_________________________________

PROCUREMENT MANDATE
AGREEMENT
_________________________________

DATED THE 14 DAY OF AUGUST 2018

BETWEEN

Grupo DAJEDA, C.A. – Venezuela.

(The “Agent”)

AND

T&I Servicios Globales, S.A.S. – Colombia.

(The “Principal”)

Carrera 8 No. 15 A – 46 Segundo Piso Oficinas 203 y 204 Barrio Centro.

Valledupar – Cesar. Colombia. Línea Directa Colombia: + 57 5 5892828.
Celulares: 301 792 2424. / 300 780 2411. E-mails:
wmolina@tsgserviciosglobales.com kvega@tsgserviciosglobales.com
info@tsgserviciosglobales.com ventas@tsgserviciosglobales.com Web site:
www.tsgserviciosglobales.com
 This Procurement Mandate Agreement (“Agreement”)
is made and effective this

August 14, 2018.

BETWEEN: Grupo DAJEDA, C.A. (“The Agent”)

Centro Comercial Colibrí, Piso 1, Local Nº7, Entre Av. 2 y 3,
Higuerote, Municipio Brión. Estado Miranda, Venezuela

AND:
T&I Servicios Globales, S.A.S. (“The Principal”)
Carrera 8va 15ª # 46, Piso 2, Ofic. 203-204. Centro.
Valledupar-Cesar. Zona Postal 20001. Colombia.

Collectively “The Parties”

WHEREAS “The Principal” carries on business in the (field/provision/supply) of

Support activities for the extraction of non-ferrous metal ores;

WHEREAS “The Principal” wishes to market the Product(s) of Mineral described

in Schedule A (“the Product(s)” or “Goods”).

WHEREAS “The Agent” undertakes as part of its business the introduction and
promotion of the purchase and sale of products or goods in relation to strategic
Mineral described in Schedule A (“the Product(s)” or “Goods”).

Carrera 8 No. 15 A – 46 Segundo Piso Oficinas 203 y 204 Barrio Centro.

Valledupar – Cesar. Colombia. Línea Directa Colombia: + 57 5 5892828.
Celulares: 301 792 2424. / 300 780 2411. E-mails:
wmolina@tsgserviciosglobales.com kvega@tsgserviciosglobales.com
info@tsgserviciosglobales.com ventas@tsgserviciosglobales.com Web site:
www.tsgserviciosglobales.com
WHEREAS “The Principal” wishes to appoint “The Agent” to promote the
Procurement of such products or goods in relation to “The Principal” business,
and “The Agent” is willing to promote the Procurement of such products or
goods accordingly, on the terms of the present contract.

WHEREAS “The Agent” is prepared to procure “The Products(s)” or “Goods” on

behalf of “The Principal” in return for a Commission;

It is agreed as follows:

1. PROCUREMENT RIGHTS

1.1. “The Principal” acknowledges that “The Agent” is being retained

as a Broker solely to act as the Procurement agent, canvassing or
introducing potential providers, located within the Territory described in
Schedule B, to procurement “The Product(s)”.

1.2. “The Principal” grants “The Agent” an exclusive right for

procurement “The Products(s)” on behalf of the Principal within the
Territory described in Schedule B for a period of three (3) years
commencing on the date that this agreement is signed. (“Procurement
Rights”).

1.3. “The Agent” may not procure or attempt to procure on behalf of

“The Principal” “The Products(s)” or “Goods” described in Schedule A,
outside of the Territory detailed in Schedule B.

1.4. “The Agent” shall use his best efforts to procure “The Products(s)”
for the duration of the Procurement Rights. At the request from time to
time of “The Principal”, “The Agent” shall furnish “The Principal” with a
reasonably detailed, written report on his efforts in procure “The
Product(s)” or “Goods” detailed in Schedule A required in the period
specified by “The Principal”.

2. OBLIGATIONS OF THE AGENT

Carrera 8 No. 15 A – 46 Segundo Piso Oficinas 203 y 204 Barrio Centro.

Valledupar – Cesar. Colombia. Línea Directa Colombia: + 57 5 5892828.
Celulares: 301 792 2424. / 300 780 2411. E-mails:
wmolina@tsgserviciosglobales.com kvega@tsgserviciosglobales.com
info@tsgserviciosglobales.com ventas@tsgserviciosglobales.com Web site:
www.tsgserviciosglobales.com
 2.1. In performing its activities, “The Agent” shall look after “The
Principal” interests and act dutifully and in good faith.

