PRECIOUS METALS TRADING AGREEMENT This agreement is made on Between: Dijllah Jewellery FZCO (Hereafter referred to as DJFZ) And “Insert name of Customer” (Hereafter referred to as “The Customer”) And is subject to the following terms and conditions as set out below. This Agreement, which incorporates DJFZ’s standard terms of business, governs all transactions relating to Precious Metals Transactions, in as much as they support the hedging of physical precious metals (each a “Transaction”) between DJFZ and the Customer. This Agreement and the terms and conditions contained therein and the Annexes attached to this Agreement supersede and replace the terms of any previous written agreement between DJFZ and the Customer. 1) a) b) Customer’s Declaration and Experience Unless it states specifically and to the contrary, The Customer hereby warrants and represents that the Precious Metals and Related Accounts provided by DJFZ to the Customer are to be used for the sole purposes of physical bullion trading and, or, the hedging of physical inventory and any such accounts are not being used for speculative financial trading activities. The Customer warrants and represents that it enters into each Transaction in reliance only upon its own judgment. The Customer acknowledges and understands that DJFZ does not provide advice as to whether or not the Customer should enter into any Transaction. The Customer should not regard any views or opinions given by DJFZ’s employees or representatives as being investment or trading advice. DJFZ shall have no liability whatsoever for any view or opinion expressed to the Customer by DJFZ’s employees or representatives regardless of whether such views or opinions are expressed at the specific request of the Customer. 2) a) Initial Positive Account Balance before Trading Prior to executing any Transactions under this Agreement the Customer will, unless otherwise agreed with DJFZ, make an Initial Down Payment to DJFZ of cash and, or, other assets which may be acceptable at DJFZ’s sole discretion, in order to establish a positive Account Balance in favor of DJFZ before the Customer enters into a Transaction. DJFZ may accept or refuse any cash or non-‐cash assets at its sole discretion and these may be subject to whatever additional documentation and other arrangements as may be required from time to time. 3) a) Account Interest At its sole discretion DJFZ may pay Interest to the Customer on Accounts held at DJFZ, and DJFZ may require the Customer to pay Account Interest to DJFZ. For the sake of clarity, any Account Interest shall accrue on a daily basis and be capitalized by DJFZ and credited to or debited from the relevant Account Balance on a monthly basis, or at an alternative and mutually agreed period. Interest may DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 1 also be charged by DJFZ on any overdue sums due to DJFZ and such interest may be debited as Account Interest. b) DJFZ understands that some clients for cultural and, or, religious reasons may request that Accounts held at DJFZ are to be Non-‐Interest Bearing and DJFZ may at its sole discretion agree to such a request. However such agreement by DJFZ shall not mean that the Customer’s Accounts held at DJFZ will be free of charges that may apply from time to time. 4) a) b) c) Account Maintenance Provisions An Initial Down Payment Percentage is set by DJFZ at its sole discretion and is set out in Annex No. 1. The Customer may at any time request from DJFZ a schedule of the Initial Down Payment Percentage applicable at that time. The Customer may not open a new position unless, immediately thereafter, the Customer Equity will be at least equal to the aggregate of the Initial Down Payment Percentage required to cover all open positions. For the sake of clarity, this may require the Customer to make additional Down Payments to support existing open positions even though the Customer’s Equity has not fallen below the Call Level. In the event that the Customer Equity should fall below the Call Level, DJFZ may, but is not be obliged to, request the Customer to provide additional Down Payments to the extent that is required to make the Customer Equity equal to the Required Initial Down Payment Percentage. Such payments must be provided to DJFZ in cash and in cleared funds by close of business for transactions in the relevant currency on the Business Day following DJFZ making such a request. Receipt of such payments will only be confirmed when funds have been received in the Customer’s account held at DJFZ, however DJFZ may at its sole discretion accept an authenticated bank payment order as proof of payment. In certain circumstances, the Down Payment may be provided in the form of other assets acceptable to DJFZ at its sole discretion on such terms as to timing and delivery as may be agreed. In the event that the Customer Equity falls below the Close-‐Out Level DJFZ is entitled, but not obliged, to take whatsoever action it considers appropriate in order to protect its interests. Such actions may include, but will not be limited to, the Close-‐Out of Transactions, and DJFZ may apply any Account Balances towards any amount due to it. In relation to a Close Out: i) DJFZ shall, as circumstances permit, use all reasonable endeavors to notify the Customer of DJFZ’s intention to Close Out all or any open positions provided that nothing in this Clause 4.c shall affect DJFZ’s right to Close Out pursuant to Clauses 5.f and/or 14.a.ii. ii) It is in the Customer’s best interest to make suitable prior arrangements with DJFZ if the Customer anticipates that it may not be reached at the usual contact number(s) or place of business at any given period of time. DJFZ shall not be responsible or liable for any losses or expenses whatsoever incurred by the Customer as a result of DJFZ’s failure to contact the Customer. iii) DJFZ may Close Out all or any open positions to such extent and on such terms and at such time as DJFZ may in its sole discretion deem fit using the prevailing market rates for the relevant Precious Metals Transactions. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 2 d) e) Without prejudice to the foregoing and for the avoidance of doubt, the Customer may apply to DJFZ to reduce the open Precious Metals and related Account Balances at any time in such a way as not to breach any other provisions of this Agreement. Such request shall not be unreasonably refused by DJFZ. On the termination or expiry of this Agreement DJFZ shall return any Account Balances due to the Customer. The levels of Customer Equity and required Down Payments will be monitored systematically and all open positions in Precious Metals will be revalued at the prevailing market prices on a real time basis. For such purposes, Customer Equity and Required Down Payments shall be calculated with reference to the aggregate open positions for all Precious Metals held with DJFZ at any given time. 5) a) Rights of DJFZ – Account Balances, Assets and Security In consideration of DJFZ agreeing to open and to continue to maintain accounts in the name of the Customer, and to the fullest extent permitted by law The Customer hereby: i)
ii) As beneficial owner pledges, charges by way of first fixed charge, assigns and releases to DJFZ all Account Balances and all right, title and interest of the Customer whatsoever present and future therein and thereto until the Indebtedness has been unconditionally and irrevocably paid and discharged in full; and Authorizes DJFZ, in addition to DJFZ’s rights of set-‐off, combination and consolidation of any Account Balance, lien or other right which it may at any time be entitled to, whether by operation of law, contract or otherwise at any time and without prior notice to: (1) Apply all or any part of the cash comprising the Account Balances, and to sell, liquidate, realize or otherwise dispose of all or any non-‐cash assets comprising the Account Balances and apply the net proceeds from sale or disposal. (2) Apply any other credit balance (whether or not then due, matured or otherwise payable) to which the Customer is at any time beneficially entitled (whether solely or jointly with any other person) on any account maintained with DJFZ; and (3) Apply any other amount whatsoever which may now or at any time hereafter be owing by DJFZ to the Customer, whether or not in the same currency as the Indebtedness, in or towards satisfaction of the Indebtedness; and iii) Agrees and acknowledges that any cash (and any other asset not yet sold, liquidated, realized or otherwise disposed of in accordance with Clause 5.a.ii) comprising the Account Balances shall not be repayable or returnable to the Customer or any other person unless and until such time as the Indebtedness has been unconditionally and irrevocably paid and discharged in full. iv) Agrees that the Customer may not withdraw or substitute security without the prior consent of DJFZ. v) Agrees that the Customer will not create or purport to create any security or similar interest in favor of any other party over the Account Balances. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 3 b) c) d) e) f) g) h) i) The rights of DJFZ under Clauses 5.a.ii, 5.a.iii, 5.a.iv, are separate and independent rights enforceable by DJFZ against the Customer or any other person notwithstanding and without prejudice to any other rights or the effectiveness thereof. The assets comprising the Account Balances will be held by DJFZ provided that, at the sole discretion of DJFZ exercisable by notice to the Customer, such assets or any part thereof may be held in one or more of DJFZ’s offices and, or, to the order of DJFZ with any bank or financial institution or custodian selected by DJFZ. The security provided by the Customer under Clause 5.a. will be held by DJFZ as a continuing security for the payment of the Indebtedness. It will not be satisfied by any intermediate payment or satisfaction of any part of the Indebtedness, will be in addition to and will not in any way be prejudiced or affected by and may be enforced despite any other collateral or security now or hereafter held by or on behalf of DJFZ. Any restriction on the right of consolidating security shall not apply to such security. Without prejudice to its rights under Clause 5.a., DJFZ is entitled at its absolute discretion at any time, without notice to, and at the risk of the Customer, to convert any currency into another at the Exchange Rate for the purpose of applying the relevant amount in or towards satisfaction of the Indebtedness. If at any time, in the reasonable opinion of DJFZ, the circumstances affecting the Precious Metals markets concerned are such that a substantial loss is likely to be incurred by the Customer with respect to all or any open position(s) at that time, DJFZ is entitled, but not obliged, to Close Out all or such open position(s) to such extent at any time and in such manner as DJFZ shall at its sole and absolute discretion deem fit in order to minimize the loss which may be incurred by the Customer. The Customer hereby irrevocably and by way of security for its obligations under this Agreement appoints DJFZ and its officers as the attorney of the Customer and in its name and on its behalf and as its acts and deeds to effect any Transaction and to do or execute all such deeds, assurances, agreements, instruments, notices, acts and things which may be lawfully required to give full effect to this Agreement. The Customer hereby ratifies and confirms and agrees to ratify and confirm any such deeds, assurances, agreements, instruments, notices, acts and things which such attorney may execute or do. DJFZ is entitled, at any time, to apply any balance in any currency standing to the credit of any of the Customer’s accounts, whether in the Customer’s name or in the names of the Customer and any other persons, in or towards satisfaction of any indebtedness owed by the Customer to DJFZ in whatever capacity and whether actual or contingent or whether owed solely by the Customer or owed by the Customer and any other persons. Where there is more than one related Customer that has accounts open with DJFZ, the Customer agrees that DJFZ is entitled to exercise the rights in this Clause and apply any balance standing to the credit of any account in the joint names of the Customers in or towards satisfaction of any indebtedness owed to DJFZ by one or more of the Customers. Without prejudice to any other rights or remedies of DJFZ, the Customer agrees that DJFZ is authorized to exercise a lien over all property of the Customer from time to time in the possession or control of DJFZ for custody or any other reason and whether or not in the ordinary course of DJFZ’s business, with power for DJFZ to sell such property to satisfy all or any of the Indebtedness. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 4 j) k) l) The Customer shall indemnify DJFZ on demand against any and all claims, demand, liabilities, losses, costs, charges, reasonably incurred expenses of reasonable amount (including legal expenses) and damages incurred by DJFZ as a consequence of any failure or delay by the Customer to perform any of the Customer’s obligations pursuant to this Agreement or in connection with the performance by DJFZ of this Agreement or the enforcement or preservation of DJFZ’s rights hereunder. If any moneys paid to DJFZ in respect of the Indebtedness are required to be repaid by virtue of any law relating to insolvency, bankruptcy or dissolution or for any other reason, DJFZ shall be entitled to enforce this Agreement as if such moneys had not been paid. If the Customer creates or purports to create any security (whether fixed or floating) over all or any of the Account Balances or any part thereof or if any person levies or attempts to levy any form of process against all or any of the Account Balances or any part thereof, the charge created by clause 5.a.i, to the extent that it may be considered as a floating charge, shall automatically and without further notice operate as a fixed charge instantly such event occurs. 6) a) b) c) d) e) Sales and Purchases of Precious Metals Transactions by the Customer The Customer may enter into Transactions with DJFZ for the sale and purchase of Precious Metals up to the Maximum Nominal Volume Limits of the Facility and within the Maximum Term of the Facility as set out in Annex No.1 These transactions may include spot, forwards and options in as much as they relate to the hedging or mitigation of price risk for underlying physical precious metals. Each Transaction is subject to the terms and conditions set out in this Agreement and in the confirmations relating to such Transaction referred to in Clause 6.f. Notwithstanding that the Customer has satisfied the Customer’s obligations under this Agreement, DJFZ at its sole discretion may decide to accept or reject instructions given by the customer in respect of Transactions and is not obliged to enter into any Transaction. All Precious Metals Prices, Foreign Exchange and Interest Rates, Physical Premiums or Discounts are provided for reference or information purposes only, unless DJFZ makes it explicitly clear to the Customer at the time that any prices, rates or Premiums/Discounts quoted by DJFZ to the Customer are actual Dealing Prices, Exchange or Interest Rates, or Premiums/Discounts at which DJFZ is prepared to enter into Transactions. DJFZ is under no obligation whatsoever to enter into Transactions at such prices, rates or premiums/discounts. The Customer may give instructions to DJFZ in respect of Transactions by telephone, facsimile, E-‐mail, Reuters Dealing, Reuters Messenger, Bloomberg, E-‐Trading platforms or other electronic or such other means, which may be specified by DJFZ subject to the execution of the relevant documents. DJFZ will not consider these instructions to have been received by unless the Customer provides them in a manner satisfactory to DJFZ and further that DJFZ confirms receipt of such instructions. Any instruction by the Customer in respect of a Transaction once given is irrevocable unless DJFZ has provided prior written consent to the contrary. DJFZ is entitled to rely on its belief in good faith that any such instruction, given by whatsoever means, emanates from the Customer, whether or not such instruction is given personally or authorized by the Customer and notwithstanding any error or misunderstanding or lack of clarity in the terms of any such instructions. The Customer agrees to be DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 5 bound by all instructions which DJFZ believes in good faith to have been given or authorized by the Customer and shall indemnify DJFZ for all Indebtedness, liabilities, obligations, losses, damages, penalties, actions, suits, judgments, costs, charges and expenses arising from or in connection with any Transactions or action taken by DJFZ or its correspondents and agents in accordance with or pursuant to any such instructions. The benefit of this indemnity is held by DJFZ for itself and on behalf of its correspondents and agents. f) DJFZ shall within one Business Day following completion of a Transaction send by mail and/or by: i) Facsimile, e-‐mail or other electronic means to the Customer a written confirmation of the Transaction. ii) In addition, statements will be supplied by DJFZ to the Customer at regular intervals that is mutually acceptable to DJFZ and the Customer with the proviso that any such agreed interval will be at least monthly. iii) Any written confirmation or statement is conclusive and deemed to be accepted by the Customer unless the Customer submits an objection in writing within two Business Days in the case of a confirmation, and five Business Days in the case of a statement, after these have been transmitted to the Customer by mail or facsimile, e-‐mail or other electronic means. DPFZ’s records shall, in all respects, be conclusive unless and until the contrary has been established. g) The Customer will appoint Authorized Persons to act on its behalf and authorizes and instructs DJFZ to act on the instructions given by the Customer or by the Authorized Persons with respect to sale and purchase transactions. The Customer will give, and ensure that the Authorized Persons give clear instructions to DJFZ when conducting such sale and purchase transactions, and these instructions must be clearly distinguished from requests for indicative prices, rates or Premiums. 7) a) b) Maximum Facility and Further Security The Maximum Facility is subject to periodic reviews based on updated financial information and Precious Metals market conditions. Notwithstanding any provisions in this Agreement, DJFZ has the right at its sole discretion to modify, cancel or terminate the Maximum Facility at any time, to Close Out any and all Transactions in whole or in part and to demand immediate repayment of any and all Indebtedness. The Customer shall provide or procure any person to provide such further security as DJFZ may require from time to time. 8) a) b) Transactions and Settlement Unless otherwise specified by DJFZ, the Customer may enter into Transactions with DJFZ on a spot, forwards or options basis. DJFZ may agree with the Customer to enter into any Transaction on a physical delivery basis. In that case, DJFZ and the Customer will agree on the terms of the Transaction including but not limited to, the quantity, quality and form of the Precious Metal to be delivered, its price and Premium or Discount, and the date, place and method of delivery. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 6 c) Except as provided in Clause 8.b, actual delivery of Precious Metal pursuant to a Transaction may not be required. The Customer shall instruct by 13.00 Dubai time on the Business Day immediately prior to the Value Date of each Transaction, that it will either i) Settle the transaction by corresponding payments of money and precious metals to Close Out that Transaction; or ii) Roll-‐over that Transaction by replacing the matured obligations under that Transaction by new obligations on such terms as the Customer and DJFZ shall agree; or iii) Settle the transaction into underlying accounts in precious metals and currencies held by the customer with DJFZ. d) In the absence of any instructions from the customer, DJFZ may at its sole discretion: i) Close Out the relevant Transaction or roll-‐over the relevant Transaction on such terms as DJFZ may prescribe and credit or debit the respective Account Balances accordingly, or ii) Deem the Customer to have effected a Close-‐out Transaction with DJFZ in respect of the relevant Transaction immediately prior to the Value Date of that Transaction, or iii) Handle the relevant Transaction in any such manner, as DJFZ, at its sole discretion, considers appropriate. e) All Options transactions are subject to the following provisions: i) The Customer hereby warrants and represents and DJFZ accepts that any Options transactions that The Customer enters into with DJFZ is solely for the purposes of hedging or mitigating the price risk of underlying physical precious metals and the transactions are not being undertaken for financial speculation. ii) DJFZ and The Customer shall agree on the terms of each Option including but not limited to, the Premium, the Strike Price, the relevant Precious Metal and its quantity, the Premium Payment Date, the Expiration Date and the Expiration Settlement Date. iii) Pursuant to an Option transaction, the Seller shall grant an option to the Buyer and the Buyer shall pay to the Seller the Premium on the Premium Payment Date and all other amounts, which may be specified in the related transaction confirmation. iv) Unless otherwise agreed between DJFZ and the Customer: (1) (2) Payment of the Premium and all other amounts payable by the Buyer shall be made in U.S. dollars; and DJFZ is authorized by the Customer to effect such payment by crediting or debiting the Account Balance without further notice to or consent from the Customer. v) An Option may either be a call or a put. A call is an option under which the Seller grants the Buyer the right to buy the relevant Precious Metal at the Strike Price for settlement on the Expiration Settlement Date. A put is an option under which the Seller grants the Buyer the DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 7 right to sell the relevant Precious Metal at the Strike Price for settlement on the Expiration Settlement Date. vi) The Buyer shall be entitled to exercise an Option on or before the Expiration Date by giving written notice of exercise in a form mutually agreed to the Seller which must be received by the Seller no later than 09.30 a.m. New York time on the Expiration Date, or at any such other time as may be mutually agreed between the parties. A written notice of exercise, once given, is irrevocable. The Option is deemed to have expired unless the Seller receives a written notice of exercise from the Buyer prior to the specified expiry time. vii) An Option must be exercised in whole but not in part. viii) Immediately upon the exercise of an Option, DJFZ and the Customer will enter into a corresponding Transaction for settlement on the Expiration Settlement Date. Actual physical delivery of the relevant Precious Metal pursuant to a Transaction entered into as a result of exercise of an Option will not be necessarily be required unless otherwise agreed between the parties. f) g) On the Value Date of a Close Out Transaction, the profits or losses thereby realized shall be credited to or debited from the relevant Account Balance. The Closed Out Transaction(s) shall thereupon be regarded as closed positions for the purposes of this Agreement. DJFZ will within one Business Day following the Close Out, roll-‐over or offsetting of any Transaction, send a written confirmation of the Close Out Transaction or roll-‐over Transaction to the Customer by mail, facsimile, e-‐mail or other mutually acceptable electronic means 9) a) b) c) Payments All payments due to be made by the Customer under or pursuant to this Agreement shall be made in immediately available funds at the agreed time and date and no payment will be recorded as a credit to the Customer’s account until DJFZ has received the funds with good value in its bank account. All payment to be made by the Customer under or pursuant to this Agreement shall be made in full, without any set-‐off, deduction or withholding whatsoever. If by law the Customer is unable to make any payment without a deduction or withholding being made, it shall forthwith pay to DJFZ such additional amount so that the net amount received and retained by DJFZ will equal the full amount of funds, which DJFZ expected to receive had no such deduction or withholding been made. No payment to DJFZ under this Agreement pursuant to any judgment or order of any court or otherwise shall operate to discharge the obligations of the Customer under this Agreement unless and until payment in full has been received by DJFZ in the currency in which such payment was due, this is referred to in this agreement as the “currency of obligation”. If the amount of the currency of obligation fall shorts of the amount expected to be received by DJFZ due to the Exchange Rate conversion, DJFZ shall have a separate and additional course of action against the Customer for the recovery of such sums equal to the amount of the shortfall. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 8 10) a) b) c) Communications Indemnity And Authority Any communication from the Customer to DJFZ shall be deemed irrevocable and shall not be effective until confirmation of receipt has been given by DJFZ. In addition and without prejudice to the specific means of communication set out in the other provisions of this Agreement, any communication by DJFZ to the Customer shall be deemed to have been received as soon as if it has been personally delivered or sent by other means of communication to the address of the Customer stated above or as from time to time notified in writing to, and received by, DJFZ. Where the Customer comprises more than one person, any communication by DJFZ to the Customer shall be effective if made to any of them and any communication by the Customer to DJFZ shall be effective only if made by each of them. The Customer may give instructions to DJFZ by telephone, SMS, facsimile, e-‐mail, Reuters Dealing, Reuters Messenger, Bloomberg, SWIFT, E-‐Trading platforms or other electronic or such other means, which may be specified by DJFZ subject to the execution of the relevant documents. DJFZ will not consider these instructions to have been received by unless the Customer provides them in a manner satisfactory to DJFZ and further that DJFZ has confirmed receipt of such instructions. Any instruction by the Customer once given is irrevocable and DJFZ is entitled to rely on its belief in good faith that any such instruction, given by whatsoever means, emanates from the Customer, whether or not such instruction is given personally or authorized by the Customer and notwithstanding any error or misunderstanding or lack of clarity in the terms of any such instructions. The Customer agrees to be bound by all instructions which DJFZ believes in good faith to have been given or authorized by the Customer and shall indemnify DJFZ for all Indebtedness, liabilities, obligations, losses, damages, penalties, actions, suits, judgments, costs, charges and expenses arising from or in connection with any Transactions or action taken by DJFZ or its correspondents and agents in accordance with or pursuant to any such instructions. The benefit of this indemnity is held by DJFZ for itself and on behalf of its correspondents and agents. 12) a) Single Agreement This Agreement and the confirmation relating to each and every Transaction shall together constitute a single agreement between the Customer and DJFZ. The Annexes to this Agreement form an integral part of this Agreement. In the event of conflict inter se, the confirmation shall take precedence over any relevant Schedule, which shall in turn take precedence over this Agreement. 13) a) b) Acting as Principal and Assignment of Rights DJFZ shall enter into Transactions as principal only and DJFZ may assign any of its rights under this Agreement without the Customer’s consent. The Customer warrants that it enters into this Agreement and will enter into all Transactions as a principal only and not as a broker, trustee or agent. This Agreement and every Transaction shall be personal to the customer and shall not be assignable (whether absolutely, by way of security or otherwise) by the Customer and no third party interest whatsoever shall be permitted to arise in respect thereof except with the prior written consent of DJFZ. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 9 14) a) Default If an Event of Default as set out in Annex No. 2 has occurred and is continuing DJFZ shall have the right at any such time or at any time thereafter with or without prior notice to the Customer, and without prejudice to any of its other rights or remedies: i) To suspend or terminate this Agreement and call for immediate payment of all Indebtedness then outstanding; and, or ii) To Close Out all open positions; and, or iii) To enforce the security created by Clause 5.a. immediately and, without prejudice to its rights under Clauses 5.a.i. and 5.a.ii, to sell, liquidate or otherwise dispose of, on any such terms as DJFZ may determine, and to realize and apply in such order as DJFZ may determine and without demand, notice, legal process or other action with respect to the Customer, all or any of the Account Balances or any part thereof or the net proceeds from sale or disposal, in or towards satisfaction of the Indebtedness. DJFZ shall not be liable for any loss arising out of such sale, liquidation, disposal, realization or application. b) Any suspension or termination of this Agreement, whether pursuant to this Clause, Clause 20 or for any other reason, shall be without prejudice to the rights of DJFZ against the Customer in respect of any obligations of the Customer hereunder incurred before such suspension or termination, or any provisions of this Agreement, including and without limitation, the indemnities given by the Customer which are intended to come into force or continue in force on or after such suspension or termination. 15) a) b) c) d) e) Representation, Warranties and Undertakings The Customer represents and warrants that it has read the terms of this Agreement and the Risk Disclosure Statements set out in Clause 16, understands and accepts them fully, and has adequate Precious Metals experience, expertise and resources to comply with them. The Customer represents and warrants that all information provided by or on behalf of the Customer to DJFZ in connection with this Agreement from time to time is and shall be accurate and comprehensive. The Customer hereby undertakes to notify DJFZ and DJFZ undertakes to notify the Customer of any material change to the information provided in this Agreement. The Customer hereby undertakes to immediately notify DJFZ of any change of address and of any appointment or revocation of appointment of Authorized Persons. The Customer represents and warrants that it has the requisite capacity to enter into and perform this Agreement (including the granting of the security interests created herein), it has all applicable licenses and approvals to enter into and perform this Agreement and, where applicable, is duly authorized to do so under its constitutional documents. The Customer represents and warrants that no Event of Default or potential Event of Default has occurred and is continuing in respect of the customer or any applicable security provider. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 10 f) g) h) i) j) The Customer represents and warrants that the Customer is sole beneficial owner of all assets transferred to DJFZ is free and clear of any security or other interest of any other person. The Customer represents and warrants that the above representations and warranties will be true and accurate on the date it enters into any Transaction. DJFZ and the Customer each represent and warrant they are in full compliance with the Dubai Multi Commodity Centre’s (DMCC) Practical Guidelines on Responsible Supply Chain Management for Gold and other Precious Metals and will continue to comply with these guidelines for the duration of this Agreement. Further DJFZ and the Customer each represent and warrant that they shall comply with all other International regulatory rules with respect to Precious Metals Transactions as may be issued from time to time. The Customer understands that it may be affected by any curtailment of, or restriction on, the capacity of DJFZ to deal in respect of open positions as a result of action taken by any relevant regulatory authority and, in such circumstances, the Customer may be required to reduce all or any of its open positions at that time and DJFZ shall be entitled to Close Out all or any open position(s) to such extent so as to comply with the requirements of any relevant regulatory authority. 16) Risk Disclosure Statements The risk of loss in undertaking Precious Metals and Related Transactions on a Down Payment or Leveraged basis can be substantial. The Customer shall be solely responsible for all losses arising from such Transactions. These risks include but are not limited to the following: a) The Customer may sustain a total loss of the cash or other assets that the Customer has placed with DJFZ as security to establish or maintain a position(s) in Precious Metals. If the respective market moves against the Customer’s positions, the Customer may be called upon by DJFZ to make further down payments of money, which may be substantial, as additional security at short notice, in order to support the Customer’s positions. DJFZ has the right to, but is not obliged to, close out the Customer’s positions without prior notice to the Customer at its sole discretion in any circumstances, including but not limited to cases where the Customer does not provide the required funds to meet a call for additional funds within the prescribed time. The Customer’s positions may be closed out at a loss without any further notice being given to the Customer and the Customer will be liable to pay to DJFZ further sums to cover any shortfall if the loss exceeds the down payments made. b) Under certain market conditions, the Customer may find it difficult or impossible to liquidate a position. Placing contingent orders, such as “stop-‐loss” or “stop-‐limit” orders, will not necessarily cap the Customer’s loss to the intended amounts, since market conditions may make it impossible to execute such orders at the designated price in time or at all. c) The high degree of leverage that trading in physical Precious Metals Transactions on the basis of a down payment can provide because of the relatively small initial up front payment requirements can work against the Customer’s best interests as well as for the Customer. The use of leverage can lead to substantial losses as well as gains. Therefore, before trading, the Customer should carefully DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 11 consider whether any such physical Precious Metals Transactions are suitable in the light of the Customer’s own financial position and investment objectives. d) The Customer hereby irrevocably confirms that it has a complete understanding of the risks involved and accepts the above risk disclosure statements. 17) a) Exclusion of Liability DJFZ shall have no responsibility or liability of any kind for any losses or expenses whatsoever incurred by the Customer as a result of: i) Any delay in or failure to transmit funds for reasons beyond its control, including and without limitation the non-‐availability of Precious Metals or Foreign Currencies, or ii) DJFZ’s failure to obtain instructions from the Customer due to circumstances beyond its control, or iii) DJFZ’s failure (whether total or partial) to promptly execute orders placed with it or to transact business or Close Out any open positions to any extent or otherwise operate in the manner contemplated by this Agreement for reasons beyond its control, including and without limitation: (1) Exchange control or other government restrictions, adverse market conditions or disruptions in market, exchange or market rulings or suspension of trading, any act of force majeure, war riot, civil commotion, any breakdown or failure of transmission, communication or computer facilities, postal or other strikes or similar industrial action and the failure of any exchange, market or clearing house or the failure of any person or party to perform any its obligations arising out of any transaction to which the terms of this Agreement apply or any act or default by any such party or person. iv) For the sake of clarity, DJFZ will not be held responsible for any loss or other consequences arising from or in connection with DJFZ not exercising its right to Close Out any Transaction when DJFZ is entitled to do so or any delay in exercising such right. 18) a) No Waiver No failure or delay on the part of DJFZ to exercise any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by DJFZ of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any other rights or remedies provided by law or otherwise. 19) a) Illegality and Severability In the event that any one or more of the provisions contained in this Agreement shall be held invalid, illegal or unenforceable in any respect under the law of any applicable jurisdiction, the validity, legality and enforceability of the remaining provisions under the law of such jurisdiction shall not in any way be affected or impaired thereby. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 12 20) a) Termination Notwithstanding any other provisions in this Agreement, DJFZ shall have the right to terminate this Agreement if not less than three months have elapsed since the date of the last Transaction. 