Private & Confidential Execution Version MEMORANDUM OF UNDERSTANDING BY AND BETWEEN MR. ADRIAN PORUMBOIU AND DELTA COMMODITY AND FINANCIAL SERVICES (DCFS) S.A. AND Mr. VAJA JHASHI dated 8 August 201508 August 2015, ‘This Memorandum of Understanding (hereinafter referred to as the “MOU") has been entered into on 8 August 2015, by and between: a) @Q) 8 MR ADRIAN PORUMBOIU, Romanian citizen, born Party 1”), DELTA COMMODITY AND FINANCIAL SERVICES (DCFS) S.A. a company incorporated and operating in accordance with Swiss law, with headquarters at 15 rue du Cendrier, 1201 Geneve, Switzerland, registered with the Trade Register Office of the Canton of Geneva with the registration number CHE-114.010.169, VAT code CHE- 114.010.169.TVA, duly represented by Mr Rodion Musinschi, in his capacity as attorney-i fact (“Party 2”), (Party 1 and Party 2 are hereinafter individually referred to as a “Party” and collectively as the “Parties”) MR VAJA JHASHI, United States of America citizen United States Department of State on 26 August 2014 (“Guarantor”), WHEREAS IZ) ) Party 1, together with other individual shareholders, has agreed, subject to certain conditions and covenants, to sell to Party 2 and Party 2 has agreed to purchase from the Party | and the other individual shareholders the following participations: (i) 82.2% of the shares of RACOVA S.A. pursuant to the Share Sale-Purchase Agreement dated 17 December 2014 (-Racova SPA”); (ii) 93.03% of the share capital of MOPAN S.A. pursuant to the Share Sale-Purchase Agreement dated 17 December 2014 (“MOPAN SPA”); and (iii) 59.8306% of the share capital of AGROCOMPLEX S.A. pursuant to the Share Sale-Purchase Agreement dated 17 December 2014 (“Agrocomplex SPA”); (all together referred as the “SPAs”); Under sub-clause 8,1 of the SPAs, the Parties undertook to use their best efforts to identify appropriate solutions for carving out the Non-Core Assets from Racova Group without ‘materially disrupting their business and without creating additional financial burden for any of the companies within Racova Group (the “Carve-Out”), NOW THEREFORE, the Parties hereby agree as follows: 1 1d 12 DEFINITIONS AND INTERPRETATION In this MOU the words and expressions in capitals shall have the meanings set forth in the SPAs, unless otherwise defined herein. In this MOU the following words and expressions shall (except where the context otherwise requires) have the following meanings: “Adjustments” means the adjustments to the Aggregate Purchase price described in clause Page 2 0f 1308 August 2015 32, “Aggregate Purchase Price” means the aggregate amount owed in accordance with this MOU as consideration for the transfer of the Non-Core Business and of the Non-Core Companies, as the case may be, namely the amount of EUR 9,800,000 before any ‘Adjustments. “Banca Transilvania Debt” means the outstanding debt of Racova Group of companies to Banca Transilvania SA, respectively the total outstanding amount of RON 40,753,109 owed by MOPAN SA, COMCEREAL SA, AGROCOMPLEX SA and ULEROM SA. “Closing” means the simultancous Closing according to each of the SPAS. “Core Assets” means any assets pertaining to the Racova Group companies which are not used for performing Non-Core Businesses. “Core Companies” means the companies from Racova Group not primarily involved in performing Non-Core Businesses, specifically RACOVA S.A., COMCEREAL SA, AGROCOMPLEX S.A., R-AGRO FALCIU S.A., MOPAN S,A. and ULEROM SA, provided, however that RACOVA S.A. will only be deemed as a core company until the ivestment of the shares it holds in other Core Companies is completed in accordance with this MOU, "Fodder Mill Storage" means the storage facility of approximately 10,000 tonnes owned by AGROCOMPLEX S.A. and attached to the fodder mill in Barlad, which is used for the purposes of operating the fodder mill. “Further Events” means: (a) the dispute between Comcereal and APIA in relation to subsidies for agricultural land for the years 2012, 2013 (generating potential contingent liabilities in total amount RON 12,599,678.74 resulting from the RON 3,51 1,813.04 for 2012, respectively RON 9,087,874.70 lei for 2013) and for the year 2014 (generating potential contingent receivables in amount of RON 18,958,709.18) (the “APIA Dispute”); and (b) the dispute with the Ministry of Agriculture in relation to calamity for year 2008, with a potential cash recovery for Racova Group estimated to amount to