Motion-Secondary: GERALD METALS, LLC Et Al v. CERTAIN UNDERWRITERS AT INTERNATIONAL UNDERWRITING

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                                DOCKET NO. FST-CV17-6031032-S : SUPERIOR COURT

GERALD METALS, LLC and :
GERALD METALS SARL : JD OF STAMFORD
: AT STAMFORD
Plaintiffs,
v.

CERTAIN UNDERWRITERS SUBSCRIBING
TO MARINE CARGO INSURANCE POLICIES
NOs. B07853PC1309890000,
BO753PC1412113000, and

B1353DC1501253000, :
Defendants : July 9, 2021
AFFIDAVIT OF THOMAS L. TISDALE
State of Connecticut )
County of Fairfield )

I, Thomas L. Tisdale, being duly sworn, states as follows:

1. Tam counsel for the Defendants, Certain Underwriters Subscribing to Marine Cargo
Insurance Policies Nos. BO07853PC1309890000, B0753PC14121 13000, and
B1353DC1501253000 (“Defendants”) in this matter.

2. I am admitted to the Bar of this Court, am of legal age, and understand and believe
in the obligations of the oath I have taken.

3. This affidavit is submitted in support of the Defendants’ Motion to Dismiss
Plaintiffs’ Revised Second Amended Complaint for Lack of Subject Matter Jurisdiction.

4. Attached hereto as Exhibit 1 is a true and accurate copy of documents marked as
Exhibit 4 at the February 1, 2018 deposition of Robert Frank, GM0000710-GM0000733. In
particular:

- GM0000710 is a true and accurate copy of the ocean bill of lading;- GM0000711 is a true and accurate copy of the customs import declaration;
- GM0000712 is a true and accurate copy of a warehouse receipt issued on July 24,
2013;
- GM0000713-00007 16 is a true and accurate copy of the alumina purchase contract
between Hongfan International Ltd. and QingTongXia Aluminium Holding Co., Ltd.;
- GM0000717-0000718 is a true and accurate copy of a warehouse receipt issued
on October 31, 2013;
- GM0000719-0000722 is a true and accurate copy of the alumina purchase contract
between Shenzhen Shenhuo Trading Co. Ltd. and Hongfan International Ltd.;
- GM0000723-0000724 is a true and accurate copy of a warehouse receipt issued
on October 31, 2013;
- GM0000725-0000732 is a true and accurate copy of the alumina purchase contract
between Gerald Metals S.A. and Shenzhen Shenhuo Trading Co. Ltd.;
- GM0000733 is a true and accurate copy of a warehouse receipt issued on January
1, 2014 to the account of Gerald Metals S.A.;
5. Attached hereto as Exhibit 2 is a true and accurate copy of email correspondence
identified as Exhibit 27 at the February 1, 2018 deposition of Robert Frank.
6. Attached hereto as Exhibit 3 is a true and accurate copy of the cited portions of the
deposition of Eric Chen dated March 14, 2018.
7. Attached hereto as Exhibit 4 is a true and accurate copy of warehouse receipts
issued by Pacorini Metals for a portion of the alumina purchased by Plaintiffs. The warehouse

receipts were identified as Exhibit 17 at the March 14, 2018 deposition of Eric Chen.8. Attached hereto as Exhibit 5 is a true and accurate copy of the cited portions of the
deposition of Cherry Zheng dated April 10, 2018.

9. Attached hereto as Exhibit 6 is a true and accurate copy of the cited portions of the
deposition of Kitty Heeremans dated September 15, 2020.

10. Attached hereto as Exhibit 7 is a true and accurate copy of the cited portions of the
deposition of Teo Lee Wei dated October 13, 2020.

11. Attached hereto as Exhibit 8 is a true and accurate copy of the Rukudan which was
identified as Applicant’s Bundle Ex. 1, page 5. Applicant’s Bundle exhibits refer to the documents
and exhibits used during the depositions of the CWT witnesses, Kitty Heeremans, Adam Slater,
and Teo Lee Wei conducted on September 15, 2020, September 22, 2020, and October 13 and 15,
2020, respectively.

12. Attached hereto as Exhibit 9 is a true and accurate copy of documents taken from a
larger document package identified as Exhibit 11 at the April 10, 2018 Deposition of Cherry
Zheng. Where applicable Defendants’ Memorandum of Law identifies the specific Bates
Number(s). In particular:

- GM015128 is a true and accurate copy of the Rukudan.
- GM0015097 is a true and accurate copy of the bill of lading issued for the Elysia
cargo.

13. Attached hereto as Exhibit 10 is a true and accurate copy of the cited portions of
the deposition of Teo Lee Wei dated October 15, 2020.

14. Attached hereto as Exhibit 11 is a true and accurate copy of the October 2015
Report from CSL Global Ltd. identified as Exhibit 31 at the April 6, 2018 deposition of Capt.

Joginder Randhawa.15. Attached hereto as Exhibit 12 is a true and accurate copy is a true and accurate copy
of the cited portions of the deposition of Bi Xiaohu dated April 7, 2018.

16. Attached hereto as Exhibit 13 is a true and accurate copy of the July 2016 Report
from CSL Global Ltd. identified as Exhibit 41 at the February 2, 2018 deposition of Robert Frank.

17. Attached hereto as Exhibit 14 is a true and accurate copy of email correspondence
between Plaintiffs’ employees identified as Exhibit 3 at the February 1, 2018 deposition of Robert
Frank.

18. Attached hereto as Exhibit 15 is a true and accurate copy email correspondence
between CWT Commodities Logistics Group employees and Plaintiffs’ employees identified as
Applicant’s Bundle Exhibit 6.

19. Attached hereto as Exhibit 16 is a true and accurate copy of the contract for the sale
of 25,250mts of alumina between Plaintiffs and Rio Tinto Marketing Pte. Ltd. identified as Exhibit
5 at the March 14, 2018 deposition of Eric Chen.

20. Attached hereto as Exhibit 17 is a true and accurate copy of email correspondence
between Plaintiffs’ employees identified as Exhibit 5 at the February 1, 2018 deposition of Robert
Frank.

21. Attached hereto as Exhibit 18 is a true and accurate copy of Qingdao Port
International Co. Clarification Announcement dated June 6, 2014 identified as Exhibit 14 at the
February 1, 2018 deposition of Robert Frank.

