SUPPLY CONTRACT No.

: 40000XXXXX

between

MAGALDI POWER SPA

PIAZZA DI PIETRA, 26

00186, ROMA

ITALY

(Buyer)

and

PENDRAGON INDUSTRIAL GROUP, S.A. DE C.V.

Periférico Oriente 6360 Col.Ciudad Granja

Zapopan, Jalisco•CP 45010

MEXICO

(Seller)

Salerno, October, 16th 2018

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Sommario
1. GENERAL STATEMENT.................................................................................................................................4
2. PRELIMINARY REMARKS..............................................................................................................................4
3. SCOPE OF THE CONTRACT...........................................................................................................................4
4. TIME AND MOTION.....................................................................................................................................4
5. NATURE OF THE CONTRACT........................................................................................................................4
6. ACCEPTANCE...............................................................................................................................................4
7. DOCUMENTS PRIORITY................................................................................................................................5
8. CHARGES AT THE SELLER’S EXPENSE...........................................................................................................5
9. INSPECTION AND TESTING..........................................................................................................................5
10. REFERENCE CONTACTS AND INFORMATION FLOW.....................................................................................6
11. CONTRACT SCHEDULE.................................................................................................................................6
12. INSURANCE AT THE SELLER’S EXPENSE........................................................................................................7
13. PERSON IN CHARGE OF WORKS..................................................................................................................7
14. LIABILITY AND INDEMNITY..........................................................................................................................7
15. PROPOSALS AND REQUEST OF THE BUYER..................................................................................................7
16. BILLING........................................................................................................................................................8
17. PRICES.........................................................................................................................................................8
18. FORM OF PAYMENT AND BONDS................................................................................................................8
19. FIXED PRICES...............................................................................................................................................9
20. REFUSAL OF CREDIT.....................................................................................................................................9
21. DEDUCTIONS IN PAYMENTS........................................................................................................................9
22. TAXES AND DUTIES......................................................................................................................................9
23. OBSERVANCE OF TIME AND MOTION.........................................................................................................9
24. LIQUIDATED DAMAGES...............................................................................................................................9
25. FORCE MAJEURE........................................................................................................................................10
26. INTERRUPTION OF WORK - SUSPENSION..................................................................................................11
27. PERSONNEL OF THE SELLER.......................................................................................................................11
28. WORKS’ AREA............................................................................................................................................11
29. INJURY AT WORK AND SELLER’S RESPONSIBILITY......................................................................................11
30. ACCEPTANCE OF CHARGE..........................................................................................................................11
31. NON-FULFILMENT BY THE SELLER.............................................................................................................11
32. SUBCONTRACTING....................................................................................................................................12

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33. INDUSTRIAL PROPERTY RIGHT...................................................................................................................12
34. CONFIDENTIALITY OF INFORMATION........................................................................................................13
35. PUBLICITY..................................................................................................................................................13
36. RESOLUTION OF THE CONTRACT...............................................................................................................13
37. RESCISSION OF THE CONTRACT.................................................................................................................13
38. WARRANTY................................................................................................................................................13
39. GOVERNING LAW......................................................................................................................................13
40. ARBITRATION.............................................................................................................................................14
41. LANGUAGE OF THE CONTRACT.................................................................................................................14
42. EFFECTIVE DATE OF CONTRACT.................................................................................................................14

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1. GENERAL STATEMENT
Notwithstanding any previous agreement, this Contract governs all the activities for the supply of goods and services detailed hereafter
under Article 3 (SCOPE OF THE CONTRACT).

Unless expressly accepted by the Buyer in writing, no conditions, terms or warranty inconsistent with this Contract shall apply or shall be
valid.

This Supply Contract is drawn up in SALERNO (ITALY) between MAGALDI POWER SPA, with Head Office in Piazza di Pietra 26, 00186 Roma -
ITALY, and PENDRAGON INDUSTRIAL GROUP, S.A. DE C.V. with Head Office in Periférico Oriente6360 Col.Ciudad Granja Zapopan, Jalisco CP
45010 MEXICO registered in_Escritura Publica No. 999 Tax Registration No. PIG1306261X6.

2. PRELIMINARY REMARKS
 MAGALDI POWER SPA, hereafter known as Buyer, intends to make a Purchase Order, hereafter named “P.O.” or “Contract” for
the engineering, supplying of materials and the execution of site works, detailed under the Article 3 (SCOPE OF THE CONTRACT) of this P.O..
 PENDRAGON INDUSTRIAL GROUP, S.A. DE C.V., hereafter known as the Seller or as the Supplier, has received on behalf of the
Buyer the request to tender and declares it has the necessary competences, all the legal authorizations, as well as the qualifications
demanded by the Final Customer COMISIÓN FEDERAL DE ELECTRICIDAD for the engineering and the development of the work which is the
subject of this Contract.
 The aforementioned forms an integral part of this Contract.
 The Seller has performed all the site surveys and knows very well the scope of the work.
The following has been agreed by common accord:

3. SCOPE OF THE CONTRACT

The Scope of the Contract is detailed in the Technical Specification MP.2017.1011-ERD (including its attached drawings and documents)
jointly with the documents therein named and or attached, including the Buyer General Condition of Purchase.

The scope of supply has been further detailed during the on-site survey jointly held by the Buyer and the Seller.

4. TIME AND MOTION

All the activities shall be carried out and completed not later than the scheduled date for the start-up of the Thermal Power Plants according
to the applicable Erection Schedule (Attachment C). Preliminary dates for completion (cold commissioning of both units) are:

Unit 2 : end of June, 2019

Unit 1: end of November, 2019

The preliminary dates site establishment are the following:

Unit 2 Start of activity: 05/11/2018

Unit 1 Start of activity: 15/05/2019

Prior to the start of the site activities, the Seller shall issue the activity schedule based on the milestones communicated by the Buyer. The
activity schedule shall be submitted to the Buyer for his approval and shall be updated from time to time.