2.2. “The Agent” shall find “The Product(s)” or “goods” from reliable
and legally established Providers within the mentioned Territory in
Schedule B, in accordance with the terms agreed in this contract. “The
Agent” shall promote a negotiation with the selected providers by “The
Agent” and conclude the procurement of “The product(s)” or “goods”
detailed in Schedule A, previously received and approved by “The
Principal”.

2.3. “The Agent” is not entitled to make payments in the name and on
behalf of “The Principal” without its prior written authorization to that
effect. If “The Agent” has been authorized, it must transmit the
payments as soon as possible to the Provider and then secure “The
product(s)” or “goods” part of the specific deal, until final delivery in
port of shipment.

2.4. “The Agent” shall strictly observe the contractual provisions

accorded by “The Principal” and shall make sure providers fulfill the
terms and conditions of the procurement (particularly the delivery
period, price and payment) communicated to “The Principal”.

2.5. “The Agent” shall with due diligence keep “The Principal” informed
about its activity, and the market conditions. “The Agent” shall provide
all the necessary information in Spanish to “The Principal” available to
it, concerning the laws and regulations within the territory that shall
apply to the product(s) or goods, as well as its activity. “The Agent” shall
further send every (three months) a report on its activities.

2.6. “The Agent” shall perform its activity independently and shall, in
no case, be considered as an employee of “The Principal”.

3. OBLLIGATION OF THE PRINCIPAL

Carrera 8 No. 15 A – 46 Segundo Piso Oficinas 203 y 204 Barrio Centro.

Valledupar – Cesar. Colombia. Línea Directa Colombia: + 57 5 5892828.
Celulares: 301 792 2424. / 300 780 2411. E-mails:
wmolina@tsgserviciosglobales.com kvega@tsgserviciosglobales.com
info@tsgserviciosglobales.com ventas@tsgserviciosglobales.com Web site:
www.tsgserviciosglobales.com
 3.1. In its relation with “The Agent”, “The Principal” must act dutifully
and in good faith.

3.2. “The Principal” shall in particular remunerate “The Agent”

according to the commission and terms of payment provided for in this
contract.

3.3. “The Principal” shall acknowledge to “The Agent” once receive

proposals mentioned in paragraph 2.2, between next 2 business days.

3.4. “The Principal” shall in addition inform “The Agent” without any
delay of its acceptance or refusal of any offers/orders transmitted by
“The Agent”.

3.5. “The Principal” shall not reject the offers/orders transmitted by

“The Agent” unless:

3.5.1. There are serious doubts, supported by any written evidence, on

the legal compliance of the provider.

3.5.2. The offer does not meet “The Principal” expectations in terms of
product expected quality, economics or conditions.

3.5.3. The overall quantity proposals prepared by “The Agent” are below
the minimum overall expectation referred to in paragraph 3.3.

3.6. “The Principal” unjustified refusals of offers/proposals shall be

considered as a breach of the contract by “The Principal”.

3.7. “The Principal” shall immediately inform “The Agent” of any

change in its demand range of “product(s)” or “goods” detailed in
Schedule A, its target prices, expected conditions of purchase or terms
of payment as well as of any change of the technical specifications or
capacity of buying of the “product(s)” or “goods”. Should “The
Principal” expect that its capacity of buying will be significantly lower
than “The Agent” normal expectancy, it shall inform “The Agent”
without delay.

Carrera 8 No. 15 A – 46 Segundo Piso Oficinas 203 y 204 Barrio Centro.

Valledupar – Cesar. Colombia. Línea Directa Colombia: + 57 5 5892828.
Celulares: 301 792 2424. / 300 780 2411. E-mails:
wmolina@tsgserviciosglobales.com kvega@tsgserviciosglobales.com
info@tsgserviciosglobales.com ventas@tsgserviciosglobales.com Web site:
www.tsgserviciosglobales.com
 3.8. The Principal shall provide the Agent, free of charge, with all
information and documentation needed for the performance of the
present contract, including, but not limited to, the terms and conditions
of purchase (if any), target prices, technical specification documents
about required product(s) or goods, expected demand (monthly based).