22. Attached hereto as Exhibit 19 is a true and accurate copy of email correspondence
between Plaintiffs’ employees and CWT Commodities Logistics Group employees identified as

Applicant’s Bundle Ex. 3.23. Attached hereto as Exhibit 20 is a true and accurate copy of the CWT warehouse
receipt dated July 21, 2014 identified as Exhibit 36 at the February 2, 2018 deposition of Robert
Frank.

24. Attached hereto as Exhibit 21 is a true and accurate copy of email correspondence
between Plaintiffs’ employees identified as Exhibit 15 at the February 1, 2018 deposition of Robert
Frank.

25. Attached hereto as Exhibit 22 is a true and accurate copy of email correspondence
between Plaintiffs’ employees identified as Exhibit at the March 14, 2018 deposition of Eric Chen.

26. Attached hereto as Exhibit 23 is a true and accurate copy of email correspondence
between Plaintiffs’ employees identified as Exhibit 12 at the April 10, 2018 deposition of Cherry
Zheng.

27. Attached hereto as Exhibit 24 is a true and accurate copy of email correspondence
between Plaintiffs’ employees accompanied by an attached news article identified as Exhibit 13 at
the February 1, 2018 deposition of Robert Frank.

28. Attached hereto as Exhibit 25 is a true and accurate copy of email correspondence
between Plaintiffs’ employees identified as Exhibit 1 at the November 2, 2018 deposition of Gary
Lerner.

29. Attached hereto as Exhibit 26 is a true and accurate copy of email correspondence
between Plaintiffs’ employees and CWT Commodities Logistics Group employees identified as
Exhibit 6 at the November 2, 2018 deposition of Gary Lerner.

30. Attached hereto as Exhibit 27 is a true and accurate copy of email correspondence
between Plaintiffs’ employees and CWT Commodities Logistics Group employees identified as

Exhibit 7 at the November 2, 2018 deposition of Gary Lerner.31. Attached hereto as Exhibit 28 is a true and accurate copy of the Statement of
Objection to Property Preservation and Statement of Complaint with accompanying exhibits filed
by CWT on December 1, 2014 identified as Exhibit 13 at the November 2, 2018 deposition of
Gary Lerner.

32. Attached hereto as Exhibit 29 is a true and accurate copy of the cited portions of
the deposition Gary Lerner dated November 2, 2018.

33. Attached hereto as Exhibit 30 is a true and accurate copy of email correspondence
between Plaintiffs’ employees and CWT Commodities Logistics Group employees identified as
Applicant’s Bundle Exhibit 18.

34. Attached hereto as Exhibit 31 is a true and accurate copy of email correspondence
between Plaintiffs’ employees and CWT Commodities Logistics Group employees identified as
Applicant’s Bundle Exhibit 21.

35. Attached hereto as Exhibit 32 is a true and accurate copy of email correspondence
between Plaintiffs’ employees and CWT Commodities Logistics Group employees identified as
Exhibit 19 at the February 1, 2018 deposition of Robert Frank.

36. Attached hereto as Exhibit 33 is a true and accurate copy of the Police Verification
Opinion (Elysia) identified as Exhibit 20 at the February 1, 2018 deposition of Robert Frank.

37. Attached hereto as Exhibit 34 is a true and accurate copy of the cited portions of
the Criminal Judgment issued by Qingdao Intermediate People’s Court of Shandong Province
issued in 2018 identified as Applicant’s Bundle Exhibit 61.

38. Attached hereto as Exhibit 35 is a true and accurate copy of the Complaint filed by
CWT Commodities Shanghai Warehousing Mgt. Co., Ltd. in Qingdao Maritime Court dated Dec.

1, 2014 identified as Applicant’s Bundle Ex. 44.39. Attached hereto as Exhibit 36 is a true and accurate copy of the Qingdao Maritime
Court Civil Judgment dated Jan. 31, 2019 identified as Exhibit 14 at the July 29, 2019 deposition
of Gary Lerner.

40. Attached hereto as Exhibit 37 is a true and accurate copy of the cited portions of
the deposition of Gary Lerner dated July 29, 2019.

41. Attached hereto as Exhibit 38 is a true and accurate copy of email correspondence
between Plaintiffs’ employees and brokers, along with Plaintiffs’ “Claim Report” identified as
Exhibit 32 at the February 1, 2018 deposition of Robert Frank.

42. — Attached hereto as Exhibit 39 is a true and accurate copy email correspondence
between Plaintiffs’ employees and CWT Commodities Logistics Group employees identified as
Exhibit 16 at the February 1, 2018 deposition of Robert Frank.

43. Attached hereto as Exhibit 40 is a true and accurate copy of the cited portions of
the deposition of Cherry Zheng dated April 14, 2021.

44, Attached hereto as Exhibit 41 is a true and accurate copy of email correspondence
between Plaintiffs’ employees identified as Exhibit H at the August 18, 2020 deposition of Eric
Chen.

45. Attached hereto as Exhibit 42 is a true and accurate copy of the cited portions of
the deposition of Eugene Yu dated April 12, 2021.

46. Attached hereto as Exhibit 43 is a true and accurate copy of the asset appraisal
report identified as Exhibit M at the August 18, 2020 deposition of Eric Chen.

47. Attached hereto as Exhibit 44 is a true and accurate copy of an email and cover

letter emailed from Reed Smith, counsel for the Plaintiffs, to the undersigned on April 9, 2020.48. Attached hereto as Exhibit 45 is a true and accurate copy of a letter sent by Plaintiffs
to the Embassy of The People’s Republic of China in Switzerland identified as Exhibit E at the
August 18, 2020 deposition of Eric Chen.

49. Attached hereto as Exhibit 46 is a true and accurate copy of a letter sent by Plaintiffs
to the Qingdao Intermediate People’s Court, Shangdong Province identified as Exhibit F at the
August 18, 2020 deposition of Eric Chen.

50. Attached hereto as Exhibit 47 is a true and accurate copy ofa letter sent by Plaintiffs
to the Qingdao Road Police Station identified as Exhibit G at the August 18, 2020 deposition of
Eric Chen.

51. Attached hereto as Exhibit 48 is a true and accurate copy of Endorsement 52 from

the relevant Policies of insurance included in Exhibit A to Plaintiffs’ Revised Second Amended

“bed Wed

THOMAS L.\W8DALE

Complaint.

