CONTRACT FOR THE PROVISION OF SERVICES (HEREINAFTER THE

"CONTRACT") ENTERED INTO BY ONE PARTY ETRON-ELB, S. DE R.L DE C.V,

REPRESENTED IN THIS ACT BY JUAN CARLOS POSADA GRACIA, HEREINAFTER
REFERRED TO AS "THE CLIENT" AND ON THE OTHER PARTY, INTELLIGENT
HVAC MANAGEMENT, S. A. DE C. V., REPRESENTED IN THIS ACT BY ALBERTO
LARSON GUTIÉRREZ, WHO WILL HEREIN BE CALLED "THE CONTRACTOR";
SAME AS SUBJECT TO THE TENOR OF THE FOLLOWING DECLARATIONS AND
CLAUSES.
DECLARATIONS
l.- JUAN CARLOS POSADA GRACIA, in his capacity as general attorney of "THE
CLIENT", states the following:
A) A) That your principal is a commercial company legally constituted by means
of public deed number 713 (seven hundred thirteen), of 10 (ten) of July 2020 (two
thousand and twenty), passed before the faith of José Martínez González, Notary Public
Holder Number 29 (twentynine) of the First District of Nuevo León, registered in the
Public Registry of Property and Commerce in the First Registry Header of Nuevo León,
under folio 3843 (three thousand eight hundred forty three ), volume I (a Roman one),
book 20, , with Federal Taxpayers Registry key ETR200710IQ9 and with address and main
business seat at Ave. Internacional 101 (one hundred one), Parque Industrial Huinala,
Apodaca, Nuevo Leon, C.P. 66645 (sixty six thousand six hundred forty five)

B) That it has sufficient power and authority to enter into this Agreement and
bind its principal under these terms, as justified by the first testimony of public deed
number 713 (seven hundred thirteen), of 10 (ten) of July 2020 (two thousand and twenty),
passed before the faith of José Martínez González, Notary Public Holder Number 29
(twentynine) of the First District of the state of Nuevo León, registered in the Public
Registry of Property and of Commerce in the First Capital of the state of Nuevo León,
under electronic mercantile folio 029/9453/2020, (zero twentynine slash nine thousand
four hundred fifty three, slash, two thousand and twenty), dated November 6 (six) of
2020 (two thousand and twenty).

C) The client wishes to hire "THE CONTRACTOR" to provide him with the services
consisting of: preventive maintenance of 1 (one) screw-type liquid cooler, which will be
carried out at the address indicated in subparagraph A) of this Declaration I (first).
ll.- ALBERTO LARSON GUTIÉRREZ, in his capacity as general representative of
"THE CONTRACTOR" states the following:
A) That your principal is a commercial company legally constituted by means of public
deed number 6,498 (six thousand four hundred and ninety-eight), dated March 4
(four) 2013 (two thousand and thirteen), passed before the faith of Francisco Javier
Lozano Medina, Notary Public Holder 19 (nineteen) of the First District of the State of
Nuevo León, whose first testimony was registered in the Public Registry of Property
and Commerce in Monterrey, Nuevo León, under electronic mercantile folio number
138,232* 1 (one hundred thirty-eight thousand two hundred thirty-two asterisk one),
on date 8 (eight ) of April 2013 (two thousand thirteen) and with domicile and principal
 place of business in Calle Espinosa Oriente number 1,028 (one thousand twenty-
eight), Colonia Centro, zip code 64,000 (sixty-four thousand), in Monterrey, Nuevo
León, Mexico.

B) That he has sufficient power and faculties to enter into this Agreement and bind his
client under its terms, as justified by the public deed indicated in the immediately
preceding paragraph, whose first testimony was registered in the Public Registry of
Property and of Commerce in Monterrey, Nuevo León, under electronic mercantile folio
number 138,232* 1 (one hundred and thirty-eight thousand two hundred and thirty-
two, asterisk, one), on April 8 (eight), 2013 (two thousand and thirteen).
C) “THE CONTRACTOR” is duly registered with the Federal Taxpayers Registry with
code IHM130304AE3 and with the Mexican Institute of Social Security with employer
registry number Y4036871103.
D) “THE CONTRACTOR” Listed in the Registry of Providers of Specialized Services or
Specialized Works (REPSE) of the Ministry of Labor and Social Welfare, for the
specialized activity(ies) and number(s) of Following folio(s): Folio: 246aac98-ac37-43af-
89a3-a1d50f6a461e. Activity: Engineering, sale, installation and service of air
conditioning, heating and ventilation.
E) “THE CONTRACTOR” has the permits that the legal regulations establish for its
legal operation and is in compliance with its obligations as an employer established in
the applicable legal regulations, including the Federal Labor Law, the Social Security
Law and the Law of the National Workers' Housing Fund.
F) That the person of “THE CONTRACTOR” has the professional, technical,
administrative resources and, in general, all the resources that are required to provide
the specialized services that are the object of this Contract.

G) “THE CONTRACTOR” intends to provide in favor of "THE CLIENT" the services

consisting of: preventive maintenance of 1 (one) Carrier brand screw-type liquid chiller
equipment, 5 (five) air handlers, 5 (five ) conventional fan coils, 3 (three)
minisplits/cassette, 8 (eight) VRF cassette units, 2 (two) VRF fan coils, 1 (one) VRF
condenser and 1 (one) intelligent “BMS” system, which will run in the domicile
indicated in section A) of this Declaration I (first).
III.- Both parties state that they mutually recognize the legal existence of the
contracting companies and the legitimate representation of their attorneys.
By virtue of the foregoing, they agree to hold this Agreement in accordance with the
following:
CLAUSES
FIRST. OBJECT OF THE CONTRACT: "THE CONTRACTOR" undertakes in favor of "THE
CLIENT" to perform directly and under his sole responsibility, the provision of
services consisting of: preventive maintenance of 1 (one) Carrier-brand screw-type
liquid chiller equipment, 5 (five) air handlers, 5 (five) conventional fan coils, 3 (three)
minisplits/cassette, 8 (eight) VRF cassette units, 2 (two) VRF fan coils, 1 (one) VRF
condenser and 1 (one ) intelligent system "BMS" that will be executed in the
building(s) located in:
Ave. Internacional 101(one hundred one), Parque Industrial Huinala, Apodaca, Nuevo
Leon, C.P. 66645 (sixty six thousand six hundred forty five)

"THE CONTRACTOR " will provide the services object of this Contract with its own
personnel with experience and proven capacity in the field, consequently providing
the necessary human resources, materials, equipment and in general everything that
is required for the correct execution of the services that are the object of this
Contract. By virtue of the foregoing, "THE CONTRACTOR" will provide the services
object of this Contract, in accordance with the following, which is agreed in an
expository and non-limiting manner:

a) CHILLER:

• (24) Visits (monthly) carrying out the activities recommended by the factory.
• Visits #12 and #24 will be of a predictive maintenance nature, including an oil change if
it is recommended after the oil analysis has been carried out (oil (12.5 gallons) would be
included), (2) oil filters and (2) oil filters. desiccants)
• Labor included for minor corrections.
• Availability of telephone technical support 24 hours a day.
• Thermography study in electrical panels and key points of operation on an annual basis.
• Log record with operation readings.
• Check refrigerant pressures in each circuit of the unit.
• Review of oil levels.
• Review and adjust operating and safety controls.
• Raise service logs.
• Check lubrication system.
• Check operation of compressors and contactors.
• Check correct operation of temperature sensors.
• Oil analysis.
• Cleaning of condenser coils.
• Check condenser motors.
• Retightening and revision of plates and electrical terminals.
• Perform service report.
b) AIR HANDLING UNITS AND FAN COILS:

• Cleaning and/or replacement of return air filters.

• Evaporator coil cleaning
• Drain pan cleaning
• Exterior cabinet cleaning
• Review of turbine bearings
• Alignment of pulleys
• Adjustment of oppressors
• Band review
• Fan motor check
• Bearing lubrication
• Leak inspection
• Review of operating temperatures
• Review of heating resistors
• Cleaning of electrical panel
• Terminal adjustment
• Review of platinums
• Inspection of false contacts
• Reading of amperages and voltages
• Controller review
• Sensor inspection
• Adjustment of actuators
• Retightening of terminals
• Review of signals, voltages and calibrations.

c) CASSETTE UNITS

• Cleaning and/or replacement of return air filters.