21) a) b) c) d) Miscellaneous DJFZ is entitled to prescribe, from time to time, fees and charges payable by the customer in connection with this Agreement or any Transaction effected hereunder. Details of the fees and charges payable from time to time will be provided by DJFZ to the Customer. Any fees and charges paid by the Customer are non-‐refundable. The Customer will reimburse DJFZ on demand all costs and expenses of a reasonable amount including and without limitation, all out-‐of-‐pocket expenses and legal fees on a full indemnity basis which may be incurred by DJFZ in connection with this Agreement, any Transaction effected hereunder or the exercise of its powers and rights in relation thereto. DJFZ may share fees and charges with other companies in the Dijllah Group or other third parties, or receive remuneration from them in respect of Transactions. Details of any sharing or remuneration arrangements will be provided by DJFZ to the Customer upon request. A certificate signed by a duly authorized officer of DJFZ shall, unless and until the contrary is established, be final, binding and conclusive evidence against the Customer with respect to: i) The Indebtedness or any part thereof, or ii) The Exchange Rate, or iii) The amount of fees, charges, costs, expenses and balances payable or applicable in respect of this Agreement, or iv) Other amounts, rates or matters relevant to this Agreement. e) f) DJFZ is entitled to act in accordance with its regular business practices and procedures and will only accept instructions insofar as it is, in its sole opinion, practicable and reasonable for DJFZ to do so. For the sake of clarity, DJFZ is authorized but not obliged to participate in and comply with the rules and regulations of any organization which regulates the conduct of Precious Metals Transactions and, if applicable, any system which provides central clearing, settlement and similar facilities but, in each case, without liability for any acts or omissions on the part of the operator or manager of any such organization or system. DJFZ may, and the Customer hereby expressly authorizes DJFZ to, maintain an electronic recording system operated by DJFZ to record all oral instructions given by telephone. The Customer expressly agrees that should any dispute arise at any time in relation to the content of such oral instructions, then that recording or a transcript of the same, certified as being a true transcript by an officer of DJFZ, shall be conclusive evidence as to the accuracy of the contents and nature of such oral instructions unless and until the contrary is established. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 13 g) h) i) j) k) l) m) In the event of any inconsistency between this Agreement and any other agreement or rules and regulations of DJFZ governing the Account(s) maintained by the Customer with DJFZ for the purpose of this Agreement (other than the terms of business), this Agreement shall prevail. If the Customer comprises more than one person, the liability of the Customer under this Agreement shall be the joint and several liabilities of such persons and any Event of Default shall be deemed to have occurred in respect of the Customer if such event occurs in respect of any one of such persons. In the event of a death of any such person who is an individual or bankruptcy of any such person, the obligations of each other persons comprised in the Customer in respect of this Agreement existing at such time shall continue in full force and effect and DJFZ shall be entitled to rely on the instructions of such other person(s) and DJFZ shall, on the death of any such person who is an individual, hold any assets comprising the Account Balances to the order of the survivors. Each of the persons comprised in the Customer agrees and consents to be bound by this Agreement notwithstanding that this Agreement may be invalid or unenforceable against any one or more of them. The Customer understands that in respect of any Transaction undertaken pursuant to this Agreement, DJFZ may hedge or match its position by entering into further Transactions, which may be the reverse of the Customer’s Transaction to any extent. DJFZ expressly declares that its employees or representatives will not undertake discretionary management of Customer accounts. DJFZ may vary any applicable Account Interest, fees and charges payable by the Customer in connection with this Agreement and the Transactions from time to time. Any variation shall be binding on the Customer if the Customer continues to maintain any account in connection with this Agreement or if any Indebtedness remains outstanding after the effective date of variation. DJFZ may appoint any person as its agent for collecting any or all Indebtedness and the Customer shall be responsible for all costs and expenses of reasonable amount and reasonably incurred by DJFZ for such purpose on each occasion. The Customer irrevocably authorizes DJFZ to provide the following information and documents to any guarantor and, or third party security provider in respect of the Indebtedness: i) A copy of this Agreement; ii) A copy of any formal demand for payment (if any) which is sent to the Customer; and iii) Upon request by the guarantor or third party security provider, a copy of the latest statement of each of the accounts used to conduct Transactions issued by DJFZ to the Customer. n) o) If at any time under this Agreement it is necessary for one currency to be converted into a different currency, the rate of exchange applicable shall be DJFZ’s prevailing rate at the time. In the case of physical supplies and shipments The Customer agrees that the total liability to the Customer for loss of or damage to material will be limited to the lesser of: i) The confirmed amount paid for the material. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 14 ii) p) q) The declared total value of material documented for shipping purposes. Notwithstanding any conditions to the contrary as outlined herein, in no event will DJFZ be considered liable for actual damages, damage to reputation, lost business opportunity, lost profits, interest, attorney's fees, or indirect, incidental, or consequential losses or damages. The Customer agrees that DJFZ shall not be liable for any delay or non-‐performance caused by an Act of God or by the occurrence of any contingency beyond the control of DJFZ including but not limited to Hurricane; Floods, Acts of War; Terrorism; Civil Disobedience; Acts of Government; Failure or Delay in Transportation; or Conduct of Third Parties. Good Faith Efforts: In the event that a typographical, mathematical, and, or, other error is made during the course of calculating the price and, or, payment offered to the Customer for a given transaction, Customer agrees to take all the steps requested by DJFZ in order to ensure the error is rectified. Furthermore, the Customer agrees to indemnify and hold DJFZ harmless from and against all damages or liability that may arise from such an error. r) Shipping Liability (Including Hazardous Materials): i)
ii) iii) s) Unless otherwise agreed, the Customer bears sole responsibility and liability for shipping to DJFZ any precious metal-‐bearing products (i.e., products containing gold, silver, palladium, or platinum). DJFZ shall only be held responsible for insurance, loss, or damage once the product has been delivered and accepted at the vaults of DJFZ. The Customer agrees to notify and seek approval from DJFZ prior to shipment of material that may contain substances considered toxic or hazardous. In the event that the Customer fails to provide proper notification or receive the adequate approvals for delivery of material, DJFZ reserves the right to return the material to the Customer at the Customer’s expense and charge the Customer for any reasonable handling fees or expenses incurred by DJFZ as a result. In the event that the Customer fails to arrange for the return or disposal of rejected or defective material within thirty (30) days after the materials receipt by DJFZ then DJFZ will have sole right to dispose of such material without incurring any liability whatsoever to Customer. Packing List and Documentation: i) The Customer is required to deliver the material to DJFZ with all required documentation to meet all international rules and regulations, including but not limited to the Dubai Multi Commodity Centre’s Guidelines on The Responsible Sourcing of Precious Metals. The typical documents required include but are not limited to: 1. Export documents 2. Original invoice(s) 3. Original packing list 4. Customs Clearance authorization(s) as may be applicable for the material delivered. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 15 ii)
iii) t) The documentation will provide a complete description of contents including weights, metal type, and declared value. DJFZ is not liable for any loss claimed where the Customer fails to provide the appropriate documentation. The Customer acknowledges that DJFZ's receipt of the material shall not in any way constitute agreement with regards to the weight and, or, composition as stipulated by the Customer. DJFZ will confirm the received weight of all material prior to accepting delivery. In the event that any significant discrepancy exists, DJFZ will contact the Customer and seek to reach an agreement on the received weight prior to continuing on with processing. DJFZ agrees to inform the Customer regarding the processing time required for all materials received from the Customer. The Customer must notify DJFZ within a reasonable period of time of any objection related to any reported discrepancy. The Customer's failure to object to any reported discrepancy within a reasonable period of time shall be considered a waiver by the Customer of any claim against DJFZ. In the event that DJFZ and the Customer do not reach an agreement, DJFZ reserves the right to return the Material to the Customer at the Customers expense. Melting & Assaying: i)
ii)