Sworn to before me this
9th day of July 2021

To Noh

Commissioner Okthe Superior Court
Timothy J. Nast 432449CERTIFICATION OF SERVICE
I hereby certify that on this 9th day of July 2021, I e-mailed a copy of the foregoing

pleading to the following counsel of record, upon consent, pursuant to Connecticut Practice Book

§10-13:

office@clenlaw.com
Kevin C. Shea

Clendenen & Shea LLC
400 Orange Street
New Haven, CT 06511

jberringer@reedsmith.com
acrawford@reedsmith.com
John B. Berringer

Anthony B. Crawford

Reed Smith, LLP

599 Lexington Avenue
New York, NY 10022

/s/
Thomas L. TisdaleExhibit 12rd 2018 17:00 HEC CSTE HO €B705089 oe

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GM0000711cwr "T COMMODITIES (can) PIELID
_ CWT LOGISTICS HUB 1, NO 38 TANIONG PENTRU, SINGAPORE 6000,

WRISSUANCE DATE + 240772013 WENO. + | WRC20130200088
BOTREORDER OF isa CUNO rN OTE QUR REFNO ‘Worznise700276 ~ Me eae

FORTHE AICOF + ZHONGJUN RESOURCES (S) PLELTD
Sat pn mann hl RDGINAL Woon Res

‘Ths Goode aryorang by CWT, Lnorance SPs pohde the etsy of ow depostor of toe ganda, *= 6° S's
‘This Wanchomse Receipt aad any sight in conneaion with i sbll be aubject to CW's mtn and nrvie fees.
‘THIS WAREHOUSE RECHIPTIS NON-TRANSFERABLE.

a

“SN: A0000214

GMmo0000712CONTRACT NUMBER: 161.08.0403-71712

ALUMINA PURCHASE CONTRACT
itis

CONTRACT NUMBER: 161, ,08,0103-T1311

CONTRACT DATE

THE BUYER
BARA

THE SELLER
{the beneficiary)
SRR

(RK RBA)

+ 30 Oct, 2013

Hongfan International Limited
SR BRR IR EB)

‘Add: Suites 2401A,Great Eagle Centre,23 Harbour Road, WanChai, HK

‘Tel: 00852 28157229
Fax: 00852 28153616

QingTongXia Aluminium Holding Co,Ltd
PESAORIR ULAR BF A RS

Add: QingTongXia city, Ningxia,China
Tel: +86 951 6665300

Fax: +86 951 6665308

‘This contract is made by and between the buyers (here including the joint buyer) and the seller.
whereby’ the buyers agree to buy and the seller agrees to sell the under mentioned goods on the terms

and conditions:
RERAACKAUERSUA") AB, ALHLARGR AMT NMS, REM RET AAA:

L

Name of Commodity
WEE

Quantity

we

5,

Unit Price
Ot

Tota} Amount
aie

Place of Delivery

see

Terms of payments
Sette ik

Sandy calcined metallurgical grade alumina (smelter grade alumina)

BREA ES

25,250Metric ténines {plus or minus 5% at seller's option)
25,2500 (52 A] ESN IGM ih He HATED HE)

351.00 /MT, DDU Bonded warehouse of CWT COMMODITIES (CHINA)

PTE LTD, in Qingdao, China

351.00 BRIE / eu, ODUP dy & AIS dO this wR RR

USD 8 862,750.00 +/-5%
8,862,750.00 RIE +/-5%

In Bonded warehouse of CWT COMMODITIES (CHINA) PTE LID, in

Qingdao, China .
PRY 8 OR Mik tis WNP ARO

The payment will be made by L/C at sight io Seller
DAA DMEM HAR RBR A

Rita. Gan F:

6M0000713CONTRACT NUMBER: 161.08,0403-T1371

7. Specification
Baa

8. Country of origin
Rie

9. Packing
Be

10. Documents
WH

11. Force majeure

, BRD

Account Name: QingTengXia Aluminium Holding Co.,Ltd
Bank Name: Industrial And Conimercial Bank Of China Ningxia Branch
Swift ICBKCNBJNSA

ALO: wien 98,600% Min
SiOz Tatts 0.030% Max
FeO; Eaton 0.030% Max
Nay iat 0.600% Max
ca AES 0.060% Max
Lol HAZ (1000T) 1.00% Max

Australia

ARP

In Bags (1.5 or 1 MT water resistant junibo bag)
Hae (MAH 1.5 BL 1 DUMONT)

To facilitate the buyer with checking procedures all documerits should be
made in a version identical to those used inthis contract.
ARFRABUBAEE, HARARE MSH ABO MABE.

A-One Original Warehouse Receipt issued by CWT COMMODITIES
(CHINA) PYE LTD

AE Ie the CNP APRA RRB Om IER — 9
B-Signed commercial invoice in triplicate issued by beneficiary.
MASAHAM (3) MmLUR.

C-Certificate of weight in triplicate issued by the beneficiary.
MBSAWAR (3) a MIE. :

D-Certificate of analysis in triplicate issued by the beneficiary,
ARSAH AM (3) 9 Rai.

E-Certificate of origin in triplicate issued by the beneficiary.
ARRAWAA (3) sha 4. ,

If the performance of any party of this contract by eithér. party, or the
Producing or receiving plant. is prevented, hindered, or delayed by
reasons of acts of god os acts of war, public enemies, transportation
problems, strikes, labor disputes, or acts of government, or for any other
contingency beyond the reasonable contro) of the parties, then the parties,
as the case may be, shall be excused from such performance during the
existence of such contingency and the shipping period shall-be extended
correspondingly,

KOAVEA-ALSl) RAR RAF ARNE, MA. RB. ee
HS. BL, esi, APF ARE Ee ee
TP AOMD ORCA, 1H HE Mt hd AY A PT PNB EE,

In case’ of force majeure.the selier shall not be held responsible for delay in

GM0000714CONTRACT NUMBER: 161.18,0603-71317

12, Arbitration
PR

13, Additional Clauses
FRM

delivery or non-delivery of the goods but shall notify immediately the
buyer by fax and deliver to the buyer by courier a certificate issued by
Government authorities or chamber of commerce as evidence thereof.
ERD DAT SHARK AE TIES EL, BA A
FMR 98 iH) BAB I BB ge MA 1S EY TEAS

Alll disputes in connection with this contract or the execution thereof shall
be settled by friendly negotiation. If no settlement can be reached, the case
in dispute shall then be submitted for arbitration to the. Foreign Tradg
Asbitration Commission’ of the China Council for the Promotion of
International Trade in accordance with the Provisional rules of Procedure
of the Arbitration Commission of International Economy and' Trade of
China, The decision shall be accepted bas final and biriding upon, both
parties. The fees for arbitration shalf by borne ‘by the losing ‘party unless
otherwise awarded by the commission.