3.9. “The Principal” shall furthermore keep “The Agent” informed of

any relevant communication with or for the attention of the providers in
the territory.

3.10. In the case of early termination of this contract, given by “The

Principal” reasons, without any previous formal agreement with “The
Agent” (in written), shall “The Principal” entitled for paying as a
compensation to “The Agent”, the sum of 10% of the total offers
present in written (and within the targeted prices) by “The Agent” to
“The Principal” and not accepted by “The Principal”, for the duration of
this contract, by the time of this early termination.

4. PRODUCT PRICES

“The Agent” shall find most reliable Provider within the Territory specified
within Schedule B and get best price possible for buying “The Product(s)”
or “Goods” described within the Schedule A and “The Principal” may only
buy the “Product(s)” or “Goods” at the buying price(s) fixed by “The Agent”,
after dealing with qualified and certified Providers according to the territory
law undertake. The final buying price shall be inclusive of all costs of “The
Product(s)” or “Goods” FOB except by “The Agent” commission.

“The Principal” has the right to accept or refuse the prices and conditions
offered by “The Agent”, as it shall not comply with “The Principal”
expectations, budget or plan at any particular moment; however as for the
duration of six continue months, there are not acceptance on any offer
presented by “The Agent” to “The Principal”, this could be intended as an
early Contract termination cause.

Carrera 8 No. 15 A – 46 Segundo Piso Oficinas 203 y 204 Barrio Centro.

Valledupar – Cesar. Colombia. Línea Directa Colombia: + 57 5 5892828.
Celulares: 301 792 2424. / 300 780 2411. E-mails:
wmolina@tsgserviciosglobales.com kvega@tsgserviciosglobales.com
info@tsgserviciosglobales.com ventas@tsgserviciosglobales.com Web site:
www.tsgserviciosglobales.com
 “The Agent” and “The Principal” agree shall the prices and volumes found
and present as a formal offer by “The Agent” to “The Principal” must be
within the same range targeted in Schedule A. Also, Agent’s commission
based on purchases volumes are also described in Schedule A. In case
“The Principal” refuse for three consecutive times the offers present by
“The Agent”, this would give “The Agent” right to consider this contract
ended and entitled for claiming compensation mention in point 3.10.

5. PURCHASE

“The Agent” shall provide signed contracts of purchase (“Purchase Order”

or “Contract”) by himself or signed on behalf of “The Principal”, for “The
Product(s)” or “Goods” to provider previously approved according to the
paragraph 2.2 & 3.4. These contracts must be unconditional and shall
secure with one hundred percent (100%) payment as per “The Agent”
Payment Instructions (“Payment Menu”).

6. COMMISSION

“The Principal” shall pay to “The Agent” a commission (“Agents

Commission”). Agent’s commission based on purchases volumes are
described in Schedule A. “The Agent” Commission shall be due and
payable when the Contract becomes unconditional.

7. NON-COMPETITION

7.1. “The Agent” undertakes not to compete with “The Principal” or to

enter into any business relationship with competitors of the Principal for
the entire duration of the present contract.

7.2. In particular, “The Agent” undertakes not to represent, provide or

buy, directly or indirectly, in the territory mentioned in Schedule B any
“product(s)” or “goods” identical with the product(s) or goods which
compete with the “product(s)” or “goods” without prior written
authorization of “The Principal”.

Carrera 8 No. 15 A – 46 Segundo Piso Oficinas 203 y 204 Barrio Centro.

Valledupar – Cesar. Colombia. Línea Directa Colombia: + 57 5 5892828.
Celulares: 301 792 2424. / 300 780 2411. E-mails:
wmolina@tsgserviciosglobales.com kvega@tsgserviciosglobales.com
info@tsgserviciosglobales.com ventas@tsgserviciosglobales.com Web site:
www.tsgserviciosglobales.com
 7.3. However, “The Agent” may represent, provide or buy “product(s)”
or “goods” which are not competing with the “product(s)” or “goods”,
provided it informs “The Principal” in advance of such activity.

7.4. “The Principal” grants exclusivity to “The Agent”, which means

that it undertakes not to appoint other Agents within the territory for the
duration of the present contract.

