Addendum to Asset Management Agreement

Addendum No.1

This Addendum (No.1) dated October 01 st, 2021 is pursuant to and in conjunctions with the Asset
Management Agreement entered into on: May 10, 2021, between the parties hereto under Transaction
Code: CRCB/ 17B/ XZ21-111

First Party:
Company Name: LA ROCA EUPRAXIA USA, CORP (Registration #: P15000034899)
Company Address: 900 W 49th St, Suite 562, Haileah, FL 33012, USA.,
Represented by: Mr. Juan A. Gonzalez de Audicana, Chairman
(Herein referred to as “Party A”)

AND

Second Party:
Company Name: CBD EQUITIES PTY LTD (ACN/ Registration #: 134 940 695).
Company Address: L7, 281 Elizabeth Street, Sydney, NSW2000, Australia
Represented by:  Mr. Carlos Barros, Director/ Chief Executive.
(Herein referred to as “Party A”)

WHEREAS
Party A will either directly or through their nominated Applicant issue in favor of Party B Standby
Letter (s) of Credit issue through Barclays Bank (London, United Kingdom) with a total face value of
USD 17, 000, 000, 000.00 (seventeen billion United States Dollars) as per the attached text marked
Annexure “A-, part 1 1nd 2”, in denominations and delivery schedule to be mutually agreed to by the
Parties hereto.

WHEREAS
Party A either directly or through their nominated Applicant to pre-advice the subject Standby Letter
(s) of Credit as per the attached text (marked Annexure “A, part 1 and 2”), in to Party B’s nominated
account as follows:
BANK NAME :
ADDRESS :
ACCOUNT NAME :
ACCOUNT NO. :
SWIFT CODE :
BANK DEPARTMENT :
REF :

WHEREAS

Initials Party A: Initials Party B:

Party B accepts Party A or Party A’s nominee as the Applicant to the subject Standby Letter (s) of
Credit.

WHEREAS
Save with the receipt and acceptance of the subject Standby Letter (s) of Credit by Party B
(or Party B’s nominee), and the monetization of the of the same, which shall be set (unless
otherwise agreed to be the parties hereto) at a net of 60% (sixty percent) of the face value of
the Standby Letter (s) Credit, Party B shall pay Party A into Party A’s nominate account the
following:
2.5% (two and half percent) of the Standby Letter of Credit face value within 10 banking
days of monetization; and 10% (ten percent) of the net monetized value of the subject
Standby letter (s) of Credit every month thereafter for a total of 12 (twelve months).

WHEREAS
This Addendum shall be read in conjunction with the signed Asset Management Agreement
between the parties hereto (dated: May 10, 2021, under Transaction Code: CRCB/ 17B/
XZ21-111); and unless otherwise stated, shall be treated separately from any other agreement
or addendum between the parties hereto.

A signed Original, Email or Facsimile copy of this Addendum shall be

conclusive evidence that it is executed by the parties whose signatures
appear herein.

IN WITNESS WHEREOF:

Submitted by Party A, Agreed and Accepted by Party B:

Party A Party B

Mr. Juan A. Gonzalez de Audicana Mr. Carlos Barros

Date: October 01, 2021 Date: October 01, 2021

Annexure “A- Part 1” DRAFT Pre-Advice.

SWIFT MT-199 OR MT 799 PRE-ADVICE VIA BANK TO BANK

Initials Party A: Initials Party B:

SENDER INFO. : SUB-MESSAGE MT199 OR MT 799
BANK NAME :
BANK ADDRESS :
ACCOUNT HOLDER :
ACCOUNT NO :
SWIFT CODE :
BANK DEPARTMENT :
REF :

RECEIVING BANK :
BANK NAME :
ADDRESS :
ACCOUNT NAME :
ACCOUNT NO. :
SWIFT CODE :
BANK DEPARTMENT :
REF :

PLEASE ADVISE YOUR CLIENT …………………… as Trustee for CBD EQUITIES PTY LTD WITHOUT
LIABILITY ON YOUR PART OF THE FOLLOWING.

