MEMORANDUM OF UNDERSTANDING

This MEMORANDUM OF UNDERSTANDING (“MOU”) is made by and

between:

1. AAAAAAAAA;

2. BBBBBBBBBB;

3. CCCCCCCCCCC;

4. DDDDDDDDDDD;

All hereinafter referred to as “SELLERS”;

5. XXXX, a company organized and existing under the laws of [state],

[country], and having its registered office at [complete address],
hereinafter referred to as “XXXX”;

SELLERS and XXXX will be jointly hereinafter referred to as “PARTIES”.

RECITALS

(i) Whereas XXXX is a company duly established according with

Brazilian laws, headquartered at, hereinafter refferred as
“OOOOO”;

(ii) Whereas YYYYY is a company duly established according with

Brazilian laws, headquartered at, hereinafter refferred as “YYYYY”,
jointly with XXXXreferred herein as to “COMPANIES”;

(iii) Whereas AAAAA is the owner of 3.015.073 quotas of XXXX,

representing 74,5% of XXXXtotal capital;

(iv) Whereas BBBBB is the owner of 404.707 quotas of XXXXKkkkk,

representing 10,0% of XXXXtotal capital;

(v) Whereas cccccc is the owner of 404.707 quotas of XXXXKkkkk,

representing 10,0% of the XXXXtotal capital;

(vi) Whereas DDDDDD is the owner of 222.589 quotas of XXXXKkkkk,

representing 5,5% of the XXXXtotal capital;

(vii) Whereas EEEEE is the owner of 200 quotas of YYYYY, representing

1,0% of YYYYY’s total capital;

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 (viii) Whereas FFFFF is the owner of 19.800 quotas of YYYYY ,
representing 99,0% of YYYYY’s total capital;

(ix) Whereas the COMPANIES are engaged in the business of rental,

install and assembly of construction equipment such as air
platforms that serves the construction and several other industries
in Brazil;

(x) Whereas XXXX is a [nationality]company engaged in the business of

[∙];

(xi) Whereas the PARTIES decide to establish the general guidelines for
a deal on which XXXX intends to purchase the quotas that
represent 100% of total capital of the COMPANIES according to as
follows.

Therefore, the PARTIES hereto, by their undersigned legal representatives

accept and undertake to fully execute this Memorandum of Understanding
(“MOU”) in accordance with the following terms and conditions:

1. QUOTAS PRICE AND PAYMENT CONDITIONS

1.1 The SELLERS undertake to sell and XXXX commits to purchase the quotas
representing 100% of total issued capital of the COMPANIES (“QUOTAS”), in
two different tranches, according to the conditions bellow:

A. The total purchase price of the first quota tranche is fixed on the current
total amount of R$ iiiiiiiiii for 75% total equity of the COMPANIES,
according to as follows:

Deal Closing Date Down Payment of R$ iiiiiiiii cash (iiiiiiiii) to the

SELLERS

Deal Closing Date R$ iiiiiiiii working capital injection - equity at the

COMPANIES
Deal Closing Date R$ iiiiiiiii (iiiiiiiii) contribution in kind with a equipment
list to be jointly defined between the PARTIES by
the date of signature of SPA as capital contribution
at OOOOO
1st. year Payment of an amount of R$ iiiiiiiii cash (iiiiiiiii) cash
to the SELLERS to be adjusted until the maturity
date according to CDI (Certificado de Depósito
Interbancário)
1st. year R$ 3,000,000.00 (three million Reais) contribution in
kind with a equipment list to be jointly defined
between the PARTIES by the date of signature of
SPA as capital contribution at OOOOO

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2nd. year Payment of an amount of R$ 500,000.00 cash (five
hundred thousand Reais) cash to the SELLERS to
be adjusted until the maturity date according to CDI
(Certificado de Depósito Interbancário)
2nd. year R$ 2,500,000.00 (two million and five hundred
thousand Reais) contribution in kind with a
equipment list to be jointly defined between the
PARTIES by the date of signature of SPA as capital
contribution at OOOOO
3rd. year Payment of an amount of R$ 500,000.00 cash (five
hundred thousand Reais) cash to the SELLERS to
be adjusted until the maturity date according to CDI
(Certificado de Depósito Interbancário)
3rd.year R$ 2,000,000.00 (two million Reais) contribution in
kind with a equipment list to be jointly defined
between the PARTIES by the date of signature of
SPA as capital contribution at OOOOO

(i) Additionally to the conditions above, XXXX shall grant to the SELLERS a
Put Option on which the remaining 25% stake of the company must be
purchased by XXXX in a unique tranche in case XXXX decide to sell any
of its quotas in the COMPANIES to third parties. In this case, a tag along
right should be granted to the SELLERS allowing the sale of its whole
stake at once with a per value quota price equivalent to 100% of per
value price of COMPANIES’ quotas to be sold by XXXX to a third party.

