This Mine Development Agreement (“Agreement”) is entered into on this 6 day of February 2015 at Bishkek by and between: M/s DREZA LLC, a company incorporated under the [Companies Act of Kyrgyzstan] having corporate identification number 56806-3301-000-24336839, having its office at Kyrgyzstan Republic, Bishkek City, Street Cholpon ~ ATA House Number ¥, through Mr. Kamchibek Ukuev, General Director who holds 40% of M/s Drezza LLC and who has full authority and rights to enter into this Agreement on behalf of M/s Drezza LLC (hereinafter referred to as DREZA) which expression shall unless repugnant to the context or subject thereof include its successors and permitted assigns of the FIRST PART. AND M/s DIETER Enerji Mineral Resources LLC, Leninskiy district, Simferopolskiy lane, 69 A, Bishkek City, Kyrgyz Republic a company incorporated under the [Companies Act of Kyrgyzstan] having corporate identification number [insert], having its registered office at [insert] through its Authorised Signatory Mr. Viney Shandilya, (hereinafter referred to as DIETER) which expression shall unless repugnant to the context or subject thereof include its, successors and permitted assigns of the SECOND PART. Each of Drezza and DIETER are individually referred to as Party and collectively as Parties. ‘WHEREAS, A. DREZA is a limited liability company incorporated under the Kyrgyzstan Companies ‘Act and is inter alia, engaged in the business of Mining Development, Processing of Gypsum Materials B. DIETER is a limited liability company incorporated under the Kyrgyzstan Companies Act and is inter alia, engaged in the business of mining gypsum and manufacturing various products including Plaster of Paris. C. DREZA has been allotted a mining lease dated 22.02.2007 by the Government of Kyrgyzstan with validity up to 22.05.2026 where under DREZZA has been given permission Licence Agreement No. 3 dated 09-12-2010 subject to terms and conditions stated therein (copy of license attached). D. _ DREZA has represented to DIETER that it is already running the Gypsum Mine and further that the total minimum available gypsum in the Gypsum Mine as on the date of this Agreement are 2.61 million metric tonnes. E. _ DREZA is the owner of the licence for Gypsum Excavation & Mining activities and DREZA has invited “Dieter” as “Investor” for introducing investment, innovation, modern technology and all operational equipment for Gypsum excavation and mining only to “Dieter” and “DREZA” is bound not to give these tasks to any other a PIETER has agreed to take the in this Agreement.F. The Parties, being desirous of setting forth the terms and conditions governing the exclusive mining, operation, production and marketing rights of the Gypsum Mine and other matters incidental thereto, have decided to enter into this Agreement. NOW THEREFORE, in consideration of the promises contained herein, and the following mutual covenants and conditions and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:- 1, DEFINITIONS AND INTERPRETATION 1.1 DEFINITIONS ‘The capitalized terms used in this Agreement shall have the following meanings: 1.1.1 “Agreed Form” means a document in a form agreed to by the Parties as initialled by the Parties and forming an annexure to this Agreement; 1.1.2. “Applicable Laws” means all laws in force and effect as of the date hereof and which may be promulgated or brought into force and effect hereinafter in Kyrgyzstan including any revisions, amendments or re-enactments including without limitation rules, regulations and notifications made thereunder; 1.1.3 “Effective Date” has the meaning set forth in the Preamble 1.1.4 “Encumbrance” means any mortgage, pledge, equitable interest, assignment by way of security, hypothecation, charge, lien, option, commitment, right of first refusal, right of pre-emption, third-party right or interest, restriction or limitation of any nature whatsoever, or any other encumbrance or security interest of any kind, or another type of preferential arrangement having similar effect; 1.1.5 “Day” means a calendar business day in the State of Kyrgyzstan. 1.1.6 “Good Industry Practice” means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected to be applied by a skilled and experienced person engaged in the mining industry. 1.1.7 “Government Authority” shall mean any government authority, statutory authority, regulatory authority, government department, agency, commission, board, tribunal or court of law or other law, rule or regulation making entity having or purporting to have jurisdiction on behalf of the Government of Kyrgyzstan or the State/Provincial Governments of Kyrgyzstan; mineral allotted to ining lease dated validity up to “Gypsum Mine” means the mine119 1.1.10 tee 1.1.12 1.1.13 LL LLIS 1.1.16 22.05.2026 where under DREZZA has been given permission Licence Agreement No. 3 dated 09-12-2010 subject to terms and conditions stated therein (copy of the license attached) “MT” means Metric Tonne(s). “Mineral(s)” means Gypsum, gypsum powder and / or any commercial material that may be found in the Mining Area. lining Area” means the area specifically delineated in Annex A-1 of this Agreement which details the exact location of the Gypsum Mine. “Mining Lease” means the mining lease executed between the Government of Kyrgyzstan and Dreza dated 22.02.2007 by the Government of Kyrgyzstan with validity up to 22.05.2026 where under DREZZA has been given permission Licecnce Agreement No. 3 dated 09- 12-2010 in respect of the Mining Area, “Person” shall mean any natural, artificial or juristic person, limited or unlimited liability company, registered or unregistered firm, corporations, association of persons whether incorporated or not; “Project” means the factory and/or installations to be set up by DIETER for conducting the Mining Operations and for manufacturing gypsum material. “Purchase Agreement” means the purchase agreement to be entered into between the Parties; “Third Party” means an individual, person, sole proprietor, registered society, trust, partnership, firm, limited liability partnership, company, corporation or legal entity other than the Parties. 