BRO MBG LNA KD EM, BARREL Mi IR, IG GK BETH
UBL Be a SE APSE A Se RAB PU I EF EAP ALES A oe He LAE PP AT
PRLS — PRR FABRA BS, ROSES. PA
SUE TRIB.

If any of the above mentioned clauses is inconsistent with the,following
Additional clause, the latter to be taken as authentic:

Lg Bay FUERA, PAO a BRE

A- After the seller delivery date, the warehouse charges shall be borne by
the buyer. : .

BRAR AR. Rey ae HHI

B- Quality should be according to the specification mentioned In the
item-7 and in case of deviation between the shipped cargo: and. this
contract then Buyer will ask independent international surveyiy fo test
and issue certificate of result. Buyer has the right to claim Josses and costs
occurred by nonconformity. In return’ if ‘the Buyer could’ riot’ fulfill
payment obligation as mentioned in item-6, the Seller has right to ask for
rejecting of the goods and-ask for any loss compensation due to this
matter. . ,

RAMA DK RIS RS BI RE, RR i A
ey Sy SEAT URE, 97 a Ahi a SE da a aH
Hit, UAARBR AM MGR. AR. ORI ALHRRAD MOK
MTARANG, RHHANARAA MER MAT KOR.

C- The terms of the contract’such as there are discrepancies between
Chitiese and English, the Finglish version shall prevail.
ASM*RMOPRA ART, RBH He

RAIA ERAT ER ARAM ERI REALE RAHA eReETHLte hohtinnnniiateenS

wa

sa"

Mmo0000715CONTRACT NUMBER: 163 18.0903-T3911

EXECTUTION PAGE
SFu

Signed by Below Parties as a Contract on the Date of Nov,fth,2013

17

AS

4

SIGNATURE
“F

d
z
}

GM0000716ys CWT COMMODITIES (CHINA) PTE LTD

CWT LOGISTICS HUB 1, NO 36 TANIONG PENJURU, SINGAPORE 609039.
‘TEL: (65) 68613330 FAX: (65) 68612220 REG NO. 199308216M

WAREHOUSE RECEIPT

WRISSUANCE DATE 31/10/2013 WRNO. : ‘WRC20131000765

TO THE ORDER OF : THEHONGKONG AND SHANGHAI = OURREFNO : WO120131000268
BANKING CORPORATION LIMITED, YOUR REFNO:
SINGAPORE BRANCH CMA RER/DA: CMA/CCC/2012/035
is entitled to neceive upon presentation af this ORIGINAL Warehouse Receipt:

‘Number of Package’ ‘Description Gross/Nett Weight
Markings Units (Said tn contain) (Bald to weigh)
Cc 25,250BAGS SANDY CALCINED GR WT: 252500000 MT
METALLURGICAL GRADE
eT NT WT: 25,250.0000 MT

REMARKS: §&XMV AS ELYSIA
BX BLNO, B/Q-001 - BALANCE DATED 10-JUN-2013
DETAILS ARE AS PER BL
EX WRC20130800871

(TOTAL: TWENTY-FIVE THOUSAND TWO HUNDRED FIFTY BAGS ONLY)

COMMENCEMENT OF CHARGES: Og/07/2013

LOCATION + CARGO SSSTORED AT BONDED WAREHOUSE OF QINGDAO HARBOUR DAGANG CO,
NO.7 GANGHUA ROAD, QINGDAO CHINA

‘The above mentioned goods are received, handled and stored subject to the latest version of the Forwarding & Warehousing
Conditions of CWT COMMODITIES (CHINA) PTE LTD ("CWT"), o copy of which will be farwarded upon request and is also
available at www-cwtcocamodities.com/firre. him!

Cc ‘This ORIGINAL WAREHOUSE RECEIPT must be produced for release of cargo, A photocopy or scanned copy of this Warehouse
* Receipt by email does nat have any legal force or binding effect with regard to the entitlement to the yoods under this Warchouse
Receipt.

Any amendment, erasure snd/ or eny form of tampering with this Warchouse Receipt renders it null and void.

‘The goods sre not insured by CWT, Insurance of the goods is the responsibility of the helder of this Werchousc Recaint.

This Warehouse Receipt and any right in connection with it sball not be transferred or assigned without having been endorsed by the-
‘order party (transferor). Should the order party instruct to make partial releases, this Warehouse Receipt it no longer transferable or

‘endorsnble and has to be presented for cancellation snd » sew Worelionse Receipt will be issned for the remaining goods.

‘This Warchouse Receipt and anty right in connection with it shall be subject to CW's rates and service fees, Any beneficiary of this

‘Warehouse Receipt will have been deemed to have accepted responsibility to psy any and all ofthe outstanding ond future faveioes in
connection with storege and other services rendered by CWT under this Warehouse Receipt.

“The vam quoteions operations, oetiviies and wervkces af CWT COMMODITIES (CHINA)
PTE LTD (hereafter refered to w70he Conepony’), Inching nl renirctsconcinded wih “ihe
CCopany/ sal be mbjet wo the"Forwanting end Watehowsing Conditions ofthe Compary *,
Tales vent A copy of tke Forming and Warchonsing Cendbions willbe forwarded apon equedt,

SN: A0000420

GM0000717GM0000718ALUMINA SALES CONTRACT
SUR EEE)

CONTRACT NUMBER: 1311-QDWR- PS02
CONTRACT DATE : 13% Nov. 2013

‘THE BUYER
BARS

‘THE SELLER
(the benefielary)
aka

(ERER SERIA")

Shenzhen Shenhuo Trading Co,,LTD

RNBGARBARAA

Add: 1815, Tower A International Chamber of Commerce Building,
Fuhua One Ave, The Futtan Centre District, Shenzhen China,

Tel: +0086 755 82931003
Fax: +0086 755 82931087

Hongfan International Limited

MM BRARER

Add: Suites 2401 A,Great Eagle Centre,23 Harbour Road, WanChai, HK
‘Tel: 00852 28157229

axe 00852 28153616

‘This contract is made by and between the buyer and the seller, whereby the buyer agrees to buy and
the seller agrees to sell the under mentioned goods on the terms and conditions:

BEMVBO, ALARA GRRE THR KART SER:

1. Name of Commodity
Ree

2. Quantity
se

3. Unit Price
Sat

4. Total Amount

BSH

5, Place of Delivery
a

6 Terms of payments &
Documents

SRERNN TENE

Sandy catchwed metallurgical grade alumina (smelter grade alumina )

WR RRR

25,250Metrle tonnes (plus or minus 5% at seller's option) is
25.2502800 ( BEAOITES HOMES RODE ) “Ann
355.00 /MT, DDU Bonded warehouse of CWT COMMODITIES (CHINA) SS

PTE LID, in Qingdao, China
355.00 267i / 208, DDUPIEE SS ROREDUR iT H PR ASR PEI

USD 8,963,750.00 +/-5%
8,963,750.00 RFC +/-5%

In Bonded warehouse of CWT COMMODITIES (CHINA) PTE LTD, in
Qingdao, China
SPST BANSAL PRA RB

‘The payment shall be made by Buyer to Seller by usance irrevocable letter
of credit (L/C), through a first clnss ink acceptable to Seller. L/C shall

be negotiable at the counter of L/C advising bank against the
\

. &

GM00007197 Specifleation
SRA

& Country of origin
RFit

9. Packing
ae

10. Force majeure
aa

presentation of the following documents:

LAM RATA HAMAR ILE PARES
mug.

