Mexico City, June 15, 2022

J&T INTERNATIONAL LOGISTICS MEXICO LIMITED, S. DE R.L. DE C.V.

AVENIDA PATRIOTISMO 229, PISO 3, COLONIA SAN PEDRO DE LOS PINOS, ALCALDÍA
BENITO JUÁREZ, C.P. 03800, MEXICO CITY.

Dear Bernardo Villareal:

We refer to the fact that J&T International Logistics Mexico Limited, S. de R.L. de C.V.
(hereinafter the "J&T International Logistics") and XXXXX (hereinafter the "Company") are in
negotiations to initiate a possible business relationship.

We understand that "J&T International Logistics" is a company that complies with a set of laws
and principles referring to the social, economic and environmental reality based on values; that
establishes as the highest standards in its organizational culture, ethics, morals, and everything
that refers to values.

In this regard, we hereby reiterate our commitment to comply with the following:

We know that integrity within the company is one of the fundamental issues within the
organizational culture of "J&T International Logistics", since the fulfillment of its principles and
values allows a constructive environment. Therefore, we commit ourselves to adhere to its
principles and values.

The "Company" declares that none of its shareholders, personnel, family members,
administrators, officers, representatives and/or collaborators have any commercial, work or
business relationship with any of the shareholders, personnel, senior management,
administrators, officers and/or representatives of "J&T International Logistics", nor have they
granted or will they grant, directly or indirectly, any retribution, compensation, benefit or amount
for or in connection with the celebration and execution of this letter.

3.- The "Company" is committed by virtue of this letter to abstain to make agreements or
negotiations with the collaborators of "J&T International Logistics" or entities that share brand, out
of the object of the negotiations that are being carried out and in the future of the business
relationship if it is concreted, specifically, it commits itself to refrain to offer work or to contract
directors, employees or collaborators of "J&T International Logistics" or of entities that share
brand with the same one, until two years after the conclusion of the negotiations or the
contractual relation, without previous express consent on the part of "J&T International Logistics".

4. The "Company" agrees to comply with all laws of the United Mexican States and other
applicable anti-corruption laws and not to act in such a manner as to cause “J&T International
Logistics” to violate any applicable Law, including, without limitation, the United States Foreign
Corrupt Practices Act, Title 15 U.S.C. Section 78dd-1 et seq, Section 78dd-1 et seq. ("Foreign
Corrupt Practices Act") (hereinafter "FCPA") and the General Law of Administrative
Responsibilities (LGRA) of Mexico. without limiting the generality of the obligations of the
"Company" under this paragraph, the "Company" declares:

1. None amount of Money that "J&T International Logistics" has paid or should pay to the
"Company" according to this numeral, directly or indirectly, will be paid to any physical or moral
person or will be accrued by a physical or moral person, different from the "Company", its
employees, advisers and legitimate sellers, except for fees that are legitimately paid to any
governmental agency according to the applicable laws and are documented with official receipts
issued by said agencies, with the obligation to deliver copies of said documents to "J&T
International Logistics".

2. The "Company", directly or indirectly, has not paid, offered, delivered or promised to
pay or deliver nor has it authorized any other natural or legal person to pay, offer, deliver, promise
or deliver money or any other object of value, to:

a) No official or employee of a government agency in Mexico or any other country of any

government agency (federal, state o municipal) their representatives and their equivalents in
other countries.

b) No person holding an public official position in Mexico or in any government agency of the
public administration, whether federal, state or local, or their representatives and their
equivalents in other countries.

c) No political party or official or employee of such party;

d) No political candidate ; or

e) No public union leader;

f) No entity that receives any type of direct financing from any government agency whether
federal, state or local, or their representatives in Mexico or in other countries.

g) No official or employee of any international organization or entity that receives public

financing from another country.

h) Any facilitation payment or payment intended to expedite any governmental procedure that is
not contemplated in the Law.

i) No other natural or juridical person or any other entity, upon the recommendation, request or
instruction of any government official or employee, political party or official or employee of
such party or candidate for any political office or on behalf of any of them.

For the avoidance of doubt, "anything else of value" includes, but is not limited to, providing
travel, food, discount, compensation, allowance, benefit, gift, present, gifts or entertainment.

3. Unless otherwise indicated by "J&T International Logistics", the "Company" is not

owned, controlled, directly or indirectly, or in any other way affiliated with any government agency,
whether federal, state or local, or their representatives, and no shareholder, owner, director,
officer or employee of the Company is: (i) an officer or employee of any government agency of
the public administration whether centralized, decentralized or parastatal, whether federal, state
or local or their representatives; (ii) an officer or employee of any political party; or (iii) a candidate
for any political position.