The Customer agrees that final settlement will be based on the precious metal content of all materials delivered by Customer and determined at the sole discretion of the analytical methods applied by DJFZ. The methods for analysis may include but are not limited to: a. Fire Assay, X-‐Ray Fluorescence Spectroscopy (XRF), and Inductively Coupled Plasma Mass Spectrometry (ICP). In order to conduct an analysis of the Customer's material DJFZ shall collect a representative sample of each melt and, or, lot through any sampling procedure DJFZ may deem appropriate for the given material. At the conclusion of the assaying process, DJFZ will report the results to the Customer. The Customer will be granted three (3) business days to present an objection to the assay reported after which time the assay reported will be considered accepted by the Customer and the option to contest the assay reported will be considered waived. In the event that the Customer objects to the assay report, DJFZ may consider various options including but not limited to: (1) Negotiate a mutually agreeable figure and, or, methodology with which to compute the precious metals contained in the melt or lot in question; and, or (2) Solicit a mutually agreeable third party "Umpire" assay. The Customer acknowledges that DJFZ shall not be liable for the return of any additional material not requested by Customer or specifically noted in the Refining Agreement. Iii) Deviation in Assay Results. In the event that there is a deviation of up to “one per mille” (1/1000) between the Assay provided by the Umpire and the Final Assay produced by DJFZ, The Customer and DJFZ agree that the Settlement Assay will be the mid-‐point between the Umpire’s results and those of DJFZ. For the sake of clarity, and by way of example, this means that if the Umpire’s Assay is 0.926 and DJFZ’s Assay is 0.924 the Settlement Assay will be 0.925 and this result will form the basis of the settlement and payment for materials supplied by the Customer to DJFZ. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 16 In the event that there is a difference of “two per mille” (2/1000) or more between the Assay provided by the Umpire and the Final Assay produced by DJFZ, the two Parties agree to refer the materials to a second third party Umpire. The Customer and DJFZ agree that the Settlement Assay will be the mid-‐point between the first Umpire’s results and those of the second Umpire. For the sake of clarity and by way of example this means that if the first Umpire’s Assay is 0.926 and the second Umpire’s Assay is 0.922 the Settlement Assay will be 0.924 and this result will form the basis of the settlement and payment for materials supplied by the Customer to DJFZ. All costs relating to the referral of materials to Umpires will be borne by the Customer and will be taken fully into account when the transaction is settled DJFZ and the Customer. 22) a) Disclosure of Information The Customer irrevocably authorizes DJFZ to disclose as and when DJFZ is required to do so by applicable law or when DJFZ regards such disclosure as necessary or expedient, including but not limited to disclosures for the purposes of credit review of any account held by the Customer with DJFZ or any other member of the DJFZ Group whether singly or jointly with others or otherwise to: i) DJFZ Group companies, subsidiaries, or affiliates ii) DJFZ’s auditors and professional advisors; or iii) Any broker, agent, custodian, clearing house, depository or deposit agent in connection with any Transaction effected by the Customer or through the Customer’s accounts; v) Any security provider or any person for whose liabilities and obligations to DJFZ the Customer is surety or has given security; vi) Any exchange, market, or other authority or regulatory body having jurisdiction over DJFZ or any company within the DJFZ Group or over any Transactions effected by the Customer or for the Customer’s account; vii) Any party entitled to make such demand or request; and viii) Any person with whom DJFZ contracts or proposes to contract with regard to the sale or transfer or sharing of any its rights, obligations or risks under this Agreement or in connection with any facility, or the sale of any property over which DJFZ has been given any security interest for the Customer’s obligations. ix) b) Any information relating to the Customer, the Customer’s accounts, transactions entered into or to be entered into for the Customer’s account, facilities and securities or other property and assets held on the Customer’s behalf (whether for safe custody, as collateral or otherwise). The Customer further agrees that to enable DJFZ to centralize its data processing operations, any information pertaining to the Customer, the Customer’s accounts or any Transactions effected for the Customer or the Customer’s account may be given to and processed by DJFZ’s affiliates or third parties engaged by DJFZ. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 17 23) a) b) Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of “The United Arab Emirates” The Customer hereby: i) Agrees for the benefit of DJFZ that the Courts of The United Arab Emirates shall have exclusive jurisdiction of any claim or dispute hereunder except that DJFZ may take proceedings in any place where the Customer shall now or hereafter hold assets. ii) Irrevocably appoints the person(s) whose details appear below to be its process agent in The United Arab Emirates. If no such person is so designated, or such appointment ceases to be effective, DJFZ is hereby authorized, as agent of the Customer, to appoint such a process agent on behalf, and at the expense of, the Customer. Service of any legal process on such process agent shall constitute service on the Customer. Name __________________________________________________________ Address __________________________________________________________ iii) Waives any objections on the grounds of venue, forum “non conveniens” or similar grounds; and iv) Consents to service of process including any writ, judgment or other notice by mail to its address as stated above or as from time to time in the future notified in writing to, and received by, DJFZ. c) Unless otherwise provided in this Agreement, a person who is not a party to this Agreement has no right to enforce any term of this Agreement. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 18 IN WITNESS whereof the parties hereto have executed this Agreement the day and year first above written Dijllah Jewellery FZC0 Signed By: Name: Title: Date: Name: Title: Date: Name: Title: Date: The Customer Signed By Name: Title: Date: DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 19 Annex No. 1 Schedule to the terms and conditions of this Precious Metals Trading Agreement The following terms and conditions have been approved by DJFZ as set out below and will apply to your precious metal trading accounts and, if applicable, precious metals consignment facilities. DJFZ may at its sole discretion, change the below-‐mentioned terms without prior notice. Trading Accounts Initial Down Payment Required: Close Out Level (%): Maximum Nominal Volume Limit USD: Maximum Gold Position: Maximum Platinum Position (ounces): % Variation or Call Level: % % Account Valuation Loss Limits: US$ Mio. Maximum Term of Deals: Months oz. Maximum Silver Position: oz. oz. Maximum Palladium Position: oz. Consignment Accounts (if applicable) Consignment Limit USD: Mio Consignment Payment Term: Days Gold Consignment Limit: oz. Silver Consignment Limit: oz. Consignment Interest: % p.a. Interest Free Period: Days IN WITNESS whereof the parties hereto have executed this Agreement the day and year above written. Dijllah Jewellery FZCO Signed By: Name: Title: Date: Name: Title: Date: Name: Title: Date: The Customer Signed By: Name: Title: Date: DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 20 Annex No. 2 Definitions Relating To The Precious Metals and Related Transactions Trading Agreement For the sake of clarity and to assist the Customer in fully understanding the terms and conditions contained in the Precious Metals Trading Agreement and its Annexes, set our below are definitions of various expressions used in the Agreement. These should be used for guidance only and should not be regarded as a comprehensive set of definitions of the terminology used in the Agreement. By signing this annex The Customer hereby warrants and represents that it fully understands the full meanings of the terminology used below. “Account Balances” means the total cash and non-‐cash assets, which may, at DJFZ’s sole discretion, include but is not limited to bullion bars, precious metals Jewellery, standby or usance letters of credit and bank guarantees acceptable to DJFZ and valued at DJFZ’s sole discretion. “Account Interest” means interest payable by DJFZ to the Customer on any credit balances comprising any Account Balance or interest payable by the Customer to DJFZ on any debit balances on any Account Balance, at such interest rate that DJFZ may specify from time to time. “Account Valuation Loss Limit ” means the limit set by DJFZ from time to time, at its sole discretion, on any losses arising from the revaluation of open positions in Precious Metals Transactions. If such limit is exceeded the Customer agrees to make sufficient and immediate payments to bring the valuation back within the approved limit. “Account Value” means the sum the profits and losses arising on open positions in Precious Metals after being revalued at the prevailing market rates plus the Accounts cash balances. “Aggregate Open Position” means the total amount of open positions between the parties from time to time as calculated by DJFZ. “Assay” means the determination of the precious metal content of an alloy, either using a direct method (where the actual precious metal content is measured) or an indirect, instrumental method (usually based on spectrographic analysis) in which the levels of impurities are measured and the precious metal content is calculated by difference. For gold, the main direct method is fire assay, also known as cupellation or gravimetric analysis. “Authorized Person(s)” means any person(s) authorized by the customer to give instructions on behalf of the Customer to DJFZ in connection with this Agreement, as notified to DJFZ from time to time in such manner as DJFZ requires. “Business Day” means a day on which banks in the jurisdiction of the relevant Precious Metals or Foreign Currencies are open for the purpose of carrying out transactions and during which Precious Metal and Foreign Exchange Transactions may be carried out or payments paid, as the case may be. “Buyer” means, in respect of each Transaction, either DJFZ or the Customer specified as such in the related confirmation. “Call Level” means that percentage, as specified in Annex No.1, as being the level at which call or request for additional down payment funds may be made by DJFZ on the Customer. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 21 “Close Out” means DJFZ carrying out any Transaction(s) to offset to any open positions as may be required from time to time. “Close Out Level” means that percentage, as specified in Annex No.1, level at which DJFZ may close out the Customer’s positions. "Consignment Period" means the agreed number of days that a Customer may hold Metal on Consignment as specified in Annex No.1 or as agreed in writing. "Consignment Request" means the request by the Counterparty for Consignment Stock to be made available on the terms and conditions agreed between DJFZ and the Customer. "Consignment Stock" means the Precious Metal either delivered or transferred to a Customer or collected by a Customer in accordance with the terms of this Agreement. “Currency Exchange” means the sale and or purchase by a Customer of any currency or currency product as determined by DJFZ from time to time in relation to the Customer’s sale and or purchase of Precious Metals. “Customer” means the person or, as the case may be, each person whose name and address are specified above and if the name and address of a firm are specified, shall mean each present and future partner of the firm and, in the case of an individual or firm, shall include any personal representative or lawful successor of such individual or partner and, where the context permits or requires, shall include any Authorized Person(s). “Customer Equity” shall mean the sum of Total Net Value of the Customer’s Accounts after all open Precious Metals positions have been valued at the prevailing markets rates. Unless an Account Valuation Loss Limit has been approved by DJFZ the “Customer Equity should always be positive in favor of DJFZ. “Discount” shall mean, in respect of physical Precious Metals, the cost or price at which DJFZ will accept a supply of the relevant precious metals, taking into account form, quality and delivery location of the precious metal to be supplied as may be agreed from time to time by both parties. “Event of Default” shall mean the occurrence of any of the following: I.
The Customer fails to pay any sum payable or deliver any assets deliverable under or pursuant to this Agreement or to perform any of its other obligations hereunder, including maintenance of the Required Account Balances and provision of additional Down Payments as required under Clause 4. II.
The Customer shall commence a voluntary case or other proceeding or procedure seeking liquidation, reorganization or other similar relief with respect to it or its debts under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, administrative receiver, receiver, liquidator, administrator, custodian or similar officer of it or any substantial part of its assets or, where the Customer is a corporation, shall take any corporate action to authorize any of the foregoing and in the case of a reorganization, arrangement or composition DJFZ does not consent thereto. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 22 III.
IV. IV.
VI. VII. VIII. IX. X. An involuntary case or other proceeding or procedure shall be commenced against the Customer, which has an effect similar to the events mentioned in (II) above. The Customer shall commit an act of bankruptcy as defined under any bankruptcy or insolvency law applicable to the customer or any other act with similar effect or, in the case of an individual only, shall die or become of unsound mind. Any representation or warranty made or deemed to be made by the Customer pursuant to this Agreement or pursuant to any Security Documents proves to be false or misleading in any material respect. The Customer shall amalgamate with or merge into or transfer all or substantially all its assets to another entity and the creditworthiness of the resulting amalgamation, merger or transferee entity is in the opinion of DJFZ, materially weaker than that of the Customer prior to such action. An event occurs which DJFZ regards in its sole discretion, and without being under any obligation to give reasons therefore, as a material adverse change in the circumstances of the Customer. The entering into or continued performance of any Transaction or either party’s obligations under this Agreement shall become illegal or unenforceable. This Agreement ceases to be in full force and effect or the Customer or any third party disaffirms, disclaims or repudiates (in whole or in part) or challenges the validity of this Agreement. Where DJFZ has accepted security for the Customer’s obligations from any security provider, any of the foregoing events occurs in relation to the security provider and for that purpose references therein to the “Customer” shall be deemed to include reference to such security provider and reference to this Agreement shall be deemed to include reference to any Security Document. “Exchange Rate” means the rate for converting one currency into another currency which DJFZ determines to be prevailing in the relevant foreign exchange market at the relevant time, such determination to be conclusive and binding on the Customer in the absence of manifest error. “Expiration Date” means, in respect of Options, the date specified as such in the related confirmation. “Expiration Settlement Date” means, in respect of Options, the date specified as such in the related confirmation. “Foreign Exchange” shall mean such currencies as determined by DJFZ from time to time and “Currency” shall mean any one of such currencies. “Indebtedness” means the total of all liabilities, converted into U.S. dollars at the Exchange Rate, owing by the Customer to DJFZ from time to time whether present or future, actual or contingent, primary or collateral, several or joint, secured or unsecured, and whether arising under this Agreement, the entering into of Transactions or Closing-‐out of open positions or otherwise, including and without limitation, interest DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 23 thereon, both before and after any demand or judgments, to the date on which DJFZ actually receives payment, at the rates payable by the Customer or which would have been payable but for any circumstance which restricts payment and all charges, fees (including legal fees charged to or by DJFZ), and expenses incurred by DJFZ in enforcing its rights under this Agreement. “Initial Down Payment Percentage” means the percentage of the amount of a Transaction required as an initial Down Payment for each Transaction, as from time to time notified by DJFZ to the Customer, and as specified as in Annex No.1. “Maximum Facility” means the maximum aggregate amount of open positions, which may be open at any given time as specified in Annex No.1. “Maximum Term” shall mean the maximum period between the date on which a Transaction is executed and the Expiration Settlement Date or Value Date (as the case may be) for that Transaction as specified in Annex No.1. “Option” shall mean the right (but not the obligation) of the Buyer, upon exercise, to enter into a Transaction to purchase from or sell to the Seller a specified Precious Metal of a specified quantity at a specified price for settlement on a specified date, all of which to be agreed by the Buyer and the Seller. “Precious Metal” shall mean any or all of gold, silver, platinum and palladium. “Precious Metal Transaction” shall mean the agreement for sale or purchase by the Customer to or from DJFZ of any Precious Metal against U.S. dollars or other currencies agreed by DJFZ with the Customer on a spot, forwards or options basis. Delivery under a spot Precious Metal Transaction shall be due on the second Business Day after the Transaction was entered into unless otherwise agreed. “Premium” shall mean, in respect of each Option, the amount or price (if any) specified in the related confirmation which, subject to any applicable condition precedent, is payable by the Buyer to the Seller for that Option. “Premium” shall mean, in respect of physical precious metals, the cost or price at which DJFZ is prepared to supply the relevant Precious Metal, taking into account form, quality and delivery location of the Precious Metal to be supplied as may be agreed from time to time by both parties. “Premium Payment Date” shall mean, in respect of each Option, the date specified as such in the related confirmation. “Required Down Payment” means: I.