• Evaporator coil cleaning
• Drain pan cleaning
• Exterior cabinet cleaning
• Review of turbine bearings
• Alignment of pulleys
• Adjustment of oppressors
• Band review
• Fan motor check
• Bearing lubrication
• Leak inspection
• Review of operating temperatures
• Review of heating resistors
• Cleaning of electrical panel
• Terminal adjustment
• Review of platinums
• Inspection of false contacts
• Reading of amperages and voltages
• Controller review
• Sensor inspection
• Adjustment of actuators
• Retightening of terminals
• Review of signals, voltages and calibrations.

d) VRF CONDENSING UNIT

• General cleaning of the unit

• Drain pan cleaning
• Pressure review
• Leak inspection
• Adjustment of oppressors
• Fan motor check
• Terminal adjustment
• Inspection of false contacts
• Reading of amperages and voltages
• Diagnostic Review
• Sensor inspection
• Retightening of terminals
• Review of signals, voltages and calibrations

e) INTELLIGENT SYSTEM:
• Annual training course of up to 5 hours with topics on Automation systems.
• 24 Visits with a monthly frequency for inspection of the Intelligent System.
• Monthly Remote Monitoring Report made by our staff through specialized remote connection
software.
• Device communication review.
• Programming backups and configurations.
• Diagnosis of problems detected within the control system (does not include its repair, materials or spare
parts).
• Development of energy saving strategies.
• Elaboration of Trend Reports and Records.
ADDITIONAL SERVICES WITHOUT EXTRA CHARGE FOR "THE CLIENT":

a) 5 (five) hours (yearly) of scheduled inductive training, including equipment operation and
troubleshooting guide (includes support material).
b) Workforce specialized in minor corrective services.

c) "Local" advice and telephone support to guide personnel in the operation of the equipment, with
permanent availability (24/7 (twenty-four, diagonal, seven)).

The supply of mechanical, electrical and/or electronic spare parts that are necessary for the correct
operation of the unit is included, as long as the affected part(s) have been damaged by normal use, the
replacement of parts damaged due to negligent operation, natural disasters, mishandling of chemicals for
water treatment, or for reasons caused by CFE will be excluded, including but not limited to voltage
variations, overvoltage, etc. .

"Major Corrective": It is understood by any event planned in advance or outside the program, where it is
necessary to evacuate the refrigerant in containers external to the equipment.
"Minor Corrective": It is any work or maneuver where the above defined as "Major Corrective" does
not apply.
"Response times":

"EMERGENCY CALL": Is defined as such, the condition where the cooling equipment covered in this
contract is out of service.
MAXIMUM RESPONSE TIME FOR EMERGENCY CALLS IS 2 (TWO) HOURS.

"NON-CRITICAL CALL": Is when the equipment covered by this contract is operating normally with some
active operating condition. MAXIMUM RESPONSE TIME FOR NON- CRITICAL CALLS IS 8 (EIGHT) HOURS.
"ROUTINE CALL" This will be an auxiliary in the programming of the service for disposition and comfort for
"THE CLIENT".
SECOND. VALIDITY: "THE CONTRACTOR" will provide the services covered by this Contract for a period
of 24 (twentyfour) months, from August 23, 2022 and ending precisely on the August 24,2024, a term that
may only be extended by written agreement signed by both parties.
"THE CLIENT" may terminate this Contract at any time and without the need for a judicial declaration,
sufficing for this a simple written notice notified to "THE CONTRACTOR" at least 15 (fifteen) calendar days in
advance of the date of termination.
THIRD. CONSIDERATION: In consideration for the services object of this Contract, "THE CLIENT" will pay
monthly to "THE CONTRACTOR " the equivalent amount in mexican pesos for $6,497.00 USD (Six thousand
four hundred ninety seven american dollars) plus the Value Added Tax (hereinafter "VAT ", exhange rate
will be taken from “El Diario Oficial de la Federación”) corresponding, in the manner agreed in the Fourth
clause of this Contract.

QUARTER. METHOD OF PAYMENT: "THE CLIENT" will pay "THE CONTRACTOR" the amount of the
consideration on a monthly basis and for accrued services, within 8 (eight) calendar days after the
presentation of the corresponding invoice. If the last day of the term is not a business day, the payment will
be extended for the next business day. "THE CLIENT" will pay "THE CONTRACTOR " the amount of the
consideration plus the corresponding Value Added Tax. If applicable in accordance with current legislation,
"THE CLIENT" will make the corresponding tax withholdings.

The payment of the invoices presented by "THE CONTRACTOR " must meet each and every one of the fiscal
requirements necessary for its deduction and accreditation, otherwise payment will be suspended until
the invoice that covers said requirements is not replaced.

"THE CLIENT" shall have the right to suspend the payment of the consideration, in the event that "THE
CONTRACTOR " loses, is suspended, canceled or does not renew his registration with the Registry of
Providers of Specialized Services or Specialized Works (REPSE), as provider of the specialized services
object of this Contract, or in the event that it does not deliver to "THE CLIENT" any of the documentation and
information indicated in the sixth clause of this Contract.