2. OPERATION SCHEDULE

2.1 The operation will follow the following schedule:

a. 45 days from the signature date herein the PARTIES will execute a
Definite Share Purchase Agreement (SPA) on which shall be defined the
whole terms and conditions to the sell, assign and deliver free and clear
of all Encumbrances the Quotas to XXXX, at the price and on the
payment terms set forth in this MOU.

b. XXXX shall perform a due diligence in the COMPANIES from SPA

signature date until may 29 th, 2015. The closing, hereunder (the
“Closing”), shall take place at 10:00 a.m. (Brasilia time), on July 3rd,
2015, at the offices of Francavilla, Assis Fonseca e Soares Cabral
Advogados at Rua Tabapuã, #81, 7 th floor, Itaim Bibi, Sao Paulo, Brazil or
at such other time, date and place as may be agreed by XXXX and the
SELLERS.

3. OPERATION CONDITIONS

3.1 The deal basis should also attend to the following requirements:

a. Deal Financial Basis: cash free/debt free.

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 b. Management: The current management of COMPANIES composed
by [●] would be retained to continue to run the business for a five year
period or until the put option exercise date, while XXXX should provide
additional operational and technological capabilities and routes to
market. XXXX shall provide a pro labore to each one of the officers
retained on a monthly amount of R$ 25,000.00 (twenty five thousand
Reais).

c. Nnnnnn, Lllll and Gggg shall also be eligible to executive bonus policy
applied by XXXX to your officers staff worldwide.

d. Mmmmmwill be hired as an independent consultant and he will be

remunerated in hourly basis according to agreement established
between the PARTIES at the SPA signing date.

e. Until the sale of – Second Tranche – is completed XXXX is impeded

to approve, deliberate or occasionate about the social capital increase in
the COMPANIES with a decrease of Hhhhh de Kkkkk, Nnnnnn, Jjjjjj
Hhhhh, Lllll and Gggg business partners participations.

f. Future Payments Guarantee: fair guarantee for future payments by

XXXX to be discussed and agreed between the PARTIES.

g. XXXX shall agree to work with the SELLERS legal counsel to reach a
mutually agreeable and safe structure for entering into a definite
agreement to effect the purchase of shares and other collateral
agreements.

4. PRECEDENT CONDITIONS

5. EXPENSES

5.1 Each party shall be responsible for its own costs and expenses related to
the discussion and negotiation of the COMPANIES purchasing, including, but
not limited to legal, accounting, and traveling.

6. CONFIDENTIALITY

6.1 The PARTIES, their partners, employees, proxies and contracted third
parties shall keep this MOU in secrecy and all the information concerning the
PARTIES, their corresponding business and finances, whether obtained directly
or indirectly, exception made to information of public domain. The infringing
party will be bound to respond for the damages therefrom resulted.

7. COMMUNICATIONS

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7.1 All notices, claims, certificates, requests, demands and other
communications (“Communications”) hereunder shall be in writing and shall be
deemed to have been duly given when mailed (by registered or certified mail,
postage prepaid) or sent by facsimile, addressed as follows:

To SELLERS:
Address:
Fax:
E-mail:

To XXXX:
Address:
Fax:
E-mail:

8. SUPERVENING FACTS

8.1 The present MOU shall prevail over all the previous understandings,
negotiations, commitments, statements, agreements, correspondence and
discussions between the PARTIES, related with the object of this instrument.

9. TERM

9.1 This MOU will remain in full force and effect until [date] and can be renewed
for additional period by any written document executed and signed by all the
PARTIES.

10. GENERAL PROVISIONS

10.1 The PARTIES understood that this MOU is a binding agreement with
concerns to the deal basic covenants herein contained notwithstanding the fact
that the conclusion of a final agreement or commitment is subject to the
execution of an agreement satisfactory to all PARTIES in the form of a SPA.

10.2 This MOU can only be amended or modified by means of a document

signed by all the PARTIES.

