Brf- Purchase Contract-

BRF SA Av. 04 S/No. Quadra 13,Parque Industrial,Dourado/MS ,Brasil CNPJ: 01.838.723/0067-53

PROCESSING #: 21026/00725/1989 SIF #: 103 #: 103 CNPJ: 01.838.723/0067-53

CONTRACT No.: BRF329/C DATE: 02-20 -2017

PURCHASE CONTRACT AGREEMENT

THIS AGREEMENT MADE AND ENTERED BETWEEN:

AS THE SELLER:

Company name: Address: Phone: Contact Person:

BRF GLOBAL SA

Av. 04 S/No. Quadra 13,Parque Industrial,Dourado/MS ,Brazil + JOSE HERNANDEZ

AS THE BUYER: BUYER:

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CONTRACT provided by BRF SA 2017

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Company Name:

MMG UNITED FOR TRADE AND DISTRIBUTION

Address: Phone : Fax:

+201207408008

Email: Contact Person:

[email protected] MRS. YOUSRA SAMIR

HEREINAFTER CALLED THE “BUYER”

WHEREAS: THE SELLER AND BUYER, EACH WITH FULL CORPORATE AUTHORITY, CERTIFIES, REPRESENTS AND WARRANTS THAT EACH CAN FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND RESPECTIVELY PROVIDE THE PRODUCTS AND THE FUNDS REFERRED TO HEREIN, IN TIME AND UNDER THE TERMS AGREED TO HEREAFTER; AND

WHEREAS: THE SELLER AND THE BUYER BOTH AGREE TO FINALIZE THIS CONTRACT UNDER THE TERMS AND CONDITIONS, IT IS THEREFORE AGREED AS FOLLOWS:

PRODUCT: A) HALAL FROZEN WHOLE CHICKEN SPECIFICATION: QUALITY : GRADE A AVERAGE WEIGHT: 1.6-2.5 kg/PC AVERAGE LENGTH: n/r/PC PACKAGING: 20 KG CARTON. FREEZING PROCESS : BQF (BLOCK QUICK FROZEN) SHELF LIFE : 24 MONTHS . PAYLOAD: 250MT/ 9-10 x40' CONTAINER NO. OF PACKAGES: 1350x9-10 / 40' CONTAINER.

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2. PRODUCTS APPEARANCE: - CLEAN - NO YELLOW SKIN - NO FEATHERS - NO BAD SMELL - NO BLOOD - NO BLACK PAD - NO BRUISE - NO CHEMICAL BURNS - ICE CONTENT 0.3 % - BROKEN BONES LESS THAN 1% - MOISTURE LESS THAN 1% - NO BLACK SPOT

FROZEN REQUIREMENTS : - BLAST FROZEN -40o C - STOCKED AT -18o C

3. ORIGIN: - BRAZIL

4. LOADING PORT: - SANTOS, BRAZIL

5. DESTINATION PORT: - ALEXANDRIA, EGYPT

6. ESTIMATED DELIVERY TIME: - 45 DAYS MAX.

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7. PRODUCT DELIVERY: THE RIGHT TO DELIVER EARLIER THAN AGREED IN THIS CONTRACT GIVING NOTICE TO ALL DESIGNATED PARTIES AS REQUIRED HERE IN. THE PRODUCT SHALL B E SHIPPED TO THE RELEVANT PROVISIONS OF THIS CONTRACT. TOTAL SHIPMENTS SHALL BE ACCORDING TO SHIPPING SCHEDULE.

8. PRODUCT WEIGHT AND QUALITY: THE SELLER GUARANTEES THAT EACH SHIPMENT OF GOODS SHALL BE PROVIDED WITH AN INSPECTION CERTIFICATE OF WEIGHT AND QUALITY AT TIME OF LOADING AND SUCH CERTIFICATE SHALL BE PROVIDED BY THE SGS, BUREAU VERITAS OR SIMILAR RECOGNIZED AUTHORITY AT SELLER’S EXPENSE, AND SHALL BE DEEMED TO BE FINAL. THE SELLER SHALL INSTRUCT THE SAID AUTHORITY TO CARRY OUT THE INSPECTION IN STRICT ACCORDANCE WITH THE INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.) RULES. THE BUYER HAS THE RIGHT TO REQUEST A RE-INSPECTION BY SGS OR SIMILAR AT UNLOADING PORT BY BUYER’S ACCOUNT.