approximately EUR 2 million (the “Calamity Dispute”) “Limits of Authority” means, with respect to MOPAN S.A. and RACOVA S.A., the obligation of the members of the respective board of directors appointed by Party 1 and his affiliated persons and of the executive management appointed by such board of directors to refrain from taking any decisions and executing any agreements or transactions relating to (a) any business unrelated to the Non-Core Businesses and (b) any business regarding the Non-Core Businesses exceeding the amount of EUR 20,000, without the express approval in writing of Party 2. “Non-Core Assets” means any assets pertaining to the Racova Group companies which are exclusively used for performing any of the Non-Core Businesses. "Non-Core Businesses" has the meaning set out in the SPAs. “Non-Core Closing Date” means the date designated as such by Party 2 by notice in Page 3 of 13,08 August 2015 24 2.2 ing to Party 1, being the date when the transfer of the Non-Core Assets, ILVAS S.A. and RACOVA S.A. will have been substantially completed. CARVE-OUT MECHANISM The Parties undertake to take, ot, as the case may be, to cause to be taken any and all necessary, required or advisable measures in order to implement the Carve-Out under the terms and conditions and in the order set forth hereunder, as follows: 2Ad Party | shall have taken or, as the case may be, caused to be taken any and all necessary steps for the divestiture of ILVAS S.A. from Racova Group as a result of which ILVAS S.A. shall be entirely divested from Racova Group and owned by Party 1 or by any other Affiliate thereto; in consideration that ILVAS S.A. is still listed on the RASDAQ market, the parties agree that the Core Companies shall grant Party 1, on or around Closing, a right of usufruct on all shares they own in ILVAS S.A. and shall also transfer the ownership right (nuda proprietate) as soon as ILVAS S.A. completes the delisting/deregistration from RASDAQ process. For the avoidance of doubt, the shares of ILVAS S.A. shall be transferred free of the Encumbrances constituted in favour of EFA Dynamic Trade Finance Fund Ltd. (EFA). ‘As soon as practicably possible after Closing, Party 1 shall take all necessary, required and appropriate measures in order for an independent valuation procedure to take place in relation to the Non-Core Assets which shall be subject of the Carve-Out and Party 2 commits to determine the Core Companies to allow and support such independent valuation procedures for the purposes of Carve-Out. Such independent valuation procedure shall be conducted by an independent and authorized ANEVAR expert. The valuation report shall constitute the basis for the price allocation per each of the Non-Core Asset to be transferred, or, if applicable, per each transfer of business to be performed in relation to the Non-Core Assets in the context of the implementation of the Carve-Out. For the avoidance of doubt, such allocation shall provide for the apportionment of the Aggregate Purchase Price per each of the transfers of the Non-Core Assets (as going concern businesses) and/or ILVAS S.A. and RACOVA S.A. to be performed in the context of the Carve-Out but the overall purchase price shall not be changed other than as set out in this MOU. Within a reasonable period of time after the issuance by the independent and authorized ANEVAR expert of the valuation report(s) regarding the Non-Core Assets (as going concern businesses) and/or ILVAS S.A. and RACOVA S.A. and subject to confirming that no adverse tax consequences will arise for the Core Companies as a result of the contemplated transactions (unless such consequences are mitigated through a change of structure or ate assumed by Party 1), the Parties hereby agree to implement any and all necessary transfers of assets and/or transfers of shares, as contemplated in Section 2.2 below, reflecting the allocation of value contemplated under the valuation report(s) ‘The following operations shall be implemented in the context of the Carve-Out: Page 4 of 13,(08 August 2015 23 22.1 222 223 224 all assets, liabilities, contracts, accounts payables, accounts receivables, stocks, intellectual property and other rights and employees regarding the (a) Tarzii cattle farm currently owned by COMCEREAL SA, (b) Badeana and Pogonesti cattle farms; and (c) Barlad fodder mill currently owned by AGROCOMPLEX SA will be transferred to ILVAS SA by way of transfers of business as going concerns: in relation to RACOVA S.A.: iv. Racova Hotel currently owned by Floarea International S.R.L. will be transferred to RACOVA SA, the participations of Racova SA in COMCEREAL S.A. and ULEROM S.A. (ie. 217,630,726 shares in COMCEREAL S.A. (84,353%) and 126,165 shares in ULEROM S.A. (60,9817%)) shall be transferred to Party 2 of to an entity and/or individual elected upon its sole discretion by Party 2, 20,685 shares in ULEROM S.A. (9,981%) owned by Party 1 will be transferred to Party 2, and subsequently to the implementation of operations in points (i) - (iii) under this, clause 2.2.2, the shares held by Party 2 in Racova S.A. as an effect of the Closing and of the consummation of the Transaction under Racova SPA shall be transferred to Party 1, or, as the ease may be, to a third party indicated by Party 1. For the avoidance of doubt, the shares of RACOVA S.A. shall be transferred free of the Encumbrances constituted in favour of EFA Dynamic ‘Trade Finance Fund Lid. (EFA). all assets, liabilities, contracts, accounts payables, accounts receivables, stocks, intellectual property and other rights and employees related to (a) the milling and bakery activity currently owned by MOPAN SA; (b) Tutova mill, Barlad bakery and Barlad retail stores currently owned by AGROCOMPLEX SA; and (c) Vaslui bakery and Vaslui retail stores currently owned by COMCEREAL SA; will be transferred to a new company to be established and indicated by Party 1, by way of transfers of business as going concerns; all assets, liabi ies, contracts, accounts payables, accounts receivables, stocks, intellectual property and other rights and employees related to the winery (wine 1g and vineyards) currently owned by AGROCOMPLEX SA will be transferred to a new company to be established and indicated by Party 1, by way of a transfer of business as a going concern; For the whole period from Closing until the effective transfer of ILVAS S.A., RACOVA S.A. or Non-Core Assets, Party 1: 231 will be entitled to full operational management and administration of the Non-Core Assets and business lines related to Non-Core Assets, directly or through appointed persons; Page 5 of 138 August 2015 24 2.5 232 will be entitled to all production, proceeds and fruits generated by the Non-Core ‘Assets and business lines related to Non-Core Assets, provided that Party 1 shall also take responsibility for the financing of the business and all related liabilities. Party 2 undertakes to inform the new executive management of AGROCOMPLEX S.A. and COMCEREAL S.A. of the provisions of this section 2.3 and require the executive management to implement such provisions in full. ‘The Fodder Mill Storage will be deemed as a Non-Core Asset and will be transferred to ILVAS S.A. A part of the purchase price payable by ILVAS S.A. will be deferred and it will be payable in five annual installments. ILVAS S.A. will simultaneously enter with AGROCOMPLEX S.A. into a five years lease agreement (contract de comodat) whereby AGROCOMPLEX S.A. will have the right to use any excess storage space in the Fodder Mill Storage for the storing grains, The annual lease payments to be made by AGROCOMPLEX S.A. will be equal to the annual purchase price installments payable by ILVAS S.A. Promptly after the transfer of the Fodder Mill Storage, Party 1 will make the necessary investments in order to create a new access point and a new enelosure for the Fodder Mill Storage, so as to separate it operationally from the property owned by the Core Companies and/or Floarea International S.A. For the purposes of operating the cattle farms mentioned above in art. 2.2.1, Party 2 undertakes to determine COMCEREAL S.A. respectively AGROCOMPLEX S.A. to enter into a 2 years production sharing agreement with ILVAS SA having as object the approximately 2000 ha of land leased and operated by COMCEREAL S.A. and AGROCOMPLEX S.A. and currently used for the purposes of cattle farming (i.e. for producing feed-stock for cattle). The production sharing agreement shall provide that the parties will jointly cultivate the relevant land and that ILVAS S.A. will be responsible for cultivating and harvesting the land (including by bearing all the expenses in relation to such activities). ILVAS S.A. shall be entitled to keep half of the production for internal consumption purposes, whereas the other half of the production will belong to COMCEREAL S.A. and