The Buyer reserves the right to change the dates or the units outage sequence and periods, scheduled for the works at site because of
further requirements that may arise afterwards.

5. NATURE OF THE CONTRACT

The Contract must be understood as on “Turn-key” basis, meaning until the end of commissioning activities of Seller’s responsibility.
Particularly, the Contract includes all the activities needed to complete the scope of work including, but not limited to, basic and detail
engineering of civil works, mobilization and demobilization from site, consumable, dismantling of the existing structures and facilities (where
needed and defined by the Buyer), demolitions and transportation to disposal area, removal of material from containers and transportation
to stogage areas, unload and storage of all project materials delivered at site (including spare and wear parts, consumables, electrical
materials, etc.), handling of all materials supplied by the Seller and by the Buyer (including lifting and transports to and from the work site,
erection activities of the materials supplied by the Seller and by the Buyer, guard services, tests, qualified manpower and supervision,
instruments, tools, PPE, scaffolding, vehicles, cranes, forklifts, welding machines, quality documentation, as-built drawings, water - electricity

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and air connections, and whatsoever necessary for completing the scope of supply in accordance to the time schedule provided by Buyer,
that shall be included unless clearly excluded from the scope of work.

All activities shall be performed in accordance to Mexican laws and CFE rules and specifications on safety. Helth, Safety and Enviroment shall
be guaranteed by the Seller through qualified personnel at its own charge and care. Site Offices installation at site is included in the Seller’s
scope of supply (including electricity, water, sanitary, AC, etc.). The Seller shall provide also a Site Office for the Buyer representatives. Board
& Lodging for the Seller’s personnel is at the Seller charge.

The price of the Contract is indicated in Article 17 (PRICES).

6. ACCEPTANCE
The Buyer shall not be liable for any order or commitment or obligation unless and until:

The Seller accepts this contract by returning a copy, duly signed, on each page, by a duly authorized representative (Legal Representative). At
this aim the Seller shall give the evidence of the Legal Representative authority.

No waiver, alteration, modification or addition of or to this Contract shall be valid unless made in writing and signed with the same procedure
under the previous Article of this Contract.

With exception of Buyer people indicated in this Contract, no one, without exception, has the authority to change this Contract, even if in
writing or on the Buyer letterhead. All the changes inconsistent with this Article shall not produce any effect for the Buyer.

7. DOCUMENTS PRIORITY
In so far as it is not expressly sanctioned in this Contract, the supply shall be performed in strict compliance to the following documents:

1. This Contract
2. Price Table (Attachment A)
3. Schedule of Rates (Attachment B)
4. Erection Schedule (Attachment C)
5. Buyer Technical Specification MP.2017.1011-ERD and its attached drawings and documents (Attachment D)
6. Buyer Quality Control Plan (Attachment E)
7. Buyer General Condition of Purchase (Attachment F)
8. Mexican Safety, civil and criminal regulations
9. Final Customer technical specifications applicable to the main contract between the Buyer and the Final Customer (Attachment G)

In case of divergence between the aforesaid documents the contents of each one of these has a precedence on those which follow according
to the order in which these have been cited.

8. CHARGES AT THE SELLER’S EXPENSE

 Everything listed in the Contract and its attachments and not expressly excluded from the scope of work.

 Security and insurance taxes for the personnel staff as the Article 27 “PERSONNEL OF THE SELLER” of this Contract.

 Application of all the current rules of the prevention of accidents on the works; predisposition of signs on the work area; realization
of protections, covers or walls for the safeguard of the existing plants and of the personnel that works in it.
 Union Fare applicable to the Scope of Work of this Contract.
 The scope of supply and all involved workers shall be covered by Insurance policy till the end of the job.
 Work must be completed guaranteeing:
 the timely supply of information required by the Buyer;
 complete correspondence and total compliance of the final work;
 full accordance with the construction site’s overriding mandatory national and local law like, e.g., employment law, public
construction law, health & safety regulations.
All the work shall be subject to the Buyer’s supervision and to the Final Customer technical supervision.

9. INSPECTION AND TESTING

All the Inspection and testing activities, as per Buyer’s Quality Control Plans, are included in the Seller’s scope of supply. The prices, for all
these activities, including tools, manpower, tests, authorizations, certificates, analysis and whatsoever, have to be considered included in this
Contract.

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Before starting any activity and on completion of this Contract the Seller shall carefully inspect and, when applicable, test the goods, the
services and the activities for compliance with the Contract. The Seller shall give to the Buyer reasonable prior notice of the time (14 days in
advance) and the place proposed for such tests and the Buyer shall be entitled to be represented when such inspections and tests are carried
out. The Seller, at request of the Buyer, shall supply to the Buyer personnel a copy of the test sheets certified to be a true copy and on which
the Buyer and its Final Customer shall be entitled to rely.

The Seller shall immediately notify in writing, by e-mail, to the Buyer Project Manager and Site Manager, any non-conformance arising during
fabrication or during civil works or erections, with proper remedial proposal. Whichever proposal or action has to be approved by the Buyer.
In any case, the Seller has to carry out all the necessary actions to avoid any damages or prejudice to the Buyer, to the Final Customer and to
the people involved, in case of danger.

The Buyer shall be entitled to inspect and test goods and services during engineering, manufacture process and storage for which purpose
the Seller shall provide or shall procure the provision of all such access and facilities as may reasonably be requested by the Buyer.

