DISTRIBUTION AGREEMENT

This distribution agreement (“Agreement”) is dated as of [insert date] and entered by

and between:

On the one hand,

O-PITBLAST, LDA., a company incorporated under the laws of Portugal, registered with
the competent Commercial Registry Office under no. 513 831 045, whose registered office
is at Rua de Belém, no. 467, 4350-071 Porto (“O-Pitblast”);

On the other hand,

[NAME], a company incorporated under the laws of [insert country/state], Legal Entity
number [insert identification number], whose registered office is at [insert headquarters
location] (“Distributor”);

O-Pitblast and the Distributor hereinafter jointly referred to as “Parties” and,

individually, as “Party”;

Whereas:

A) O-Pitblast is a company which provides technical services and solutions for the
optimization of rock blasting for small, medium and large companies operating in
the rock extraction (mining and quarries), including the licensing of an online
Platform created by O-Pitblast itself, as set forth in Annex 1 to this Agreement
(“Products”);

B) The Distributor is a company that dedicates itself to the same area of business as O-
Pitblast’s, especially within the rock extraction market;

C) The Distributor develops its activity in the territory of [insert territory]

(“Territory”) and has a considerable experience in, and a deep knowledge of, this
particular market;

D) With a view to promote the sale and distribution of the Products in the Territory, O-
Pitblast intends to authorize the Distributor to act as its distributor therein;

E) Both O-Pitblast and Distributor intend now to set out the main terms and conditions
that will govern their relationship as principal and distributor of the Products in the
Territory, respectively;

It is agreed as follows:

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1. Object and Authority

1.1. O-Pitblast hereby appoints the Distributor as its distributor in the Territory with the
right to market and sell the Products therein in accordance with the terms and
conditions set forth in this Agreement.

1.2. The relationship of O-Pitblast and the Distributor established by this Agreement is
that of independent contractors, and nothing contained in this Agreement shall be
construed to (i) give either O-Pitblast or the Distributor the power to direct and
control the day-to-day activities of the other, (ii) or to constitute O-Pitblast and the
Distributor as partners, joint-venturers, co-owners or otherwise as participants in a
joint undertaking, (iii) or allow the Distributor to create or assume any obligation
on behalf of O-Pitblast for any purpose whatsoever (notably to execute any contracts
on O-Pitblast’s behalf).

2. Distributor’s Role

2.1. The Distributor undertakes to sell the Products in its own name and for its own
account, in the Territory.

2.2. The Distributor agrees to use its best efforts to promote the sale of the Products in
the Territory in accordance with O-Pitblast’s policy and shall protect O-Pitblast’s
interests with the diligence of a responsible businessman.

3. Non-Compete

Except if with the prior written authorization of O-Pitblast, the Distributor shall not
represent, manufacture or sell any products which are in competition with the
Products.

4. Sales Organization, Advertising, Fairs and Visits

4.1. The Distributor shall set up and maintain an adequate organization for sales and,
where appropriate, after-sales services, with all means and personnel as reasonably
necessary in order to ensure the fulfilment of its obligations under this Agreement
for all Products and throughout the Territory.

4.2. O-Pitblast and the Distributor shall discuss in advance the advertising programme
for each year, but all advertising should be in accordance with O-Pitblast’s image
and marketing policies. O-Pitblast and the Distributor shall also agree on their
participation in fairs and exhibitions to promote the Products within the Territory.

4.3. O-Pitblast will be entitled to follow-up on the Distributor’s commercial activity in

the Territory (as regards the Products), notably through visits to the Territory.

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5. Conditions of Supply, Licensing Management, Prices and Discounts

5.1. O-Pitblast shall make its best efforts to supply all Products ordered, subject to its
availability and provided payment of the Products is adequately guaranteed.

5.2. O-Pitblast is responsible for licensing control. After confirmation of the order placed
by the Distributor to O-Pitblast (“Order”), and respective communication to O-
Pitblast, the availability of the Product (i.e., the platform using license) is guaranteed
in 24h (twenty-four hours). The Products activation will be performed at the time
of start of use and no fees will be charged before activation.

5.3. Each Order must be placed in writing and shall be subject to confirmation in writing
by O-Pitblast, upon which the relevant Order shall be considered final and definitive.

5.4. The Distributor shall be responsible to O-Pitblast for:

a) Ensuring the accuracy of each Order;

b) Obtaining all necessary licences or other requisite documents and otherwise

complying with any applicable laws or regulations concerning the import,
distribution, sale and use of the Products in the Territory, and for paying any
duties, taxes and charges related therewith.