4. The "Company" agrees to maintain its books and accounts in such a way that they
reasonably, accurately and fairly reflect the operations and dispositions of the amounts that may
be paid in the event of the closing of the business relationship. The "Company" undertakes to
develop and maintain an accounting and internal accounting control system that is capable of
reasonably assuring that: (i) transactions are carried out in accordance with management's
general or specific authorization; (ii) transactions are properly recorded in order to be in a position
to account for assets and prepare financial statements in accordance with generally accepted
accounting principles or any other criteria applicable to such statements; (iii) access to assets is
permitted only in accordance with management's general or specific authorization, (iv) the
recorded accounting of assets is compared with existing assets at reasonable intervals and
proper action is taken with respect to differences, and (vi) prevent and avoid Money Laundering,
tax fraud and tax evasion. The "Company" agrees not to make or allow off-book accounts,
incorrectly identified transactions, recording of non-existent disbursements, recording of liabilities
with incorrect identification of their object or the use of false documents.

5. The "Company" agrees not to be included in any list of denied parties issued in Mexico
and other countries. This includes, but is not limited to, the Lists issued by the Office of Foreign
Assets Control (OFAC) and the Lists issued by the Mexican Tax Administration Service, or any
other similar list issued by the government of another country. In case of being included in some
List of Denied parts the "Company" will have to notify immediately to J&T International Logistics.

6. The "Company undertakes not to execute with one or more private parties, in matters
of public contracting, actions that imply or have the purpose or effect of obtaining an undue
benefit or advantage in international, federal, local or municipal public contracting, as well as any
conduct that implies violations to the laws of economic competition in Mexico and other countries.

7. The "Company" undertakes to ensure that none of its partners or shareholders,

administrators, employees, clients or users and their financing are not related to or derived from
illicit activities, particularly financing of terrorism or money laundering.

8. The "Company" agrees that "J&T International Logistics" will have the right to carry
out, at any time, an investigation and audit, by means of written notification to the "Company", in
order to verify that it complies with the stipulations established in the present document. The
"Company" agrees to cooperate in everything related to the investigation and audit, whose scope,
method and duration will be at the exclusive and reasonable judgment of "J&T International
Logistics". "J&T International Logistics" shall have the right, among other things, to audit the
Company's invoices and important documentation in order to verify compliance with the
requirements set forth in this document including the prohibitions with respect to off-book or non-
registered accounts, incorrectly identified operations, registration of non-existent expenses,
registration of liabilities with incorrect identification of their object and the use of false documents.

9. The "Company" acknowledges and agrees that all payments that could be made, only
be made after "J&T International Logistics" receives an invoice or voucher detailing the products
or services that are delivered or provided during the period in question and that meets all tax
requirements required by law. Each invoice or tax voucher that is extended to "J&T International
Logistics" should contain the following certification: "The "Company" certifies that none of the
amounts of money that are paid by "J&T International Logistics" in accordance with this invoice
have been or will be used to make any payment in violation with the provisions of the anti-
corruption clauses contained in the "Contract" (that could be concluded) respective with "J&T
International Logistics".

10. The "Company" agrees that if it becomes aware, suspects or has reason to know of:
(i) any payment, offer or agreement to pay an official, candidate or political party, or (ii) of any
other occurrence during the term of the negotiations or in its case business relationship, which in
any way renders the statements and certifications of the "Company" made to date or during the
business relationship inaccurate or incomplete, it shall immediately notify "J&T International
Logistics" in writing thereof and of the basis for such knowledge or suspicion and shall direct the
document to director of the legal department of "J&T International Logistics".

11. The "Company" agrees that it will disclose, at any time, the existence and terms of the
negotiations or future business relationship, in compliance with any legal provision or
governmental order, to any governmental authority or entity that "J&T International Logistics"
determines has a legitimate need to know such terms, including, among others, the government
of the United Mexican States.

12. "J&T International Logistics" will have the right to withhold payments or suspend or
terminate the negotiations or otherwise the business relationship without any responsibility for
J&T International Logistics with immediate effect, by delivering a written notice to the "Company",
if "J&T International Logistics" considers in good faith that the stipulations of this document have
been breached. The fact that "J&T International Logistics" terminates the negotiations or
business relationship in accordance with this paragraph will be an additional right but will not
replace the right of "J&T International Logistics" to be compensated for the damages that it has
suffered as a result of the noncompliance of the "Company" to its foreseen obligations.

13. "J&T International Logistics" will not be responsible before the "Company" for claims
that are derived or related to illicit activities or claims for supposed illicit activities of the
"Company" independently of the nature of the same ones or of the place where they have
occurred. if, after an investigation or audit, "J&T International Logistics" concludes in good faith
that this clause has been breached, the "Company" will return any payment that it has made to
"J&T International Logistics". The "Company" will indemnify "J&T International Logistics" for all
the payments that are determined in contravention with this numeral, damages, sanctions, and/or
costs in which it has incurred for claims that are derived or related to the illicit activity of the
"Company".