AGROCOMPLEX S.A., in proportion with the surface of land made available for cultivation. ILVAS S.A. shall have the option to purchase the production belonging to COMCEREAL S.A. and AGROCOMPLEX S.A. at a fixed price of US$ 200/ha/annum ("Call Option"), whereas COMCEREAL S.A. and AGROCOMPLEX S.A., shall have the option to sell their production to ILVAS S.A. at the same fixed price of US$200/ha/annum ("Put Option"). The Call Option Shall be exercisable once per annum in respect of the current year's production, no later than 31 March, whereas the Put Option shall be exercisable at any time after 31 March. ILVAS shall pay 50% of the fixed price set out above within 5 business days of the exercise of the Call Option or of the Put Option and the remainder in a term of 6 months after the exercise date, but in any event no later than 30 November of the current year. For the avoidance of doubt, any subsidies paid in connection with the relevant land shall remain revenues of COMCEREAL S.A. and AGROCOMPLEX S.A., respectively the rent for the land leased will remain as a separate obligation of COMCEREAL S.A. and AGROCOMPLEX S.A. RELEASE OR TRANSFER OF THIRD PARTY DEBT Page 6 of 13,(8 August 2015, aa 32 33 34 35 41 Party 2 undertakes to negotiate in good faith with Party 1 and Banca Transilvania in order to agree a release of such encumbrances related to Non-Core Assets and Non-Core Companies, as necessary in order to facilitate the transfer of the Banca Transilvania Debt to the new company established by Party 1 for the purposes of taking-over and operating the activity described under clause 2.2.3. above. Unless Party I agrees to take over certain Non-Core Assets, while they are still serving as security for third parties (in which case clause 5.2.3 shall apply), Party 2 undertakes to acquire from the relevant third party creditors (other than Banca Transilvania) the Significant Debt and the obligations to state budget secured with Encumbrances on the Non-Core Assets, as soon as possible following the Closing, for the purposes of transferring such Non-Core Assets to Party 1 or the other entities indicated by Party I pursuant to the provisions of this MOU. With respect to ILVAS S.A. and RACOVA S.A., Party 2 agrees to acquire the Significant Debt of such companies from the third party creditors (other than Banca Transilvania) and to transfer such debt to Party 1 at the time when the Aggregate Purchase Price shall be paid in full. With respect to the debts owed to the state budget, unless Party 1 agroes to take over ILVAS S.A. and RACOVA S.A. with certain debts to the state budget (in which case clause 5.2.3 shall apply), Party 2 shall provide financing to ILVAS S.A. and RACOVA S.A., in the form of shareholder loans and shall transfer such shareholder loans to Party 1 at the time when the Aggregate Purchase Price shall be paid in full. Party 2 undertakes that on o before 30 November 2015, it shall have acquired at least 75% of the Significant Debt referred to in clauses 3.2 and 3.3 above and the balance within 6 months from the date of this MOU. Party 2 agrees to use its best efforts to acquire with priority the Significant Debt relating to the Non-Core Assets of MOPAN S.A. To the extent that Party 1 has the necessary funds to acquire a certain Non-Core Asset and wants to acquire such Non- Core Asset with priority, Party 2 will proceed with the sale and apply such funds towards the release of such Non-Core Asset from the relevant Encumbrances, For the avoidance of doubt, the claim by Ridgewood Advisers shall not be deemed as a debt of RACOVA S.A. that Party 2 would be responsible for and Party 1 assumes full responsibility and will indemnify Party 2 for any adverse consequences on RACOVA S.A. arising from the Ridgewood claim. APIA DISPUTE “The legal procedures already initiated or pending in relation to APIA Dispute will continue or will be initiated by COMCEREAL S.A. with all forms of financial impact and financial implications, positive, negative and costs, being supported by Party 1. Party 1 shall be fully liable, shall hold harmless and shall indemnify Party 2 for any and all Losses incurred by COMCEREAL S.A. arising from the APIA Dispute, including all costs of the dispute, attorneys! fees and expenses, any other claim-related costs, as well as any damages or other amounts paid or payable by the COMCEREAL S.A. in relation to the APIA Dispute. For the avoidance of doubt, in case that the APIA Dispute is lost, the Losses of Party 2 shall be deemed to include all obligations that the court may determine as payable by COMCEREAL S.A. (including, without limitation, the obligation to repay the subsidies collected in respect Page 7 of 13(8 Angust 2015, 42 43 44 5. 