Minneapolis, MN 55402, USA.

a) SELLER´S BANK
Incoming MT760 Swift correspondence details are as follows: (Operative, Divisible, Transferable and
confirmed):

BENEFICIARY 1:
Currency: US Dollars Bank Name:
U.S. BANK N.A.
Swift Code: USBKUS44IMT
Account Name: O&E PRODUCTS WORLDWIDE DISTRIBUTION LLC
Account Number: 104799200506
Bank Address: 800 Nicollet Mall, Minneapolis, MN 55402, USA.

> US Correspondent Banks

Bank Name: BANK OF AMERICA N.A.| Swift Code: BOFAUS3N

BENEFICIARY 2:
Bank Name: EURO EXIM BANK LTD
Account Name: Merx & Esca Trading SA
Bank Address: Office 2, Fl, La Place Creole Bldg, Rodney Bay, Gros-Islet, St.Lucia.
Account Number: 1784694623
SWIFT Code: EULULCL1

> US Correspondent Banks

Bank Name: CITIBANK NA NEW YORK |Swift Code: CITIUS33
Bank Name: BANK OF AMERICA N.A. | Swift Code: BOFAUS3N

Payments/Transfers MT103 details are as follows:

Currency: US Dollars Bank Name:
U.S. BANK N.A.
Swift Code: USBKUS44IMT
Account Name: O&E PRODUCTS WORLDWIDE DISTRIBUTION LLC
Account Number: 104799200506
Bank Address: 800 Nicollet Mall, Minneapolis, MN 55402, USA.

> US Correspondent Banks

Bank Name: BANK OF AMERICA N.A.| Swift Code: BOFAUS3N

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 d) The parties, within a period of no more than 10 (ten) banking days after the date of signing this
contract, must confirm their respective Banks, Account Numbers or any changes, through formal
communication.

8. PROOF OF PRODUCT (POP):

The Seller, will send to the Buyer the POP, of the existence and availability of the product’s lot that will ship,
within a period of 5 days before loading.

9. SHIPPING DOCUMENTS
The Seller must provide the usual and/or legally necessary documents for shipping, import and subsequent
payment by the Buyer. Third parties Documents acceptable. The documents agreed to be delivered are:
1) Signed and stamped commercial invoice in favor of the buyer (3 copies).

2) Quantity & Quality assurance certificate issued by SGS at Discharged Port.

3) Full set of original, clean on board, Bills of Lading (BL) (3 copies).
4) Certificate of origin (3 copies)
5) Phytosanitary/Health and non-radiation Certificate
6) Quantity & Quality assurance certificate issued by SGS at delivery Port.
7) Third parties’ documents acceptable (Shipping documents from Brazil)
8) Food and Drug Administration (FDA) Certificate
9) Custom Clearance and other documents that validate the nationalization.

These documents must be presented by the Seller's bank to the Buyer's bank.
Buyer will waive all discrepancies in the above documents that are typographical or clerical errors or are not
prejudicial to the Buyer in relationship to the specifications and or contractual rights, obligations and terms
of the Commodity and this Sales Contract.

10. SHIPMENT TERMS

a) Seller and Buyer agree and acknowledge that the Purchased Products will be shipped in more than one
ship and that each shipment may contain a variation in quantity of +/- 5%.
b) The delivery time will be 28-35 days estimated after the payment instrument guarantee comes into
operation.
c) Partial shipments “Not allowed”.
d) The estimated transit time from the Loading Port to the Delivery Port will be confirmed once the
reservation obtained with the shipping company. Seller will make every effort to ensure performance.
However, shipments are subject to rules and regulations, weather and chance events, so an exact date
cannot be guaranteed.
e) Therefore, the Seller does not guarantee an exact timing of delivery to the Port of Destiny. Any delay in
arrival at the discharge port will not be grounds for a claim by the Buyer against the Seller or any
adjustment to the purchase price.

11. PRE-SHIPMENT NOTICES

For the shipment at least four (4) days in advance, the seller will formally notify the buyer of the estimated
time of arrival (ETA) of the vessel and/or cargo, as well as when the Quality and Quantity inspection can be
carried out.

12. DISCREPANCIES AT PORT OF LOADING (non-conforming)

a) Any discrepancy in quantity that is outside the tolerance +/-5%, the Seller and the Buyer will negotiate
the correction of the difference to ship.
b) Any discrepancy in any of the physical and chemical specifications, where the buyer in extreme cases
refuses to accept and limits the ability to ship, the Seller will have a maximum period of 15 calendar days
to correct it.

