Common use of RECIPROCAL OBLIGATION TO BUY AND SELL Clause in Contracts

RECIPROCAL OBLIGATION TO BUY AND SELL. (“TAKE OR PAY”) 1.1. Subject to compliance with the SUSPENSIVE CONDITIONS set forth in Clause 6 below, AMAGGI undertakes to purchase from PDB, and PDB undertakes to sell to AMAGGI the minimum annual quantities of PRODUCT indicated in Table 01 below, subject to the provisions of Clause 5. For the purposes of Table 01 below, “First Period” is understood as the period starting on the first business day subsequent to the end of the TEST PERIOD, as provided in this COMMITMENT, extending until December 31 of the year in which such date occurs, respecting the adjustments set forth in said Table 01. The other periods will correspond to the subsequent calendar years (each one, including the “First Period”, a “PERIOD”): TABLE 01 (1st) First Period 100,000 (one hundred thousand) tons* (a) In the case of the First Period, the amount provided for here is merely a reference given on the assumption that the First Period would last the same as a calendar year. Thus, the quantity of PRODUCT foreseen for the First Period will be adjusted proportionally to the fraction of the calendar year included in the First Period. (b) The quantities eventually decreased in the First Period (as per preceding item “a”) will, at the sole option of AMAGGI, be added to the quantities presented in the Seventeenth Period. (2nd) Second Period 200,000 (two hundred thousand) tons (3rd) Third Period 300,000 (three hundred thousand) tons (4th) Fourth Period 500,000 (five hundred thousand) tons (5th) 5th Period 500,000 (five hundred thousand) tons (6th) Sixth Period 500,000 (five hundred thousand) tons (7th) Seventh Period 500,000 (five hundred thousand) tons (8th) Eighth Period 500,000 (five hundred thousand) tons (9th) Ninth Period 500,000 (five hundred thousand) tons (10th) Tenth Period 500,000 (five hundred thousand) tons (11th) Eleventh Period 500,000 (five hundred thousand) tons (12th) Twelfth Period 500,000 (five hundred thousand) tons (13th) Thirteenth Period 500,000 (five hundred thousand) tons (14th) Fourteenth Period 500,000 (five hundred thousand) tons (15th) Fifteenth Period 500,000 (five hundred thousand) tons (16th) Sixteenth Period 500,000 (five hundred thousand) tons (17th) Seventeenth Period 400,000 (four hundred thousand) tons 1.2. Observing the TEST PERIOD (as defined below) and the rules applicable to it, the PERIODS set forth in Table 01 above have been agreed upon by mutual agreement between the PARTIES, and, except for the First Period, will be counted from January 1st to December 31st of each year. 1.2.1. The right to acquire the PRODUCT under the conditions set forth in this COMMITMENT and all other rights attributed to XXXXXX, as set forth herein, all companies of the AMAGGI GROUP that, like AMAGGI, also meet the requirements of the PDB credit policy in effect at the time of the purchase order. For the purposes of this COMMITMENT, the term “AMAGGI GROUP” shall be understood to mean any individual or legal entity that holds any direct or indirect interest in the capital stock of AMAGGI as well as its parent company, subsidiaries, affiliates, companies under common and/or shared control and companies in which their respective partners or shareholders (any of them) participate or will participate in the corresponding corporate capital, regardless of the number of quotas or shares they hold in such companies, as well as the natural persons of any of the partners or shareholders of the AMAGGI GROUP who act as rural producers, either in Brazil or abroad. For clarity purposes, the obligations attributed to AMAGGI in this instrument are/will not be enforceable on the other companies of the AMAGGI GROUP. 1.3. The PARTIES recognize and agree that the present COMMITMENT constitutes a customary market obligation, called a “take or pay obligation”, whereby, once the conditions set forth in this COMMITMENT have been met and its compliance has been maintained in each of the PERIODS referred to in Table 01 above, then (a) the obligation to purchase, by AMAGGI the quantities of PRODUCT set forth above shall be immediately payable by PDB with respect to the corresponding year; and (b) the obligation to sell and deliver, by PDB to AMAGGI, the quantities of PRODUCT set forth above shall be immediately due and payable by XXXXXX in the time, volumes and form set forth in this COMMITMENT. Thus, subject to these conditions, each year the volumes of PRODUCT set forth in the table above will be considered as firm and mandatory volumes (“MANDATORY VOLUME”) for the purposes of this COMMITMENT, subject to the possibility of increasing the MANDATORY VOLUME in a given PERIOD as provided in this COMMITMENT. 