14. The "Company" shall obtain an annual certification stating: (i) that it is in compliance
with the provisions of this Item; (ii) that neither it nor its representatives have performed any act
that is prohibited by this Item, the FCPA or any other applicable law; and (iii) that neither it nor its
representatives are aware of any possible contraventions of this Item, the FCPA or any other
applicable law, except for possible contraventions that the "Company" has explicitly disclosed to
"J&T International Logistics" and the head of the legal department of "J&T International Logistics",
in accordance with this Item.

15. The "Company" shall have an Integrity Policy in terms of Article 25 of the General
Law of Administrative Responsibilities, which establishes at least the following elements:

I. A clear and complete organization and procedures manual, delineating the roles and
responsibilities of each of its areas, and clearly specifying the different chains of command
and leadership throughout the structure;

II. A code of conduct duly published and socialized among all members of the "Company",
with systems and mechanisms for real application;

III. Adequate and effective control, monitoring and auditing systems, which constantly and
periodically examine compliance with integrity standards throughout the "Company";

IV. Adequate whistle-blowing systems, both within the "Company" and to the competent
authorities, as well as disciplinary processes and concrete consequences for those who act
in a manner contrary to internal rules or Mexican law;

V. Adequate training and education systems and processes regarding the integrity measures
established in this article;

VI. Human resources policies aimed at avoiding the incorporation of people who may pose a
risk to the integrity of the corporation. These policies shall in no case authorize discrimination
of any person based on ethnic or national origin, gender, age, disability, social condition,
health conditions, religion, opinions, sexual preferences, marital status or any other that
violates human dignity and has the purpose of nullifying or impairing the rights and freedoms
of individuals.

VII. Mechanisms that ensure transparency and publicity of the "Company's" interests at all
times.

If any of these elements are missing, the "Company" must inform J&T of this situation in
order to evaluate the degree of compliance.
 16. As it is reflected in the code of conduct of "J&T International Logistics" that the
"Company" manifests to know, "J&T International Logistics" is committed with the highest
standards of commercial ethics. "J&T International Logistics" expects the same degree of
commitment from the "Company". Therefore, the "Company" and all its personnel who are
involved in the affairs of "J&T International Logistics" according to the negotiations or business
relationship (either directly or indirectly) must maintain the highest standards of business ethics
and ensure compliance with all applicable laws".

5. The "Company" warrants and agrees, unconditionally and irrevocably, to hold harmless and,
where appropriate, to indemnify and defend "J&T International Logistics" and any of its entities
and / or companies related to the brand "J&T International Logistics" of any and all liabilities,
damages, charges, detrimental property, losses, expenses, claims, claims, judgments,
convictions, judgments or sentences, including reasonable attorneys' fees and expenses, in any
matter related, derived, motivated or based on or with any acts or omissions of the "Company", its
administrators, officers, directors, managers, dependents, factors, commission agents, agents,
employees, representatives or attorneys-in-fact, particularly in the case of matters related,
derived, motivated or based on or with the negligence, intentional fault, dishonesty or actions or
omissions of the "Company" and any of the above. The obligation of the "Company" to indemnify,
to defend and to take out in peace and safe to "J&T International Logistics" or any of the entities
and/or companies related to the brand "J&T International Logistics" will continue in full force and
effect even in case of rescission, termination or anticipated termination of the negotiations or
future business relations, whatever the cause or reason generating such rescission or
termination.

6. The "Company" declares that in the case that in any of the phases of the negotiation or
business relation a result that can be object of intellectual property is produced, its ownership will
correspond to "J&T International Logistics".

7. The "Company" declares that the confidential information, especially commercial secrets of
"J&T International Logistics", and all the rights to the same that have been disclosed to the
"Company", will remain as property of "J&T International Logistics". The "Company" will not
obtain any right, of any type, on the confidential information, nor any right to use it. The disclosure
of the Confidential Information does not imply the licensing of patent rights or copyrights or any
other rights by "J&T International Logistics".

The confidential information will not be able to be reproduced by any means nor in any format by
the "Company" without express previous written authorization of "J&T International Logistics". In
case that the "Company" was authorized by "J&T International Logistics" to reproduce total or
partially the confidential information, all the reproductions, total or partial and whatever the format
in which they are registered, will have to make express mention to the intellectual property of
"J&T International Logistics" on the information contained in them, counting on announcements of
confidentiality and maintaining the legends that contains the original Information.

We confirm, by the signature of our legal representative, at the bottom of this document, that the
content of the current document has been clearly communicated to the Employees, Officers and
Legal Representatives of the "Company" who may participate in the negotiations or in the
business relationship, as the case may be.

Accordingly:

XXXX

__________________________________
 XXXXX

Legal Representative