If a test result of any inspection or simply during the normal activities on site, some goods, services or activities under the Seller scope of
work do not comply with this Contract, with the Final Customer specifications or with the Mexican civil, criminal and safety regulation, valid
on the territory where the services will be supplied during all the services and warranty period, the Seller will be considered responsible.
Anyhow, the Seller has to communicate in writing not only the not compliances with this Contract, but even all the information that can be
relevant for the scope of supply.

The Seller has to replace or made the necessary re-engineering or the re-works in order to be in compliance with the Quality Control Plans
and with quality and safety requirements and with what is stated in this Contract. All the corrective actions and re-tests, necessary for the
not compliances, shall be at Seller charge, including the costs of Final Customer and the Buyer personnel, travels and accommodations. In
case of not compliances, the inspections and tests procedure shall be repeated as per the Quality Control Plan, until the Buyer’s final
approval. In case Buyer will not accept the engineering, the material, services, quality documentation or site activities, the Seller shall make
all the necessary corrective actions (reworks) within 1 (one) week from the date of the Buyer notification; on the contrary, the Buyer will be
entitled, without any notification to the Seller, to solve the not conformities directly or by means of other suppliers. All the costs and further
damages, shall be on Seller charge including the liquidated damages for delays.

The Buyer shall accept the Supply at the end of the manufacturing after performing all the necessary quality checks.

For the supply of goods or the engineering services the Supplier is not allowed to issue any invoice without the signature of the Acceptance
Certificate of the materials or the approval to invoice (as may be the case) by the Buyer.

For the Services provided at site the Supplier is not allowed to issue any invoice without the approval of the site progress by the Buyer.

In any case the Supplier must issue a Quality Control Certificate in which is shown the result of all the Tests required by the Buyer Quality
Control Plan.

10. REFERENCE CONTACTS AND INFORMATION FLOW

The reference people for this Contract will be:

Head of Procurement
Eng. Gennaro Pisapia
Ph. +39 089 688 239
Fax: +39 089 481766
Mobile: +39 348 0000501
EMAIL: gennaro.pisapia@magaldi.com

Project Manager
Eng. Vincenzo Quattrucci
Ph. + 39 089 688 206
EMAIL: vincenzo.quattrucci@magaldi.com

Material Coordinator/Expeditor:
Eng. Diego Tarantino
Ph. +39 089 688 247
EMAIL: diego.tarantino@magaldi.com

Quality Manager:
Eng. Marco Galasso
Ph. +39 089 688 232
EMAIL: marco.galasso@magaldi.com

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Purchasing Department:
Mr. Gennaro Botti
Ph. +39 089 688 264
EMAIL: gennaro.botti@magaldi.com

Technical Departement:
Eng. Massimo Margiotta
Ph. +39 089 688 240
EMAIL: massimo.margiotta@magaldi.com

All the General Information about the Contract, including Billing information, shall be addressed to the Buyer Project Manager.

All the other issues can be addressed to the related reference people by putting always in CC the Buyer Project Manager.

Any modification to the Purchase Order Conditions shall only be negotiated and authorized by the Buyer Purchasing Department.

11. CONTRACT SCHEDULE

The Supplier shall give a schedule, in line with main dates provided by Buyer’s Erection Schedule (Attachment C), for each of the
activities/tasks, services and materials in the scope of Supply.
Within 5 calendar days after the date of this Contract, the Seller shall submit to the Buyer Project Manager a Project Activity Plan for
approval. The schedule shall contain at least the following information:
1. Start date, duration, completion date for each activity
2. Manpower
3. Resources (tools, cranes, forklift, etc.)
4. Link with predecessor and successor tasks
5. Critical path
6. Floating for each activity

The schedule progress (overall and partial) shall be updated and provided to the Buyer on a weekly basis through proper weekly report which
shall include the number of resources and relevant manhours spent during the week. Earned Value shall be provided along with the report.
Particularly, the abovementioned report shall be provided to the Buyer every Monday of each week. In the progress report shall be clearly
detailed the status of engineering, procurement, fabrication, civil works, demolition and erection. For the activities to be done on site, the
Supplier shall also supply to the Buyer Site Manager, on a weekly basis, a time working schedule indicating: time, personnel, tools,
instruments and activities. For all the critical items (i.e. foundation bolts, reinforcement steel, concrete etc.) the Seller has to submit, to the
Buyer Site Manager, the documents of the material for traceability.

In the execution of the works the Seller shall preliminary check all materials (by Buyer and/or Seller) to be sure they are compliant to
applicable drawings and technical specifications. Any defect shall be duly and immediately notified to the Buyer before the installation of the
material itself. Any remedial work to be done on materials already installed or at height shall be at Seller charge.

12. INSURANCE AT THE SELLER’S EXPENSE

The Seller shall undertake to safeguard, cover and keep indemnified the Buyer against any and every loss, responsibility for damage and the
costs of any accident, including death or damage to property directly or indirectly attributable to execution of the Equipment, Services and
Employees of the Seller. This insurance must cover up to Euro 20.000.000,00.

13. PERSON IN CHARGE OF WORKS

The Seller shall ensure the presence on site of an appropriate person in charge, duly authorised to operate and make decisions for the entire
duration of the works. The Seller shall provide the CV of the site representative(s) to the Buyer for its approval.
The Seller shall take every possible precaution in order to protect the site, the adjacent property and the welfare of the general public and
shall be responsible for any injury or damage to persons or things and for any breach due to their own acts of negligence. The Seller shall
maintain strict discipline and good order among his employees. Should any employee prove to be incompetent, disorderly or intemperate,
or interfere with the work of other employees, he shall be replaced simply at the request of the Buyer.

14. LIABILITY AND INDEMNITY

The Seller shall assume all liability for and shall defend, indemnify and hold the Buyer free and harmless from and against any loss, liability,
damage or claim or cost (including legal costs and expenses) arising out of or in connection with the performance of the Contract in respect
of personal injury to or death of or sickness of any of the Seller’s or the Buyer’s or any other third party employees and in respect of any
damage to or loss of any property (including loss of use) whether owned by or contracted to the Seller or any of its affiliates or subsidiary
companies or the Buyer or any other third parties, however caused. However:
a) In respect of personal injury to or death of or sickness of any of the Buyer’s or any other third party employees, the Seller responsibility is
limited to the workplace at site assigned to the Seller and/or under the Seller responsibility and control, while in the workplace at site not
assigned to the Seller and/or under the responsibility and control of the Seller, the responsibility of each party in respect of personal injury to
or death of or sickness of any employee will be regulated by the Final Customer site rules and by Law.

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b) In case of divergence of opinion between the Seller and the Buyer representatives at site about the Safe Work Method for site activities
(demolitions, construction, installation, testing, etc.), the opinion of each Party shall be recorded in the “Work Method Statements Register”,
document in which the Seller representative (or his delegate for Safety) shall outlines the risks related to the construction work activities to
be carried out, the hazards that may arise from these activities, and the measures to put in place to control the risks, with clear indication if
the residual risk is acceptable or not, while the Buyer representative at site shall remark, as per his own assessment, any potential additional
risk and hazard, indicating if the residual risk is acceptable or not.

The Seller clearly release and hold harmless the Buyer from any and all responsibility towards the Seller’s payment and obligations to the
Seller’s subcontractors and suppliers.

15. PROPOSALS AND REQUEST OF THE BUYER

The Seller shall take into account all proposals and requests which will be made by the Buyer, and shall co-operate in the best
possible way to achieve the most satisfactory execution of the Contract.
It is understood that in case proposals and/or requests by the Buyer, that will imply a modification of the scope of supply, will
eventually result to additional costs to the Seller, the latter shall inform the Buyer on that before any activity, awaiting for the
Buyer approval in writing; on the contrary, the Seller will not be able to claim such additional costs because this alleged extra
costs are intended included in the scope of supply or given free of charge to the Buyer. All Seller’s claims for extra activities to be
done need to be approved by the Buyer by means of additional Purchase Order(s) signed by Buyer authorized personnel, on the
contrary the Seller will not be able to claim such alleged additional costs because these extra costs are intended included in the
scope of supply or given free of charge to the Buyer.
The relevant works will be paid according to the price agreed between the Seller and the Buyer, taking in account the price list attached as a
part of this Contract.

Any invoice related to works out of the scope of this Contract, in contrast with what above, will not be valid and will not be paid.

16. BILLING
Invoices shall be sent to the following address in three original copies:

Magaldi Power Spa

Via Irno, 219
84135 Salerno
ITALY

A soft copy shall also be sent via e-mail to the following address: finance@magaldi.com.

The Seller shall not be authorized to suspend works because of delay on invoice payment, if the invoice has been previously authorized by
the Buyer. The eventual suspension of the work not related to delay in payment of approved invoices by the Buyer will be considered as
contractual breach of the Seller.
Any invoice by the Seller shall be provided along with the authorization to invoice released by the Buyer Project Manager as defined at Article
9 of this Contract.

17. PRICES
The prices in this Contract are in EURO currency and include all the activities, materials, tests, human resources, documents, insurance and
whatsoever necessary for the scope of supply defined in the Technical Specification MP.2017.1011-ERD (including its attachments) and in
this Contract (“lump sum”). The parties agree that the total price is:

EUR 2.445.275,00

(EUR Two Million Four Hundred Forty Five Thousand Two Hundred Seventy Five/00 )

However, the quantities indicated in the contractual documents shall be intended as indicative and thus subject to a minimum ± 5% margin
of tolerance. Adjustment of quantities beyond +/- 5% shall be evaluated applying the unit prices indicated in the Attachment A (Price Table),
and the Contract price will be adjusted accordingly on completion. This provision is not applicable for demolition works (items No. 1.04 and
3.04 of Attachment A), whose quantities have been assessed by the Seller and that shall be intended as a lump sum, without any variation in
price.

In case some activities not foreseen in the Contract should be required on site, Seller shall prepare a report with a detailed description of
such alleged extra work and an assessment of the personnel required (qualification and working hours), together with the required materials,
consumables and equipment (if any), in order to get the approval of the Buyer before to proceed with the execution of such works.
Particularly, after certification of such report by the Buyer’s Site Manager, Seller shall send it to the Buyer’s Project Manager for approval.

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Man/hour and equipment rates for extra-works required by the Buyer are indicated in Attachment B (Schedules of Rates).

All the accessory materials, which Buyer might ask Seller to supply (such as bolts, flanges, plates, profiles, pipes, couplings, etc.) will be
reimbursed at the cost shown on the invoice of Seller’s sub-suppliers plus a handling fee of 5 %.

The prices do not include VAT, which would be applied at the time of invoicing by Seller at the appropriate rate.

18. FORM OF PAYMENT AND BONDS

Payments of the Contract Price as set forth in Article 17 shall be made to Seller by Buyer as per following payment schedule:

1) 10% of the Contract value in advance 5 days before the beginning of the activities on site, against submission of a Performance Guarantee
Bond of 10% of the Contract value (see below) ;

2) 10% of the Contract value at completion of Site Mobilization

3) 60% of the order value according to the monthly installation progress.

The Buyer and the Seller will have 10 calendar days to check the progress at the end of each calendar month; within 10 days the
authorization of the progress estimate will be issued and signed by both parties. Once the authorization is issued, the Seller will submit the
invoice for the amount established by the authorization for payment.

