PRIVATE WRITING OF ESTABLISHMENT OF JOINT VENTURE

Code: CSGP/ITC/SBLC/MPPP/202209
 
The present private agreement assumes the nature of a Cooperative Joint Venture with
the exclusion of any phenomenon of concentration pursuant to the "Community
Regulation on concentrations" (Reg. No. 139/2004 of 20.01.2004 and subsequent
amendments) and in compliance with the Antitrust regulations relating to the formation
of cartels between companies pursuant to the prohibition pursuant to art. 101,
paragraph 1, TFEU.
It is acknowledged that the formation of this contractual Joint Venture was preceded
by an in-depth analysis on the feasibility of establishing the relationship, with a
convergence of intentions between the parties.
It is acknowledged that the parties undertake, on the specific point of the agreement, to
negotiate with exclusive with the commitment not to start or continue negotiations
with third partners tending to the same objectives pursued with the existing bargaining.
By explicit agreement between the parties, this private agreement is understood to be
concluded in Italy and that, therefore, the law of the place of conclusion of the contract
is intended to be applicable.
The parties mutually acknowledge that this Private Agreement is subject to a double
suspensive condition against respectively Part A and Part B, (to be declared later).
Only upon the occurrence of the events subject to the commitment of each Party, the
Joint Venture Private Agreement will produce the effects indicated following and the
obligations of the Parties will become mutually binding. The non-occurrence of an
event, to which each party had undertaken, will not produce effects for the defaulting
party nor will it give rise to the right to compensation for any damages in favor of the
Party which, on the other hand, has fulfilled its obligations and made it possible to
promised event.

Part “A”____________________                                       Part “B”_____________________ 
PRIVATE WRITING OF ESTABLISHMENT OF JOINT VENTURE
Code: CSGP/ITC/SBLC/MPPP/202209
 
This Private Agreement is concluded between the following Parties:
On the one Part:
1) CONSORCIO DE SERVICIOS GENERALES PIDA S.A.C., identified with Tax
number 20557100408 and its legal address at Calle los Manzanos St. No. 235,
San Isidro, Lima, Peru and legally represented for this act, by its General
Manager Mr. Juan Bautista Yendys Álvarez of Venezuelan nationality, with
passport number No. 071732769, (Hereafter called "Part A")
On the other Part:
2) INTERNATIONAL TECHNICAL CONSULTANTS LTD, 741 HIGH ROAD LONDON
(UK), Company Reg N.04555793 in the person of Mr. Marco Signorini, born in
Ancona on 11/5/1960, resident in Loreto Via Vespucci 33 60025 IT. Passport
No. YA7646123 issued on 2/4/2015 expiring on 1/4/2025, (Hereafter called
"Part B");

IS PREMISED

a) That a substantial agreement has been previously reached between the parties
indicated above on the fundamental principles regulating the relationship and that this
agreement constitutes the sole prerequisite of this deed that the parties themselves have
undertaken to stipulate and formalize;
b) That the Part B has a consolidated experience in the fields of design and execution
of works for industrial production and production of alternative energy, in the sector
of financial technique in relation to public-private partnerships for the design,
construction and management of works with services (project financing); who has a
consolidated ability to access financial tools and platforms by turning to highly
competent and serious providers;
c) That the Part A has the capacity to obtain the issuance for assignment of an SBLC,
whose specific data such as amount, issuing bank, expiration date, etc. will be reflected
in Annex 1, which is an integral part of this agreement; and undertakes to ensure that
the SBLC is such as to allow its subsequent monetization and inclusion in the Financial
Platform for a financial trading operation.
d) That the Part A intends to use, as per the above corporate decision, of the Security
referred to in point c) above, once issued, for structure an activity financial through its

Part “A”____________________                                       Part “B”_____________________ 
PRIVATE WRITING OF ESTABLISHMENT OF JOINT VENTURE
Code: CSGP/ITC/SBLC/MPPP/202209
 
monetization and subsequent reliance on a financial platform to activate a trading
operation. The main reason for this Joint Venture agreement is the financial structuring
of the security to be issued and assigned, in order to obtain financing, (Liquid capital
for investments) in favor of the Promotion of Investment Programs, Development of
sustainable commercial, humanitarian and social projects, mainly planned and
approved in favor of the eradication of poverty and the mutual interest of the parties
involved in this contract. The costs of Issuance and anything else necessary for the
conferral of the Security on the platform are the sole responsibility of the Company
benefiting from the Security.
e) That the Part B, in order to achieve the objectives set by the Part A, has the ability
to access financial tools and platforms by turning to highly competent and serious
providers;
f) That in the agreement of the parties, the aforementioned Security (point c) will be
intended for the management of a financial platform for its monetization and
consequent financial program for obtaining a monthly income, for the duration of ...
months, useful and necessary to achieve the essential liquidity for planned investments;
g) Given the above, which is an integral part of this deed, the Parties unanimously
establish the regulatory principles of the competences and obligations that are at the
head of the individual components of this Joint Venture Private Agreement.

1) Object of the Joint Venture

This agreement has as its object:
1) The commitment on the Part A to obtain the issue, under assignment, of an
SBLC (according to Anex 1), and undertakes that the SBLC is such as to allow
its subsequent monetization and inclusion in the Financial Platform for a
financial Trading operation. To bear the costs of Issuance, and anything else
necessary for the conferral of the Security on the platform as an obligation of the
Company benefiting from the Security;
2) The commitment on the Part B to activate all the procedures necessary for the
monetization of the same Security and its trading on a suitable Financial
Platform chosen by the same Company and communicated for acceptance to the
Part A;
3) The management of subsequent financial relationships as specified below.

Part “A”____________________                                       Part “B”_____________________ 
PRIVATE WRITING OF ESTABLISHMENT OF JOINT VENTURE
Code: CSGP/ITC/SBLC/MPPP/202209
 
Therefore:
1.1) Part A provides for the preparation of all the essential corporate documents for
the request for issuance and consequent assignment of the SBLC ............ .. referred to
in Point c) of the Preamble of this Deed in order to structure a financial activity through
its monetization and subsequent reliance on a financial platform to activate a trading
operation. It undertakes to communicate to Part B the results of the activity it has
undertaken, in order to demonstrate that the object of the condition placed against it
has occurred;
1.2) Part B, for the reasons described above, undertakes to prepare all project deeds
that constitute the prerequisite for the activation of financial trading activities. Part B
also undertakes to take care of all the acts necessary for the monetization of the SBLC
referred to in point c) of the Preamble by appointing a Provider of absolute competence,
in the most convenient form possible, through the intervention of a financial banking
platform as above indicated in point d of the premises), in order to achieve a monthly
financial availability useful for achieving the set objectives. Party B undertakes to
communicate to Party A the final result of its activity as described above, in order to
demonstrate that the object of the condition placed against it has occurred and in order
to have formal acceptance by the Part A. In this communication, Part B undertakes to
insert the procedures required by the Provider and the Platform to start and conclude
the entire financial transaction. Since Provider and Platform cannot indicate
procedures, times and conditions before having received the data relating to the
financial instrument on which to operate, the offer of Part B can only be formulated
after receipt of the Swith Mt 799 with the Verbiage of the established financial
instrument from the bank. It undertakes to communicate any irregular eventuality that
may arise to the detriment of this contract, to permanently protect, as far as its powers
are concerned, the rights of Part A in relation to the Structuring and Financial
Management agreed in this Contract.
1.3) Part B also undertakes to have the Body that monetizes the SBLC accept the
exclusion of Part A for everything concerning possible risks due to any type of default
in the financial transactions to be developed. Any errors or non-fulfillment in the issue
of the SBLC will be borne by the issuing Bank or by the Provider who make the issue.
Any liability in monetization operations or failure to comply with the deadlines set out
in the signed deeds will be borne by the holders of the credit lines or the relative banks.
Any responsibilities in the development of investment programs and trading operations
will be borne exclusively by the Banks or Financial Institutions that actually operate.
All the aforementioned Institutions must keep Part A exempt from liability for all facts

Part “A”____________________                                       Part “B”_____________________ 
PRIVATE WRITING OF ESTABLISHMENT OF JOINT VENTURE
Code: CSGP/ITC/SBLC/MPPP/202209
 
not connected to its specific commitments declared. By express agreement of the
Parties, no direction or control may be carried out by them on any cash flows resulting
from monetization or trading operations, with the exception of flows generated by way
of dividends or final profits arising from the aforementioned operations. These flows
will be deposited in the individual accounts of each party through the International Pay
Master established in the Master Contract. The Parties to this JVA act as proponents
and beneficiaries of the financial transactions carried out by the financial operator
organizations, without any responsibility for the transactions carried out.
1.4) The management of the financial and economic relations deriving from this deed
will be carried out, by express agreement between the parties, by assignment to Pay
Master who will carry out the financial part of this agreement in the manner and within
the terms established therein. The indication of the Pay Master will be made by Part
B when, having occurred the event set as a condition (identification of the Provider,
monetization proposal and indication of the Financial Platform willing to carry out a
Trading activity) it will communicate to Part A the results of its contractual
commitment.
The parties undertake to meet all the commitments, duties and obligations arising from
the participation in the Joint Venture, without the constraint of joint and several
liability, carrying out everything necessary and appropriate for the achievement of the
aforementioned purposes.

2) Participation fees
2.1 The benefits resulting from this Joint Venture will be divided between the
parties involved as follows:
2.1The participation in the Joint Venture is divided between Part A and Part B
in the
measure of:
- 40% to be paid to Part A
- 40% to be paid to Part B
- 10% to be paid to Facilitators of Part A
- 10% to be paid to Facilitators of Part B
2.2 The above percentages correspond to the values assigned to each by agreement

Part “A”____________________                                       Part “B”_____________________ 
PRIVATE WRITING OF ESTABLISHMENT OF JOINT VENTURE
Code: CSGP/ITC/SBLC/MPPP/202209
 
between the parties:
A) Part A to provide for the preparation of all essential corporate documents for
the request for issuance and consequent assignment of the SBLC referred to in
Point c) of the Preamble of this Deed in order to structure a financial activity
through its monetization and subsequent reliance on a financial platform to
activate a trading operation;
B) Part B for the commitment to the preparation of all project deeds that
constitute the prerequisite for the activation of financial trading activities. Part
B, moreover, for the commitment to take care of all the acts necessary for the
monetization of the SBLC Title referred to in Point c) of the Preamble by
appointment to Provider of absolute competence, in the most convenient form
possible, through the intervention of a financial banking platform as indicated
above in Point d) of the premises), in order to achieve a monthly financial
availability useful for achieving the set objectives.
2.3 The aforementioned percentages of participation in the Joint Venture
correspond to the right to equal percentages of withdrawal of the liquidity
obtained by monetizing and subsequently earning the SBLC Security referred to
in point c) of the Premises:
- 40% to be paid to Part A
- 40% to be paid to Part B
- 10% to be paid to Facilitators of Part A
- 10% to be paid to Facilitators of Part B
The possibility of withdrawal is subject to the occurrence of the events placed
under conditions to be borne by the two Parties as specified above, for each
Party.
2.4 By explicit agreement between the parties, Part A and Part B agrees to
deduct a 10% each from its withdrawal percentage to be allocated, as
commissions, to the intermediaries who have made it possible to conclude the
Contract. The recognition of these commissions will be formalized in an
"Irrevocable Master Fee Protection" (IMFPA) with the "Extentions and roll
overs" that this contract may have as integral part of it.
2.2 By explicit agreement between the parties, the destination and relative
transfer of the sums obtained, as indicated above and in the percentages provided

Part “A”____________________                                       Part “B”_____________________ 
PRIVATE WRITING OF ESTABLISHMENT OF JOINT VENTURE
Code: CSGP/ITC/SBLC/MPPP/202209
 
for in point 2.3, will be carried out by a Pay Master identified as described above
in point 1.3.

3) Annexes of this agreementThis agreement between the parties will have 2

Annexes: one to define the characteristics of the financial instrument that will be
provided to Party A and the other with the step-by-step procedure and some general
consideration.
Both annexes will be considered a legal and integral part of this agreement.

4) Duration
This Joint Venture has a duration of 5 (five) years from the signing of the parties and
may be extended for the period deemed appropriate by the parties.
For the purpose of a greater guarantee of mutual interests and to operate a suitable trial
period of the correct operation of the participants in the JVA, the Parties unanimously
establish that the withdrawal of a party may occur only for the fail of the corporate
purpose or for clear violation the contractual obligations borne by the other party, or
because the parties jointly decide to interrupt the mutual collaboration.

5) Body of the Joint Venture

The body of the Joint Venture is the Executive Committee made up of two members
per Party and meets at the request of 50% of the members.
The Executive Committee has the purpose of providing, by contributing for the part
of its competence, to the control of the good performance of the executive acts and the
implementation of the activities necessary for the successful achievement of the object
of this agreement, as well as the preparation of all the documentation required by Public
and private offices connected with the provisions of the introduction. In the event of
resolutions, the decision is taken by simple majority.

6) Obligations of the parties

The parties undertake to behave in good faith in the activities related to the realization
of the object of this agreement.

Part “A”____________________                                       Part “B”_____________________ 
PRIVATE WRITING OF ESTABLISHMENT OF JOINT VENTURE
Code: CSGP/ITC/SBLC/MPPP/202209
 
They also commit themselves to the mutual secrecy pact for all data, news, documents,
decisions between them on the occasion and by reason of this agreement.
They also undertake not to disclose to third parties the contents of intermediate acts
that may be necessary to achieve the object.
In the same way, the participation fee and the withdrawal fee set in this agreement are
considered non-disclosable sensitive data; this obligation of secrecy does not apply to
all public deeds, certifications, and documents originating from public offices or in any
case already known to third parties by their nature.
The PARTIES agree that the costs and expenses incurred will be borne by each party
making them, unless otherwise agreed by mutual agreement.
7) Tax Payment
The taxes deriving from the assignment of the sums to the Parties will be borne by each
party without joint and several liability.

8) Uniqueness of the Contract

The PARTIES expressly agree that, once signed, this Agreement cannot be modified,
unless the parties, by mutual agreement, also modify it with an Appendix.

9) Mediation
Any dispute that may possibly arise between the Parties, in relation to the interpretation
and application of this agreement, must first be the subject of an attempt at voluntary
conciliation according to Italian law pursuant to Legislative Decree no. 28.
The parties undertake to resort to mediation before starting the arbitration procedure
referred to in point 9) of this contract.

10) Arbitration clause

Once the voluntary conciliation referred to in point 8) is in vain, any dispute that may
arise between the Parties regarding the interpretation and application of this agreement
will be resolved by international arbitration at the Paris Chamber of Commerce.

Part “A”____________________                                       Part “B”_____________________ 
PRIVATE WRITING OF ESTABLISHMENT OF JOINT VENTURE
Code: CSGP/ITC/SBLC/MPPP/202209
 
Read, approved and undersigned

SIGNATURE AND STAMP "PART A"

SIGNATURE AND STAMP "PART B"

Part “A”____________________                                       Part “B”_____________________ 
PRIVATE WRITING OF ESTABLISHMENT OF JOINT VENTURE
Code: CSGP/ITC/SBLC/MPPP/202209
 
PASSAPORT PART A

Part “A”____________________                                       Part “B”_____________________ 
PRIVATE WRITING OF ESTABLISHMENT OF JOINT VENTURE
Code: CSGP/ITC/SBLC/MPPP/202209
 
PASSAPORT PART B

.............................. END OF DOCUMENT ..............................

Part “A”____________________                                       Part “B”_____________________ 
PRIVATE WRITING OF ESTABLISHMENT OF JOINT VENTURE
Code: CSGP/ITC/SBLC/MPPP/202209
 
Annex 1:
This annex is part of the JV with Code CSGP/ITC/SBLC/MPPP/202209
and is a legal part of it, with the sole objective of defining the details of the
SBLC as follows:

Type of financial instrument : SBLC

Issuing Bank Name :

Issuing Bank Address :

Swift Code :

Bank Officer :

Bank Telephone :

Bank Fax # :

Bank eMail :

Instrument Code:

Face Value of the instrument :

Expiration Date :

Beneficiary :

Beneficiary Telephone :

Beneficiary Fax # :

Beneficiary eMail :

.............................. END OF ANNEX 1 ..............................

Part “A”____________________                                       Part “B”_____________________ 
PRIVATE WRITING OF ESTABLISHMENT OF JOINT VENTURE
Code: CSGP/ITC/SBLC/MPPP/202209
 
Annex 2:
This annex is part of the JV with Code CSGP/ITC/SBLC/MPPP/202209 and is a
legal part of it.

PROCEDURE:
1. Receipt of the updated KYC (no more than 72 hours older from its issuing)
including the EUROCLEAR document.
2. Original EUROCLEAR not older than 15 days
3. Main bank documents of issuance in original (PDF)
4. GLOBAL C&D
5. Official DD and response within 72 hours
6. With a positive response to the DD, the mandate is signed with a duration of 3
weeks
7. Reception of the Monetization Declaration and PPP Proposal (by ITC)
8. Acceptance of the proposal by the client
9. Signature of the IMFPA
10. Reception of the official proposal of the financial structure
11. Possible call or video call with the trading desk (this can happen before or after
the signing of the contract)
12. Submission of the contract and signature
13. Start of operation
Final consideration on the responsibility of the parties:
Both parties agree that, in each and every one of the financial operations carried out
as an integral part of this JV or any of its extentions and/or roll overs, their only
function will be that of beneficiaries, intermediaries or facilitators of said financial
operations.
Likewise, the parties state that none of them will have control or be able to direct, in
any way, the flows of money from said operations. Having only access to their own
individual dividends generated by the operations, which will always be deposited in

Part “A”____________________                                       Part “B”_____________________ 
PRIVATE WRITING OF ESTABLISHMENT OF JOINT VENTURE
Code: CSGP/ITC/SBLC/MPPP/202209
 
the individual accounts of each part through an International Pay Master previusly
aproved by them according to the agreement.
Likewise the parties declare and accept that everything related to the possible risks
for any type of non-compliance in said financial operations, will always be the full
responsibility of the Banks and Financial Institutions involved in them, let's say
Issuing Banks, Beneficiary Banks of the instruments, Monetizing Banks or Banks
responsible for PPP programs.
.............................. END OF ANEX 2 ..............................

Part “A”____________________                                       Part “B”_____________________