12 RETATION 12.1 1.22 1.23 words importing persons or parties shall include firms and corporations and any organizations having legal capacity; words importing the singular include the plural and vice versa where the context so requires; A reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinated legislation issued under, that legislation or legislative provision as amended from time to time;125 1.2.6 127) 1.28 12.9 reference to the words “include” or “including” shall be construed without limitation; the headings and titles in this Agreement are indicative only and shall not be deemed a part thereof, or be taken into consideration in the interpretation or construction hereof, Preamble, Recitals, Annexures and Schedules to this Agreement shall be construed to be an integral part of this Agreement; A reference to a day, month or year is relevantly to a calendar day, calendar month or calendar year; No rule of construction is to apply to the disadvantage of a Party on the basis that that Party drafted the whole or any part of this Agreement 2. MINING OPERATIONS 2.1 DREZA hereby grants to DIETER full and complete access to the Mining Area subject to Applicable Law and the terms of this Agreement, including the rights to: 211 2412 2.13 214 215 2.1.6 aT Make all necessary excavations to mine the Gypsum deposits and if necessary, to re-work mine tailings and dumped materials; Construct all plant, machinery, buildings, workshops, pipelines and other production facilities which are necessary or convenient for Mining Operations; Adjust production schedules, operating rates and manpower levels as necessary and prudent to respond to temporary operating conditions according to Good Industry Practice; Stockpile products or dump any waste products of mining or gypsum processing operations, including tailings; ‘Take and use water from waterways, wells and bores, to lay water pipes, to make water races and ponds, dams and reservoirs, and to divert and use any water necessary for the Project; Construct and maintain all transportation and telecommunication facilities and conveniences and such other areas to be necessary or convenient to conduct Mining Operations; Construct and maintain houses, buildings, amenities and incidental facilities for the use of the Company, its contractors, agents and their2.1.8 Conduct all other Mining Operations as are necessary or convenient to carry out DIETER’ rights and obligations under this Agreement and engage in all other activities as are reasonably necessary or convenient to carry out the Project consistent with Good Industry Practice; and 2.1.9 Market, sell and export of Gypsum within the State and internationally in its own name. 3. TERM 3.1 This Agreement shall remain valid till 22.05.2026 or till 2.61 million MT of gypsum has been mined, whichever is later. 3.2 In case by 22.05.2026 entire gypsum has not been mined, then DREZA will take necessary steps to renew the Mining Lease. 4. ROYALTY 4.1 DIETER will pay a quantity based royalty to DREZA on the basis of actual Raw Gypsum and gypsum powder sold. 4.2 The royalty will be equivalent to 5% of the sales price of (before tax and packing) of raw gypsum and gypsum powder. & PAYMENTS AND EXCHANGE RATES Unless otherwise specified in this Agreement, payments to DREZA may be made in US dollars (“USD”) or Kyrgyz SOM. 6. TRADEMARK 6.1 DREZA expressly allows DIETER to use a part of its trade name - Dreza as a brand of DIETER and allows DIETER to register the said name as a trade mark of DIETER and further that DREZA shall have no claim against DIETER of whatsoever nature in relation to use the said trade name including but not limited to claiming goodwill. 6.2 Parties shall enter into an agreement in this regard detailing the terms and conditions for use of a part of the trade name of DREZA by DIETER. 7. AVAILABILITY OF EXISTING INFRASTRUCTURE, The Parties to this Agreement may, instead of providing for construction of new infrastructure needed for the Mining Operations, agree upon reasonable terms and conditions for use of existing infrastructure, if any. 8. ACCESS TO INFRASTRUCTURE nt commercially feasible, DIETER shalyf Finfrastructure (including the infrastruc liswater, potable water, communications, and roads and transportation) in ways that facilitates its shared use by others and its contribution to the sustainable social and economic development of the area in which it is located. 