In the case of the initial Down Payment required under Clause 2.a, such amount as DJFZ and the Customer shall agree having regard to anticipated open positions, and II. In any other case, the aggregate of the Initial Down Payment Percentage to support all open positions. “Security Document” shall mean any document as may have been or shall from time to time hereafter be executed to secure any obligations of the Customer pursuant to this Agreement. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 24 “Seller” means, in respect of each Transaction, either DJFZ or the Customer specified as such in the related confirmation. “Settlement Assay” means, in respect of each supply of Precious Metals materials: I.
In the event that there is a deviation of up to “one per mille” (1/1000) between the Assay provided by the Umpire and the Final Assay produced by DJFZ, The Customer and DJFZ agree that the Settlement Assay will be the mid-‐point between the Umpire’s results and those of DJFZ and this result will form the basis of the settlement and payment for materials supplied by the Customer to DJFZ. II. In the event that there is a difference of “two per mille” (2/1000) or more between the Assay provided by the Umpire and the Final Assay produced by DJFZ, the two Parties agree to refer the materials to a second third party Umpire. The Customer and DJFZ agree that the Settlement Assay will be the mid-‐point between the first Umpire’s results and those of the second Umpire and this result will form the basis of the settlement and payment for materials supplied by the Customer to DJFZ. “Strike Price” means, with respect to Options, the price of the Precious Metal Transaction to be entered into upon exercise of the Option. “Total Account Value” means the Account Balances plus the sum of profits and losses resulting from closed positions. “Transaction” means a Precious Metal Transaction and, for the sake of clarity, includes Spot, Forwards and Options transactions. “Value Date” shall, in respect of each Transaction, mean the date specified in the related confirmation on which such Transaction is due to be settled. DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 25 IN WITNESS whereof the parties hereto have executed this Agreement the day and year above written. Dijllah Jewellery FZCO Signed By: Name Title: Date: Name: Title: Date: Name: Title: Date: The Customer Signed By: Name: Title: Date: DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 26 Annex No. 3 This agreement is made on Between: Dijllah Jewellery FZCO (Hereafter referred to as DJFZ) Consignment Stock Agreement And “Insert name of Customer” (Hereafter referred to as “The Customer”) And is subject to the following terms and conditions as set out below. This agreement shall be continuous and complementary to the Precious Metals Trading Agreement signed between DJFZ and the Customer and shall cover, individually and collectively all Precious Metals and Related Accounts of The Customer at any time opened and, or accounts from time to time closed and then reopened with DJFZ, irrespective of any change or changes at anytime in the personnel of DJFZ or its successors, assigns, or affiliates, for any cause whatsoever; shall inure to the benefit of DJFZ and its successors and assigns, whether by merger, consolidation or otherwise; and shall be binding upon The Customer and the estate, executors, administrators, legal representatives, successors and assigns of Customer. DJFZ and The Customer agree as follows: a) b) c) d) e) The Customer may submit a Consignment Request to DJFZ for the supply of a quantity of Precious Metal up to but not exceeding the Limit that has been agreed by DJFZ as specified in Annex No. 1. DJFZ may, at its absolute sole discretion, agree to deliver Consignment Precious Metal to the Customer at mutually agreed locations or for the Precious Metal to be made available by DJFZ to the Customer at its offices, vaults or other locations, as Consignment Stock within the terms of this Agreement. Once a Consignment Request has been received by DJFZ and all the relevant documentation has been completed the Customer may price all or any part of the agreed consignment subject to the Account Valuation Loss Limit as specified in Annex No.1. If this Account Valuation Loss Limit is exceeded the Customer agrees that it will make an immediate payment for the equivalent amount of cash to bring the position back within the agreed limits. The Consignment limit approved by DJFZ may be denominated in either ounces or currency, with the latter typically in US dollars. If the agreed limit is expressed in ounces the amount Consignment Precious Metal supplied must not exceed the agreed limit. If a breach of this limit occurs the Customer will immediately price and pay for the excess amount of Precious Metal in order to bring the consignment back within the agreed limit. If the Consignment Limit is expressed in currency (typically US dollars) the following applies. The Customer’s Consignment account is systematically monitored on a real time basis. If the market price of the Precious Metal supplied rises and as a result the value of the Consignment Stock increases before the Precious Metal has been received and paid for by the Customer, thereby DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 27 causing the Customer’s Consignment Limit in US dollar terms to be exceeded, the Customer will either return some of the Consignment Stock or pay in to their account the equivalent amount of cash in order to bring the value of the consignment stock to within the agreed limits. f) The Customer undertakes that prior to the expiry of the Consignment Period it will either: i. ii. iii. g) h) Pay an agreed amount to DJFZ to price and pay for whole of the Consignment Stock, or Return that part of the Consignment Stock that has not been priced and paid for to DJFZ’s vaults, or The Customer may request an extension to the Consignment Period, and DJFZ may at its sole and absolute discretion agree to such an extension and apply such charges as DJFZ considers appropriate. The Customer may submit one or more Consignment Requests providing that the cumulative amount of Precious Metal on Consignment does not exceed the limits DJFZ has set for the Customer. DJFZ may at its sole discretion request the Customer to pay Consignment Interest at the interest rate specified in Annex No. 1. The Customer may be required to provide DJFZ with a mutually acceptable form of security against the Consignment Precious Metal as may be agreed between the parties from time to time. DJFZ reserves the right at its sole discretion to execute its rights over such security in the event that the Customer does not fulfill its obligations in respect to purchasing the Consignment Stock from DJFZ. Terms of Consignment The terms and conditions of any Consignments provided by DJFZ to the Customer will be confirmed to the Customer in writing prior to any Consignment taking place. The terms and conditions as specified in Annex No. 1 includes the approved Consignment limit; any collateral requirements to support the Consignment; the period of the Consignment; and the interest rate (if applicable) to be applied to the Consignment. IN WITNESS whereof the parties hereto have executed this Agreement the day and year first above written Signed By Dijllah Jewellery FZCO Name: Title: Date: Name: Title: Date: Signed By The Customer Name: Title: Date: Name: Title: Date DIJLLAH JEWELLERY FZCO M-‐ 24, Mezzanine Floor, Gold Centre, Deira, Dubai – UAE P.O. Box 95442, Tel: +9714 2262115 (Office) | +9714 2767525 (Dealing) | Fax: +9714 2262373 | Reuters Dealing Code: DIJL 28