INVESTMENT AGREEMENT BOLIVAR (VEF) FOR US DOLLAR (USD)

Investment transaction agreement and all Attached Annexes are entered on this day of 27th August,
2016.

USD PROVIDER (USD P):

Corporate Name: SIFONTES CONSTRUCCIONES (SIFCON) CA,

Mailing Address: DATIL SUR MCIPO DIAZ JUAN BATUTISTA NUEVA ESPARTA ZONA POSTAL, 6306,

Country: Venezuela
Represented By: Miguel Angel Sifontes Fernandez
Passport No: V-12-222-652
Nationality: Venezuela

VEF PROVIDER (VEF P):

Corporate Name: CLX VALENCIA, C.A.

Mailing Address:
Country:
Represented By:
Title:
Passport No:
Nationality:

WHEREAS, in consideration of the promises and the mutual covenants, warranties, terms and conditions
herein contained and for other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the undersigned parties agree and state that they wish to enter into this agreement for the
exchange of United States Dollars (USD) for Venezuelan Bolivars Fuertes (VEF) under the following terms
and conditions:

This currency exchange transaction is a bank to bank transaction to be executed according to the following
terms, conditions and agreed procedure payments are received and paid to all parties by the paymaster.

1.1 DESCRIPTION OF THE UNITED STATES DOLLARS (USD) CURRENCY:

CURRENCY: UNITED STATES DOLLARS, LEGAL TENDER OF USA.

ORIGIN OF CURRENCY: NON-CRIMINAL ORIGIN
YEAR OF CURRENCY ISSUE: CURRENT VALID CURRENCY; IN CIRCULATION, FREE

1.2 DESCRIPTION OF THE BOLIVAR (VEF) CURRENCY:

VEF P’s Initial Page 1 of 10 USD P’s Initial

CURRENCY: VEB, LEGAL TENDER OF VENEZUELA
ORIGIN OF CURRENCY: NON-CRIMINAL ORIGIN
YEAR OF CURRENCY ISSUE: CURRENT VALID CURRENCY; IN CIRCULATION, FREE

2. TRANSACTION CONDITIONS:

TRANSACTION MODE: DIRECT BANK TRANSFER

CONTRACT SIZE VEF P: 1.935.000.000, 00 BsF.
CONTRACT SIZE USD P: 3.000.000, 00 $

3. TRANSACTION PROCEDURES:
1) VEF P submits, passport copy, RIF certificate and current dated active bank account statement
(and other appropriate documents as requested by the USD P). USD P reciprocates with their
passport copy and RIF certificate within this draft contract.

2) VEF P submits this contract to the USD P. The contract is submitted using an electronic signature
which will be deemed to be an original. USD P upon receiving the contract makes amendments and
returns the contract signed with an electronic signature.

3) The VEF P and the USD P sign and seal the agreement, and finalize all relevant actions to be taken
in order to commence the transaction. Any further amendments to the procedure contained herein
have to be referenced by paperwork to be signed by both USD P and VEF P.

DIRECT BANK TRANSFER

4) VEF P bank in Venezuela transfer Bolivar’s as per agreed amount as per agreement contract
direct to the receiving bank account in Venezuela in favor of the buyer’s nominated Venezuelan
corporation to the USD Investor’s Venezuelan bank. A copy of the ORIGINAL BANK TRANSFER
DOCUMENT is sent immediately after it is issued to USD P mandate email: vefbusinessve@gmail.com for
verification. USD P, upon confirmation of the funds in the receiver account, will immediately issue
an order to the bank officer for the receiver account to BLOCK THE FUNDS IN THE RECEIVER
ACOUNT and send A BLOCKED FUNDS LETTER from the bank. to the bank officer for the VEF P and
his bank officer

5) After confirmation and verification of the Bolivar’s transfer and receive of funds, by the USD P
receiving bank representative in Venezuela and the USD P’s nominated bank officer, the USD P
transfers the equivalent and agreed amount in USD to the external nominated banks indicated by
the VEF P, and to all intermediaries into the accounts specified within (48 - 72) forty eight to seventy
two hours via bank to bank wire transfers. USD provider will send transfer slips immediately to VEF
P to the following e-mail addresses: vefbusinessve@gmail.com
Upon receipt of the USD in the client EXTERNAL account, the client must then, through his bank
officer issue an order to the bank officer for the receiving account to UNBLOCK the bolivars in the
receiver account

6) The pay master holder of the bank payment from the USD provider’s bank against the VEF
through official banking on VEF agreed amount to USD P’s external bank, once the USD transfer and
have been received by the VEF P then continue with tranches.

VEF P’s Initial Page 2 of 10 USD P’s Initial

7) New tranches must continue according to the above procedures until all VEF are exhausted or
one of the two parties determines that the agreement is completed.
LAW AND ARBITRATION:
This Contract is a full recourse commercial commitment enforceable under the laws of jurisdiction of the
countries where this transaction is effectuated, and any dispute is to be resolved under the ICC rules for
arbitration, unless the aggrieved party takes legal action in a court of jurisdiction. The Swiss, British or any
European Union Country Law shall be the applicable law, as the aggrieved Party may choose, and shall
govern the interpretation, construction, enforceability, performance, execution, validity and any other such
matters regarding this Contractual agreement. The Parties hereto acknowledge and agree that any
discrepancy and/or dispute in application of this Agreement will be solved amicably, but if this is not
possible, the arbitration procedure is to be followed.

This Contract is intended to be performed in accordance with, and only to the extent permitted by all
applicable laws of jurisdiction, ordinances, rules and regulations. If any provision of this Contract be
considered invalid or unenforceable, then, the reminder of this Contract shall not be affected and shall be
enforced to the greatest extend permitted by law.

NON-DISCLOSURE AND NON-CIRCUMVENTION:

Both Parties are to be bound and to abide by the Non-Circumvention Non-Disclosure rules of all issues by
the ICC, PARIS/FRANCE, and last edition of which shall apply to this transaction for a period of five (5)
years, no matter whether direct or in-direct.

EDT- ELECTRONIC DOCUMENT TRANSMITTAL & COUNTERPARTS:

This Contract may be executed in multiple copies at different times and places, each being considered an
original and binding. All facsimile / electronic transmittal/ communications relating to this transaction and
which are mutually accepted by the Parties, shall be deemed legally binding and enforceable documents
for the duration of the transaction.

FORCE MAJEURE:
The “FORCE MAJEURE” exception clause of the International Chamber of Commerce (ICC Publication No.
421) is hereby incorporated and made an integral part of this agreement. A party cannot be held in default
if the reason is caused by force Majeure. Case may be, when executed by both PARTIES. Although not
strictly Force Majeure this Agreement may be subject to unexpected and unforeseen Changed
Conditions as a result of the Venezuelan Government Intervention via Decrees, Regulations or
Devaluations, whether declared or undeclared, as well as external manipulation of the Parallel
Exchange Rate. If any such conditions arise and those effectively affect the exchange rate set forth
herein, the USD-provider, at its sole discretion, may declare Cease of Exchange in writing. The Parties
may negotiate a different rate or terminate the present Agreement.

IN WITNESS WHEREOF, The undersigned have read this document and had advise of its legality and after
understanding the content of this Contract written in the English language, by knowledge of the language
or by professional translation to the party’s language and legal advise, and initialed all the pages of this
Contract and, fully understand and agree that its execution constitutes an acceptance of all of its mutually
protective covenants, terms and conditions, and is lawfully binding upon the “Parties”, and their legal heirs,
successors, representatives and assignees.
BY THE USD PRINCIPAL/VEF RECEIVER AUTHORIZED SIGNATORY:

VEF P’s Initial Page 3 of 10 USD P’s Initial

I, Miguel Angel Sifontes Fernandez, HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF
PERJURY AND FRAUD THAT THE INFORMATION PROVIDED BY ME HEREIN IS ACCURATE AND TRUE
AND THAT I HAVE READ AND UNDERSTOOD THE FULL CONTRACT. SIGNED AND SEALED ON THE
DATE INDICATED BELOW BY SIGNATURE:

Signature:
Name : Miguel Angel Sifontes Fernandez
Company : SIFONTES CONSTRUCCIONES (SIFCON) CA
Designation : CEO
Passport # : V-12-222-652
Issue date : 26-02-2016

AGREED AND ACCEPTED THIS CONTRACT

BY THE VEF PRINCIPAL / AUTHORIZED SIGNATORY:

I ___________________ , HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF PERJURY AND FRAUD
THAT THE INFORMATION PROVIDED BY ME HEREIN IS ACCURATE AND TRUE AND THAT I HAVE
READ AND UNDERSTOOD THE FULL CONTRACT. SIGNED AND SEALED ON THE DATE INDICATED
BELOW BY SIGNATURE:

Signature:

Name :
Passport No. :
Company :
Designation : CEO
Nationality :
Issue Date :
Expiry Date :

ELECTRONIC SIGNATURE IS VALID AND BINDING AS ORIGINAL IF DELIVERED

BY SIGNER IN SECURE FORMAT AND DULY CERTIFIED

VEF P’s Initial Page 4 of 10 USD P’s Initial

 ANNEX “A”

USD PROVIDER’S BANKING COORDINATES IN VENEZUELA TO RECEIVE BOLIVARES:

BANESCO BANCO UNIVERSAL
BANK NAME :
BANK ADDRESS : Av Guaicaipuro Con Ppal Delas Mercedes , Torre Banesco,11 Piso, 10
ACCOUNT NAME : SIFONTES CONSTRUCCIONES (SIFCON) CA
ACCOUNT No : 0134 1200 6500 0100 1590
RIF : J-293845173
BANK TEL No : +58 295 269 2733 +58 4121951793
BANK OFFICER : Miguel Guzman
BANK OFFICER EMAIL : mguzman@banesco.com
AMOUNT : 1.500.000.000,00 Bsf.

BANESCO BANCO UNIVERSAL

BANK NAME :
ACCOUNT NAME : Inversiones MR
ACCOUNT No : 0134 0001 1610 0111 79042
RIF : V- 112801878
AMOUNT : 150.000.000,00 Bsf.

BANESCO BANCO UNIVERSAL

BANK NAME :
ACCOUNT NAME : Inversiones vayo M&H C.A
ACCOUNT No : 0134 0239 6123 9102 7537
RIF : J- 405590858
AMOUNT : 150.000.000,00 Bsf.

BANESCO BANCO UNIVERSAL

BANK NAME :
ACCOUNT NAME : INVERSIONES VILLANDES C.A.
ACCOUNT No : 0134 0192 6819 2302 8567
RIF : J- 30786750- 7
AMOUNT : 135.000.000,00 Bsf.

VEF P’s Initial Page 5 of 10 USD P’s Initial

VEF PROVIDER’S BANKING COORDINATES IN VENEZUELA TO TRANSFER BOLIVARES:
BANESCO BANCO UNIVERSAL
BANK NAME :
BANK ADDRESS :
ACCOUNT NAME : CLX VALENCIA, C.A.
ACCOUNT No :
RIF :
BANK TEL No :
BANK OFFICER :
BANK OFFICER EMAIL :

USD PROVIDER’S BANKING COORDINATES TO SEND USD:

BANK NAME : HSBC HONG KONG
BANK ADDRESS : NO. 1 QUEENS ROAD, CENTRAL HONG KONG
ACCOUNT NAME : Lynx Arbitrage Limited
ACCOUNT NUMBER : 817457484838
SWIFT CODE HSBCHKHHHKH
BANK TEL No. : +852-3941-1922
BANK OFFICER NAME KAREN CHOW
BANK OFFICER EMAIL : KARENOWCHOW@HSBC.COM.HK

VEF PROVIDER’S BANKING COORDINATES TO RECEIVE USD:

BANK NAME : BANESCO

BANK ADDRESS :
ACCOUNT NAME : CLX VALENCIA, C.A
ACCOUNT NUMBER :
IBAN :
SWIFT CODE :
BANK TEL No. :
BANK OFFICER NAME :
BANK OFFICER EMAIL :
AMOUNT : 3.000.000 USD

ACCOUNT INFORMATION CAN BE CHANGED BY PROVIDING PRIOR WRITTEN NOTICE TO THE USD
PROVIDER

VEF P’s Initial Page 6 of 10 USD P’s Initial

 ANNEX “B”
VEF PROVIDER’S PASSPORT COPY

VEF P’s Initial Page 7 of 10 USD P’s Initial

 USD PROVIDER PASSPORT COPY

VEF P’s Initial Page 8 of 10 USD P’s Initial

FOR AND BEHALF OF VEF RECEIVER: SIFONTES CONSTRUCCIONES (SIFCON) CA,

Signature:
Name : Miguel Angel Sifontes Fernandez
Company : SIFONTES CONSTRUCCIONES (SIFCON) CA
Designation : CEO
Passport # : V-12-222-652
Issue date : 26-02-2016

FOR AND BEHALF OF VEF PROVIDER: CLX VALENCIA, C.A

VEF P’s Initial Page 9 of 10 USD P’s Initial

Signature:

Name :
Passport No. :
Company :
Designation : CEO
Nationality :
Issue Date :
Expiry Date :

XXXXXX END OF DOCUMENT XXXXXX

VEF P’s Initial Page 10 of 10 USD P’s Initial