4a) 5% of the Contract value at completion of hot commissioning of Unit #1;

4b) 5% of the Contract value at completion of hot commissioning of Unit #2;

5a) 5% of the Contract value to be kept as Security Deposit which shall be released within 6 months from the date of completion of hot
commissioning of Unit #1, or submission of Bank Guarantee of Equal amount valid till 6 months from the date of completion of work for Unit
#1.
5b) 5% of the Contract value to be kept as Security Deposit which shall be released within 6 months from the date of completion of hot
commissioning of Unit #2, or submission of Bank Guarantee of Equal amount valid till 6 months from the date of completion of work for Unit
#2.

Payment will be performed by Bank Transfer within 60 days from submission of relevant documentation; payments against completion at
above instalments 2, 3, 4a and 4b shall be duly certified by the Buyer Site Manager and the Final Customer.

By no later than 15 calendar days after the date of signing of this Contract, the Seller shall deliver to the Buyer a Performance Bond in an
amount of 10% of the Contract Price for the purpose of guaranteeing the completion of all Works by the Seller, the Seller failing to remedy a
default set out in Article 31 ( NON-FULFILMENT BY THE SELLER) and payment of any amounts due to the Buyer both in a timely manner and
otherwise in accordance with the terms and conditions of this Contract. The Performance Bond shall be issued by a first class International
Bank chosen by the Seller and acceptable to the Buyer. The cost of obtaining the Performance Bond shall be at the expense of the Seller.

The Performance Bond shall be in substantially the form herein attached (Form of Performance Bond). The Performance Bond shall remain in
full force and effect until 30 days after the expiring date of the Warranty period.

Within 15 calendar days of any agreed increase of the Contract Price made pursuant to this Contract, Supplier shall provide a modified or
additional Performance Bond such that the total amount of the Performance Bond(s) shall be not less than 10% of the total revised Contract
Price. Such new or additional performance bond shall be issued as per the initial Performance Bond issued by the Seller, thus with the related
cost at the expense of Seller.

In case the Seller does not provide the Performance Bond or a modified or additional Performance Bond when required under this Article,
the Buyer shall be entitled to withhold payments to the Seller up to the face amount of the Performance Bonds that should have been
provided by the Seller.

19. FIXED PRICES

The prices and the conditions in this Contract are fixed for all the Contract validity and cannot be changed for any reason, including
manpower payroll, price actualization etc..

20. REFUSAL OF CREDIT

The Seller shall not be allowed to factor any amount due from the Buyer under the terms of this Contract, unless authorized in writing by the
Buyer.

21. DEDUCTIONS IN PAYMENTS

The Buyer shall be entitled to withhold from Seller’s bills a reasonable and proportionate sum which would be necessary to cover for losses
incurred by the Buyer as a result of the Seller causing and having a liability for:

a) Any defective work performed by the Seller and not rectified within the stipulated time.
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b) Any damage caused by the Seller in the execution of the Contract.

c) Any complaints made by governing/regulatory bodies/Unions/organizations, or by the Final Customer.

d) Any delay in the execution of the work caused by the Seller as per Article 24 (LIQUIDATED DAMAGES).

When the reasons indicated above are deemed to no longer apply, upon assessment by the Buyer, the withheld amount shall be released.

The Buyer will issue a notice to the Seller, to take corrective/remedial measures, in case the Seller fails to follow the Buyer’s requirements.

In case the Seller fails to take proper remedial action after 7 calendar days from the receipt of subject notice of the Buyer, the Buyer reserves
the right to take remedial action himself and annul the subject part/s of the Contract from the Seller’s scope of work. The Buyer also reserves
the right to claim damages from the Seller for such remedial actions.

However, such deletions from the Seller’s scope of work does not absolve the Seller of his responsibility towards execution of the balance of
the Contract nor towards the application of Liquidated Damages.

22. TAXES AND DUTIES

All taxes, levies, duties, in relation to the activity object of this Contract are to be borne by the Seller unless specifically otherwise stated in
this Contract.

23. OBSERVANCE OF TIME AND MOTION

Based on the activity plan accepted by the Buyer, if any delay are forecasted or will be recorded, the Buyer has the right to ask the Seller the
implementation of a recovery plan, to be submitted to the Buyer for approval within 3 working days from discovering of the delay. The Seller
shall prepare and put in place the agreed recovery plan/actions and communicate to the Buyer how many people will be involved, including
nights, Saturdays, Sundays and any other National & Bank and Religious Holidays, in order to cover such delay.

In case of delay caused by Final Customer the Buyer and the Seller will commonly find an agreement with Final Customer for back-charges. If
back-charges will be awarded, they will be split between the Buyer and the Seller, according to their costs in a reasonable way.

24. LIQUIDATED DAMAGES

In case of non-compliance with the terms of delivery stated in Article 4 due to caused under the Seller responsibility, the Seller shall be
subject to the following Liquidated Damages to the extent of 2% per day of the total value of this Contract up to a maximum of 30%, starting
from the following contractual delivery dates:

UNIT #2:

• Site Establishment: 12/11/2018 with a grace period of 1 week;

• Civil works:_________________ with a grace period of 1 week;

• Demolitions:_________________ with a grace period of 1 week;

• Mechanical and electrical erection: __________________ with a grace period of 3 days;

• Cold commissioning: from _______________________;

• Hot commissioning: from ______________________, subject to the availability of bottom ash from the Boiler;

• Trial Run: from _____________________, subject to the availability of the Boiler with adequate load.

UNIT #1:

• Site Establishment: 12/11/2018 with a grace period of 1 week;

• Civil works:_________________ with a grace period of 1 week;

• Demolitions:_________________ with a grace period of 1 week;

• Mechanical and electrical erection: __________________ with a grace period of 3 days;

• Cold commissioning: from _______________________;

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• Hot commissioning: from ______________________, subject to the availability of bottom ash from the Boiler;

• Trial Run: from _____________________, subject to the availability of the Boiler with adequate load.