IF DISCREPANCIES SHOULD AT ANY TIME AND IN PARTICULAR CASE RESULT IN RELATION TO THE INSPECTION CERTIFICATES, ARBITRATION SHALL BE EMPLOYED TO DETERMINE THE APPROPRIATE JUDGMENT. BOTH PARTIES AGREE TO BE BOUND BY THE ARBITRATOR’S DECISION FOR OR AGAINST EITHER BUYER OR SELLER

9. CONTRACT QUANTITY: - GRADE A HALAL FROZEN whole CHICKEN – 250 MT. ‟

‟

THE TOTAL QUANTITY OF THE CONTRACT SHALL BE DETERMINED BY THE CERTIFICATIONS OF WEIGHT ISSUED BY A REPUTABLE INSPECTION COMPANY AND BY THE BILL OF LADING OF THE SHIPMENT THAT WAS IN EFFECT DELIVERED TO THE BUYER.

10. PACKAGING: - 20 KG CARTON. 11. PRICE - CIF EGYPT. - HALAL FROZEN WHOLE CHICKEN = $740 USD / MT

12. CONTRACT AMOUNT: - HALAL FROZEN WHOLE CHICKEN : $740 x 250MT = $185,000.00 USD . TOTAL CONTRACT AMOUNT 4


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- $185,000.00 USD (One hundred and Eighty five thousand United States Dollars “Only” )

CONSIDERING EVERY BUYING CIRCLE AND LIQUIDATION OF PAYMENT, THIS CONTRACT WILL BE RENEWED EACH AFTER EVERY SHIPMENT. THIS CONTRACT CAN BE CONCLUDED BY PRIOR WRITTEN NOTICE.

13. PAYMENT TERMS: 40% T/T ADVANCE PAYMENT AGAINST PROFORMA INVOICE IN THE PREPARATION OF PRODUCT BEFORE SHIPPING, 60% T/T AGAINST B/L AND OTHER SHIPPING DOCUMENTS.

14. PRODUCT DOCUMENTATION PER LIFT: - OCEAN BILL OF LADING MARKED "FREIGHT PREPAID" AND CLEAN ON BOARD ISSUED TO THE ORDER. - SIGNED COMMERCIAL INVOICE - CERTIFICATE OF ORIGIN - SANITARY CERTIFICATE / HEALTH CERTIFICATE - STRAIGHT BILL OF LADING - INSPECTION CERTICATE FOR QUALITY AND QUANTITY (SGS , Bureau Veritas or other International Standard Certification Company - INSURANCE CERTIFICATE - PACKING LIST

15. PRODUCT INSURANCE: THE SELLER SHALL PROVIDE INSURANCE COVERAGE OF 110% FOR THE VALUE OF EACH SHIPMENT AT SELLER’S SOLE EXPENSE AND RESPONSIBILITY.

16. DEMURRAGE: AT THE LOADING PORT IT IS ON SELLER’S ACCOUNT. AT THE DISCHARGE DESTINATION, IT IS ON BUYER’S ACCOUNT. EXCEPT

THE DEMURRAGE CAUSED BY THE SELLERS LIABILITY OR IN THE FOLLOW SITUATIONS OF GOODS DECLARATIONS TIME DELAY: THE BILL OF LADING CAN´T BE NORMALLY EXCHANGED FOR THE COMPANY BY THE REASON OF BOTH PARTS. IN SITUATIONS LIKE THE BILL OF LADING ISN´T TELEX RELEASE, THE SHIPPING COST OUTSTANDING etc. THE SELLER FAILED TO PROVIDE ALL DOCUMENTS NECESSARY AT TIME. THE SELLER FAILED TO PROVIDE VALID DOCUMENTS. 5


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IN THE CUSTOMS CLEARANCE PROCESS, IN ORDER TO SUPPLEMENTE O MODIFY THE DOCUMENT REQUIRED, THE SELLER CAN´T PROVIDE ITS AT TIME. IN STATUTORY HOLIDAYS OR FOR ANY OTHER REASON, THE AUTHORITIES DON´T WORK NORMALLY. ANY OTHER SELLER´S LIABILITY O IRRESISTIBLE REASONS. 17. FORCE MAJEURE: NEITHER PARTY TO THIS CONTRACT SHALL B E HELD RESPONSIBLE FOR BREACH OF CONTRACT CAUSED BY AN ACT OF GOD, INSURRECTION, CIVIL WAR, WAR, MILITARY OPERATION OR LOCAL EMERGENCY. THE PARTIES DO HEREBY ACCEPT THE INTERNATIONAL PROVISION OF “FORCE MAJEURE” AS PUBLISHED BY THE INTERNATIONAL CHAMBER OF COMMERCE, GENEVA,

SWITZERLAND, AND AS DEFINED BY I.C.C. RULES UNIFORM CUSTOMS AND PRACTICE.