A-One Original Warehouse Receipt issued by CWT COMMODITIES
(CHINA) PTELTD

SHOR ETP RAR ROE ORES
D-Signed commercial invoice in triplicate issued by benefictary.
AREER ALHAIAN (3 ) (QTILAREE,

C-Certificate of weight in triplicate issued by the beneficiary.
PHREREA HET ( 3 ) (OMERRIERS TS.

D.Certificate of analysis in triplicate issued by the beneficiary.
RSERE A UHARD ( 3 ) (OAADRIERS TS,

E-Certificate of origin in triplicate issued by the beneficiary.
REEA LAGS (3 ) CORP NBER,

AlOs UB 98.600% Min
SiO, Sia 0.030% Max
Fox) SRK 0.030% Max
Nao Suu 0.600% Max
caQ SKS 0.060% Max
LoL HOR (1000°C ) 1.00% Max
Australia

RANE

In Bags (1.5 or 3 MT water resistant jumbo bag}
SRR GMI 1.5 BE 1 ZRH IKSY)

Af the performance of any party of this contract by cither party, or the
Producing or receiving plant, is prevented, hindered, or delayed by
reasons of acts of god or acts of war, public enemies, transportation
problems, strikes, labor disputes, or acts of government, or for any other
contingency beyond the reasanable control of the parties, then the parties,
as the case may be, shall be excused from such performance during the
existence of such contingency and the shipping period shall be extended
correspondingly.

BAMOEI-FREPT ROE RF SARE , MAL. AB 15H
OH, SI , $500, ROTARRCMATNM TERS AS
ARTOIS HERR. TAB APESRIRIE] GIRLS F) ARB AAR,

In case of force majewre the seller shall not be held responsible for delay in
delivery or non-delivery of the goods but shall notify immediately the
buyer by fax and deliver to the buyer by courier a cettifiente issued by

. &

al

a

Be

ie/

Mm000072011, Arbitration

SOR

12, Additional Clauses
FUGA

Government authorities or chamber of commerce as evidence thereof.
PERNA ELE PRIMER RT RESCUE BE, PAL SZED IS RLIEIO
ZH, HAMRS—-KaPL ARG SESME HEE,

All disputes in connection with this contract or the execution thereof shall
be settled by friendly negotiation. If no settlement can be reached, the case
in dispute shall then be submitted for arbitration to the Foreign Trade
Arbitration Commission of the China Council for the Promotion of
International Trade in accordance with the Provisional rules of Proceduce
of the Arbitration Commission of International Economy and Trade of
China. The decision shafl be accepted bas final and binding upon both
parties, The fees for arbitration shall be borne by the losing party unless
otherwise awarded by the commission.

BAVHTALMAM AAT, STARA, MOWAT
ERR B PHS RCA RAGS HARP RAAS RRS
{OR IK—(PRSR PR RIE, ERSTE (NRA
SURGE,

If any of the above mentioned clauses is inconsistent with the following,
Additional clause, the latter to be taken as authentic:

SLRS PRR . MILO RRR =

A- After the seller delivery date, the warehouse charges shall be bome by
the bayer.

ARASUBAE . RRIF TUB.

B- Quality should be according to the specification mentioned in the
flem-7 and in case of deviation between the shipped cargo and this
contract then Buyer will ask independent international surveyor to test
and issue certificate of result, Buyer has the right to claim losses and costs
occurred by nonconformity. In return if the Buyer could not fulfill
payment obligation as mentioned In Htem-6, the Seller has right to ask for
ejecting of the goods and ask for any loss contpensation clue to this
matter.

KHMER MTEKA DA ROULE , RARE SS
PERSIE , WSUS SORA RUE AR)
iG, RHA WEKDRAURA, BR , MALTS RA MR
PATRAS , RADAR AMBIEN,

C- The terms of the contract such as there are discrepancies bebveen
‘Chinese and English, the English version shall prevail.
AGMRROPRRATEZRE , LSID.

stanertntentenntectense

e

abtanennntenenassned

R
RAI
-~%
=

GM0000721EXECTUTION PAGE
Sen

Signed by Below Parties as a Contract on the Date of Nov, 13th, 2013

THE BUYER : Shenzhen Shenhuo Trading Co.LTD.
SG: aman

SIGNATURE
aE

‘THE SELLER |. Hongfan International Limited
BA: MARMARA

GM0000722y= CWT COMMODITIES (CHINA) PTE LTD

CWT LOGISTICS HUB 1, NO 38 TANJONG PENIURU, SINGAPORE 609039.
‘TEL: (65) 68613330 FAX: (65) 68612228 REG NO. 199308216

WAREHOUSE RECEIPT

WRISSUANCE DATE * 31/10/2013 WRNO. : 'WRC20131000765

{0 THE ORDER OF : THEHONGKONG AND SHANGHAL © OURREFNO + W0120131000268
BANKING CORPORATION LIMITED,  YOURREFNO:
SINGAPORE BRANCH CMA RER/DA: CMA/CCC/20124035
js entitled to receive upon presentation of this ORIGINAL Warchoute Receipt:

‘Nurmber of Packages! Description Grosset Weight
Markings Units (Sala to contain) (Gala to weigh)
C : 252S0BAGS SANDY CALCINED GR WT: 25,250.0000 MT
METALLURGICAL GRADE wr wr: 25,250.0000 MT

REMARKS: EX MV AS ELYSIA

BX BL NO, B/Q-001 - BALANCE DATED 10-JUN-2013
DETAILS AREAS PER BL
EX WRC20130800571

(TOTAL: TWENTY-FIVE THOUSAND TWO HUNDRED FIFTY BAGS ONLY)

COMMENCEMENT OF CHARGES: 08/07/2013,

LOCATION —:_~—_ CARGO IS STORED AT BONDED WAREHOUSE OF QINGDAQ BARBOUR DAGANG CO,
NO.7 GANGRUA ROAD, QINGDAO CHINA

‘The above mentioned goods are received, handled and stored subject to the latest version of the Forwarding & Warehousing

‘Conditions of CWS COMMODITIES (CHINA) FTE LTD ("CWT"), a copy of which will be forwarded upon request and is also
available at www.cwicoramodities.com/fwtc,hiral

This ORIGINAL WAREHOUSE RECEIPT must be produced for release of cargo. A photocopy ar scanned copy of this Warehouse
 Recetpt by email docs not have any legal force or binding effect with regard to the entitlement to the goods under this Warchouse.
Receipt.