5.5. The applicable prices under this Agreement, the terms of payment and the
applicable discounts shall be the ones foreseen in Annex II attached to this
Agreement.

6. Customizing Software

6.1. O-Pitblast has the capacity to adjust or customize the online platform interface. This
includes:

a) Settings (less than 4 hours/week to implement) to adapt to a customer;

b) Distributor logo;

c) Distributor’s company slogan;

d) Product list and prices.

6.2. A more complex personalization (involving a greater number of programming

hours, i.e.. more than 4 (four) hours) will be analyzed and, if applicable, an invoice
will be generated, and O-Pitblast hourly rate will be billed at EUR 50.00/hour plus a
special consultancy fee if needed upon mutual agreement to be fixed between the
Parties.

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6.3. O-Pitblast will give a fixed priced quote including a workload estimate for any
distributor or customer specific customization work.

7. Sub distributors or Agents

7.1. Except with the prior written consent of O-Pitblast, the Distributor is not entitled to
appoint sub distributors or agents for the sale of the Products in the Territory.

7.2. Without prejudice to the foregoing paragraph, the Distributor shall always be
responsible for its sub distributors or agents.

8. O-Pitblast to be Kept Informed

8.1. The Distributor shall exercise due diligence to keep O-Pitblast informed about
activities, market conditions and the state of competition within the Territory. The
Distributor shall answer any reasonable request for information made by O-Pitblast.

8.2. The Distributor shall also exercise due diligence to keep O-Pitblast informed about
(i) the laws and regulations which are applicable in the Territory and relate to the
Products (e.g. import regulations, labelling, technical specifications, safety
requirements, etc.) and (ii) as far they are relevant to O-Pitblast, the laws and
regulations concerning O-Pitblast’s activity.

9. Distributor to be Kept Informed

O-Pitblast shall provide the Distributor with all information / documentation

relating to the Products (brochures, etc.) reasonably needed by the Distributor for
carrying out its obligations under this Agreement. The Distributor shall return to O-
Pitblast, at the end of this Agreement (by any reason whatsoever), all documents
which have been made available to it by O-Pitblast and which remain in its
possession.

10. Resale Prices

The Distributor is free to fix the resale prices of the Products. Notwithstanding, the
Distributor shall avoid such pricing policies as would adversely affect the image of
the Products and O-Pitblast’s brand or name.

11. Sales outside the Territory

The Distributor agrees not to distribute or to advertise the Products or establish any
branch or maintain any distribution depot for distribution of the Products outside
the Territory.

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12. O-Pitblast’s Trademarks, Trade Names and Symbols

12.1. The Distributor is hereby authorized to use O-Pitblast’s trademarks, trade names
and any other symbols. However, the Distributor may do so only for the purpose of
identifying and advertising the Products within the scope of this Agreement and in
O-Pitblast’s sole interest.

12.2. The Distributor agrees neither to register, nor to have registered, any trademarks,
web domains, trade names or symbols of O-Pitblast (or which are confusingly
similar to O-Pitblast’s), in the Territory or elsewhere.

12.3. The Distributor right to use O-Pitblast’s trademarks, trade names or symbols, as
provided for under paragraphs 12.1. and 12.2. above, shall cease immediately upon
the expiration or termination, for any reason, of the present Agreement.

12.4. The Distributor shall notify O-Pitblast of any infringement in the Territory of O-
Pitblast’s trademarks, trade names or symbols, or other industrial property rights,
that comes to the Distributor attention.

13. Special Rights and Non-Exclusivity

13.1. The Distributor shall not benefit any exclusivity rights as regards the sale of
Products within the Territory.

13.2. Further to the provision set forth in paragraph 13.1, O-Pitblast is entitled to sell
directly and/or appoint any another person or company to distribute the Products
in the Territory. That being said, O-Pitblast (i) is entitled to have signed, in the past,
or to sign, in the future, a worldwide, i.e., with no Territory foreseen, distribution
agreement with any entity, through which such distributor is entitled to buy and sell
the Products in or out the Territory foreseen in this Agreement, (ii) and is also
entitled to sell directly the Products, in the Territory, to any interested customer or
entity, circumstance that is expressly known and accepted by the Distributor.

13.3. The Distributor may, in cases in which it does not want to buy and resell, refer such
business to O-Pitblast for a direct sale to the customer (but O-Pitblast shall be
entirely free, at its own discretion, to complete such sale or not). For such activity as
intermediary of O-Pitblast, the Distributor will be entitled to receive a 10%
commission on the sales [i.e. on the effective sales price (any discount being
deducted) clear of any additional charges (such as insurance) and clear of all tariffs
or taxes (including VAT) of any kind] of the relevant Products. Both Parties expressly
acknowledge and accept that the activity of intermediary referred, to the extent it
remains of an accessory character, does not modify the legal status of Distributor as
a trader acting in its own name and for its own account.