FIFTH. QUALITY: "THE CONTRACTOR " will provide the services object of this Contract with the necessary
quality and practice, in accordance with the technical and professional knowledge required for optimal
performance, with trained personnel, equipment and other items required for the fulfillment of the object of
this Contract, ensuring that they are carried out with strict adherence to the guidelines of "THE CLIENT".

"THE CONTRACTOR " undertakes to ensure that the services in question are carried out in compliance with all
applicable legal provisions, ordinances and regulations.

SIXTH. SPECIALIZED SERVICE: The specialized service object of this Contract is not part of the corporate
purpose or the predominant economic activity of "THE CLIENT". "THE CONTRACTOR" is registered as a
provider of specialized services, in the Registry of Providers of Specialized Services or Specialized Works
(REPSE) kept by the Ministry of Labor and Social Welfare, for the following activity(ies) specialized and
under the following number(s) of folio(s):

Folio: 246aac98-ac37-43af-89a3-a1d50f6a461e. Activity: Engineering, sale, installation and service of air

conditioning, heating and ventilation.

"THE CONTRACTOR" will allocate an approximate of 3 (three) workers for the provision of the services
object of this Contract.

"THE CONTRACTOR " will comply with all the obligations that the Federal Labor Law imposes on it as a
provider of specialized services, in accordance with article 15 (fifteen) of the Federal Labor Law, including the
obligation to maintain its registration as a service provider in force. before the Registry of Providers of
Specialized Services or Specialized Works (REPSE) kept by the Ministry of Labor and Social Welfare. "THE
CONTRACTOR" undertakes to report the information and documentation required by articles 15 (fifteen) A
of the Social Security Law and 29 (twenty-nine) Bis of the Law of the Institute of the National Housing Fund
for Workers.

Likewise, "THE CONTRACTOR " undertakes to provide "THE CLIENT" on a monthly basis, the documentation
and receipts indicated in articles 27 (twenty-seven) section V (fifth) of the Income Tax Law and in article 50
(fifth) section ll (second) of the Value Added Tax Law, including but not limited to the following: (a) proof of
registration with the registry of specialized service providers provided for in article 15 (fifteen) of the Federal
Labor Law; (b) a copy of the tax receipts for the payment of salaries of the workers with whom the service
object of this Contract is provided; (c) receipt of payment issued by the banking institution for the declaration
of the entire tax withholdings made to said workers, of the employee-employer contributions paid to the
Mexican Institute of Social Security, as well as the payment of contributions and amortizations to the
Institute of the National Housing Fund for Workers; (d) a copy of the value added tax declaration and the
acknowledgment of receipt of the corresponding payment for each of the periods in which "THE CLIENT"
pays the consideration agreed in this Contract and from which the tax is transferred to the corresponding
added value.

The documentation indicated in this paragraph will be provided by "THE CONTRACTOR" to "THE CLIENT" on a
monthly basis, no later than the last day of the month immediately following the payment of the
corresponding consideration.

SEVENTH- NATURE OF THE CONTRACT: Both parties agree and acknowledge that this Contract is of a strictly
commercial nature, for which there is not, nor can there be, any employment relationship between "THE
CONTRACTOR " and "THE CLIENT", nor between "THE CLIENT", its representatives, employees or any of its
subsidiary companies or directly related by any shareholding between them, with the workers of "THE
CONTRACTOR ". For this reason, "THE CONTRACTOR " undertakes to carry out the work with its own
personnel, being considered as the only employer with respect to its workers in accordance with the
provisions of article 10 (ten) of the Federal Labor Law.

"THE CONTRACTOR" undertakes to make and pay in a timely manner the contributions corresponding to the
Mexican Social Security Institute, the National Fund for Workers' Housing Institute, the Retirement Savings
System and any other authority that the legal systems require in their character of employer with respect to
the workers that he employs in the execution of the contracted services. The foregoing, on the understanding
that "THE CLIENT" will be empowered to prohibit access to the area where the service is provided to the
personnel of "THE CONTRACTOR" for whom any of the aforementioned requirements has not been met; for
this purpose, "THE CONTRACTOR" will provide "THE CLIENT" with photocopies showing the registration of the
workers in the organizations mentioned in advance, as well as the payments made for that concept.
EIGHTH. CONFIDENTIALITY: Confidential information will be considered protected and reserved in accordance
with the provisions of this clause (hereinafter referred to as "confidential information"), including but not
limited to, the following: (a) all information disclosed by "THE CLIENT" to "THE CONTRACTOR", related to the
past, present or future business of "THE CLIENT", (b) all the information disclosed by "THE CLIENT" during the
negotiation of this Contract and any information transmitted " THE CLIENT" during the fulfillment of this
Contract, including reports, reviews, records, records, account statements, as well as all information to which
"THE CONTRACTOR" has access during the provision of the services object of this Contract, (c ) all files and
databases and information stored in the computer equipment, servers, computer systems, networks and
devices of "THE CLIENT", as well as (d) the results data, conclusions, plans, projects, databases,
projections and any other information that is generated or to which you have access, directly or indirectly, by
virtue of the provision of the services object of this Contract.

Confidential information may be information disclosed orally, visually, electronically, in writing or through any
other process used by "THE PARTIES", All records, files, databases, documents, records, related to the
provision of the The services object of this Contract will be considered "Confidential", regardless of whether
or not this character is indicated. All the information generated by the provision of services object of this
Contract will be the exclusive property of "THE CLIENT".

"THE CONTRACTOR" may not disclose to any person or entity, and may not use the confidential information
indicated in this clause. The obligation of reserve and confidentiality agreed in this clause will be in force
permanently and perpetually and will continue in force even when this Contract ends or expires.

All confidential information, as defined here, is and will remain the property of "THE CLIENT".
"THE CONTRACTOR" will not disclose confidential information to third parties, without the prior
written consent of "THE CLIENT". Nor may you remove from your site, nor may you duplicate or
photocopy confidential information, without the prior written consent of "THE CLIENT".

The confidentiality obligations agreed in this clause will not be applicable in the following
scenarios:

a) In the case of information that, at the time of its disclosure to the receiving party, was already in
the public domain through no fault of the receiving party,

b) In the case of information that after its disclosure to the receiving party, passes into the public
domain through no fault of the receiving party

c) In the case of information that the receiving party legitimately acquired from a third party
without restriction on its use and/or its disclosure.
d) In the case of information that is revealed in response to a written order from a competent
authority, founded and motivated, as long as the requested party urgently notifies the other
party of such request and that both parties cooperate to legitimately minimize such disclosure.

e) When the disclosure is necessary to enforce or exercise the rights and obligations agreed in this
Agreement.

NINTH. ADDRESSES: Both parties will indicate the following as conventional addresses
to hear and receive any kind of notice or notification related to this Contract:

"THE CLIENT" Ave. Internacional 101(one hundred one), Parque Industrial Huinala, zip
code 66645 (sixty six thousand six hundred forty five), Apodaca, Nuevo Leon

"THE CONTRACTOR" Calle Espinosa Oriente number 1,028 (one thousand twenty-
eight), Colonia Centro, zip code 64,000 (sixty-four thousand), in Monterrey, Nuevo
León, Mexico.

TENTH. LIABIALITY FOR BREACH OF CONTRACT "THE CONTRACTOR" shall perform the agreed
obligations fully, If"THE PROFESSIONAL" fails to perform its obligations properly, "THE CLIENT"
shall terminate the Contract at any time and hold "THE PROFESSIONAL" liable for breach of
contract.

ELEVENTH. VALIDITY OF THE CONTRACT: This agreement constitutes the entire

Contract entered into between the parties, therefore, any other Contract or document
entered into previously by both parties on the same subject matter of this Contract is
rendered null and void. Any modification to this Contract will be valid and will take
effect if it is executed in writing and is duly subscribed and signed by both
contracting parties.

TWELFTH. HEADINGS: The headings that are cited in each of the Clauses of this
Contract, will only have orientation effects, so they do not affect or are considered part
of them.
Having read this Agreement and duly informed the parties of its content and legal
scope, they sign it to their full satisfaction in the presence of two witnesses who attest
to its execution, in Monterrey, Nuevo León on August 23 (twentythree) 2022 (two
thousand and twenty two).

"THE CLIENT" "THE CONTRACTOR "

ETRON-LB S. DE R.L. DE C.V. INTELLIGENT HVAC MANAGEMENT S.A. DE C.V

_____________________________ ____________________________
JUAN CARLOS POSADA GRACIA ALBERTO LARSON GUTIERREZ
General Attorney General Attorney

WITNESS WITNESS

___________________________ ___________________________