PRIVATE & CONFIDENTIAL Page 1 of 10

15, D5 Str, W25, Binh Thanh Dist

Tel: +84 45464450.
Fax: 81 5418891364.
www.glxcorp.vn
Email: [email protected]

CONTRACT CODE: KRN/ 04-09/0706/JP54/RU. DATE: 21st, Oct, 2021.

BUYER CODE: MRESTA /JP/RF/014/08.

SALES AND PURCHASE AGREEMENT.

VIETNAMESE SOYBEAN SEEDS.

This Agreement made on this 21st, Oct, 2021.

BETWEEN
HEREINAFTER REFERRED TO AS THE SELLER.

COMPANY NAME : GLX CORPORATION

ADDRESS : 15, D5 Str, Ward 25, Binh Thanh Dist, Ho Chi Minh City, Vietnam

TEL : +84 45464450

FAX : 81 5418891364

EMAIL ADDRESS : [email protected]

REPRESENTED : MS. QUE TRAN DOAN

BY

TITLE : PRESIDENT

DATE : 21st, Oct, 2021

AND
HEREINAFTER REFERRED TO AS THE BUYER.

COMPANY NAME : MURAKI CORPORATION

ADDRESS : 15 Nipponbashi Str, Naniwa Ward, Osaka, JapanOsaka, Japan

TEL : +81 664430073

FAX : 81 664432182

EMAIL ADDRESS : [email protected]

REPRESENTED : MR. JUNZO MATSU

BY

TITLE : PRESIDENT

DATE : 21st, Oct, 2021

(Hereinafter shall be referred to collectively as “Parties” or singularly as “Party”).

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Whereas, the parties mutually accept to refer to the General Terms and Definitions, as set out
by the INCOTERMS Edition 2020 with latest amendments, having the following terminology
fully understood and accepted:

DEFINITIONS
Metric Ton A measure of weight equivalent to one thousand kilogram mass
(1,000 kg)

Commodity VIETNAMESE SOYBEAN SEEDS elsewhere is this Agreement

also referred to as “Product”, the specifications for which appear in
Annex A attached and by this reference confirmed an integral part of
this Agreement.

Day Means a Calendar day, unless differently specified.

Month Means a Gregorian calendar month.

Vinacontrol Vinacontrol Group Corporation, formerly The Vietnam

Superintendence and Inspection Joint Stock Company (Vinacontrol)
is a Vietnam-based provider of commodity inspection and valuation
services. The Company also offers supervision and superintendence
services to land and marine transportation activities, as well as loss
valuation and insurance services. In addition, it is involved in the
provision of testing and laboratory services, as well as examination
and testimony services for authority governance purposes.

Out – turn The quantity and quality of the product ascertained, according to the
Vinacontrol procedures, on completion of the discharge operations.
The so determined out – turn quantity and quality is base on which
amount will be computed for the payment of the product effectively
delivered to the Buyer.

Bill of Lading The official document, issued at the load port after completion of the
loading operations, stating, among other things, the ship’s loaded
quantity, expressed in cubic meters (m3) and in metric tons (MT)
per the definitions herein. This document has to be signed in original
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by the ship’s master and made out in accordance without the

instruction hereinafter specified in the agreement.

Discharge Terminal The safe port designated by the Buyer as final receiving destination.

CPT Carriage Paid To strictly as referred to in the interpretations defined

by the INCOTERMS Edition 2020 with latest amendments.

Banking Day Any day on which the bank opens for business in jurisdiction where
the SELLER and BUYER are located.

Delivery Date The date mutually accepted by both Seller and Buyer as the date on
which the nominated international Surveyor Company has
ascertained the quantity and quality of the product pumped into the
Buyer’s designated discharge terminal facilities. Under
INCOTERMS 2020.

Execution Date The date on which the Seller and Buyer receive their respective
faxed copies of this agreement, or as may be indicated otherwise in
the agreement.

Proof of Product Documentation to be provided by the Seller to the Buyer through

refinery holding bank.

Whereas, the parties mutually desire to execute the agreement which shall be binding upon,
and to the benefit of, the parties, successors and assigns, in accordance with the jurisdictional
law of the negotiated and fully executed contract with terms, provisions hereunder agreed upon.
International Independent Laboratory: # SGS – Societe Generale de Surveillance #

CLAUSE 1 - COMMODITY
Vietnamese Soybean Seeds - Glycine max, HS Code: 12011000, crop 2022.