9. OBLIGATIONS OF DIETER 9.1 DIETER shall introduce sufficient technical, commercial and financial resources to undertake Mining Operations and production of Gypsum Powder 9.2 DIETER shall ensure that the Mining Operations shall be carried out in accordance with the Applicable Law of Republic of Kyrgyzstan and license agreement of Dreza. 10. OBLIGATIONS OF DREZA 10.1 DREZA undertakes to purchase a minimum of 2000 MT of gypsum material per month at a price of USD 110.70 pet MT or an equivalent amount in Kyrgyz SOM which amount is calculated as per the following formula: RMP ~ (RMP-36%) = Sale Price of gypsum material by DIETER to DREZA. RMP= Retail Market Price of gypsum material at Bishkek at the start of each calendar month. For determining the RMP, representatives of both Parties at the start of each calendar month shall visit 5 random shops at Bishkek and the average price of the price quoted by the said 5 shops for per MT of gypsum material shall be the RMP for the said month ‘The basis for calculating the Sale Price of USD 110.70 per MT is as follows: RMP= USD 173 per MT. ‘Therefore as per formula 173-(173-36%) = USD 110.70 10.2. Parties shall enter into a Purchase Agreement in this regard which will set forth the terms and conditions of the said sale and purchase of gypsum by DREZA from DIETER. 10.3 DREZA will provide full access for operational activities at the mine site clear of all taxes and dues, and undertake any other incidental activity required to carry on the production at the Mining Area and will ensure timely payment of all taxes/fees/levies/dues etc. linked with licence during the term of this Mining Lease. 10.4 DREZA shall ensure all local liasoning activities relating to Government Authorities or any non-governmental entity required for carrying out the activities including tackling the local community problems. DRBZA shall arrange all the bonds, g s) permissions or any other doc performanceiu. 10.6 10.7 10.8 10.9 10.10 executed and submitted to the Government Authority for carrying out the Mining Operations throughout the term of this Agreement. DREZA shall provide all necessary support to DIETER for facilitating Mining Operations including arranging explosive licence, local arrangements, solving problems arising with the local community, unions, people, ete. DREZA shall arrange electricity and all related permissions and licences relating to electricity arrangements from all related authorities for arranging electricity upto the Mining Area for conducting Mining Operations. In this regard all costs related to providing electricity will be borne by DIETER. DREZA shall provide DIETER the explosive material for conducting the Mining Operations and all related permissions and licences relating to use of explosives from Government Authorities. All costs incurred in relation to the actual use of explosives shall be borne by DIETER. It is however, clarified that costs incurred towards securing permissions and licences shall be the sole responsibility of DREZA. ‘All Government dues of whatsoever nature in respect of the License will be paid by Dreza. All permissions of whatsoever nature required for condueting Mining Operations shall be obtained by DREZA in the name of DIETER. REPRESENTATIONS AND WARRANTIES Md 2 Each Party warrants to cach other Party that at the date of this Agreement it has full power and lawful authority to execute and deliver this Agreement and to perform its obligations under this Agreement. Except as expressly stated in this Agreement, no representation, inducement or warranty was, prior to the execution of this Agreement, given or made by one of the Parties hereto with the intent of inducing the other Party to enter into this Agreement, and any representations, inducements or warranties that may have been so given are hereby denied and negated. DREZA represents and warrants that: 11.2.1 the information provided by it to DIETER in the form of reports and/or statements as regards the Gypsum Mine including but not limited to its functioning, availability of gypsum, quality of gypsum and as to the general nature of the mine and the gypsum are true and correct. 11.2.2 There is sufficient market for selling gypsum material locally in Kyrgyzstan to achieve the required targets and realisation of payments from buyers.13, 14. 11.24 All Governmental permissions/approvals of whatsoever nature pertaining to the Gypsum Mine to carry out the Mining Operations are valid and shall remain in force during the entire term of this Agreement. In case, any of such permission/approvals expire then, DREZA shall take immediate steps to renew the same. 12, SECURITY As dieter will be investing in the Gypsum Project, as a security to this /estment, Dreza is guaranteeing that they will not sell the mine site or transfer its rights to any other company during continuation of this agreement without written consent of Dieter and in case of sale or transfer of mine site, Dreza will ensure that the same agreement continues with new owner. NO ASSIGNMENT BY DREZA DREZA shall not transfer or assign its rights or obligations in this Agreement or create or permit to be created any Encumbrance or claim on its rights in this Agreement. FORCE MAJEURE 14.1 Subject to Clause 14 of this Agreement each Party shall be exempt from compliance with its obligations under this Agreement, except the obligation to pay money, and any period in which it must perform an obligation or exercise a right shall be extended, to the extent that, and for so long as, such compliance is hindered ot prevented by the occurrence of an event of Force Majeure. 