14. O-Pitblast Platform Training

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 The cost per hour of the O-Pitblast platform training is EUR 100.00 (one hundred
Euros). The Distributor will be responsible for transportation, accommodation and
food expenses, as well as for any expense previously agreed between the Parties that
is relevant for the training being delivered. If any personal (from the Distributor)
travels to O-Pitblast’s headquarters (Portugal), the training will be for free.

15. Term

This Agreement shall continue in full force and effect for a period of [include period
of time] year(s) from the present date, unless terminated earlier under the
provisions of this Agreement.

16. Early Termination

16.1. Each Party may terminate this Agreement with immediate effect, by notice given in
writing, in case of a substantial breach by the other Party of the obligations arising
out of the Agreement, or in case of exceptional circumstances justifying the earlier
termination.

16.2. Any failure by a Party to carry out all or part of its obligations under the Agreement
resulting in such detriment to the other Party as to substantially deprive such other
Party of what it is entitled to expect under the Agreement, shall be considered a
substantial breach for the purpose of paragraph 16.1. above. Circumstances in which
it would be unreasonable to require the terminating Party to continue to be bound
by this Agreement shall be considered as exceptional circumstances for the purpose
of paragraph 16.1. above.

16.3. The Parties agree that the following situations shall be inter alia considered as
exceptional circumstances which justify the earlier termination by the other Party:
bankruptcy, moratorium, liquidation or any kind of arrangement between debtor
and creditors, or any other circumstances which are likely to affect substantially that
Party’s ability to carry out its obligations under the Agreement.

16.4. This Agreement may also be terminated by O-Pitblast with immediate effect in case
of change of control, ownership and/or management of the Distributor.

16.5. The right to early terminate this Agreement under this Clause is without prejudice
to any other rights or entitlements (notably to damages) as set forth in this
Agreement and in the applicable law.

17. Representations & Warranties

17.1. The Distributor represents and warrants the following to O-Pitblast:

a) The Distributor is a corporate entity validly incorporated, organized, and

existing in good standing under the laws of its place of incorporation and has
the right, power, and authority to enter into and perform under this Agreement;

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 b) This Agreement has been duly and validly executed and delivered by the
Distributor and constitutes legal, valid and binding obligations of the
Distributor, enforceable against the Distributor in accordance with its terms;

c) The execution, delivery and performance by the Distributor of this Agreement

do not (a) conflict with or result in any breach or contravention of (i) any
material order, injunction, writ or decree of any governmental authority or any
arbitral award to which the Distributor is subject or (ii) the applicable law; or
(b) result in a default under any contractual restriction binding on or affecting
the Distributor. No consent is required to be obtained by the Distributor in
connection with the execution and delivery of this Agreement;

17.2. The Distributor shall hold harmless and indemnify O-Pitblast for any losses,
damages and liabilities (including attorney and legal fees/costs) that O-Pitblast may
incur in connection with, or as a consequence of, the untruthfulness, inaccuracy or
misleading nature of any of the representations and warranties included in
paragraph 17.1 above.

18. Return of Documents

Upon expiration of this Agreement, the Distributor shall return to O-Pitblast all
promotional material and other documents and samples which have been supplied
to it by O-Pitblast and are in the Distributor’s possession.

19. Agreement Management

The management of this Agreement shall be secured by a representative nominated

by each one of the Parties involved, who will be responsible for ensuring that the
Agreement it is being correctly enforced, therefore benefiting all parties involved.

As representatives, O-Pitblast designates Vinicius Miranda, CEO, and the Distributor

designates [insert name and position].

20. Confidentiality

Each Party shall keep confidential and not disclose to any third Party for its own
benefit, except as permitted herein, any information provided to it by the other Party
under this Agreement, including, but not limited to, trade secrets, know-how,
customers lists, financial information, sales, marketing plans, business plans,
methods, and practices, personnel, customers, and suppliers personal data
(‘personal data’ means any information relating to an identified or identifiable
natural person which is a natural person who can be identified, directly or indirectly,
in particular by reference to an identifier such as a name, an identification number,
location data, an online identifier or to one or more factors specific to the physical,
physiological, genetic, mental, economic, cultural or social identity of that natural
person) or any other information, inventions, processes, methods, products, patent

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 applications, and other proprietary rights, sell/buy prices, and specifications,
drawings, sketches, models, samples, tools, computer programs, technical
information or other related information (“Confidential Information”). The
foregoing obligation of confidentiality shall not apply to those cases where:

a) The relevant Confidential Information is or becomes generally known or

available through no act or failure to act by the receiving Party;

b) The disclosure of Confidential Information is needed for (i) the defense of the
Parties’ interests, in the event of litigation and (ii) the performance of legal
obligations, judicial decisions or orders of any competent authorities.