18. DISPUTES AND ARBITRATION: THE PARTIES HEREBY AGREE TO SETTLE ALL DISPUTES AMICABLY. IF SETTLEMENT IS NOT REACHED, THE DISPUTE IN QUE STION SHALL BE SUBMITTED AND SETTLED WHERE APPROPRIATE AS AGGREED BY BOTH PARTIES INVOLVED.

19. AUTHORITY TO EXECUTE THIS CONTRACT: THE PARTIES TO THIS CONTRACT DECLARE THAT THEY HAVE FULL LEGAL AUTHORITY TO EXECUTE THIS DOCUMENT AND ACCORDINGLY TO BE FULLY BOUND BY THE TERMS AND CONDITIONS.

20. EXECUTION OF THIS CONTRACT: SELLER AND BUYER SHALL SIGN AND RE TURN COPIES OF SIGNED CONTRACT ELECTRONICALLY (BY EMAIL) OF WHICH SHALL BE DEEMED AS ORIGINAL AND LEGALLY BINDING.

21. NON-CIRCUMVENTION AND NON-DISCLOSURE: BUYER AND SELLER RESPECT THE CONFIDENTIAL NATURE OF THIS AGREEMENT AND AGREE TO MAINTAIN IN STRICTEST CONFIDENCE THE NAMES OF THE PARTIES WHOSE IDENTITIES MAY BECOME KNOWN TO ONE ANOTHER THROUGH EITHER THE TENDERING OF DOCUMENTS OR ASSEMBLY OF BANKING O R GOVERNMENT APPROVALS. THE PARTIES AGREE TO MA INTAIN STRICT CONFIDENTIALITY CONCERNING THE IDENTITIES OF THE PARTIES DIRECTLY OR INDIRECTLY INVOLVED IN THIS TRANSACTION. BUYER AND SELLER ACCEPT AND AGREE TO THE PROVISIONS OF THE INTERNATIONAL CHAMBER OF COMMERCE 6


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FOR NON-CIRCUMVENTION AND NONDISCLOSURE WITH REGARDS TO BU YER AND SELLER BEING INVOLVED IN THIS CONTRACT, ADDITIONS, RENEWALS AND THIRD PARTY ASSIGNMENTS WITH FULL RECIPROCATION. ALL DATA REMAIN THE PROPERTY OF THE PARTY WHO HAS BROUGHT THE RESPECTIVE DATA INTO THIS TRANSACTION. ANY OF THE PARTIES BREACHING THIS RULE WILL BE LIABLE FOR ANY DAMAGES RESULTING FROM SUCH ACTION, REGARDLESS OF WHETHER THEY ARE COMMITTED DELIBERATELY OR BY NEGLIGENCE.

IN WITNESS THERE OF, THE PARTIES HAVE SIGNED BELOW TO A CCEPT AND APPROVE ALL TERMS AND CONDITIONS CONTAINED IN THIS CONTRACT.

FROM THE DATE OF SIGNING OF THIS CONTRACT, ALL-PREVIOUS RESPECTIVE NEGOTIATIONS AND CORRESPONDENCES BY TELEPHONE, FAX, MAIL OR E-MAIL ARE NULL AND VOID. THIS CONTRACT IS NOT CONNECTED WITH OTHER CONTRACTS OF THE SELLER AND THE BUYER, FROM WHICH JURIDICAL OR FINANCIAL CONSEQUENCES MAY OCCUR.

A SIGNED COPY OF THIS DOCUMENT BY EMAIL OR FAX SHALL HAVE THE SAME VALUE AND EFFECT AS AN ORIGINAL AND ALL SIGNED COPIES IN WHAT EVER FORM TRANSMITTED ARE DEEMED AUTHENTIC Note: Only the Contract copy with signatures and seal shall be considere d as acceptable document.

AUTHORIZED SIGNATORIES

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Sign………………………………. DATE: 02-20 -2017

Sign…………………………… .. DATE: 02-20 -2017

DIRECTOR (INTERNATIONAL SALES)

BUYER’S

REPRESENTING

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Brf- Purchase Contract-

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