CLAUSE 2 - QUANTITY
50000 MT 2% more or less.
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Seller shall have the option of shipping as the further 3% more or less on contract quantity,
excess or deficiency over the above 2% shall the settled at the market price on the date of the
bill of lading, and on the quantity thereof; the value to be fixed by arbitration, unless mutually
agreed. In the event of more than one shipment being made, each shipment shall be considered
a separate contract, but the margin on the mean quantity sold shall not be affected thereby.

CLAUSE 3 – QUALITY
MAXIMUM MOISTURE 14.00%
MAXIMUM BROKEN KERNELS 2.00%
MAXIMUM DAMAGE KERNELS 0.50%
FOREIGN MATTERS 0.50%
MINIMUM SIZE 4mm

CLAUSE 4 – PACKING AND MARKING

4.1 Soybean to be packed in single new jute bags of 50 kgs net each, about 50.6kgs gross
each, hand-sewn at mouth with jute twine thread suitable for rough, handling and sea
transportation.
4.2 The Seller will supply 0.2% of new jute bags, free of charge, out of the quantity of bags
shipped.
4.3 Marking: Soybean seeds, GLX, Origin: Vietnam, Produced: 2/2022, Handle with care.

CLAUSE 5 – DELIVERY
5.1 Applicable International Chamber of Commerce (hereinafter: ICC) Incoterms 2020.
5.2 Place of delivery: CPT Yokohama Port, Kanagawa, Japan.
­ Port of departure: Cat Lai Port, Ho Chi Minh City, Vietnam.
­ Port of discharge: Yokohama Port, Kanagawa, Japan.
5.3 Date or period of delivery: 2022/04/15 - 2022/05/15, GMT+7.
5.4 Carrier
5.4.1. Container
­ Container shipping line: SaiGon Newport corporation.
­ Address: 772 Dien Bien Phu, Ward 22, Binh Thanh Dist, Ho Chi Minh City, VietNam.
5.4.2. Vessel
- Shipping line: Fast Shipping Vietnam.
- Vessel:
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Vessel name: NORDLION.

Agent: EMC.
- Expected date of shipment: 2022/04/14, GMT +7.
5.5 Bill(s) of lading
5.5.1 The bill(s) of lading to be dated when the goods are actually on board the first vessel.
5.5.2 The date of the bill(s) of lading shall be accepted as proof of date of shipment in the
absence of evidence to the contrary. In any month containing an odd number of days,
the middle day shall be accepted as being in both halves of the month.
5.6 Delivery terms - Extension of shipment
The contract period for shipment shall be extended by an additional period of not more
than 8 days, provided that Seller serves notice claiming extension not later than the next
business day following the last day of the originally stipulated period. The notice need
not state the number of additional days claimed, and the Buyer has to accept the notice
under any conditions. The details about shipment after extended will be kept the same
as before extended.
The Seller shall make an allowance to buyers, to be deducted in the invoice from the
contract price, based on the number of days by which the originally stipulated period is
exceeded, in accordance with the following scale:
1 to 4 additional days, 0.50%;
5 or 6 additional days, 1%;
7 or 8 additional days 1.50% of the gross contract price.
If, however, after having served notice to buyers as above, Seller fails to make shipment
within such 8 days, then the contract shall be deemed to have called for shipment during
the originally stipulated period plus 8 days, at contract price less 2%, and any settlement
for default shall be calculated on that basis.
The Seller shall extend the period of shipment at the maximum of 2 times with the
contract less no more than 3.5%, and any other contractual differences shall be settled
on the basis of such reduced price. If the Seller fails to make shipment within 8 days of
the second extension, the contract will be deemed to have been avoided. The Buyer
shall be entitled to terminate this contract by giving written notice to the Seller.

CLAUSE 6 - PRICE
USD 481 per Metric Ton - CPT Yokohama port, Kanagawa, Japan - Incoterms 2020.
(United States Dollars Four Hundred Eighty One per Metric Ton Only)
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Total amount: USD 24,050,000.00

(United States Dollars Twenty Four Million Fifty Thousand Only)
(All packing and loading and unloading charges are included)

CLAUSE 7 - INSPECTION AND FUMIGATION

7.1 The certificate of quality, weight and packing issued by Vinacontrol at loading port to
be final and for Seller's account.
7.2 Fumigation to be effected on board the vessel after completion of loading with expenses
to be at Seller's account; but expenses for crew on shore during the fumigation period
including transportation, accommodation and meals at hotel for Ship owner's account.
Time for fumigation not to count as laytime.