Any anteximent, erasure snd/ ot any form of tampering with this Warehouse Receipt renders it null and wold.

‘The goods sre not insured by CWT, Insurance of the goods is the responsibility of the holder of this Werehousn Recsipt.

This Waredouse Receipt and any right in connection with it shal not be transferred or assigned without having been endorsed by the-
order panty (transferor), Should the order parry instruct {o make partial releases, this Warehouse Receipt is no fonger transferable or
endorsable and has to be preseaied for cancellation and a new Warehouse Receipt will be issued for the remaining goods,

‘This Warehouse Receipt and any right in connection with it shall be subject to CWT's rates and service fees. Any beneficiary of this

‘Warehouse Receipt will have been deemed to have acocpted responsibility to psy any and all of the ontstending und finure invoices in
connection with storage and other services rendered by CWT under this Warehouse Receipt.

"The vasioos quotations eperations, oclvities und services af CWT COMMODITIES (CHINA)
PTE LTO (hercinatter referred lo atthe Conspany"), Inching all contracts conchuled with "the
‘Compory” shal be subject 0 dh Forwocting and Warehousing Conditera of he Company *,
nest ext, A enpy of thc Forneding aad Werchowsing Conditions Wil be forwarded upon request.

SN: A0000420

GM0000723RELEASE TO ORDER

ood
BLK i
WAGER
ATOR MIMITED.
THE NENA ND ho ves SPO

G@M0000724GERALD METALS S.A.

29RueDelaGare ¢ Morges, Switzerland 1110 « #4121 814 3900

PURCHASE CONTRACT t

SHENZHEN SHENHUO TRADING CO.,LTD.
1815 TOWER A, INTERNATIONAL CHAMBER OF COMMERCE BUILDING,
FUHUA ONE AVENUE, FUTIAN CENTRE DISTRICT, SHENZHEN, CHINA

PURCHASE CONTRACT NUMBER: = PL10602 DATE: 13 Deoember
2013

GBRALD METALS §.A. (or any one of its nominated subsidiaries or affiliates) (“Buyer”) hereby buys and
SHENZHEN SHENHUO TRADING CO, LTD, (Seller) hereby colle the product/s specified below, on the
tems and subject to the following conditions:

1 MATERIAL:

Sandy Calcined Metallurgical Grade Alurnina (‘Matertal” or “Alumina”) The Alumina shell confomy !
(o the Standard Producer Specifications supplicd by the Seller governing et the tine of shipinent :

a QUANTITY:
41,248 metri tonnes (+/- 0%)
3. ORIGIN:
Australian
4 BRAND(S);
Any Australian Brand
5. DELIVERY:

DDU Bonded Warehouse in Qingdeo, China in Bags

All charges for rent in warehouse after the Date of Release and any charges for offlonding from
warehouse shall be for the account of the Buyer, Buyer shall be respansible for the warehouse rent
starting the day following te Date of Release.

“Date of Release" for any Material shall be defined as the date upon which the Buyer reecives the
original warehouse receipt for such Material,

Seller shall advise Buyer five (5) business days prior (o release by fax or email of all details
including name of Commodity, total gross aud net weight, invoice value and shipping mack, if any,

6 PRICK TERM: j
Page 1016 Vy

GM0000725GERALD METALS S.A.

1

US$ 360 per metric tonne,

PAYMENT

100% net cash via Irrevocable Letter of Credit (“L/C") payable at sight. L/C beneliciary shall be
advised by the Seller in writing. LIC shall be opened by a top tier bank, available by negotiation at
the advising bank's counter against presentation of the following documents:

1) ‘Signed Commercial Invoice in duplicate
2 Original Certificate of Analysis

3) Original Contificate of Weight

4) Original Warehouse Receipt

5) Original Certificate of Origin

QUALITY:
8.1) The Alumina supplied shall conform to Schedule A, B, C (Standard Specifications) of the
Contract

€.2) _—_Breept for Specifications set forth in Schedule A,B,C, all other ‘express or implied
conditions, warranties or lisbilities of any kind relating to the altunina sold whether as to fitness for
use and merchantability of otherwise and whether arising under statute or in tort or by implication of
Jaw or guarantec to the effect that the alunina to be delivered hereunder is suitable for use under any
‘specific conditions or for any specific purpose although auch conditions or such purpose inay or
‘ouglit to be known to the Seller, are expressly excluded,

SAMPLING AND ANALYSIS —- NON-CONFORMING MATERIAL

9.1) ‘The Alumina shall be deemed to comply with the Seller's provided Standard Specifications,
unless the Buyer notifies the Seller that the material does not conform to the Solfer’s provided
Standard Specifications. within seven(7) days of receipt of a notice of non conformity from the
Buyer, the Seller shall advise the Buyer whether or not it accepts that the Alumina does not eanfonn
to the Seller's provided Standard Specifications.

9.2) In case of disagreement between the Parties conceming the Alumina’s confonnity, samples
of the material shall be taken nnd analyzed by a referee laboratory ageceable to both the Parties. If the
Parties cannot agree on a Laboratory, SGS to be appointed,

9.3) «The result of the referee laboratory analysis jrursuant to clause 9.2 will be definitive and
binding for both Parties. ‘The oos! of snid sunlysis will be bome by the Party whose results differ
mos! from those given by the referee laboratory.

