Joint Venture Agreement

This Joint Venture Agreement (hereinafter the “Agreement”) is made on July 1, 2022 (the “Effective
Date”) by and between:

TAGORE AG
a Limited Libaility Corporation organized and existing under the laws of the Switzerland, with its head
office located at:

Weinberglistrasse 4, 6005-Luzern. Switzerland

and

BULLFCH CAPITAL S.A.P.I de C.V.

A corporation organized and existing under the laws of Mexico, with its head office located at:

Oxford 36 Col. Juárez Alcaldía Cuauhtémoc C.P. 06600 Mexico City

WHEREAS, the parties wish to enter into an association of mutual benefit and agree to jointly invest and
set up a joint venture enterprise.

WHEREAS, this agreement sets out the terms and conditions governing this association.

NOW, THEREFORE, in consideration of the premise and the mutual promises and covenants contained
herein, the Parties agree as follows:

1) Formation. By this agreement the parties enter into a Joint Venture (the “Venture”) in
accordance with the laws of Switzerland. The rights and obligations of the parties will be a
sated in the applicable legislation of Switzerland (the “Act”) except as otherwise provided here.

2) Name. The activities and business of the Venture shall be conducted under the name of
International trading.

3) Place of Business.  Places of business may be located anywhere.

4) General Purposes.  The general purposes of the Venture are to buy, sell, brokerage, identify
potential customers and suppliers, and finally participate together in any business that both
parties decide to do and that is beneficial for both, and to have and exercise all of the powers to
engage in any lawful business related or incidental to any of these purposes. The Venture shall
not engage in any business without the prior written consent of all of the Joint Venturers.

5) Term of the Venture.  The Venture shall begin on the date hereof and shall continue until July

1, 2023, unless sooner terminated as specifically provided in this Agreement or in its annexes.

6) Capital Contributions of the Joint Venturers. Each of the Joint Venturers shall be
responsible for one-half of all expenses relating to the Venture. The contributions described in
this Paragraph are referred to herein as “Capital Contributions.” All Capital Contributions, if
any, shall be credited to a Joint Venturer’s Capital Account.

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 However, initially neither party will contribute any capital. Each party will bear its own operating
expenses.

7) Sharing Percentages of the Joint Venturers .  Each Joint Venturer will own and hold a
certain percent interest (the “Interest”) in the Venture as a Capital Account and is entitled to
share in the Venture’s items of income, gain, loss, deduction, credit, and cash available for
distribution pursuant to his Interest as described in this Agreement, such Interest to be subject
to all of the terms and conditions of this Agreement.  In the event of a default under this
Agreement, the defaulting Joint Venturer agrees to indemnity the other Joint Venturer against
any loss or liability exceeding the percentages set forth in this Agreement or for any liability or
loss directly resulting from the default.  No Joint Venturer shall have any right to compensation
solely due to his contribution to the Venture, except to share in the net profits as provided
herein unless otherwise provided in this Agreement.

For each Venture, as specific addendum will be signed in accordance with the dynamics and
requirements of the Venture and this addendum shall be part of this Joint Venture Agreement.

Likewise, each party will be responsible for the taxes that may be caused by this agreement, and
they will be responsible for the taxes that correspond to them according to their addresses.

8) Other Matters; Joint Venturer Loans .  Except as specifically otherwise provided in this
Agreement, no Joint Venturer shall be required to lend money or property to the Venture and
any loans to the Venture from a Joint Venturer or affiliate of a Joint Venturer shall be on
commercially reasonable terms and conditions.  If any Joint Venturer advances any funds to the
Venture other than as provided in this Paragraph 9, the amount of any cash advance shall not
be an additional Capital Contribution of the Joint Venturer but shall be a debt due from the
Venture to the Joint Venturer to be repaid at the times and with the interest that shall be
expressly agreed on or, in the absence of an agreement, on the dissolution and liquidation of
the Venture and without interest.

9) Interest on Capital. No borrowing charge or loan interest will be due or payable to any part on
any capital contribution on their capital account despite any disproportion that may from time
to tome arise among the Capital Accounts of the parties.

10) Fiscal Year.  The fiscal year of the Venture for both accounting and income tax purposes shall
end on December 31 of each year.

11) Venture Accounts. All funds of the Venture shall be deposited in its name, or in the name of a
nominee as provided herein, in an account or accounts designated by the parties. Checks shall
be drawn on the Venture account or accounts only for purposes of the Venture business and
shall be signed by the persons that the parties designate.

In this agreement, the parties agree that if there is no Joint Venture bank account, TAGORE AG
may receive the amounts generated by the business are produced by the Venture. In this case,
TAGORE AG undertakes to distribute the percentage indicated in this agreement that
corresponds to BULLFCH CAPITAL SAPI DE CV, which it will do on a monthly basis for each
business that the parties achieve, as indicated in the annexes that are signed.

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 Non-payment by TAGORE AG to BULLFCH CAPITAL SAPI DE CV of the amounts that
correspond to it will be cause for termination of this contract with the right to the corresponding
compensation for damages caused by TAGORE AG.

12) Managing Joint Ventures. The management and control of the day-to-day operations of the
Venture shall rest exclusively in the parties.

13) Nominees. The parties acknowledge that there are practical difficulties in doing business as a
joint venture, caused by those outside the Venture seeking to ascertain the capacity of a Joint
Venturer to act on the Venture’s behalf, or for other reasons. Therefore, each party authorizes
to the other party to, acquire all goods, arrange all financing, enter into contracts, and complete
all arrangements needed to carry out the Venture’s purposes set forth in this Agreement, either
in the Joint Venturer’s own name or the name of a nominee, without disclosing the existence
of the Venture, always prior written authorization of the corresponding transaction.

14) Assignments and Transfers. Neither party shall assign or transfer his or her rights or duties in
the joint venture without the express written consent of the other party. Any transfer or
assignment made without the consent of the other party shall not relieve the transferor or
assignor of his or her duties or obligations under this agreement.

15) Events Constituting Default. Any of the following events shall constitute a default by a Joint
Venturer:
(a) The failure to make when due any contribution or advance required to be made under the
terms of this Agreement,
(b) The violation of any of the other provisions of this Agreement and failure to remedy or cure
that violation within 15 days after written notice of the violation from the affect party
(c) The bringing of any legal action against the Joint Venturer by a creditor, resulting in litigation
that, in the opinion of the other Joint Venturer creates a real and substantial risk of
involvement of the Venture.

16) Effect of Default. Indemnification. Where a party breach this agreement and not remedied
the breach in a reasonable period shall indemnify and hold the other party and his managers,
members, officers, agents and employees harmless from any and all claims, demands, actions,
judgments, suits, losses, fines, penalties, costs, expenses and liability whatsoever, including
without limitation reasonable attorneys’ fees, expert fees and court costs, arising out of (i) any
breach of this Agreement, (ii) any breach of contract with a Venture´s client o supplier.

17) Dissolution of the Joint Venture. The Venture will be dissolved and its assets liquated in the
event of any of the following:
- The term expires and is no extended;
- On satisfaction of the purpose;
- Loss or incapacity through any means of substantially of the Venture´s assets;
- Decision of one of the parties not to continue.

On dissolution, the Venture will be liquidated promptly and within a reasonable time. The
distribution of any amounts will be made in proportion to their Percentages.

18) Non- Circumvention. During the term of this Agreement, the parties will not attempt to do
business with any sellers or client found or otherwise referred by the other party, for the

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 purpose of circumventing, the result of which shall be to prevent the other party from realizing
or recognizing this agreement.

Is such circumvention shall occur, the affected party shall be entitled to any amount due pursuant
to this Agreement relating to such transaction.