The above contractual delivery dates can be modified only by the Buyer.

25. FORCE MAJEURE

Force Majeure means any circumstances beyond the control of the parties, including and limited to :

a) war and other hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition or embargo,
earthquake, flood;
b) ionizing radiation or contamination by radio-activity from any nuclear fuel or from any nuclear waste from the combustion of
nuclear fuel, radio-active toxic explosives, or any other hazardous properties of any explosive nuclear assembly or nuclear components
thereof;
c) rebellion, revolution, insurrection, military or usurped power and civil war;
d) riot, commotion or disorder, except where solely restricted to employees of the Seller.

Neither party shall be considered to be in default or in breach of his obligations under this Contract to the extent that performance of such
obligations is prevented by circumstances of Force Majeure which arise after the date when the Contract becomes effective.

If either party considers that any circumstances of Force Majeure have occurred which may affect the performance of his obligations he shall
promptly notify the other party thereof.

Upon the occurrence of any circumstances of Force Majeure, the Seller shall endeavor to perform his obligations under the Contract so far as
reasonably practicable. The Seller shall notify the Buyer of the steps he proposes to take including any reasonable alternative means for
performance which is not prevented by Force Majeure. The Seller shall not take any such steps unless directed to do so by the Buyer.

If the Seller incurs additional costs in complying with the Buyer’s directions, the amount thereof, duly documented, shall be approved in
writing by the Buyer in order to be added to the Contract Price by means of a Variation Order.

If in consequence of Force Majeure the works shall suffer loss or damage the Seller shall be entitled to have the value of the work done,
without regard to the loss or damage that has occurred, included for payment against the applicable invoices.

If the circumstances of Force Majeure have occurred and shall continue for a period of 182 days then, notwithstanding that the Seller may by
reason thereof have been granted an extension to the Contract completion schedule, either party shall be entitled to serve upon the other
28 days’ notice to terminate the Contract. If at the expiry of 28 days Force Majeure shall still continue the Contract shall terminate.

If the Contract is terminated for this reason, the Seller shall be paid the value of the work done.

The Seller shall also be entitled to receive:

a) the duly documented cost of materials or goods ordered for the works or in connection with the works which have been delivered
by the Seller or of which the Seller is legally liable to accept delivery. Such materials or goods shall become the property of or be at the risk of
the Buyer when paid for by the Buyer and the Seller shall place the same at the Buyer’s disposal.
b) the amount of any other duly documented expenditure which in the circumstances was reasonable incurred by the Seller in the
expectation of completing the whole of the works.

Should the Force Majeure occurrence affect only part of the Contract Scope, the Buyer shall be entitled to withdraw such part from the
Contract and the Contract Price detailed above shall apply mutatis mutandis to such part and the Contract shall remain in force for such
other parts of the work.

If circumstances of Force Majeure occur and in consequence thereof under the law governing the Contract the parties are released from
further performance of the Contract, the sum payable by the Buyer to the Seller shall be the same as set out above.

Strike and rain will be not cause of Force Majeure.

26. INTERRUPTION OF WORK - SUSPENSION

The Buyer shall notify the Seller to interrupt or suspend the works in writing. In the event of suspension other than described within Article
25 (FORCE MAJEURE), or default of the Seller to perform his obligations with regard to the Contract, the Seller shall be entitled to receive:

 payment for all work in progress in a proper proportion and as approved by the Buyer

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 all costs incurred by the Seller in accordance with what is stated in this Contract, including but not limited to protecting, securing
and insuring the works and resumption of work.
 extension of time upon resumption of the work.

In the event that the suspension has continued for more than 180 days, and the suspension is not due to the Seller’s default, the Seller may
by written notice to the Buyer request permission to proceed with the resumption of the work within 60 days of the notice.

If permission is not granted within that time, the Seller may treat the suspension as an omission on behalf of the Buyer and terminate the
Contract if the suspension affects the whole of the works.

27. PERSONNEL OF THE SELLER

All members of the work force of the Seller shall be specialists in their field and be considered suitably qualified by the Buyer and be up to
date with the regulations in force as regards Social Insurance. To this end, when work commences a list of assigned personnel with their
relative qualifications such as are shown on the employment card shall be provided to the Buyer. The Buyer reserves the right to request to
the Seller, and the Seller shall execute, the replacement of any Seller Site Representative or Employee as per Article 29.

28. WORKS’ AREA

The Seller shall be in charge for the organization of the working area providing whatever necessary for the scope of the supply i.e. working
office box, water connections, electricity connections, air connections etc..

The Seller shall keep the site and any temporary structure free from the accumulation of stored materials and/or rubbish. Furthermore, he
will undertake to clear up and clean the area daily and at the end of the works.

The Seller shall be responsible of total rubbish management.

29. INJURY AT WORK AND SELLER’S RESPONSIBILITY

The Seller shall take every possible precaution in order to protect the site, the adjacent property and the welfare of the general public and
shall be responsible for any injury or damage to persons or things and for any breach due to their own acts of negligence. The Seller shall
maintain strict discipline and good order among his employees. Should any employee prove to be incompetent, disorderly or intemperate,
or interfere with the work of other employees, at the opinion of the Buyer, he shall be replaced simply at the request of the Buyer.

30. ACCEPTANCE OF CHARGE

The Seller accepts to carry out the work according to the scope of this Contract, supplying all that is necessary for the complete and
operational execution of the work.

The Seller, having seen the Buyer’s documentation here attached or mentioned and having surveyed the site where the work has to be
carried out, by signing this Contract makes an express declaration that he is perfectly aware of the scope of the work to be carried out and
of its difficulties.

Any mistake and/or fault and/or inexact assessment of the difficulties in relation to the work to be carried out and to the costs which the
Seller may encounter in the inquiries and evaluations as indicated above, shall not exonerate in respect to any point of view, with the work
proposed in this Contract.

31. NON-FULFILMENT BY THE SELLER

If the Seller is not executing the works in accordance with the Contract or is neglecting to perform his obligations hereunder so as to seriously
affect the carrying out of the works, the Buyer may give notice to the Seller requiring him to make good such failure or neglect.

If the Seller:

(a) has failed to comply within a reasonable time with the said notice, or

(b) assigns the Contract or subcontracts the whole of the works without the Buyer’s written consent, or

(c) becomes bankrupt or insolvent, has a receiving order made against him or compounds with his creditors, or carries on business under a
receiver, trustee of manager for the benefits of his creditors or goes into liquidation,

the Buyer may, after having given 7 days notice to the Seller, terminate the Contract and expel the Seller from the site.

Any such expulsion and termination shall be without prejudice to any other rights or powers of the Buyer or the Seller under this Contract or
by Law.

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The Buyer may, upon such termination, complete the works by himself or by any other contractor.

The Buyer shall, as soon as possible after such termination, certify the value of the works and all sums then due to the Seller at the date of
termination, or to be returned by the Seller to the Buyer.

The Buyer shall not be liable to make any further payments to the Seller until the works have been completed. When the works are so
complete, and approved from the Final Customer, the Buyer shall be entitled to recover from the Seller the extra costs, if any, of completing
the works after allowing for any sum due to the Seller as a result of the valuation carried out at the date of termination, as above.

32. SUBCONTRACTING
The Seller shall under no circumstances subcontract to anyone works or services, not even in reference to a part of the work or to individual
activities, except with the express written authorization of the Buyer.

In such cases the Buyer's authorization does not absolve the Seller from his contractual obligations and responsibilities and, thus, the Seller
shall be directly and wholly responsible for the actions of the said subcontractor/s just as if they were their own actions, the Buyer remaining
completely extraneous to such a relationship. The Seller shall therefore be obliged to ensure that the present regulations and provisions are
also brought to the attention of the said subcontractor and are observed by them on signing. In particular, imposing on them the obligation
to recognize the right of the Buyer to exercise towards them the authority as given in this Contract.

33. INDUSTRIAL PROPERTY RIGHT

For the purposes of this Contract and the present Article in particular, the following definitions are necessary:

“Technical Data”, hereafter known as TD, are the information, plans, software, designs, sketches, graphics, diagrams, microfilms,
specifications, instructions, photocopies, tracings, heliographic prints, furnished either in written or oral form.

“Background Data”, hereafter known as BD, are the confidential data, methodologies, previous experience not in the public domain,
furnished either in written or oral form.

“Foreground Data”, hereafter known as FD, are any integration’s, processing and modifications performed on the TD and the BD of this
Contract in order to realize the work in question.

“Invention” includes all new and utilized solutions, methodologies, machines, components and/or their projected or realized improvements
in order to realize the work in question.

That being said, the TD, BD, FD and Invention that are the property of the Buyer, are subject:

- to the obligations of the confidentiality of information as foreseen in Article 34 “CONFIDENTIALITY OF INFORMATION” of this Contract;

- to being employed and utilized on the part of the Seller on a fiduciary basis and, unlike an exclusive license, for the sole purpose of
providing that set out in Article 1, or for the repair and maintenance of what is received.

While any information passed from the Seller to the Buyer may be employed and utilized by the Buyer for the sole aims and purposes of this
Contract. The Seller, in order to hold the Buyer above and free from claims related to Intellectual Property Rights (IPR) infringements, and in
accordance with the applicable Law, will obtain, under their own charge, any and all concessions, licenses and authorizations required for the
execution of the Scope of Work, as well as will bear all costs arising for fees, claims and related compensation, being the same as those of
which due account is taken in accepting this Contract. The Seller therefore undertakes to provide for the defense in law and other such
eventualities, maintaining at all times the right of the Buyer to demand compensation for damages and costs that the Buyer is obliged to
sustain for such reasons. Unless the Buyer has omitted or sent erroneous or incomplete information about the related IPR to the Seller.

34. CONFIDENTIALITY OF INFORMATION

All information, as given in Article 33 (RIGHT OF INDUSTRIAL PROPERTY), transmitted before or after the coming into force of this Contract by
the Buyer shall remain the exclusive property of this same party, shall be considered of a confidential nature by the Seller and shall be
returned to the Buyer on request, together with all copies made.

The Seller undertakes as from now not to disclose any confidential information to any other person, society or association, to limit the
circulation of TD, BD, FD and Invention within his own organization and to spread it only as much as is necessary to fulfill the predetermined
aim.

The Seller furthermore undertakes not to use the TD, BD, FD and Invention provided by the Buyer for its own use and advantage, bearing in
mind that such use could cause irreparable damage to the Buyer, and so permits the immediate intervention of a competent jurisdiction.

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The Seller, not to mention all his employees, shareholders, affiliated companies, representatives, successors, heirs and concessionaries, is
bound to observe all that is set out in this Article.

35. PUBLICITY
The Seller undertakes not to publicize this Contract which is subject to an obligation to confidentiality and secrecy as described in Article 34
(CONFIDENTIALITY OF INFORMATION) of this Contract, undertakes also to take all reasonable measures necessary to protect information
received from the Buyer from espionage, sabotage, theft, misappropriation, etc. It is understood that the Seller has the authority to use for
purposes of reference the equipment which forms the subject of this Contract on condition that he attributes correctly the contractual
relationship engaged in with the Buyer, pertaining to which he will cite their corporate name and the purpose of the equipment. When
mentioning any of the Buyer's installations and machinery covered by international patents, he will ensure the relevant symbols is quoted
beside the mark itself.

36. RESOLUTION OF THE CONTRACT

The Buyer reserves the right to claim damages directly generated by a failure to observe this Contract and by faults 7 days from notification
without the Seller being formally committed to resolving the problem, the Buyer has authority to consider the Contract partially or
completely annulled by violation of the obligations derived from this Contract. The possible partial resolution does not release the Seller
from observing the obligations assumed with this Contract.

The Buyer may terminate this Contract at any time and in its sole discretion by giving the Seller prior notice. If the Seller receives a notice of
termination from the Buyer, the Seller must:

 stop work (except to the extent specified in the notice from the Buyer);
 take such action as necessary or as the Buyer may direct, for the transfer, protection and preservation of our property; and
 do its best to minimize the costs of termination to the Buyer

In case of unilateral termination of the Contract by the Buyer as stated in this Contract, the Buyer will only be liable for the payment for the
Works performed to the date of termination and for duly documented extra costs necessarily and reasonably incurred by the Seller as a
result of termination subject to the Buyer’s rights of set off.

37. RESCISSION OF THE CONTRACT

If it should occur that Buyer feels explicit violations on the part of Seller of the obligations set out in any Article of this Contract, Buyer has the
authority at any time to terminate the Contract giving notice to the Seller without paying indemnification for any damages or compensation
to the Seller.

In the event of a dispute arising the matter shall be referred to Arbitration in accordance with Article 40 (ARBITRATION).

38. WARRANTY
The Seller guarantees that whatever is contained in this Contract shall be duly carried out in accordance with the most recent technical
innovations. Therefore, if, in the course of supply, assembly and/or testing and/or during operation, in reference to the Warranty Period of
18 months after the date of the successful Test of the plant , shows defects attributable to an error in execution of the work, as well as
proven hidden errors or defects of erection or planning, the Seller shall provide at his cost and expense the restoration and/or the
replacement inclusive of the direct works such as transport, warehousing rights, dismantling assembly, remaking, in the shortest time
possible, of the defective parts. The replacement parts shall be the property of the Seller who will provide at his own cost and expense, until
they are withdrawn.

In addition, the guarantee period for the plants shall be automatically renewed until the outcome of the Final Test.

39. GOVERNING LAW

This Contract shall be governed by, and construed, in accordance with the Italian Law, without regarding to applicable conflict of law
provisions.

40. ARBITRATION
If at any time a dispute arises out of or relates to this Contract, or the breach hereof, the parties agree first to try in good faith to settle the
dispute amicably between the parties, before resorting to arbitration. Thereafter, any remaining unresolved controversy or claim arising out
of or relating to this Contract, or breach hereof, shall be settled by arbitration in accordance with the Rules of Arbitration of the International
Chamber of Commerce by one arbitrator appointed in accordance with the said Rules.

The language of the arbitration shall be English and the Italian Law shall apply.

The judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

The seat of the arbitration shall be in Salerno, Italy and the decision of the arbitrator(s) shall be final and binding.

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The prevailing party shall be entitled to reasonable attorney's fees in addition to costs and necessary disbursements.

41. LANGUAGE OF THE CONTRACT

It is agreed by both parties that the Contract language will be English, as per the communications/documents exchanged between the Buyer
and the Seller.

42. EFFECTIVE DATE OF CONTRACT

This Contract shall come into effect immediately upon signature by an authorized signatory of both parties.

Read, confirmed and undersigned in Salerno, the 04/10/2018

PENDRAGON INDUSTRIAL GROUP, S.A. DE C.V. MAGALDI POWER S.P.A.

(Seller) (Buyer)

______________________________ ___________________________________
Jaime Charvel Rivera Mario Magaldi

(Legal representative) (President)

ARTICLES: 3 (SCOPE OF THE CONTRACT), 5 (NATURE OF THE CONTRACT), 6 (ACCEPTANCE), 8 (CHARGES AT THE SELLER’S EXPENSE), 9
(INSPECTION AND TESTING), 11 (CONTRACT SCHEDULE), 12 (INSURANCE AT THE SELLER’S EXPENSE), 14 (LIABILITY AND INDEMNITY), 17
(PRICES), 18 (FORM OF PAYMENT), 19 (FIXED PRICES), 20 (REFUSAL OF CREDIT), 21 (DEDUCTIONS IN PAYMENTS), 22 (TAXES AND DUTIES), 24
(LIQUIDATED DAMAGES), 26 (INTERRUPTION OF WORK – SUSPENSION), 29 (INJURY AT WORK AND SELLER’S RESPONSIBILITY), 30
(ACCEPTANCE OF CHARGE), 31 (NON-FULFILMENT BY THE SELLER), 32 (SUBCONTRACTING), 33 (INDUSTRIAL PROPERTY), 34
(CONFIDENTIALITY OF INFORMATION), 36 (RESOLUTION OF THE CONTRACT), 37 (RESCISSION OF THE CONTRACT), 38 (WARRANTY),, 39
(GOVERNING LAW), 40 (ARBITRATION) of this Contract are specifically approved by the Seller in accordance with and for all legal purpose of
Art. 1341 and Art. 1342 of the Italian Civil Code.

(Seller)

......................................................................................................................................................................
_______________________________

The Seller, having seen the Buyer’s documentation contained in Specification No. MP.2017.1011-ERD and the site where the work has to
be carried out, declares that he is perfectly aware of the scope of the work to be carried out and of its difficulties.

(Seller)

.........................................................................................................._______________________________

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