9.4) hy any case, if chemical impurities and/or physical specifications do not confonn to the

applicable mits specified under the Seller's Standard Spectfications, the Parties shall meet fo reach
4n amicable sciticmient to compensate the Buyer, If an amicable settlement cannot be reached within

t Nf

Gm0000726GERALD METALS S.A.

i

12,
121

thiity (30) days from receipt by both Parties of the results of the referee analysis, Buyer has option to
either:

9.4.1) refer the dispute to arbitration in accordance with clause 13 (Jurisdiction and
Governing Law) or

9.4.2) promptly reject the uon-confonning Alumina by giving written notice, in accordance
‘with tho provisions of this clause, to the Seller md accept repayment by the Seller of the Price pald
by the Buyer for the tton-conforming Alumina (if the Price for that shipment of Alumina had been
paid by the Buyers), or if the Price has not been paid, the Seller not requiring payment for (hat
shipment of Aluminn,

TAXES, DUTIES, CHARGES AND COMMISSIONS

‘The Seller shalt pay all taxes, duties and charges presently Imposed anor which may be imposed in
the future by the country of origin with respect to the Material and/or freight under this Contract,

‘The Buyer shall pay all simitar taxes, duties, charges and commissions (Including but not limited lo
import duties) presently imposed and/or which may be imposed in the future in the country of
destinntion with respect fo the Material aniVor freight under this Contract.

‘TITLE AND RISKS

Risk of Goods shall tranefer from Seller to Buyer at Delivery as per INCOTERMS 2010. The Title
of Goods shall pass to Buyer free and clear of all lions and encumbrances al the Date of Release
upon receipt of the warehouse receipt.

DEFAULT

The ocemrence of any of the following events shall coustitule an “Event of Default” by the non-
perfonning party (the “Defauling Party”), as reasonably determined by the performing party:

GQ) With respect to any fhifure to deliver Material, if pmty fails to make or take delivery of the
Matezint within three (3) business days 2s required hercin in accordance with the provisions
of this Contract;

(2) With respect to any other failure, if'a party faits to perfoon, comply with or observe any
other texm, covenant, condition or agreement applicable hereunder including but not limited
to payment of any balance within three (3) business days of when due; provided however
that no such time to cure shall be provided in the event of a failure to comply with Clause
22, “Sanctions;

3) Any representation or warranty made by or on behalf of a party hereto pursuant fo this
Contract or in any document, instrument or certificate exeevted by one Parly in favor of the
other pursuant to this Contract shall be untrue or misleading in any material adverse respect
as of the date the representation or warranty was made, or deemed (o have been made.

(@ Ifa party hereto (i) discontimes or abandons the operation of its business, (ii) applies for or
consents to or suffers the appolutment of a receiver, trustee, custodian or liquiclator over it or
any of its property, (iii) mskes a gencral assignment for the benefil of creditors, (iv) files, or
hans filed against it, a petition for relief and/or for the protection from creditors under the

ey?

GM0000727GERALD METALS S.A.

laws of any country, (¥) files, or hes filed agninst it, n petition in bankruptcy, reorganization,
insolvency, readjustment of debt, dissolution ar liquidation by law or statute, or an answer
admitting the material allegations of petition filed against it In any proceeding of a similar
‘alure, or jf'a corporate action siiall be taken for the purpose of effecting any of the
foregoing, (vi) becomes insolvent, or (vil) has liabilities which exeeed the falr value of its
assets;

12.2 Upon the occurrence and during the continuation of an Event of Defhult, the other party (tlhe “Non-

123

13.

Defaulting Party”) may in its sole discretion:

(1) notify the Defaulting Party of an early termination date (which shall be no earlier that the
date of reccipt of such notice) on which this contract nnd the transactions contemplated
hereunder shall terminate (the "Early Tennination Date”), If'a notice of an Barly
‘Tesmination Date Is given under this Section, the Early Termination Date will ocour on the
designated date whether or not the rclovant Event of Deffult is then continuing;

@ ‘withhold any payments duc to the Defaulting Party until such Event of Default is: cured;
or

@) suspend performance of its obligations under this Contract until such Event of Defaull is
cured,

(4) To demand and receive immediate payment of all amounts due to it hereunder, whether or
Not the sxid amounts have yet accrued due and payable (so thet the said amounts shall be
accelernted and pald immediately on demand), together with all fees, costs and expenses
Incurred, or to be Incurred, hereunder;

G) To set offal any time sums due to it under this Contract or any other agreement between the
Buyer and the Seller against any sums due to the defaulting party and (o exercise any right of
set off that il wnay have under this Contract and all other agreements between the Buyer and
the Seller.

( — To further exercise any other rights, powers, privileges and remedies available to # under
this Contre! or af fav or in equity, any and all of which may be exeroiged by It at any tne
and from time to tine, whether or sot it shall have instituled any proceedings or other action
for the enforcement of its rights hereunder or any of the documents in connection herewith;

@ To demand and receive immnediate payment of all recoverable Josses and other damages
Including legal fees and expenses incurred in the exereise of the foregoing and any other
remedies,

(8) To liquidate at the then current market price adjusted for forward dates, all pricings (If any)
which may have occurred, and demand payment in cash for any toss created thereby plus
interest, or offect any gain crented thereby against any other funds due;

For the nvoidance of doubt, the Noa-defaulting party shall have the right, in its discretion, to nolify the

Defnulling party of the Early Tenuination Date at any time prior to an Event of Default being cared,

notwithstanding the fact thal the Non-Defaulling party exercised the rights under section 12.2 (2) or 12.2

®.

JURISDICTION AND GOVERNING LAW

‘This Contract shall be governed by aud construed in necordance with the Jaws of England,

bo Ny?

GM0000728GERALD METALS S.A.

4

Ib
18.1

15.2

For the avoidance of doub, it is agreed that this arbitration clause that follows shall also be governed
by and construed in accordance with the laws of England (as its applicable law).

Any dispute, controversy or claim (‘Dispotcs") arising out of or in connection with this Contract, or
{the breach, termination or invalidity thereof, shall be submitted to the London Metal Exchange in
‘Loudon, Bugland (‘LMB") for arbitration in accordance with its rules and regulations.