1.4. Without prejudice to compliance with the other clauses and obligations set forth in this AGREEMENT, once the SUSPENSORY CONDITIONS set forth at Clause 6 below are complied with, if any of the PARTIES does not comply with the respective obligations assumed and set forth for a given year, then the non-breaching PARTY shall be entitled to receive a non-compensatory penalty in the amount corresponding to a percentage of the prevailing price of the PRODUCT in relation to the quantities of the MANDATORY VOLUME not sold and delivered by PDB or not purchased by AMAGGI, as the case may be, without prejudice to the collection of additional damages and the right to specific performance of the obligation, all in accordance with the following conditions: TABLE 02 Up to 20% (twenty percent) of the MANDATORY VOLUME in a given year. There will be no penalty for either PARTY (tolerance). Between 20% (twenty percent) and 50% (fifty percent) of the MANDATORY VOLUME not sold by PDB or not purchased by AMAGGI, as the case may be. A fine attributable to the breaching PARTY in the amount of 30% (thirty percent) of the value of the PRICE* charged in the PERIOD on the volume not sold by PDB or not purchased by XXXXXX in relation to the MANDATORY VOLUME. Above 50% (fifty percent) of the MANDATORY VOLUME not sold by PDB or not purchased by AMAGGI, as the case may be. A fine attributable to the breaching PARTY in the amount of 50% (fifty percent) of the value of the PRICE* practiced in the PERIOD on the volume not sold by PDB or not purchased by AMAGGI in relation to the MANDATORY VOLUME. * For the purposes of this Table the “PRICE” is considered the average gross price of the PRODUCT in the PERIOD to which the penalty refers, thus not being considered the REBATE (as defined below), discounts or withholdings for the purposes of this calculation.

RECIPROCAL OBLIGATION TO BUY AND SELL. (“TAKE OR PAY”) 1.1. Subject to compliance with the SUSPENSIVE CONDITIONS set forth in Clause 6 below, AMAGGI undertakes to purchase from PDB, and PDB undertakes to sell to AMAGGI the minimum annual quantities of PRODUCT indicated in Table 01 below, subject to the provisions of Clause 5. For the purposes of Table 01 below, “First Period” is understood as the period starting on the first business day subsequent to the end of the TEST PERIOD, as provided in this COMMITMENT, extending until December 31 of the year in which such date occurs, respecting the adjustments set forth in said Table 01. The other periods will correspond to the subsequent calendar years (each one, including the “First Period”, a “PERIOD”): TABLE 01 (1st) First Period 100,000 (one hundred thousand) tons* (a) In the case of the First Period, the amount provided for here is merely a reference given on the assumption that the First Period would last the same as a calendar year. Thus, the quantity of PRODUCT foreseen for the First Period will be adjusted proportionally to the fraction of the calendar year included in the First Period. (b) The quantities eventually decreased in the First Period (as per preceding item “a”) will, at the sole option of AMAGGI, be added to the quantities presented in the Seventeenth Period. (2nd) Second Period 200,000 (two hundred thousand) tons (3rd) Third Period 300,000 (three hundred thousand) tons (4th) Fourth Period 500,000 (five hundred thousand) tons (5th) 5th Period 500,000 (five hundred thousand) tons (6th) Sixth Period 500,000 (five hundred thousand) tons (7th) Seventh Period 500,000 (five hundred thousand) tons (8th) Eighth Period 500,000 (five hundred thousand) tons (9th) Ninth Period 500,000 (five hundred thousand) tons (10th) Tenth Period 500,000 (five hundred thousand) tons (11th) Eleventh Period 500,000 (five hundred thousand) tons (12th) Twelfth Period 500,000 (five hundred thousand) tons (13th) Thirteenth Period 500,000 (five hundred thousand) tons (14th) Fourteenth Period 500,000 (five hundred thousand) tons (15th) Fifteenth Period 500,000 (five hundred thousand) tons (16th) Sixteenth