21. Miscellaneous

21.1. Assignment. The Parties may not assign or transfer this Agreement or any of its
rights and obligations under this Agreement without the prior written consent of
the other Party, which shall not be unreasonably withheld.

21.2. Compliance with Law. The Parties agree that they will comply with all laws,
regulations and requirements applicable to the duties conducted hereunder.

21.3. Severability. If any provision(s) of this Agreement shall be held invalid, illegal or
unenforceable by a court of competent jurisdiction, the remainder of the Agreement
shall be valid and enforceable and the Parties shall negotiate in good faith a
substitute, valid and enforceable provision which most nearly effects the Parties’
intent in entering into this Agreement.

21.4. Modification; Waiver. This Agreement may not be altered, amended or modified in
any way except by a writing signed by both Parties. The failure of a party to enforce
any provision of the Agreement shall not be construed to be a waiver of the right of
such party to thereafter enforce that provision or any other provision or right.

21.5. Entire Agreement. This Agreement represent and constitute the entire agreement
between the Parties, and supersedes and merges all prior negotiations, agreements
and understandings, oral or written, with respect to any and all matters between the
Parties.

21.6. Governing Law. This Agreement and the documents to be entered into pursuant to
it will be governed by and construed in accordance with Portuguese law.

21.7. Jurisdiction. Each Party irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of the courts of Porto, Portugal, for any litigation arising out of
or relating to this Agreement (and agrees not to commence any litigation relating
thereto except in such courts).

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21.8. Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original and all of which together shall constitute one
instrument.

IN WITNESS WHEREOF each of the Parties has caused this Agreement to be executed on
[insert date].

On behalf of O-Pitblast,

_____________________
Name(s):
Capacity(ies):

On behalf of the Distributor,

_____________________
Name(s):
Capacity(ies):

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 ANNEX 1
(Products)

O-Pitblast has developed an innovative tool for explosives and accessories stock
management, planning operations for rock blasting, storage of these operations and real-
time KPI reports with indicators of the companies’ activities (“Platform”), such as:

• Blasts control
• Optimization of the overall process;
• Reduction on the operation cost;
• Access to technical services necessary to optimize production through a unique
and innovative digital platform.
• Cloud storage;
• On-line KPI (Key Performance Indicators) Tracking;
• Total Communication with mobile devices;
• Direct communication with engineers and skilled technicians.

The Products consist in the applicable software licenses which enable any third
party to use the abovementioned Platform.

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 ANNEX 2
(Price of the Products and Terms of Payment)

The base price of the platform’s license (“Product”) is EUR 5,000.00/year (no VAT is
charged if distributed outside of Portugal) and it includes:

• 100% free Updates,

• 100% free Maintenance (errors and corrections),
• Customer Support (Portuguese, Spanish and English),
• Cloud Server (on-line storage),
• Analytics (online KPI control).
The price of the Product will be revised and updated on an annual basis, taking into
consideration Portugal’s inflation rate (eg: if inflation rate=3%, the new platform price
would be updated to: EUR 5,150.00. In the case of deflation, the price will remain the same.
This information will be provided in the first days of each year by Portuguese National
Statistical Institute (www.ine.pt).

The price of the Product shall be paid within 30 days counting from the placement of the
order by O-Pitblast, by bank transfer, to the following bank account: IBAN PT50 0035
0098 00008325030 96, BIC SWIFTCGDIPTPL, Caixa Geral de Depósitos Address: Rua da
Alegria 1990 1998, 4200-024 Porto].

O-Pitblast has an expansion plan that aims reaching clients in each country, and therefore
the Distributor will be responsible for reaching customers and establishing the
communication line between them and O-Pitblast.

The licenses to be distributed must follow the terms presented below:

Level Reseller Discount Number of licenses

I 15% 0-20
II 20% 20-35
III 25% >35

For resellers, the discount for each license to be used by the Distributor itself is 30%. This
means, licenses to be used by the distributor or distributor’s company.

Any request from a company buying more than 1 (one) license (multi licenses) earns an
extra discount of 10% to the Distributor.

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