WINWIN

WINCAPITAL
LATIN AMERICA
HCTECH S.A S.ALLC
DE C.V
HOLDING DE C.V.
and WIN CAPITAL HOLDING, LLC

THIS NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT (this

“Agreement”), dated May
April 11,
April13th,
30, 2020
2020 is agreed to by and between the undersigned as defined
13 2020
by their respective signatures as Individuals and Corporate entities, collectively, the
“Parties” and each of them a “Party”, as well as “Providers” and each of them “Provider”,
for the purposes of exploring various business relationships and opportunities that the
Parties may wish to explore and pursue

WHEREAS: The Parties desire to enter into certain transactions that will inure to the
mutual benefit of the Parties; and In connection with such transactions, the Parties
recognize that it may be necessary or desirable to disclose certain business relationships
with third parties and/or provide each other with certain confidential information,

SECTION 1. DEFINITIONS.

In this Agreement:

1. “Authorized Recipients” shall mean, in relation to any Party to the extent that it needs
access to Information for the purposes of or in connection with evaluating or negotiating
transactions contemplated by this Agreement, (a) those of such Party’s respective affiliates
and each of such affiliates’ respective officers, employees, advisers, agents and
representatives; and (b) officers, employees and partners of each Party’s advisers, agents
and representatives;

2. “Connected Persons” shall mean, in relation to any Party, to the extent that it is involved
in a transaction contemplated by this Agreement, (a) such Party’s affiliates (including,
without limitation, attorneys, accountants, consultants, bankers, financial advisers, and
sources of capital and financing) of that Party and their respective officers, employees,
advisers, agents and representatives; and (b) officers, employees and partners of each
Party’s advisers, agents and representatives;

3. “Contact” means any bank, investor, source of fund or other person (whether a legal
entity or a natural person) and any of their respective affiliates (a) introduced by the
relevant Provider to a Party (or its affiliates) or (b) otherwise brought to the attention of a
Party by the relevant Provider, in each case in connection with the transactions
contemplated in this Agreement;

4. “Information” all information, analyses, compilations, studies, documents or other

material (whether communicated orally, in written form or through other media)
concerning any company, asset or business related to a Party (including but not limited to:

1|Page
WIN HCtech
WIN WIN LATINCAPITALSa de CV
AMERICA S.A DE C.V.
HOLDING LLCand
Tampico Tamaulipas
WIN CAPITALMiami,
HOLDING,MexicoLLC
FL
 (i) Information disclosed or provided by or on behalf of such Party or its representatives to
the other Party (including any of its Connected Persons), whether before or after the date
of this Agreement; and (ii) Information made available as a result of one or more due
diligence processes) together with any analyses, compilations, studies, documents or other
material written or otherwise prepared by the receiving Party or its Connected Persons, that
reflects or incorporates such information.

5. “Provider” shall mean, as the context requires, that Party (either directly or indirectly
through any of its respective Connected Persons) that provides Information to the other
Party or to the other Party’s respective Authorized Recipients.

6. In consideration of the mutual disclosure of Information, each Party agrees and

undertakes to the other Party in relation to their respective Information as follows:

SECTION 2. NON-CIRCUMVENTION.

1. Neither Party shall in any manner solicit or accept any business in any manner from, or
otherwise enter into any direct negotiation or transaction with, any Contact without the
express permission of such Provider.

2. Both Parties agree to manage the “resulting” relationships that come from any
introductions made, and those relationships shall be part of this agreement. For clarity, if a
Party makes an introduction to a person or company, and that person or company
introduces to another person or company, then that shall be considered an introduction
made by the original introducing Party and all terms and conditions of this agreement shall
be in effect.

3. Each Party undertakes not to make use of a third party to circumvent this Section 2 or
any other provision of this Agreement.

SECTION 3. DUTY OF CONFIDENTIALITY.