19) Confidentiality. The term “Confidential Information” shall include any proprietary
information, in whatever form, that:
a) Is provided by the parties to each other, including information regarding businesses or, finances,
prospects, operations, products, employees, technologies, contact list, and financial models
(including not only written information but also information transferred verbally, visually,
electronically or by any others means); or
b) Concerns any agreement that parties in entering into; or
c) Consist of analysis and/or any other internal non redacted memoranda or other documents
prepared by the parties derived from, or including material portions of, the Confidential
Information.

Confidential Information shall not include any information that:

a) Is already known to the parties at the time of its disclosure;
b) Is or become publicity know though no wrongful act of the parties,
c) Is communicate to a third party with the express written consent of the part; or
d) Is lawfully required to be disclosed, provided that before making such disclosure, the part shall
immediately give the other part written notice and cooperate in the part’s actions to assure
confidential handling of such information.

The parties shall safeguard and keep confidential the Confidential Information and shall not disclose
any Confidential Information to any other person or entity. In addition, shall not use the Confidential
Information for any purpose other than those related to the services they provide to the other part.
All such Confidential Information and any copies obtain thereof shall be returned to the part promptly
upon its written request and shall not be retained in any form by Broker.

20) Severability. The parties have attempted to limit the non-circumvention provision so that it
applies only to the extent necessary to protect legitimate business and property interest.

If any provision of this Agreement shall be held to be valid or unenforceable for any reason, the
remaining provisions shall continue to be valid and enforceable.
If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting
such provision it would become valid and enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.

21) Ofac Certification. The parties hereby acknowledges and certifies that any of parties (i) is not
acting, directly or indirectly, for and/or on behalf of any person, group, entity and/or nation
named by any Executive Order and/or the United States Treasury Department as a terrorist,
“Specially Designated National and Blocked Person” and/or other banned or blocked person,
entity, nation and/or transaction pursuant to any law, order, rule and/or regulation that is
enforced and/or administered by the Office of Foreign Assets Control; and (ii) is not engaging
in, instigating and/or facilitating any of the transactions contemplated by this Agreement,
directly or indirectly, on behalf of any such person, group, entity and/or nation. The parties
hereby agree to defend, indemnify and hold harmless the other party from and against any and
all claims, damages, losses, risks, liabilities and expenses (including without limitation

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 attorneys’ fees and costs) arising from and/or relating to any breach of the foregoing
certification.

22) Amendments and waiver. This Agreement may only be modified, or any rights under this
Agreement waived, by a written document executed by both parties. Any failure or delay by either
party to enforce any right under this Agreement does not constitute a waiver, at that time or in the
future, of the non-enforced right or any other right, and does not modify the rights or obligations of
either party under this Agreement.

23) Notices. Each party shall send all notices and all other communications, required or permitted by
this Agreement, in writing, by any one (1) or more of the following methods: (i) certified mail, return
receipt requested; (ii) registered mail, return receipt requested; (iii) overnight mail delivery service;
and/or (iv) USPS priority mail with tracking. Each party may change the address to which notices
and other communications are to be sent to such party, by written communication to the other party.
Initially, the addresses to which notices and other communications are to be sent are as follows:

TAGORE AG
Tagore AG
Attn: Mehmed Sami Cavusoglu
Weinberglistrasse 4, 6005-
Luzern. Switzerland

BULLFCH CAPITAL
Name: Bullfch Capital S.A.P.I. DE C.V
Attn: Luis Nieto Campos
Address: Oxford 36
Col. Juárez Alcaldía Cuauhtémoc 06600
Mexico City

24) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
an original, and all of the counterparts together constitute a single instrument. The parties may
execute this Agreement by electronic signature, facsimile or by an attachment to an electronic mail
message in .PDF or similar format, and each copy thereof shall be treated as though such copy is an
original.

25) Law Governing.  This Agreement shall be construed and governed by the laws of Switzerland,
and all obligations hereunder shall be deemed performable in Switzerland.

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IN WITNESS WHEREOF, each of the parties has executed this Agreement effective as of the Effective
Date.

Tagore AG Bullfch Capital S.A.P.I. DE C.V

x___________________________________ x__________________________________
By: ______________________________ By: ________________________________
Title: ______________________________ Title: ______________________________

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