WE, …………….(ISSUING BANK NAME)........, (ISSUING BANK ADDRESS)………., HEREBY CONFIRM THAT
WE ARE READY TO ISSUE AND DELIVER OUR STANDBY LETTER (s) OF CREDIT, AS PER THE ATTACHED
DRAFT TEXT, IN FAVOUR OF CBD EQUITIES PTY LTD, VIA MT760 ON BEHALF OF THE APPLICANT
……………….(APPLICANT, NAME AND ADDRESS)………... IN THE AMOUNT OF $,,,,,,0.000.000.00USD
(………………………………..MILLION USD) WITH A VALIDITY OF ONE (1) YEAR AND ONE (1) DAY SINCE
DATE OF ISSUE.

FOR AND ON BEHALF OF

[NAME OF THE APPLICANT’S BANK]
[ADDRESS OF THE APPLICANT’S BANK]

Annexure “A- part 2” DRAFT TEXT ONLY – STANDBY LETTER OF CREDIT

INSTRUMENT: STAND BY LETTER OF CREDIT
ISSUING DATE: month ##TH, 2021/

Initials Party A: Initials Party B:

 MATURITY DATE: month ##TH, 2022/ (ONE YEAR PLUS ONE DAY FROM ISSUING)
CURRENCY: DOLLARS
AMOUNT: 00,000,000.00
REFERENCE: xxxxxx
FOR RECEIVED VALUE, WE, THE UNDERSIGNED, [ISSUING BANK AND BANK ADDRESS],
ISSUE IN YOUR FAVOR, THIS STANDBY LETTER OF CREDIT FOR AN AMOUNT NOT
EXCEEDING HUNDRED MILLION DOLLARS [USD00,000,000.00] –
LAWFUL CURRENCY OF THE UNITED STATES OF AMERICA.
THIS STANDBY LETTER OF CREDIT IS IRREVOCABLE, UNCONDITIONAL AND IS
TRANSFERABLE, ASSIGNABLE, NEGOTIABLE AND DIVISIBLE. PARTIAL DRAWINGS ARE
ALLOWED.
THIS STANDBY LETTER OF CREDIT IS AVAILABLE TO YOU BY PAYMENT AT MATURITY
AGAINST YOUR SIMPLE DEMAND BY AN AUTHENTICATED SWIFT/TESTED TELEX STATING
THAT THE CREDIT FACILITIES GRANTED BY YOU TO YOUR CLIENT, xxxxxxxxxxxxxx, WITH
REGISTERED OFFICE AT xxxxxxxxxxxx, HEREINAFTER THE ‘BORROWER’, HAVE NOT BEEN
REPAID BY THE BORROWER WHEN DUE OR WHEN DEMANDED BY YOU, AS THE CASE
MAY BE.
SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND SHALL BE UNENCUMBERED
FREE AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEES OR WITH HOLDING OR ANY
NATURE NOW OR HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED
BY THE GOVERNMENT OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOFF OR
THEREIN.

THIS STANDBY LETTER OF CREDIT EXPIRES AT OUR COUNTERS AT (ISSUING PLACE -

COUNTRY), ON ##/##/2022 (HEREINAFTER THE “EXPIRATION DATE” – ONE YEAR PLUS 15
WORKING DAYS FROM ISSUING DATE). WE HEREBY AGREE WITH YOU THAT YOUR
DEMAND MADE UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS CREDIT WILL BE
DULY HONORED IF RECEIVED BY US ON OR BEFORE THE EXPIRATION DATE, BEING A
BANK
DAY OR NOT.
THIS STANDBY LETTER OF CREDIT IS CASH BACK AND WE HEREBY REPRESENT AND
WARRANT THAT ALL COMPLIANCE PROCEDURES AND GOOD BANKING PRACTICE
APPLICABLE TO PERFORM AND OBSERVE THE TERMS AND PROVISIONS OF THIS
STANDBY LETTER OF CREDIT, INCLUDING BUT NOT LIMITED TO ANTI-MONEY
LAUNDERING PROCEDURES, HAVE BEEN TAKEN BY US.
THIS STANDBY LETTER OF CREDIT IS VERIFIABLE AND CONFIRMABLE VIA BANK-TO-BANK
BASIS WITH FULL BANKING RESPONSIBILITY.
THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE
FOR DOCUMENTARY CREDITS OF THE INTERNATIONAL CHAMBER OF COMMERCE,
PUBLICATION NO. 590/600

[PLACE AND DATE], MONTH ##TH,2021

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BANK OFFICER (S) ....... PIN .....PIN TITLE ..... TITLE.

Initials Party A: Initials Party B: