ausmexhub@mail.

com
www.ausmexhub.org
¡V i v a M é x i c o!

MTY, NL. MX
SEP. 25
2023
PRIVATE AND CONFIDENTIAL SUBJECT TO CONTRACT

STOCKHOLDERS

Re: Non-binding proposal to sell 1 1 , 5 2 0 To n s o f W a s t e T i r e s p e r

year for 5 years

Dear Sirs:

We are pleased to submit our non-binding confidential proposal for the supply of
11,520 Tons of Waste Tires per year to your organization for a period of 5 years.
This letter supersedes any previous discussions or proposals.

Our proposal is set out in the following paragraphs of this letter (the "Proposal'). It
sets out the principal terms of the proposed acquisition of the tires by InnoVent
Renewables LLC and its subsidiaries and affiliates (hereinafter known as InnoVent). In this
letter, the proposed supply agreement is referred to as the "Proposed Transaction"
and InnoVent and Sellers are collectively referred to as the "Parties".

The Proposal is intended to form the basis of further discussions and negotiations
with respect to a definitive written agreement (a "Definitive Agreement'). The
Proposal is not exhaustive nor, save as expressly provided, legally binding. This
letter does not create any legal rights or obligations concerning the Proposed
Transaction.

Proposal

1. Strategic Rationale and Integration

The Proposed Transaction offers InnoVent an opportunity to obtain waste tires in
the Mexico region and convert those tires into useful products such as fuel oil.

2. Purchase Price
Subject to the satisfaction of the conditions, InnoVent will buy 11,520 Tons of
Waste Tires per year at a calculated price based on operational costs. This
includes sourcing, processing and delivery of those tires to our production site
Monterrey Area, Mexico.

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Torre Martel | Ave. Humberto Junco Voigt No. 2307 Col. Valle Ote. C.P 66269
SAN PEDRO, GARZA GARCIA | NUEVO LEÓN | MÉXICO
3. Definitive Agreement
As soon as reasonably practicable after acceptance by Sellers of the Proposal, the
Parties would commence negotiations with respect to the Definitive Agreement, to
be drafted by InnoVent's counsel. The Definitive Agreement would include the
terms of the Proposal and such other representations, warranties, conditions,
covenants, indemnities and other terms that are customary for transactions such as
the Proposed Transaction and are not inconsistent with the Proposal.

4. Specific Terms & Conditions to Closing

InnoVent's obligation to close the Proposed Transaction would be subject to the
satisfaction of the following conditions:

(a) the board of directors of InnoVent, and any other person or entity deemed
necessary by the InnoVent, having approved the Proposed Transaction;

(b) the Definitive Agreement, and all agreements ancillary to it, having been
agreed and executed by all relevant parties;

(c) all other consents and approvals that the InnoVent considers appropriate having
been received in a form satisfactory to the InnoVent; and

(d) such other conditions as are customary for transactions such as the Proposed
Transaction and are contained in the Definitive Agreement.

5. Authorization and Approvals

The Proposal has been approved by the Chief Executive Officers and Chief Financial
Officers of InnoVent.

6. Closing Date
All efforts will be made to Close the Proposed Transaction by November 30, 2023

We thank you for allowing us to present our Proposal. We are enthusiastic about the
prospect of working with you. To confirm your agreement, please sign and return
one copy of this letter and if you have any questions on our Proposal, please do not
hesitate to contact us.

Sincerely,

Agreed to and accepted by Sellers:

Arturo Israel Beltran Rech

President to the Circular Economy Research Hub A.C.

2 of 2
Torre Martel | Ave. Humberto Junco Voigt No. 2307 Col. Valle Ote. C.P 66269
SAN PEDRO, GARZA GARCIA | NUEVO LEÓN | MÉXICO