1. Each Party shall hold the Information in strict confidence and shall not disclose, copy,
reproduce or distribute any of it for any purpose other than (a) for its internal review in
accordance with the transactions contemplated by this Agreement, (b) to an Authorized
Recipient, on condition that the Authorized Recipient agrees not to disclose, copy,
reproduce, or distribute it to any person who is not an Authorized Recipient, or (c) with the
prior written consent of the Provider of the relevant Information (which may be withheld
in the Provider’s absolute discretion).

2. Each Party undertakes with the other Party that neither it nor any of its Authorized
Persons and/or Connected Persons shall, without the prior written consent of the Provider
of the relevant Information, use any of the Information for any purpose other than in
connection with the transactions contemplated by this Agreement.

3. Each Party shall use at least the same degree of care as it uses to protect its own
Information of a like nature (and, in any event, no less than a reasonable degree of care) to
prevent the unauthorized use or disclosure of Information.

2|Page
WIN WIN LATIN
WIN AMERICA
CAPITAL S.A DELLC
HOLDING C.V. and
WIN CAPITAL HOLDING,
Miami, FL LLC
 4. Any creative contribution that a Party makes to the others material, will be considered a
work for hire, and no claim may be made to the intellectual property rights, thereof, unless
otherwise agreed to in writing.

SECTION 4. EXCEPTIONS.

The above undertakings shall not apply to Information that:

1. The information or material that, at the time of its disclosure, is, or thereafter becomes,
part of the public domain otherwise than as a result of any act, disclosure or default by the
relevant Party or any of its Connected Persons; except through breach of the undertakings
set out in this Agreement;

2. Subsequently comes lawfully into the possession of a Party or an Authorized Recipient

from a third party who does not owe the other Party or any of its Connected Persons an
obligation of confidence in relation to it; or

3. Is required to be disclosed by law, regulation or any governmental or competent

regulatory authority (including without limitation, any securities exchange), as long as and
to the extent reasonably practicable the disclosing party supplies a copy of the required
disclosure to and consults in advance with the Provider of the relevant Information on the
proposed form, timing, nature and purpose of the disclosure (and incorporates any
amendments or additions reasonably requested by the Provider).

SECTION 5. OBLIGATION TO PROCURE COMPLIANCE.

Each Party shall ensure that each of its respective Authorized Recipients and Connected
Persons who receives any Information is aware of and adheres to the terms of this
Agreement. Each Party shall be responsible for any breach of this Agreement by any of its
Authorized Recipients or Connected Persons.

SECTION 6. RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATION.

Upon the written request of the Provider, each Party agrees, to the extent practicable, to:

1. Return to the Provider all documents containing Information (other than analyses,
memoranda or other documents derived from the Information) provided to it;

2. Destroy all copies of any analyses, memoranda or other documents derived from the
Information provided to it; and

3. Expunge all Information provided to it from any computer, word processor or other
device containing such Information.

4. If so requested by the Provider, each Party shall deliver to the Provider a certificate
signed by the company secretary or other Authorized officer confirming that the
obligations contained in this Section 6 have been complied with.

SECTION 7. NO REPRESENTATION OR WARRANTY.

3|Page
WIN WINWIN
LATIN AMERICA
CAPITAL S.A DELLC
HOLDING C.V. and
WIN CAPITAL HOLDING,
Miami, FL LLC
 1. Each Party acknowledges and agrees that any Information provided to it does not purport
to be all-inclusive and that no representation or warranty is made by the Provider as to the
accuracy, reliability or completeness of any of the Information. Accordingly, each Party
agrees with the other on its own behalf and as agent for each of its respective Connected
Persons that neither it nor any of its respective Connected Persons shall, unless and to the
extent set out in any final documentation with respect to any specific transaction between
the Parties:

2. Have any liability to the other Party or to any other person resulting from the use of
Information by it; and

3. Be under any obligation to provide further Information, to update Information or to

correct any inaccuracies (save to the extent that any such inaccuracies would or are likely
(in its reasonable opinion) to materially affect the decision of the other Party to proceed
with the relevant transaction).

4. The terms of this disclaimer may not be varied or terminated without the prior written
consent of each of the Parties. This paragraph does not exclude any liability for, or remedy
in respect of, fraudulent misrepresentation.

5. Each Party’s Connected Persons may rely on and enforce this Section 7 directly against
the other Party (as relevant) and each of the other Party’s respective Connected Persons (as
relevant).

6. Each Party is aware that it is under confidentiality restrictions and thus may be limited
in the information that it can provide to the other Party; provided that, in the event that a
Party has material information that, as a result of confidential obligations, cannot be
disclosed to the other Party, and such information might in the reasonable opinion of that
Party impact on the willingness of the other Party to enter into a transaction contemplated
by this Agreement on the negotiated terms, including price, that Party shall inform the other
of such omission.

7. Save as expressly set out in this Agreement, each Party acknowledges to the other that
neither it nor any of its respective Connected Persons shall owe any duty of care to the
other Party or to any other person.

SECTION 8. MISCELLANEOUS.

1. This Agreement embodies the entire understanding of the Parties hereto and supersedes
all prior negotiations, understandings, and agreements between or among them with respect
to the subject matter hereof.

2. Each Party acknowledges and agrees that the undertakings set out in this Agreement
shall survive completion of the negotiations between the Parties, whether or not any related
transaction is implemented, unless such undertakings are terminated, amended or
superseded by a subsequent written agreement signed by both Parties.

3. No amendment, modification, supplement or waiver of any provision of this Agreement,

nor consent to any departure by any of the Parties herefrom, shall in any event be effective

4|Page
WIN WINWIN CAPITAL
LATIN HOLDING
AMERICA S.A DELLC
C.V. and
Miami,
WIN CAPITAL FL
HOLDING, LLC
 unless the same shall be in writing and signed by the Parties hereto, and then such
amendment, modification, supplement, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

4. If any provision of this Agreement shall be held invalid or unenforceable in whole or in

part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the
extent of such invalidity or unenforceability without in any manner affecting the validity
or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any
jurisdiction. The Parties agree to amend this Agreement to reflect applicable law in a
manner consistent with the intent of this Agreement, if requested by one of the Parties.

5. Each Party agrees that unless and until a definitive agreement between the Parties
regarding a specific transaction has been executed, neither Party shall be under any
obligation whatsoever to negotiate or conclude any transaction and any termination of
discussions or negotiations by a Party shall be without liability to the other Party.

6. This Agreement may be executed in any number of counterparts, each of which, when
so executed, shall be deemed an original, but all such counterparts, taken together, shall
constitute but one and the same instrument.

7. Each Party shall pay the costs and expenses incurred by it in connection with entering
into this Agreement.

8. The validity, construction, interpretation and enforceability of this Agreement shall be

governed by the law of the State of California,
Florida, thethe United
United Statesofof
States America.
America.

9. Any dispute arising from, or in connection with, this Agreement shall be referred to
arbitration pursuant to the rules of the International Chamber of Commerce. The seat of
such arbitration shall be Los Angeles, California or such other venue as may be mutually
Miami, Florida
agreed by the Parties.

10. This Agreement will be governed by and construed in accordance with the laws of the
Florida excluding that body of laws known as choice of law or conflict of laws.
State of California,
Subject to the provisions of this Section, all disputes, controversies or claims arising out of
or relating to this Agreement will be resolved through mandatory binding arbitration
conducted in Los Angeles, California, before J.A.M.S./ENDISPUTE or its successor
Miami, Florida
("JAMS") pursuant to the United States Arbitration Act, 9 U.S.C. Section 1, et seq. (the
"Act"); and the terms and conditions of this Agreement. The arbitration will be conducted
in accordance with the provisions of J.A.M.S.'s Streamlined Arbitration Rules and
Procedures in effect at the time of filing of the demand for arbitration (the "JAMS Rules"),
subject to the provisions of this Section.

11. Parties agree that they shall not, in any communications with the press or other media
or any customer, client or supplier of the other Party, or any of company affiliates, criticize,
ridicule or make any statement which disparages or is derogatory of the other or its
affiliates or any of their respective directors or senior officers.

5|Page
WIN WINWIN
LATIN AMERICA
CAPITAL S.A DELLC
HOLDING C.V. and
WIN CAPITAL HOLDING,
Miami, FL LLC
 12. Parties agree not to conduct so called “Poaching Activities” in which there is soliciting
of relationships and opportunities, where they are enticed to leave one another’s venture
and join their existing or future endeavors.

SECTION 9. DAMAGES

In the event of circumvention, either directly or indirectly the circumvented party shall be
entitled to a legal monetary penalty award, equal to the maximum consulting service,
consultancy fee, commission, and/or profit originally expected or contemplated to be
realised from such transactions. This payment shall be levied against and payment shall be
due on demand by the Parties engaged in the circumvention, also in addition it shall include
all legal expenses in the recovery of said funds if collected through legal action of any
manner or form by either Party. In the event of legal action due to circumvention, the
circumventing party shall bear all the legal costs, fees, transportation costs, investigative
fees/costs, and any ancillary costs and/or fees incurred in the recovery of compensation
due, these expenses will become due upon demand with proper documentation supporting
such claim.

Termination.

This Agreement shall be terminated:

i. in case of non-performance or default by any of the Parties duties; or

ii. upon the discovery by either of the Parties hereto, of willful intent on the part of
another Party or Parties to deceive, circumvent and/or defraud any or either of the
Parties hereto, (or anyone with whom the Parties hereto may be associated), and
written notification of such discovery by the injured Party to the other Parties.
iii. Upon termination for the reasons stated in this Section 18, this Agreement shall
be terminated and be wound up. However, the termination of this Agreement,
shall not affect the rights of any Party stated in the terms and conditions of this
Agreement to regarding the payment of any pending situations among the Parties
such as disbursement of profits as well as the confidentiality rules, among other
cases.

Force Majure. It is explicitly understood that all Parties shall hold each other harmless
for any act or deed of a third Party and that the provisions relating to Force Majeure as defined
by the International Chamber of Commerce, Paris, France in their publication UCP No. 600
and/or latest amendment shall apply.

Indemnification. Each Party agrees to indemnify and hold the other Party(ies) harmless
from any and all actions, claims, damages, losses, debts, liabilities and expenses caused or taken
by himself arising out of the performance of his duties for this joint venture, directly, indirectly

6|Page
WIN WINWIN CAPITAL
LATIN HOLDING
AMERICA S.A DELLC
C.V. and
Miami,
WIN CAPITAL FL
HOLDING, LLC
 intentionally, negligently or not. Each Party shall be liable only for its own actions, debts and
liabilities.

Time is of the Essence. The Parties hereto agree that time is of the essence hereby agree
to be truthful, forthcoming, cooperative and timely with regard to all information and/or actions
that shall be required in order to enable the delivery and to complete the transactions that are
contemplated herein.

This portion to remain blank/Signature page to follow

This Agreement sets forth the entire understanding and agreements of the partners with respect to
the subject matter hereof and supersedes all other oral or written representations and
understandings. This Agreement shall remain in effect for a period of five (5) years from the date
of execution or cancelled by mutual and unanimous agreement of all of the undersigned.

7|Page
WIN WINWIN CAPITAL
LATIN HOLDING
AMERICA S.A DELLC
C.V. and
Miami,
WIN CAPITAL FL
HOLDING, LLC
IN WITNESS THEREOF, the Parties have executed this Agreement on the dates set forth above
with his respective signature.

____________________________________________
Name:
Karla Treviño
Company:
Win Capital Holding LLC

Name:
Alfredo Siebert
Company:
Win Capital Holding LLC

___________________________________________
SAULTrevino
Karla ARENAS MARTINEZ
HCtech
WIN S.A. deHOLDING
CAPITAL C.V. LLC
117 NE 1st 5502
Av Hidalgo Ave, Miami, FL 33132Mexico
Piso 5 Tampico

8|Page
WIN WIN LATIN
WIN AMERICA
CAPITAL S.A DE
HOLDING C.V. and
LLC
WIN CAPITAL HOLDING,
Miami, FL LLC