8. CONFIDENTIALITY

“The Agent” and “The Principal” shall keep “The Parties” business secrets,
including but not limited to customer service, logistical, financial, research
and development information, confidential and shall not disclose them to
any third party during and after termination of the Buying Rights.

9. RESTRICTION OF TERRITORY

“The Principal” shall not solicit orders (or negotiate and conclude contracts)
to any third party different than “The Agent”, within the territory described
in Schedule B, unless expressly agreed on writing by “The Agent”.

“The Principal” shall notify “The Agent” of any inquiry or proposal received
from inside the territory for anybody different than “The Agent”. Such
notification shall not entitle “The Principal” to perform any business with
these parties.

10. SUMMARY TERMINATION OF CONTRACT AND CONSEQUENCES

If “The Agent” breaks any term of this agreement, “The Principal” may
summarily terminate the Buying Rights on notice in writing to “The Agent”
whom address details are listed in Schedule B. On termination of the
Buying Rights for any reason, “The Agent” shall immediately cease to
describe himself as an authorized buying agent of “The Principal” and cease
buying “The Product(s)” or “goods”.

Carrera 8 No. 15 A – 46 Segundo Piso Oficinas 203 y 204 Barrio Centro.

Valledupar – Cesar. Colombia. Línea Directa Colombia: + 57 5 5892828.
Celulares: 301 792 2424. / 300 780 2411. E-mails:
wmolina@tsgserviciosglobales.com kvega@tsgserviciosglobales.com
info@tsgserviciosglobales.com ventas@tsgserviciosglobales.com Web site:
www.tsgserviciosglobales.com
 If “The Principal” breaks in any term of his duties assumed with this
contract, shall give “The Agent” the right to summarily terminate the
contract on notice in writing to “The Principal” address.

The termination of this contract for any reason shall not affect:

10.1. Each party’s accrued rights, remedies or liabilities, including

payments due at the effective date of termination; or

10.2. The application of provisions of this contract that are meant to

survive after the expiration of this contract.

10.3. At the end of this contract, “The Principal” shall pay all and any
commissions due to “The Agent”.

11. MISCELLANEOUS

11.1. In this agreement the singular includes the plural and the
masculine includes the feminine and neuter and vice versa unless the
context otherwise requires.

11.2. The capitalized headings in this agreement are only for

convenience or reference and do not form part of or affect the
interpretation of this agreement.

11.3. If any provision or part of any provision in this agreement is void

for any reason, it shall be severed without affecting the validity of the
balance of the agreement.

11.4. Time is of the essence of this agreement.

11.5. There are no representations, warranties, conditions or terms or

collateral contracts affecting the transaction contemplated in this
agreement except as set out in this agreement.

11.6. Nothing in this agreement is intended to constitute a partnership

or master and servant relationship between the parties.
Carrera 8 No. 15 A – 46 Segundo Piso Oficinas 203 y 204 Barrio Centro.
Valledupar – Cesar. Colombia. Línea Directa Colombia: + 57 5 5892828.
Celulares: 301 792 2424. / 300 780 2411. E-mails:
wmolina@tsgserviciosglobales.com kvega@tsgserviciosglobales.com
info@tsgserviciosglobales.com ventas@tsgserviciosglobales.com Web site:
www.tsgserviciosglobales.com
 11.7. This agreement binds and benefits the parties and their respective
heir, executors, administrators, personal representatives, successors
and assigns.

11.8. This agreement is governed by the laws of The Republic

Bolivarian of Venezuela.

The Parties hereby execute this Agreement as of August 14 2018.

THE PRINCIPAL THE AGENT

………………………………………. ……………………………………………..
Authorized Signature Authorized Signature

Wilfrido Molina Bolivar.C.E.O. Nelia Monteiro CG DAJEDA

- President
T&I Servicios Globales, S.A.S.

Carrera 8 No. 15 A – 46 Segundo Piso Oficinas 203 y 204 Barrio Centro.

Valledupar – Cesar. Colombia. Línea Directa Colombia: + 57 5 5892828.
Celulares: 301 792 2424. / 300 780 2411. E-mails:
wmolina@tsgserviciosglobales.com kvega@tsgserviciosglobales.com
info@tsgserviciosglobales.com ventas@tsgserviciosglobales.com Web site:
www.tsgserviciosglobales.com