BROKERAGE SERVICES AGREEMENT between MMS SUPPLIES and SOV Consultores 1. SUBJECT OF CONTRACT 1.1. This Brokerage Services Agreement (the “Contract”) is dated December 25th, 2020 (the “Effective Date”) between: (1) SOV Consultores registered before the Public Registry of the First Circuit of the Baruta Municipality of the Miranda State, being noted under No. 7, Volume 27, Protocol 1, dated 08/31/07, and whose last amendment registered on August 30th, 2010, under No. 30, Volume 31 (hereinafter “SOV” or “The Broker”); and (2) MMS SUPPLIES SRL, Company registered in PANAMA, and represented by CESAR VICENTE, VENEZUELAN citizen, Passport Nº 120625598, with address in PH MYSTIC POINT, Panama, mail: [email protected] (hereinafter “The Co-Broker”) (each a “Party” and together the “Parties”). 1.2. The Broker hereby contracts the Co-Broker for brokerage services with respect to physical biomass, including but not limited to wood chips, wood pellets, logs and agri-biomass. If The Broker desires the Co-Broker to provide any other services, the Broker and the Co-Broker must mutually agree in writing to any such other services. 1.3. The Parties are in business to provide brokerage services; these services include sourcing counterparties with whom the Client is able to buy or sell biomass and assisting, as practicable, with the arranging of biomass transactions between the Client and such counterparties. 1.4. The Co-Broker is not authorized to enter into any agreement on behalf of the Broker and cannot otherwise bind the Broker without the explicit instruction from the Broker to do so. 2. BROKERAGE FEE 2.1. The Broker agrees to pay the Co-Broker a brokerage fee (the “Fee”) of USD 1 (one US Dollars) per metric ton for each and every metric ton brokered under this Contract. 3. NOTICES 3.1. Details of each and every transaction brokered by the Parties on behalf of the Client shall be specified in a confirmation letter (the “Confirmation”) to be sent by email to the Co-Broker by the Broker. 3.2. Contact details of each Party authorized representatives: Co-Broker’s authorized representative: Full name: CESAR EDUARDO VICENTE LEON Title: Manager Company: MMS SUPPLIES SRL Address: OCEANIA BUSINESS PLAZA, TORRE 1000, PISO 49 OFICINA B2 PANAMA, REPUBLICA DE PANAMA Mobile: +507 64504451 Email: [email protected] Broker’s authorized representatives: Name: José Vilar Title: Director Mobile: +58-424-1230737 email: [email protected] 4. PAYMENT 4.1. The Fee due for each transaction shall be determined by multiplying the Fee (USD per metric ton) by the total quantity brokered (metric tons) stated on the BILL OF LADING approved by seller. 4.2. The payment of the Fee due for each transaction shall be paid within 10 (ten) days after the Broker receives the payment from its counterparty and once the respective invoice has been issued by the Co-Broker. 4.3. All payments due between the Parties pursuant to this Contract shall be made by electronic transfer to the respective Party’s bank account. Bank information for the purpose of fees payment, should be facilitated by the Co-Broker in the fees bill produced by him and being also duly presented to the Client. 5. CONFIDENTIALITY 5.1. The contents of these terms and conditions (including any amendments hereto) and any other information of a proprietary or confidential nature belonging to a Party (“Confidential Information”) shall remain confidential between the Broker and the Co-Broker. 5.2. Accordingly, neither Party (a “Recipient”) shall disclose to any third party nor use for any purpose not contemplated by this agreement or expressly determined by mutual consent by the Parties, any Confidential Information disclosed to it by the other Party save to the extent that such disclosure is required by any applicable law. 5.3. The provisions of this Clause shall not apply to any Confidential Information which is trivial, is in the public domain or was already in the Recipient’s possession prior to the date of any such disclosure. 6. LIMITATION OF LIABILITY 6.1. Neither Party shall be liable to the other for any partial performance, delay in performance or non-performance of its obligations hereunder to the extent that such partial, delayed or non-performance results from circumstances which are beyond the reasonable control of such Party having acted as a reasonable and prudent operator, including without limitation acts or regulations of any governmental or supranational bodies and the failure of any relevant correspondent or other agent of a Party, dealer, exchange, clearing house or regulatory organization. 