14.2 _A Party asserting Force Majeure shall exercise commercially reasonable efforts to eliminate the event of Force Majeure and shall give prompt Notice to the other Parties within a reasonable period after it becomes aware of the event that constitutes the event of Force Majeure. 143 “Force Majeure” shall mean any event or circumstance beyond the reasonable control of the Party asserting Force Majeure, that prevents or delays such Party from fulfilling its obligations or exercising its rights under this Agreement. Such events of Force Majeure shall include: fire, flood, explosion, atmospheric disturbance, lightning, storm, volcanic eruptions, hurricane, tornado, earthquake, landslide or epidemic, war, riot, civil war, blockade, insurrection or civil disturbances, acts of terrorism, strike, lockout or other industrial disturbances, an act of government, including, the issuance or promulgation by a governmental body or entity having jurisdiction, or any court of an order, law, statute, ordinance, rule, regulation or directive, that directly affects the ability of a Party to perform any obligation under this Agreement, othe than th LE, tnfons15.1 DIETER shall be exempt from compliance with its obligations under this ‘Agreement, during any period in which such compliance is made uneconomic by Economic Hardship. Any period of time in which DIETER must exercise any right or perform any obligation shall be extended for a period equal to the duration of the Economic Hardship. If DIETER asserts the existence of Economic Hardship, it shall give prompt Notice to DREZA of the circumstances constituting Economic Hardship. Further, during the term the Economic Hardship exists, DIETER shall have no obligation to pay any Royalty to Dreza. In case the Economic Hardship continues for a period which in the estimation of DIETER is likely to have adverse impact on it, then DIETER has the exclusive right to terminate this Agreement without any consequences. In the vent of such a termination, Dreza expressly waives its rights to seek/claim any compensation or damages that may have caused to it. 15.2. “Economic Hardship” shall mean economic conditions of the market that materially and adversely affect actual or planned Mining Operations 16. DISPUTE RESOLUTION. 16.1 NEG |ON In the event of any dispute or difference whatsoever arising out of or in relation to this Agreement or the interpretation or implementation of any Clause or provision of this Agreement, or relating to the termination hereof, then such dispute or difference (hereinafter referred to as a “Dispute”) shall in the first instance prior to submitting any Dispute to mediation or arbitration, the Parties shall attempt in good faith promptly to resolve any Dispute by negotiations between or among their executive officers, as appropriate. The Disputing Party shall give the other Party Notice of the Dispute. The executive officers shall meet at a mutually acceptable time and place within thirty (30) Days after the date of the Disputing Party’s Notice and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute. Nothing in this Clause shall be deemed to limit a Party’s right to submit a Dispute to mediation or arbitration as herein provided if the Dispute has not been resolved to its satisfaction no later than forty-five (45) Days after Notice of the Dispute has been given by a Party. 16.2 ARBITRATION In the event that the Parties are unable to amicably resolve the Dispute as referred to in Clause 18.1 above within a period of 30 (thirty) days, then such Dispute shall be referred to arbitration. Both the parties will appoint one arbitrator each and they will appoint a third arbitrator to preside . The arbitration shall be held in Bishkek City of Kyrgyz Republic.171 DIETER may terminate this Agreement without any liability and without prejudice to any other rights it may have, if DREZA commits a material breach of the fundamental provisions of this Agreement and /or its representations, warranties and / or undertakings are found to be false/incorrect.. 17.2. Provided that before terminating the Agreement under Clause 20.1, DIETER shall issue a Notice to remedy the alleged breaches to DREZA and in case DREZA fails or neglects to diligently and consistently pursues a course of action that is reasonably intended to remedy that breach within sixty (60) Days (or a longer period as may be agreed), DIETER shall be entitled to terminate this Agreement without any further notice. 17.3 Subject to Clause 14 in addition and without prejudice to Clauses 20.1 and 20.2 above, DIETER shall be entitled to terminate the Agreement forthwith and without any liability if: 17.3.1 Mining Operations are not economically viable; 17.3.2 There is no mineable Gypsum in the Gypsum Mine. 173.3 Mining Operations are not economically, commercially or technically feasible. 17.3.4 DIETER is facing regular problems from the local populace, which despite best efforts of the Parties are not resolved. 18. NOTICE 18.1 All notices to be made or given by a Party hereunder (each, a “Notice”) shall be in writing and delivered: To DREZA]: Kyrgyzstan Republic, Bishkek City, Street Cholpon - ATA House Number ¥%4, To DIETER 18.2 Change of Address A Party may change its address by Notice to the other Party. 