52 of the years 2012 and 2013), it being understood and acknowledged that the amount of the uncollected 2014 subsidies that COMCEREAL S.A. may eventually be denied and therefore become unable to recover are not considered Losses. Party 2 agrees and undertakes to determine COMCEREAL SA to extend the current mandate of Voicu & Filipescu SCA so as to initiate one new litigation for recovery of the financing costs paid to Banca Transilvania for the 2014 non-cashed subsidy and any proceeds shall be transferred to Party 1. The provisions of clause 4.1 regarding the indemnification by Party 1 shall apply accordingly. ‘The Parties shall make all efforts and shall cooperate in carrying out all actions and shall sign ‘and deliver all documents that may be required, so that any litigation between APIA and COMCEREAL SA in connection with any subsidies granted prior or on Closing Date, either pending on the Closing Date or started after Closing Date but referring to the period preceding Closing Date, is promptly resolved. For the implementation of art. 4.1. above in relation to the contingent receivables related to the 2012/2013 subsidy, Party 1 undertakes to determine one of the Non-Core Companies or a new Company (a) to issue sufficient contractual guarantees for covering the contingent liabilities related to the 2012/2013 subsidy (in amount of RON 12,599,678.74); (b) to support the payment obligations related to legal fees; (c) to obtain a release letter from Voicu & Pilipescu SCA in relation to such legal fees CONSIDERATION AND COMPENSATIONS In consideration for the transfer of the Non-Core Assets, ILVAS S.A. and RACOVA S.A., Party 1 undertakes to pay to Party 2, or the relevant Core Company effecting the transfer, the Aggregate Purchase Price, no later than 6 months from the Non-Core Closing Date. The allocation of the aggregate Purchase Price per each transfer of assets, or, as the case may be, of business, in the context of the Carve-Out shall be agreed by the Parties based on the conclusions of the valuation report(s) prepared by an ANEVAR expert as indicated under sub-clause 2.1.2 and 2.1.3 above. ‘The Aggregate Purchase Price shall be subject to the following Adjustments: 52.1 a reduction equal to the amount of the Banca Transilvania Debt taken-over by the ILVAS S.A., RACOVA S.A. or the new companies identified by Party 1, without any further recourse to any of the Core Companies, which shall be transferred together with the Non-Core Assets to the Non-Core Companies as part of the Carve-Out implementation, subject to confirmation and approval of such assignment by Banca Transilvania; provided, however, that (a) a structure is identified for this transfer of the Banca Transilvania Debt so as not to create any additional tax liabilities for any Core Companies and (b) the amount of the reduction of the Aggregate Purchase Price on account of the transfer of Banca Transilvania Debt shall under no circumstances ‘exceed the amount of EUR 4.3 million (or a pro-rata portion thereof, in case not all Banca Transilvania Debt is eventually transferred), regardless of the face value of the debt transferred; Page 8 of 13,(08 August 2015, 53 54 55 5.6 22 a reduction equal to the amount of the net trade debt (accounts payable less accounts receivable and stocks) assumed by ILVAS S.A, RACOVA S.A. or other affiliates of Party | in connection with the transfer of the business lines related to Non-Core ‘Assets, provided that the Core Companies will be released from the relevant payment obligations and further provided that such reduction shall not exceed EUR 200,000; 82.3 a reduction equal to the amount of the Significant Debt collateralized by Non-Core Assets in favour of parties not related to Party 2 or EFA (namely Significant Debt or obligations to state budget) and which is not released upon the transfer of the Non- Core Assets to Party | (if'any): and 5.2.4 an increase equal to 50% of the amounts eventually determined as payable to KPMG ‘Advisory S.R.L. in respect of the transactions contemplated herein and in the SPAs in accordance with the sell-side engagement letter with the Racova Group companies, ‘Adrian Porumboiu and Octavian Porumboiu, but up to a maximum amount of EUR 500,000. Afier adjusting the Aggregate Purchase Price under the terms and conditions provided under clause 5.2, and provided that a Further Event takes place and it results in a net cash recovery by one of the Core Companies within 6 monthis from the Non-Core Closing Date, a setoff will be performed to the extent of the amounts effectively recovered by the relevant Core Company. For the avoidance of doubt, net cash recovery in case of the APIA Dispute will be deemed as the positive balance (if any) between the amounts that COMCEREAL S.A. effectively collects in cash and the payment obligations established or confirmed by the court for COMCEREAL S.A. with respect to the APIA Dispute. To the extent that any net cash recovery is realised by one of the Core Companies at a date which is later than 6 months from the Non-Core Closing Date and the Aggregate Purchase Price will have been paid in full at that time, Party 2 will pay Party I an amount equivalent to such net cash recovery. Until such time as the entire Aggregate Purchase Price is paid, Party 2 and/or the relevant Affiliate of Party 2 shall retain mortgages on the Non-Core Assets, except forthose specifically agreed by Party 2 to be released in order to facilitate the transfer of Banca Transilvania Debt. To the extent that the value of the collateral retained by Party 2 exceeds the Aggregate Purchase Price and the value of the APIA losses in accordance with clause 4:4, Party 2 undertakes to release the excess collateral so as to enable Party 1 to raise the necessary financing for providing working capital to the Non-Core Businesses or to finance the payment of the Aggregate Purchase Price “The adjustment and set-off mechanisms setting forth in detail the terms and conditions of any reduction and offsets of payment, as described under this clause 5, including the tentative ‘amounts reflecting the aggregate Purchase Price to be paid in the context of the Carve-Out as of the date of this MOU, shall be agreed by the Parties subject to the conclusions set forth under the valuation report(s) performed by the independent ANEVAR expert, as per clauses 2.1.2 and 2.1.3 and after taking further tax advice By derogation from clause 2.3 of the SPAs, Mr. Adrian Prorumboiu will retain ttle to the receivables in amount of RON 1,649,532 against MOPAN SA. However, the debt will be transferred to a new company to be established by Party 1 as part of the transfer of the Nor Page 9 of 13,(08 August 2015, 57 6. 62 1 Core Business of Mopan S.A and Mopan S.A. will be released from any payment obligations: to Mr. Adrian Porumboiu. If any amounts need to be converted from RON into EUR for the purpose of determining the corresponding price and/or of any offsets performed in the context of the Carve-Out, they shall be converted at the official exchange rate published by the National Bank of Romania on the Business Day preceding the relevant signing date on each of the documents contemplating the implementation of the operations part of the Carve-Out. ANNOUNCEMENTS Subject to clause 6.2, no Party or its Affiliates may, before 6 months from Non-Core Closing Date, make or issue a public announcement or communication concerning the transactions referred to in this MOU and the SPAs unless it has first obtained the other Parties’ written consent. The Parties shall ensure that their respective advisers also observe this obligation. Clause 6.1. does not apply to a public announcement or communication: 62.1 made or issued by either Party or its Affiliates to a customer, client or supplier; 622 required by law, or by a governmental authority or other authority with relevant powers to which that Party is subject to, IMPLEMENTATION AGREEMENTS ‘The Parties acknowledge that the discussions regarding the Carve-Out are not finalized, they being subject to valuation and tax advice, and that the provisions of this MOU will require the negotiation of detailed implementation agreements. The parties agree that, promptly upon receiving the valuation reports, they will negotiate with a view to agreeing a master transfer agreement reflecting (to the extent permitted by law and without creating additional tax liabilities for any of the Parties and their respective Affiliates) the principles set out in this MOU. INDEMNIFICATION ‘The Guarantor agrees to indemnify Party | by paying a penalty of EUR 2,000,000 in case, during the 6 months following the date of this MOU, Party 2 or its relevant affiliates: 8.1.1 ~ sells or transfers ILVAS S.A., RACOVA S.A. or Non-Core Assets to any person other than Party I or a person nominated by Party 15, 8.1.2 - terminates without cause the position of the current members of the board of directors and the executive management of Mopan S.A., of any executive managers of the business lines related to the Non-Core Assets operated by the Core Companies, provided that the failure by any person in the board of directors andor the executive ‘management to observe the Limits of Authority shall entitle Party 1 or its relevant ‘Affiliates to terminate such person and such termination shall be deemed "with cause” for the purposes of this clause; and Page 10 of 13,08 August 2015, 8.2 83 10 il wa M2 8.1.3 ~ initiates insolvency or bankruptcy proceedings against any of ILVAS S.A, RACOVA S.A. or of the Non-Core Companies, Party 1 shall indemnify and hold Party 2 harmless against any Losses caused by any breach of the Limits of Authority by any of the current members of the board of directors and the executive management of Mopan S.A. and RACOVA S.A., or any executive managers of the business lines related to the Non-Core Assets operated by the Core Companies. In particular, Party 1 agrees to cause the members of the board of directors and the executive management to report, on a daily basis, to a representative appointed by Party 2 all contracts (or other documents creating liabilities) proposed to be entered into and to refrain from signing such agreements or documents, to the extent that they do not relate to the Non-Core Business or, if they are in connection with the Non-Core Business, to the extent that they exceed a value of EUR 20,000, without the express approval of such representative of Party 2. Any breach of this obligation by the board of directors and/or the executive management shall result in an obligation of Party 1 to pay a penalty of EUR 2,000,000. Party | shall indemnify and hold Party 2 harmless against any Losses caused by any possible rejection by APIA of the application by COMCEREAL S.A. for farming subsidies regarding the year 2015, unless such rejection is justified by an action occurring after the date of this MOU. GOVERNING LAW This MOU and any contractual or non-contractual obligations arising out of or in connection to it shall be governed by and construed in accordance with the laws of Romania, without giving effect to any choice of law or conflict of law provision or rule (of any jurisdiction) that ‘would cause the application of the laws of any other jurisdiction, DISPUTE RESOLUTION All disputes arising out of or in connection with this MOU shall be finally settled by the Romanian competent courts, located in Bucharest. COUNTERPARTS AND LANGUAGE This MOU shall be executed in 3 (three) English originals, all of which together shall constitute one and the same agreement, ‘The English originals shall prevail over any translation of this MOU, in any other language. Each Party and the Guarantor is entering into this MOU in its own name and on its own bchalf on the basis of its own analysis (or, where applicable, supported by its advisors) and fully understands and agrees to its rights and obligations (including the risks associated therewith) under this MOU. Each clause of this MOU has been carefully read and negotiated (if and as deemed relevant by each Party and the Guarantor) in order to be fully acceptable to the respective Party and the Guarantor and each clause of this MOU, including, without limitation, clauses in relation to choice of applicable law and jurisdiction, is hereby expressly agreed and accepted by each Party and the Guarantor. Page 11 of 13,(08 August 2015 Each individual signing this MOU for a Party and which is a legal entity represents and warrants to the other Parties to have the full power to execute this MOU and bind the relevant Party to it. IN WITNESS whereof, this legally binding MOU, in its entirety, has been fully negotiated, accepted, agreed and executed by the Parties hereto as at its signing date. [SIGNATURE PAGE FOLLOWS IMMEDIATELY) Page 12 of 131s Agus 2015, MR ADRIAN PORUMBOIU: Signatur» On behalf of DELTA COMMODITY AND. FINANCIAL SERVICES (DCFS) S.A. Signature: Name: Mr Rodion Musinschi Title: Attorney-in-fact Mr Vaja Jhashi Signature: Page 13 of 13,