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13. PROCEDURES
Procedure to sell DDP sugar to USA maximum 35 days after receiving the Payment guarantee, delivery is
made:
1) Buyer send an ICPO (adding this procedure) and CIS addressed to Seller by Corporate Mail from the
Buyer addressed to Merx & Esca Trading. S.A.
2) Seller issues Full Corporate Offer “FCO” with CIS after positive Due Diligence.
3) Buyer signs and returns FCO.
4) Seller sends Sales and Purchase Agreement (SPA), Proforma Invoice (PI) and the verbiage of the
Payment Instrument Guarantee (SBLC) to buyer for review.
5) Buyer have 5(five) days to returns after review with amendments if necessary 6) Seller will send
approved SPA and PI for all parties to sign.
7) Buyer´s bank send to the Seller´s bank the Draft of the SBLC.
8) Seller approved the draft of the SBLC and the Buyer have seven (7) banking days to issue the SBLC.
9) Seller received the payment instrument 100% operative.
10) Within 20-30 business days Packaging, Inspection, Loading and Shipping commence.

11) Seller will confirm ETA and send shipping documents to Buyer and Buyer´s bank via email.
12) The Buyer verifies that all documentation and internationalization and nationalization documents
have been paid, according to the Commercial invoice issued by the seller and proceeds to release
the payment through MT103 (2) two business days.
13) The Seller transfers ownership of the Product to the Buyer once full payment has been confirmed by
the Seller´s bank.
14) A maximum period is agreed (15 days) for lift of the product from the port warehouses.

14. CONDITION PRECEDENT

This contract once signed will come into force with the acceptance of the Proforma Invoice signed by both
parties.

15. TRANSFER OF TITLE AND RISK

Seller shall retain title to the commodities until Seller has been paid in full in accordance to the Payment
terms.
With the endorsement of the title of the merchandise

16. IMPORTATION/NATIONALIZATION
The Seller will be responsible for clearing the Purchased Products through customs at the port of destination
(either by itself or through a third party) ensuring nationalization or importation to complete the transaction.
17. CONFIDENTIALITY AND NON-CIRCUMVENTION
a) THE PARTIES shall keep strictly confidential all information supplied by and obtained from each other
(e.g., documents, quotes, quantities, prices, costs, clients, suppliers, data that have been electronically
transmitted or stored, objects, financial structures and any other commercial or technical information),
regardless of whether such information concerns to THE SELLER or THE BUYER or any affiliated
companies.
b) The confidentiality undertaking does not apply to any information which is already in the public domain
or which may be obtained by general sources of information (e.g., on websites or in brochures).
c) THE PARTIES shall procure that any of its representatives or employees and any agent or subcontractor
be informed about this confidentiality obligation and be bound to it also concerning THE SELLER or THE
BUYER. Any violation of the confidentiality undertaking by such employee or third party will be treated
as a violation by THE SELLER or THE BUYER respectively, and therefore, THE SELLER or THE BUYER will be
liable for breach of contract as the case may be.
d) THE PARTIES to this contract agree that the names of customers and suppliers are part of a confidential
customer and suppliers list and trade secret. Accordingly, the parties agree not to initiate direct or

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 indirect contact with any disclosed customer or supplier for any transaction, unless approval to do so is
granted in writing on a case-by-case basis. The parties agree not to undertake any transaction or series of
transactions of any kind with disclosed customers or suppliers or collect fees from the customer or
supplier’s members, without the express prior written consent of the other party, which will not be
unreasonably withheld.
e) That in the event of circumvention of this Contract by either party, directly or indirectly, the
circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it should
realize from such a transaction plus any and all expenses, including but not limited to all legal costs and
expenses incurred to recover the lost revenue and,
f) THE PARTIES hereby accept the jurisdiction selected as the exclusive venue. The duration of this clause,
regardless of compliance on the date of total delivery of the commodity, will last for three (3) years from
the last date of subscription of the operation described in this contract, and may be extended by mutual
agreement between THE PARTIES.

18. LIMITATION OF LIABILITY

a) Once delivered the product in no circumstances will the Seller be liable for any loss of profits or special,
consequential or indirect loss or damage.
b) The Buyer acknowledges and agrees with the Seller that:
- use of the Commodities supplied are beyond the control of the Seller; and

- Any advice, recommendation, information or services provided by the Seller, its employees,
servants or agents regarding the Commodities sold and their use are not construed as
contractual conditions or warranties.

19. FORCE MAJEURE

a) Both parties will be exonerated from their obligations under this contract in case of a Force Majeure
event.
b) Force Majeure is understood as per provisions under ICC500 and means any event such as fire,
explosions, hurricanes, floods, earthquakes and similar natural calamities, wars, epidemics, military
operations, terrorism, riots, revolts, strikes, industrial unrest, government embargoes, or other
unforeseeable actions occurring after the conclusion of this contract and outside the sides reasonable
control and which cannot be avoided by the reasonable diligence that could delay or prevent the
performance of either sides obligations in this contract.
c) The party to this contract whose performance of this contract is prevented by a Force Majeure event
must notify the other party within 7 (seven) days of the effective date of occurrence, which notice is to
be confirmed by a certificate issued by the local chamber of commerce and Industry, including
particulars of the event and expected duration. Failure to submit such a notification will prevent the
party's exoneration from contractual obligations under Force Majeure event makes such notice
Impossible.
d) The performance of either party's obligations will be in such a case postponed with the period of the
existence of the Force Majeure event plus a reasonable period to remobilizing production and shipping.
No penalty shall be payable for the duration of this delay.
e) Should the delay caused by a Force Majeure event last for more than I (one) month the sides will attempt
to agree measures to allow contract to continue. Should such an agreement not be reached within 30
(thirty) days from the date of certified Force Majeure event, the sides are entitled to terminate the
contract.
f) The Force Majeure event does not exonerate the Buyer from paying for the goods already delivered.

20. PREVENTION OF ILLEGAL ACTIVITIES

THE PARTIES agree not to evade and comply with applicable laws and regulations in the country where they
reside or where they have defined jurisdiction in matters of Prevention, Detection and Eradication of the

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 Crime of Money Laundering and Financing of Crimes, Terrorism, Drug Trafficking and other international
crimes.

21. TERMINATION
This contract will terminate immediately if either Party breaches its terms. Any notice of termination must be
made in writing

This Contract may be terminated by the following causes:

a) by either Party, if the other Party commits any material breach of this Contract (other than
the case of a material breach capable of being remedied, if it is not managed to be
remedied within (15) days following receipt of written notice from the other party),
b) by Seller if his Supplier terminated for any documented reason without penalty. c) By force
majeure; or
d) by agreement between the parties in the event of changes in the regulation or legislation applicable
to the importation of the product.

The termination of this Contract shall not operate to discharge any liability that had been incurred by either
Party prior to any such termination. In the event, Seller terminates this Contract pursuant to clause b) above,
Seller shall have no liability whatsoever to Buyer.

22. APPLICABLE LAW, LITIGATION AND ARBITRATION

This Contract is a purely commercial deal entered into in accordance with international standards related to
the preparation, interpretation, execution of the law and any other matter related to the execution of this
contract, including the usual rules of honesty and confidentiality adopted by the International Chamber of
Commerce (ICC), as well as the temporary suspension of deliveries due to force majeure. In the event that
the Parties do not reach an agreement on any aspect of the performance of this contract, the Parties agree to
submit the matter to This Agreement shall be governed by and construed in accordance with the arbitration
laws of the country of loading.
Each of the Parties here has full corporate legal authority to execute this Agreement and, consequently, be
fully subject to the terms and conditions thereof. INCOTERMS 2020 establishes that Contracts (Electronic
Transmission of Documents) are legally binding.
The Terms will be applied and will be considered valid and enforceable by any of the parties and each of the
Parties will be in a position to request a hard copy of the Contract or any previous copy transmitted
electronically. If any dispute or controversy that may arise in connection with or as a result of provision or
provisions of this Sales and Purchase Agreement, which are not settled amicably within the parties, it shall
then resolve by the rules of Conciliation and Arbitration of the International Chamber of Commerce in
loading country.
The proceeding shall be conducted arbitrator in accordance with the rules for Arbitration of the International
Chamber of Commerce (ICC). The arbitration proceeding shall be conducted in the Spanish language.
Arbitration will take place in Panama City, Republic of Panama.
Any arbitral award shall be enforceable in accordance with the rules of the arbitrators under the provisions of
Section 11 of the Arbitration and Conciliation Act 1996 on the recognition and enforcement of foreign arbitral
awards.

Judgment upon the awards rendered may be made to the said courts or other authority for a judicial
acceptance to the award and an order of enforcement.
After the court has rendered a verdict, this Contract can be terminated, and the prevailing party will be
compensated for costs and damages.