CLAUSE 8 - PAYMENT
8.1 Means of payment: documentary collection
8.2 D/A (Document Against Acceptance)
8.2.1 Payment shall be made by D/A through BIDV Ho Chi Minh City Department upon
Seller’s presentation. 100% value of the contract will be sent to Seller’s bank account
58122668910023 in BIDV.
8.2.2 Buyer’s Bank: MUFG, Osaka, Japan.
8.2.3 Requirement for following documents:
- Commercial invoice (3 copies)
- Certificate of weight, packaging issued by Vinacontrol at Cat Lai Port (3 copies each)
- Certificate of Quality, Quantity (3 copies each)
- Full set Bills of Lading B/L marked clean, on board, freight prepaid
8.3 Time for draft available: 60 days from issued date
8.4 Interest: If there has been unreasonable delay in any payment (no notice for delay, delay
at Buyer’s intention…) interest appropriate to the currency involved be charged. If such
charge is not mutually agreed, a dispute shall be deemed to exist which shall be settled
by arbitration. Otherwise interest shall be payable only where specifically provided in
the terms of the contract or by an award of arbitration. The terms of this clause do not
override the parties’ contractual obligation under sub-clause.

CLAUSE 9 – FORCE MAJEURE

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9.1 Event of Force majeure include war, emergency, accident, fire, earthquake, flood,
storm, industrial strike or other impediments which the affected Party proves was
beyond its control and that it could not reasonably be expected to have taken the
impediment into account at the time of the conclusion of this contract or to have avoided
or overcome it or its consequences.
9.2 The Party affected by force majeure shall not be deemed to be in breach of this contract,
or otherwise be liable to the other, by reason of any delay in performance, or the non-
9.3 performance, of any of its obligations under this contract to the extent that the delay or
non-performance is due to any Event of Force majeure of which it has notified the other
Party in accordance with Article 9.3. The time for performance of that obligation shall
be extended accordingly, subject to Article 9.4.
9.4 Should a Party’ performance of this contract be prevented, whether partially or
otherwise, by an Event of Force majeure, the performance of this contract shall be
suspended for the duration of the Event of Force majeure, provided that the affected
Party shall have served a notice on the other within 7 consecutive days of the occurrence
or not later than 21 consecutive days before commencement of the shipment period,
whichever is later, with the reasons therefore.
9.5 If the Event of Force majeure continues for more than 7 days since the notice of the
affected Party has served, the Parties shall negotiate in good faith, and use their best
endeavours to agree upon amendments to this contract or alternative arrangements as
may be fair and reasonable with a view to alleviating its effects. But if both Parties do
not agree upon such amendments or arrangements within a further period of 3 months,
the other party shall be entitled to terminate this contract by giving written notice to the
Party affected by the Event of Force majeure.

CLAUSE 10 - ARBITRATION
10.1 All disputes arising in connection with this contract shall be resolved by arbitration at
Vietnam International Arbitration Centre at the Vietnam Chamber of Commerce and
Industry (VIAC) in accordance with its Rules of Arbitration.
10.2 The place of arbitration shall be the capital of the Seller’s country, Ha Noi, Viet Nam.
10.3 The language of arbitration shall be in English. The language to be used in the arbitral
proceedings shall be English.
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10.4 The parties agree that any award made in accordance with the provisions of this clause
is final and binding on both of them. Arbitration charge and any other charges will be
borned by the losing party.

CLAUSE 11 – GOVERNING LAW

11.1 Questions relating to this contract that are not settled by the provisions contained in the
contract itself shall be governed by the United Nations Convention on Contracts for the
International Sale of Goods (Vienna Sales Convention of 1980, hereafter referred to as
CISG).
Questions not covered by the CISG shall be governed by the UNIDROIT Principles of
International Commercial Contracts (hereafter referred to as UNIDROIT Principles),
and to the extent that such questions are not covered by the UNIDROIT Principles, by
reference to the applicable national law of Vietnam.
11.2 This contract shall be performed in a spirit of good faith and fair dealing.

CLAUSE 12 – NOTICES
12.1 The notice of despatch shall state the vessel name, the presumed weight loaded and the
date or presumed date of the consignment note.
12.2 The notice of despatch shall be served within two business days from the date of the
consignment note by the Seller direct on the Buyer named in this contract.
12.3 Failure by the Seller to pass such notice to the Buyer will not constitute default, except
as provided for in the Default Clause, but the Seller shall be responsible to the Buyer
for proved extra expenses incurred as a consequence.

CLAUSE 13 - OTHER TERMS

Any amendment of the terms and conditions of this contract must be agreed by both
sides in writing.
This contract is made in 06 originals in English language, three for each party.
This contract is subject to the Buyer's final confirmation by email.
Made in Ho Chi Minh City, on 21st, Oct, 2021.

FOR THE SELLER FOR THE BUYER

PRESIDENT PRESIDENT

Que Tran Doan Junzo Matsu