11. APPLICABLE LAW AND DISPUTES RESOLUTION

11.1 Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of Brazil.

11.2 Arbitration. Any dispute, controversy or claim arising out of, relating to, or
in connection with this Agreement, including any question regarding the
existence, breach, validity, interpretation, execution or termination hereof or
arbitrability hereunder (“Dispute”), shall be finally settled by arbitration as set
forth in this clause.

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11.3 Any and all Disputes shall be subject to arbitration administered by the
Center for Arbitration and Mediation of the Chamber of Commerce Brazil-
Canada (“CAM/CCBC”), and conducted in accordance with its Rules of
Arbitration (“Rules”), in effect at the time of the request for arbitration, except as
they may be modified herein or by mutual agreement of the PARTIES.

11.4 The arbitration shall be conducted by three arbitrators (“Arbitral

Tribunal”), one nominated by the claimant, another one nominated by the
respondent, and the third one, who shall act as president of the Arbitral Tribunal,
shall be nominated by the other two arbitrators within (15) fifteen days after the
nomination of the these two arbitrators. In case there are multiple parties,
whether as claimant or as respondent, the multiple claimants, jointly, and/or the
multiple respondents, jointly, as the case may be, shall appoint one sole
arbitrator. If any of the three arbitrators is not appointed within the time
prescribed in the Rules or above, then the CAM/CCBC shall appoint that
arbitrator. Any and all controversies related to the nomination of arbitrators by
the parties and/or the nomination of the third arbitrator shall be settled by the
CAM/CCBC.

11.5 The arbitration shall be conducted in Portuguese, and the city of São
Paulo, Brazil, shall be the seat of arbitration, where the arbitral award shall be
deemed to be rendered. The merits of the Dispute cannot be decided ex aequo
et bono.

11.6 The Arbitral Tribunal shall have the authority to make orders for interim
relief necessary to preserve any party’s rights. Any order, decision,
determination or award rendered by the Arbitral Tribunal shall be final,
compulsory and legally binding on the PARTIES and their successors, and may
be entered and enforced in any court having jurisdiction thereof or having
jurisdiction over the relevant party and/or any of its assets.

11.7 Without prejudice to the foregoing, the parties choose the central courts
of the city of São Paulo, Brazil, and hereby waive to any other court, as the
courts with exclusive jurisdiction for the sole purposes of (i) ensuring the
commencement of the arbitral proceedings; and (ii) granting interim measures
to protect rights before the constitution of the Arbitral Tribunal. Any interim
measure granted by a judicial authority shall be promptly informed by the
requesting party to the CAM/CCBC. Once constituted, the Arbitral Tribunal may
modify, suspend or terminate any measures granted by judicial authorities.

11.8 All costs and expenses of the arbitral proceedings shall be borne by the
PARTIES equally. Each party shall bear all costs and expenses involved in
preparing and presenting its case, including of its own counsel, experts and
witnesses. The arbitral award shall allocate to the losing party, or to both parties
in the proportion of their relative success on their claims and counterclaims, the
arbitration costs and expenses, including non-contractual attorneys’ fees.

11.9 The PARTIES shall preserve the confidentiality of all aspects of the
arbitration and shall not disclose to a third party any information made known or

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documents produced in the arbitration not otherwise in the public domain, any
evidence or materials created for the purpose of the arbitration, or any order or
award issued or rendered in or arising from the arbitration, except, and to the
extent that disclosure is required (i) by law or regulation, (ii) to protect or pursue
a legal right, (iii) to enforce or challenge an order or award before a competent
judicial authority; or (iv) to obtain advice or counsel from their legal, regulatory,
financial, accounting or similar advisors. Any and all controversies related to the
confidentiality obligations set forth herein shall be finally settled by the Arbitral
Tribunal.

11.10 The PARTIES expressly binds themselves to this arbitration agreement

for all purposes provided for in this Agreement and in the applicable law.

Now, therefore, the PARTIES are in agreement and execute this memorandum
of understanding in two counterparts of identical form and content, in the
presence of two undersigned witnesses.

[place], [date].

SELLERS:

________________________________
Hhhhh de Kkkkk
p/p Nnnnnn

________________________________
Nnnnnn

________________________________
Jjjjjj Hhhhh
p/p Nnnnnn

________________________________
Lllll

XXXX:

________________________________

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Witness:

_______________________________
Name:
Taxpayer Registry #:
ID:

_______________________________
Name:
Taxpayer Registry #:
ID: