CONSTRUCTORA JAIRIEL Y JARY CJJ.

SRL
Detrás De Obras Publicas
Av. Mella 5.
Monte Cristi 62000
Dominican Republic.

CONTACT US LETTER OF INTENT

February 14th, 2024
Hilton Machineries & Sales Company
Rue Brederode 2, 1000 Bruxelles, Belgium.

Dear Mr. Herbert Hilton,

Sub: " 4 Concrete mobile crushing plant JAW CRUSHER (MODEL - KF1415II-1)”

This letter of intent (“Letter”) will outline the terms and conditions under which the prospective buyer
Constructora Jairiel y Jary CJJ. SRL. (Buyer”), with the consent of the prospective sellers Hilton
Machineries & Sales Company, Belgium (“Seller), may initiate due diligence investigations and, thereafter, at
Buyer’s option, proceed toward the negotiation, in good faith, of an agreement of purchase and sale (“Purchase
Agreement”) of 4 Concrete mobile crushing plant jaw crusher with legal description “4 Concrete
mobile crushing plant JAW CRUSHER (MODEL - KF1415II-1)”, more particularly described in Section
1 below (the “Mobile Jaw Crusher”). Buyer and Seller are sometimes referred to in this Letter as the “parties.”
Buyer and Seller agree as set forth below.

1. Mobile Jaw Crusher Description. The Mobile Jaw Crusher subject to this Letter consists of all Seller’s
right, title and interest in “4 Concrete mobile crushing plant JAW CRUSHER (MODEL - KF1415II-1)”
free and clear of rights of first refusal, other agreements and other encumbrances.

2. Letter Inspection Period. From the date this Letter is fully executed (the “Letter Effective Date”), Buyer
shall have a Fifteen (15)-day period within which to commence an inspection of the Mobile Jaw Crusher (the
“Letter Inspection Period”). Seller and Buyer agree to the following during the Letter Inspection Period and
beyond, as specified below:

a. Within Seven (7) business days of the Letter Effective Date, Seller shall engage an attorney domiciled
in the buyer’s region to draft a purchase agreement.

Within Ten (10) business days of the Letter Effective Date, the business broker representing the buyer on this
transaction shall deposit with the Seller’s Attorney A cashier’s check of ($295,000.00 USD (“Initial Deposit”)
to be applied toward the payment of attorney retainer’s or engagement fee, and other expenses. This shall be
disbursed within 1-2 business days, upon Seller request.

b. Seller shall provide to Buyer, at Seller’s cost, within one (1) day of the Letter Effective Date all brochures
pertinent to the Mobile Jaw Crusher, (the “Letter Inspection Documents”)

a. Beginning upon the Letter Effective Date and terminating at the expiration of five (5) days after Seller’s
delivery to Buyer of the Letter Inspection Documents, Buyer, including its representatives and agents, shall

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 CONSTRUCTORA JAIRIEL Y JARY CJJ. SRL
Detrás De Obras Publicas
Av. Mella 5.
Monte Cristi 62000
Dominican Republic.

b. have the right, at any and all times, without further notice, to enter upon and, at its expense, to commence
its due diligence inspection, and evaluation of the Mobile Jaw crusher.

c. Seller shall cooperate with Buyer in Buyer’s inspections, and evaluations of the Mobile Jaw crusher. In that
connection, Seller agrees to refrain from actively marketing the Mobile Jaw crusher during the Letter

Inspection Period, during any and all negotiations between Seller and Buyer occurring thereafter, and during
the period for which any Purchase Agreement between Buyer and Seller is in effect.

d. At the end of the Letter Inspection Period, if Buyer is not satisfied with the Mobile Jaw Crusher, in its sole
and absolute discretion, it shall so notify Seller and shall have no further obligation to Seller. And shall forfeit
part of the Initial Deposit that has been expended toward any cost, as provided by this agreement.

3. Purchase Agreement. If, at the end of the Letter Inspection Period, Buyer wishes to pursue the purchase,
Seller’s attorney will prepare a draft Purchase Agreement within fifteen (15) days from the end of the Letter
Inspection Period, based on the terms of this Letter, including as set out below, as well as on additional
consistent terms negotiated by the parties. Seller shall continue to refrain from marketing the Mobile Jaw
Crusher to others while negotiating the terms of the Purchase Agreement and while the Purchase Agreement
remains in effect. Once the parties have reached agreement on the terms of the purchase and sale, the parties
shall execute a Purchase Agreement with respect to the Mobile Jaw Crusher, Purchase Agreement shall
include the provisions detailed below, among others.

a. The purchase price for each Mobile Jaw Crusher is $120,000.00 USD and the total amount of the 4 mobile
jaw crusher is ($480,000.00 USD),
b. Payment:
i. $295,000.00 USD “cashier’s cheque” (“Initial Deposit”) to be made payable to the seller’s appointed
attorney in the buyers’ region, which shall be disbursed within 1-2 business days and remitted upon Seller
request/instructions.
ii. $115.000.00 USD additional Deposit following execution of purchase and sales agreement
iii. $70,000.00 USD balance shall be made at closing.

c. Closing Date: At a mutually agreed upon date between buyer and seller, but no later than Thirty (30) days
from the execution of the Purchase and Sale agreement.
d. Costs: The business broker who is solely representing the buyer on this transaction shall pay the fees and
expenses of Seller’s legal counsel, accountants, and other consultants or advisors incurred in connection with
the transaction. The (“Initial Deposit”) shall be applied in this regard.

e. Shipping Terms: This will be solely carried out by the business broker representing the buyer, The
International Chamber of Commerce “INCOTERMS 2015” will apply.

4 Buyers Representative: The buyer is solely represented by Mr. Kurt Schurer. The manager director of Kurt
Schurer & Associates Inc. domiciled in Canada as such Mr. Kurt Schurer will be in charge to finalize and make
all payment on behalf of the buyer to the appointed attorney's details provided by the seller.

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 CONSTRUCTORA JAIRIEL Y JARY CJJ. SRL
Detrás De Obras Publicas
Av. Mella 5.
Monte Cristi 62000
Dominican Republic.

b. The appointed Sellers attorney is to receive all payment from the business broker representing the buyer
via his/her trust account and to be remitted in accordance with the seller’s instructions after deduction
of necessary legal, retainer fee, bank charges etc.,

5. Confidentiality. Buyer and Seller shall keep any negotiations and communications between the
parties regarding the potential purchase or purchase of the Mobile Jaw Crusher confidential,
including through the Letter Inspection Period, and thereafter, and shall not disclose any matter
related to such negotiations and communications to any third party, except, on a “need to know”
basis, to either party’s attorneys, accountants, or similar consultants if such attorneys, accountants,
or similar consultants agree to keep such negotiations, communications, and related matters confidential.
This confidentiality provision shall apply throughout the Letter Inspection Period and thereafter.

6. Binding/Non-binding Nature of Provisions. The provisions of this Letter applicable through the Letter
Inspection Period are binding. The balance of the provisions of this Letter creates no contractual obligation
on the part of either party, but merely state a framework pursuant to which Buyer may consider negotiating
and executing a Purchase Agreement with Seller, and the Letter will be superseded by the terms of any written
Purchase Agreement signed by the parties.

7. Execution in Counterparts. This Letter may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. By
signing below, the parties signify that the terms described in this letter are acceptable.

Purchaser: Constructora Jairiel y Jary CJJ. SRL.

By: /s/

Name (Print): Jairiel Y. Jary.

Title (Print): Managing Director.

Acknowledged and agreed as of the foregoing date.

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 CONSTRUCTORA JAIRIEL Y JARY CJJ. SRL
Detrás De Obras Publicas
Av. Mella 5.
Monte Cristi 62000
Dominican Republic.

Seller: Hilton Machineries & Sales Company.

By: /s/:
Name (Print): Mr. Herbert Hilton
Title (Print): Chief Executive Officer