6.2. In no event shall either Party be liable to the other for any incidental, consequential, special or punitive damages of any nature arising out of this Contract. 7. AVOIDANCE OF CONTRACT 7.1. There is a breach of Contract where a Party fails to compliance any of its obligations under this Contract, including defective, partial or late compliance. 7.2. There is a fundamental breach of Contract where strict compliance with the obligation which has not been performed is of the essence of this Contract. 7.3. A declaration of avoidance of this Contract is effective only if it is made by notice to the other Party. 7.4. This Contract may be terminated immediately upon the delivery of a written notice to either Party. Any termination of this Contract shall not relieve either Party of any obligation accrued prior to the effectiveness of such termination. 8. FORCE MAJEURE 8.1. In the event that the performance of carrying out of this Contract is prevented or delayed in whole or in part by war, revolution, riot, strike or fire, flood, typhoon, peril, vessel troubles or accident of the sea, inability to obtain bunker oil breakdown of loading facilities restriction of Government, force majeure or any causes beyond the control of either Party hereto, then the defaulting Party shall not be liable for any default in the performance of all or any part of this Contract. 8.2. In the event of any force majeure of default as specified herein, the Parties shall use their best endeavor faithfully to find out the best possible means to minimize the loss and damage resulting from such circumstances and shall also seek alternative means to make the objects of this Contract possible. 9. NON-CIRCUMVENTION 9.1. No Party shall in any way whatsoever circumvent or attempt to circumvent the other Party by entering into any negotiation or dealing with the counterparties, projects or other third parties for a minimum period of 2 (two) years from the date of introduction by the other Party. 10. INTEGRATION CLAUSE 10.1. This Contract sets out the entire agreement between the Party. Neither Party has entered into this Contract based on any representation, warranty or commitment of the other Party that is not expressly set out or mentioned in this Contract. This article shall not exclude any liability for fraudulent misrepresentation. 10.2. This Contract may not be varied except by an agreement of the Party in writing (which may include email). 10.3. The Parties each hereby warrant that by entering into this Contract, they are not breaching any existing Contract with any third parties or breaching any laws or regulations that are applicable to it. 10.4. The parties also declare that have the capacity and authority to fulfill the obligations required of it hereunder and nothing prohibits or restricts the right or ability to carry out the terms hereof. 11. GOVERNING LAW 11.1. This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Venezuela. 11.2. Each Party irrevocably agrees that the Venezuelan Courts in Caracas shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation. 11.3. The parties may at any time, without prejudice to the proceedings established in this Clause, to settle any dispute arising out of or in connection with the present contract in accordance with the ICC Mediation Rules. 12. OTHERS 12.1. This Contract shall be binding and will benefit the respective successors and assignees of the Parties, provided that neither Party shall grant or transfer any of its rights and obligations without the prior written consent of the other Party. 12.2. If any of the provisions of this Contract is invalid or unenforceable in accordance with the law of Venezuela, then, to the maximum extent permitted by law (i) the other provisions of this Agreement shall remain in full force and effect in such jurisdiction and shall be construed freely to carry out the intentions of the Parties hereinafter as possible and (ii) the invalidity or unenforceability of any provision herein in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction. 12.3. The language of the contract and the correspondence, notices, certificates, shall be English and Spanish Executed by the duly authorized representative of each Party, effective as of the Effective Date; By the Broker: By the Co-Broker: Name: José Vilar Name: CESAR EDUARDO VICENTE Title: Title: GENERAL MANAGER Director Date: December 2th, 2020 Date: December 2th, 2020