‘The award shall be final and binding on both Buyers and Sellers, subject only to any right of judicial
appeal or challenge, Judgment upon the award rendered by the arbitrators may be entered in any
‘conrt,

competent

‘Unless otherwise determined in the arbitration award, the costs of arbitration shall be bome by the
party against whom the arbitration award is made, Any arbitration award shall be enforceable by
cither party at any couri(e) having jurisdiction over the party against whom the award has been made
or having jurisdiction at the place where any assets of the party against whom the award has been
made are located,

Nothing in this Clause shall limit ar be construed so as to limit the right of either party to take
proceedings against the other parly in any court of competent Jurisdiction (o obiain seouity for ils
claim agains! the other party,

‘When a Dispute arises and is under arbitration, except for the matter under dispwte, the paties shall
continec to exercise their remaiuing respective rights and fulfill thelr remaining respective
Obligations under this Contract,

Noilce of arbitration and service of any legal proceedings pennitted by this clause or at law may be.
validly offected by or under cover of any Notice sont in conformity with the “Notices” Clause of this
Contract and neither party shall contest service effected by these memus,

‘WAIVER OF SOVEREIGNTY

‘The patties irrevocably ngreo that should either party take any proceedings anywhere, whether for an
injunction, specific performance, damages or otherwise, In connection with the Contrnol, no
immunity (10 the extent thet it may at any time exist whether on the grounds of sovereignty or
likewise) from the proceedings from atlachment of its assets or from the execution of the judgment
shall be claimed by it or on its behalf or with respect (o ils assets, such immunity being frrevocably
waived,

REPRESENTATIONS/YARRANTIESAYAIVER

Both partics watrant thal they are duly organised, validly existing and in good standing under the
Jnws of the state of their incorporation, that they have full power to enter Into and perform this
Contract and that their enry Into and performance of this Contract will not breach any indenture,
‘Agreement or other instrument to which they are a party or by which they are bound.

‘This Contract evidences the enlire agreement between Buyer and Seller in relation to the sale of the
‘Material ond no addendum or omencment to its terms shall be valid unless mado in writing and
signed by both parties, Buyer and Seller confirm that they have received no representation, wananly
or statement whether express or implied that is contrary to or in addition fo the tens of this written

x W?*

GM0000729GERALD METALS S.A.

153

154
16.
16.1

162

7.

18,

182

{9,

No waiver or indulgence by a party towards the other shall in any way whatsoever prejudice such
party in the full exercise of their rights under this Contract,

Euch party heroby represents to the other that it contenets es principal,
ASSIGNMENT / THIRD PARTIES

Neither parly shnll assign or otherwise dispose of any interest in this Contract without the prior
written cousent of the other party, which consent shall not be unreasonably withheld, excep! that
either party may assign this Contract, in whole or in part, for financing purposes.

Save as provided in Clause 16.1, for the purposes of Section 1(2) of the Contracts (Rights of Third
Parties) Act 1999 the parties ngree that no term of this Contract niay be enforced by a third party.

INCOTERMS 2010

‘This Contract shall be deemed to incorparate, where used, the Inco term referred to above, as defined
in Inco terms 2010 (Intemational Chamber of Commerce publication No. 715), except where those.
lens are inconsistent with the terms of this Contract as set out herein, in which case the terms of this
Contract shall prevail over the provisions of Inco terms 2010 (o the extent of any such inconsistency.

CONFIDENTIALITY

Both parties shall treat this Contract and the negotiations that lod to its agreement as confidential,
Except as permitted by the terms of this Contract, each pmty is to keep confidential the terms of this
Contract and all information disclosed to it concerning the other party and its assets and businesses.
‘not already in the public domain (together “the Loformation") and shall not, untess otherwise required
by law, disclose the Information without the conscat of the other party. This Cimse 19 shall not
prevent disclosure of the Information:

181.1 {0 the shareholders, directors, officers and affiliates of either party;

181.2, fo the employees, accountants, consullants, lawyers and other professional
representatives of either party;

18,1.3 to lenders to elther party or o the employees, accountants, consultants, lawyers and
other professional representatives of the said lenders;

18.1.4 to any proposed transferee of either party’s business, whether solely in relation to
this Contract or otherwise, or (o the employees, accountants, consultants, lawyers
and other professional representatives of sald transferee; and/or

181.5 in conncotion with legal proceedings or required filings with or disclosures to
government agencies, courts, exchanges or any other regulatory agencies or
authorities,

Hf the Information is disclosed in accordance with the terms of this Clause, the patty effecting
disclosure shell vse its best endeavours to ensure that the person to whom or the entity to which
disclosure is made keeps the Information confidential,

SEYERABILITY g

b

GM0000730GERALD METALS S.A.

2

22,

Should any portion or provision of this Contract prove to be invalid ar unenforceable the rest of this
Contract shall not be affected by such Invalidity or unenforcesbility and any such invalid or
unenforceable portion or provision shall be deemed severed from this Contract, The parties will in
such circumstances attempt in good faith to agree a suitable replacement proviston or portion for
inclusion in this Contract by way of written amendment.

LIMITATION OF LIABILITY

Any liability of Seller to Buyer or Buyer to Soffer under this Contract shall be strictly limited to the
fovoiced value of the Material subject fo a claim and Seller or Buyer shall not under any
circumstances be lieble to the other party for any loss, damage, expense or claim whatsoever and
howaoever arising, which exceeds the invoiced value of the Material.

‘Without limitation, inno event shall any Party have any liability to the other for loss of profits, loss
of business revenue, fhilure to realize oxpecied snvings, ofher conunercial or economic loss of any
kind whatsoever or for any indirect, special or consequential damages, even if advised of the
possibility of such damages,

GENERAL

) NoWalver, Delay on the part of any of the partics in exercising any of thelr options, powers or
rights. Or partial or single exercise thereof, irrespective of any course of dealing, shall tot
constitute a walver thereof. No amendinent, modification or waiver of auy provision of this
Contract to which the Buyer or the Selfer are a party, no consent to any departure by the Buyer or
the Seller therefrom, shall be effective, unless the same shall be in writing and slyned by both the
Buyer and the Seller,

©) Entive Contract, This contract constitutes the catire understanding amongst the parties with
Tespect to the subject matior hereof and thereof, supersedes oll prior agreements and
understandings between the partios hereto with respect to such subject matter,

(6) Counterparts. This Contract may be oxecuted in one or more counterparts by the parties, each
of which counterpart shall be deemed an original and all of which together all be deemed to

constitute one of the same agreement,
All sums payable by the Seller under this Contract shall be pald in

i

fall withont set-off or counterclaim or any restriction or condition and free and olear of any taxes
or other deductions or withholdings of any nature, If the Seller fs required by any law or
regulation 10 make any deduction or withholding (on account of tax or otherwise) from any
payment to the account of the Buyer, the Seller shall, together with such payment, pay euch
additional amount as will ensure that the Buyer receives (free and clcar of any tox or other
deductions or withholding had been required,

{c) Cumulative Romedigs. Except as set forth herein, the Partles rights and remedies under this
‘Contract are cumulative and not in ileu of any other rights or remedics available at lav, in equily
or ofherwise, No exercis