23. LIQUIDATED DAMAGES

After BUYER and SELLER have signed and sealed these contract, both parties accept the obligations of
completing the contract clauses and procedures described herein:

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 a) If the BUYER or SELLER fails to fulfil its obligations (the breaching party), once signed the Proforma
Invoice to activate these contract the other party may be considered a victim of non-compliance (the
injured party). In this case, the injured party may obtain compensation from the breaching party to
mitigate losses resulting from such failure in the amount equal to 2% (two per cent) of the total contract
amount payable by T/T (telegraphic bank transfer) to the account of the injured party within 15 (fifteen)
calendar days after the signature of the contract.
b) ........... regardless of whether the payment guarantee instrument has been issued and can be executed
simultaneously.
c) If such payment is not made in the time frame specified, as per above, the injured party shall have the
right to take legal action against the breaching party in accordance with the United Nations convention
on contracts for international sale and purchase of goods (articles 61-65). Notwithstanding the foregoing,
the injured party shall have the right to charge interest for late payments without affecting its right to
terminate the contract for non-payment.

24. TRANSFER OF RIGHTS AND OBLIGATION

It is agreed between both parties that there will be no assignment or transfer of this Contract, or any interest
in this Contract, without the prior written consent of both parties.
Any partial or total transfer may be solely and exclusively to companies where the Seller or the Buyer has a
shareholding and/or is part of the same business group.

25. MISCELANOUS
a) This Contract shall inure to the benefit of and be binding upon the Parties and their respective successors
and assigns.

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 b) This Contract (and its exhibits) contains the entire agreement between the Parties concerning the
subject matter hereof and supersedes all previous agreements, written or oral, relating to the subject
matter hereof.
c) This Contract may be modified or waived only by a separate writing between the Parties expressly so
modifying or waiving such agreements.
d) No failure or delay by either Party in exercising any right, power or privilege shall operate as a waiver
thereof, nor will a partial exercise of any right, power of privilege precludes any other or further exercise
thereof. If and to the extent that any provision of this Contract is determined to be in whole or in part
invalid or unenforceable, such provision or part thereof shall be deemed to be surplusage and, to the
extent not so determined to be invalid or unenforceable, each remaining provision hereof shall remain in
full force and effect. This Contract may be executed in two counterparts, each of which shall be deemed
to be an original, but both of which shall constitute the same Contract.

26. COMUNICATIONS
All official communications between the parties must be done in writing, via email, or via certified mail to the
address of the head office parties head office stated in this contract, nevertheless, the parties shall
communicate with each other via phone, SMS, WhatsApp, or any other means they may consider
appropriate. The use of English or Spanish Language are acceptable.

Contact details:
THE SELLER THE BUYER
Executive: Oliver Joseph Diaz Executive: Angel Gurpegui
Phone: +1 (786) 727 0180 Phone: +8496534419
Email: [email protected] Email: [email protected]
Mailing 200 Biscayne Boulevard Way Unit Mailing C/B No 12, Mercado Financiero, La
Address: 704, Miami, FL 33131, USA Address: Julia, Santo Domingo, R.D.

27. IN WITNESS WHEREOF, the Parties have executed this Contract as of the date first referenced herein.

The Seller

Mr Oliver Jason Day

Position: CEO
O&E PRODUCTS WORLDWIDE DISTRIBUTION LLC
 The Buyer

Mr. Angel Gurpegui

Position: President COMERCIAL IRUNA, SRL.

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ANNEX 1

CANE SUGAR ICUMSA 45

PHISICAL & QUIMICAL SPECIFICATIONS

Polarization: 99.8 % Min at 200 C

Color: 45 I.U Max. Crystal Sparkling White
Moisture: 0.0% Max.
Ash Content: 0.01 % Max
Invert Sugar: 0.03 % Max.
Turbidity: 20 A.U Max.
Sediments: None
Substance: Solid Crystal
Smell: Fine , No Odor . No abnormal Smell
HPN Staph Aureus: Nil
Maximum PS: 2 P.P M
Fe: 1 mg / Kg. Max.
So2: 10 mg/kg Max.
As: 1 mg /kg Max
Cu: 1 mg /kg Max
PB: 0.1 mg/kg Max
Aerobic Plate Count: 170 CFUs/ 10 g
Yeast and Mold Plate: 10 CFUs /10g
Free from: chemical & Insects ,No Radiation , No Poisonous substance, No Magnetic
Crop: Latest ,Extracted from sound , unfermented & Undecayed Sugar
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SELLER COMPANY REGISTRATION CERTIFICATE

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PASSPORT COPY OF SELLER REPRESENTATIVE

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BUYER COMPANY REGISTRATION CERTIFICATE

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PASSPORT COPY OF BUYER REPRESENTATIVE

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