183 Delivery Methods All Notices shall be given: By personal delivery (including courier), which shall be deemed to have been delivered on the day on which it shall have been delivered to an apparently responsible person at the address listed; eS ‘es19. 20. 21, 22. By electronic transmission, signed by the sender and marked for the attention of the person identified above, with a hard copy mailed to the address above. 18.4 Effective Time of Delivery All Notices shall be effective and shall be deemed received on the date of personal delivery or delivery by registered mail at the address of the addressee established Pursuant to this Agreement, if delivered during normal business hours on any Day, and if not delivered during normal business hours, on the next business Day following delivery. A Notice given by electronic transmission shall be deemed received on the next business Day following the date of transmission. ENTIRE AGREEMENT This Agreement and the documents referred to within, contain the entire understanding and agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings as between the Parties including the agreement dated 04.07.2014 executed between Dreza and Dieter Energy and resources Private Limited, except where noted herein, All annexures and schedules and exhibits to this Agreement are incorporated by reference and form part of this Agreement. RELATIONSHIP OF PARTIES Nothing in this Agreement will be construed as constituting or evidencing any partnership, contract of employment or joint venture of any kind between the Parties or as authorizing either Party to act as agent for the other. SURVIVAL OF CERTAIN PROVISIONS Notwithstanding termination of this Agreement by either Party or for any reason, including a termination due to a finding that this Agreement or a portion thereof is void, invalid, or unenforceable, Clauses 4,5,8,11,12,13,14,16,17 and 18 and any other Clause which by its very nature shall survive such termination and shall remain effective as to any matters which are the subject of this Agreement or which arise out of, in relation to or in connection with this Agreement. Moreover, any such termination shall be without prejudice to rights, duties and obligations that have accrued prior to termination and, notwithstanding such termination, such provisions of this Agreement as are reasonably necessary for the full enjoyment and enforcement of such rights, duties and obligations shall survive such termination for the period necessary. AMENDMENT This Agreement shall not be amended, modified, or supplemented except by an instrument in writing signed by the Parties. Any purported a ent, modification25. 26. 21. 28. SEVERABILITY The provisions of this Agreement shall be separate and severable each from the other to the extent that if any portion or any one provision or portion thereof is held to be inoperative or unenforceable in any jurisdiction then the remainder of this Agreement shall remain binding upon and enforceable by the Parties hereto in that jurisdiction and shall be construed as if the Agreement had been executed without such inoperative or unenforceable provision or portion thereof, provided that the provision or portion so severed shall not materially affect the remainder of this Agreement. NO WAIVER The failure or neglect at any time of the Parties hereto to enforce any of the terms or conditions, or any right, duty or obligation, or exercise of any option under this Contract will in no manner be construed as a waiver of such terms, conditions, rights, duties, obligations and/or options, or in any way to affect the validity and/or enforceability of this Contract, nor shall any single or partial exercise of such right or remedy preclude any further exercise thereof in this Agreement. INDEMNIFICATION Any breach by a Party to this Agreement of any obligation provided for in this Agreement, shall entitle the Party aggrieved by the breach to be indemnified by the defaulting Party in an amount equal to the damage suffered by the aggrieved Party, Any Party, in the event of such breach, may retain as a set-off any amounts it owes to the Party in breach of Taxes and Duties or for any other purpose, including any ‘amounts collected or withheld from third parties for the other Party pursuant to any Applicable Law or agreement. GOVERNING LANGUAGE This Agreement will be provided and executed in the Russian and English languages, with each Party retaining one copy in each language and the Parties agree that in the event of any dispute in the interpretation of this Agreement, the English version shall prevail. FURTHER ACTS ‘The Parties shall execute such documents and do and perform such acts that lie within their power and are necessary to give full effect to, and to give each other the full benefit of, this Agreement. DUPLICATE ORIGINALS be:necessary in making proof of this Agrod@ Por account for riginal. x _29, )D FAITH ‘The Parties to this Agreement shall have a simple obligation to act in good faith in all matters related to this Agreement. IN WITNESS WHEREOF, the Parties hereto have signed, sealed, executed and delivered this Contract on the day, date, month and year first above written Authorised Signatory, M/s Dieter Enerji Mineral resources LLC 06/02/21 Page 13 of 13