SCO & PROCEDURE

We at VCR PROJETOS CONSTRUÇÕES E INCORPORAÇÕES LTDA. (VCR Ltda), with legalresponsibility as the RE-SELLER and/or TITLE HOLDER under penalty of perjury, hereby confirmour willingness and readiness to sell the commodity of Type B Thermal Coal, here in requiredunder the following terms and conditions:

Product Name: Type B Thermal CoalOrigin: Cerrejón Mine or Others in the Colombian North East, (Opencast coal mines, Colombia.)Port of loading: Puerto Colombia (The minimum loading capacity of Puerto Bolívar is 6000 tons / hour per dock, total four (4) available docks Puerto Brisa also operates as a nearby alternative port.) Quality: Technical data sheet is attachedAvailable Quota: 5,040,000 Ton / Year with the possibility of extension.Minimum shipment: 360,000 MT (+/- 5%) monthly shipment (1 bulk carrier 360.000 MT each one) Dispatch frequency: Monthly, Delivery first in Thirty (30) days (negotiable according to committed volumes). Contract: 3 until 5 years with extensionIncoterms: FOB Puerto BolívarRate: FOB BASE RATE: (range) xx + 3 USD / Ton. The FINAL FOB RATE will be determined between Seller and Buyer (Final Buyer) at the Negotiation to sign END CONTRACT.Sea freight value: 55 Usd/tonIncoterms Opcional: CFR China Main ports, xxx Usd/tonTerms of payment: Must guarantee the contract with a Standby Letter of Credit (SBLC) Irrevocable, unconditional, no divisible and transferable. or Bank guarantee (BG) Irrevocable, unconditional, divisible and transferable. for the value of One hundred million US dollars (100,000,000.00) And once the guarantee is verified, the transportation process from the Coal Mine to Puerto Bolivar begins to be loaded in FOB or CFR condition. The payment of each monthly delivery must be made 100% through Mt103 or Transfer against BL, SGS and other Shipping Documents.Compliance: The product must be delivered FOB or CFR, loaded, weighed and certified by the Colombian quality certification SGS, inspected in analysis of ports and corrals loaded on the ship. Previous in yard every 10,000 MT a technical sheet.Delivery method: Bulk 0-20 = 10% and 20-50 = 90%

To: End Buyer Att :

Via:

Road Xavier de Toledo,70, Conj. 211/212,

Center, São Paulo-SP,Brasil. Zip 01048-000

+55(11) 994134475+55(11) 40665443

[email protected]

https://vcrconstrucoes.comEng. Victor C. Rojas

@viancaro2004

SCO & PROCEDURE Code Number: : VCR LTDA- 25/11/2021

Thursday, November 25, 2021

Rua Xavier de Toledo,70, Conj. 211/212,

Centro, São Paulo-SP,Brasil. Zip 01048-000

+55(11) 994134475+55(11) 40665443

[email protected]


@viancaro2004

BUYER and SELLER ELECTRONICALLY SIGN THE CONTRACT.

24 hours after signing the contract, VIA SWIFT the Buyer Bank sends RWA to the Seller'sBank with a copy to its corporate email: [email protected]. (See attached template).The BUYER must inform the SELLER, the name and location of theissuing Bank of the issuerthe SBLC (Cash Back) or (BG), and immediately theSeller will indicate the correspondingaccount with this bank toreceive this Guarantee.

In a maximum of (3) business days after signing the contract, The Buyer´s Bank will send aSwift MT799 (Pre-advice) to the Seller's Bank informing that it will issue a Swift Mt760 SBLCCAsh Back or BG for the value of One hundred million US dollars (100,000,000.00) for360,000 MT/Month or more, TO GUARANTEE the minimum contract of (1) year and (1) dia,with monthly deliveries of 360,000 MT/MONTH.

The Seller's Bank checks and confirms the MT799 the same day. And send to the Buyer'sBank the confirmation that The seller's bank is ready to receive the SBLC BY MT760 or BG.(See the Mt799 Pre-advice templates in the annex)

The Buyer's bank within a maximum period of 3 (three) business days issues the SBLC viaSwIft MT760 or BG FOR THE AMOUNTS AND QUANTITIES ACCORDING TO THECONTRACT SIGNED WITH A VALIDITY OF ONE (1) YEAR + ONE (1)DAY. (See to theMt760 or BG (template in the attachment)

The SELLER, within a maximum of 20 (twenty) business days after receiving or before,confirming, verifying and authentifying the SBLC or BG, the seller provides a performanceboon for an amount of 2% of the value of the cash backed sblc to the buyer's bank

Within 30 (thirty) business days or before after receiving, confirming, verifying andauthenticating the SBLC or BG sent by the BUYER, the SELLER will proceed to send the first360,000 mt to the Bolivar or Brisas port of Guajira-Colombia.

The subsequent deliveries will be made between 30 days each of 360,000 MT by Bolivar orBrisas port of Guajira-Colombia, in the conditions incoterms FOB.

Payment will be made by telegraphic transfer MT103 to the bank account at the bankdesignated by the seller, against BL, SGS and other shipping documents at the port of origin.

The release of the payment shall be communicated by the BUYER's banking officer to theSELLER's banking officer, using the current account consigned by BUYER AND SELLER. Inthe possibility of the final purchaser being a Colombian or foreign company installed inColombia, the taxes arising from sales to the domestic market will be paid by the buyer.

The seller will transfer the title of owner ship on the delivery immediately after the seller's bankhas confirmed the payment.

PAYMENT CONDITIONS:



+55(11) 994134475+55(11) 40665443

[email protected]


@viancaro2004

CONFIDENTIALITY:

Each party shall keep confidential the contents of this SCO and all information obtained from theother party for the purpose of negotiations and implementation of this SCO. We look forward toyour reply and hope to have a long-term fruitful business relationship with your esteemedcompany All parties, including the buyer/buyer’s mandate, seller/seller’s mandate and any and allrepresentatives, consultants, and intermediaries involved in this potential transaction, agree to notcircumvent one another and to act in complete confidentiality and shall not disclose the agreementto any other party except on a need- to-know basis and shall observe strictly the rules of theInternational Chamber of Commerce. We look forwards to hearing from you, Thanks and bestregards.

Note: the price will be adjusted every (3) months.

For and on behalf of VCR Ltda.

The same procedures will be followed for subsequent deliveries until the end of the contract.

The seller will return the instrument (SBLC) or (BG) on the date of expiration or at the end ofthe contract. all bank charges, including confirmation by the buyer's bank, will be assumed bythe buyer andall bank charges incurred by the seller at the seller's bank will be assumed bythe seller

PORT CHARACTERISTICS PUERTO BOLÍVAR:

• Located in Bahía Portete in Alta Guajira, it is the most important coal terminal in Latin America and one of the largest in the world. It has a direct charging system since 1985. • Receive ships of up to 180,000 deadweight tons, 300 meters long and 45 meters wide. • Its navigable channel is 19 meters deep, 225 meters wide and four kilometers long. • Four loading docks, each with a capacity of 6000 MT / hour. • Alternative / complementary port: Puerto Brisa (Dibulla, La Guajira) Once again, we appreciate your interest and look forward to making final arrangements to close adeal soon.



+55(11) 994134475+55(11) 40665443

[email protected]


@viancaro2004