Period 500,000 (five hundred thousand) tons (17th) Seventeenth Period 400,000 (four hundred thousand) tons 1.2. Observing the TEST PERIOD (as defined below) and the rules applicable to it, the PERIODS set forth in Table 01 above have been agreed upon by mutual agreement between the PARTIES, and, except for the First Period, will be counted from January 1st to December 31st of each year. 1.2.1. The right to acquire the PRODUCT under the conditions set forth in this COMMITMENT and all other rights attributed to XXXXXXAMAGGI, as set forth herein, all companies of the AMAGGI GROUP that, like AMAGGI, also meet the requirements of the PDB credit policy in effect at the time of the purchase order. For the purposes of this COMMITMENT, the term “AMAGGI GROUP” shall be understood to mean any individual or legal entity that holds any direct or indirect interest in the capital stock of AMAGGI as well as its parent company, subsidiaries, affiliates, companies under common and/or shared control and companies in which their respective partners or shareholders (any of them) participate or will participate in the corresponding corporate capital, regardless of the number of quotas or shares they hold in such companies, as well as the natural persons of any of the partners or shareholders of the AMAGGI GROUP who act as rural producers, either in Brazil or abroad. For clarity purposes, the obligations attributed to AMAGGI in this instrument are/will not be enforceable on the other companies of the AMAGGI GROUP. 1.3. The PARTIES recognize and agree that the present COMMITMENT constitutes a customary market obligation, called a “take or pay obligation”, whereby, once the conditions set forth in this COMMITMENT have been met and its compliance has been maintained in each of the PERIODS referred to in Table 01 above, then (a) the obligation to purchase, by AMAGGI the quantities of PRODUCT set forth above shall be immediately payable by PDB with respect to the corresponding year; and (b) the obligation to sell and deliver, by PDB to AMAGGI, the quantities of PRODUCT set forth above shall be immediately due and payable by XXXXXX AMAGGI in the time, volumes and form set forth in this COMMITMENT. Thus, subject to these conditions, each year the volumes of PRODUCT set forth in the table above will be considered as firm and mandatory volumes (“MANDATORY VOLUME”) for the purposes of this COMMITMENT, subject to the possibility of increasing the MANDATORY VOLUME in a given PERIOD as provided in this COMMITMENT. 1.4. Without prejudice to compliance with the other clauses and obligations set forth in this AGREEMENT, once the SUSPENSORY CONDITIONS set forth at Clause 6 below are complied with, if any of the PARTIES does not comply with the respective obligations assumed and set forth for a given year, then the non-breaching PARTY shall be entitled to receive a non-compensatory penalty in the amount corresponding to a percentage of the prevailing price of the PRODUCT in relation to the quantities of the MANDATORY VOLUME not sold and delivered by PDB or not purchased by AMAGGI, as the case may be, without prejudice to the collection of additional damages and the right to specific performance of the obligation, all in accordance with the following conditions: TABLE 02 Up to 20% (twenty percent) of the MANDATORY VOLUME in a given year. There will be no penalty for either PARTY (tolerance). Between 20% (twenty percent) and 50% (fifty percent) of the MANDATORY VOLUME not sold by PDB or not purchased by AMAGGI, as the case may be. A fine attributable to the breaching PARTY in the amount of 30% (thirty percent) of the value of the PRICE* charged in the PERIOD on the volume not sold by PDB or not purchased by XXXXXX AMAGGI in relation to the MANDATORY VOLUME. Above 50% (fifty percent) of the MANDATORY VOLUME not sold by PDB or not purchased by AMAGGI, as the case may be. A fine attributable to the breaching PARTY in the amount of 50% (fifty percent) of the value of the PRICE* practiced in the PERIOD on the volume not sold by PDB or not purchased by AMAGGI in relation to the MANDATORY VOLUME. * For the purposes of this Table the “PRICE” is considered the average gross price of the PRODUCT in the PERIOD to which the penalty refers, thus not being considered the REBATE (as defined below), discounts or withholdings for the purposes of this calculation.