JOINT DEVELOPMENT AGREEMENT

This Joint Development Agreement (this “Agreement”) is made and entered into effective as of this ___ day of June, 202__ (the “Effective Date”), by and among [COMPANY], a corporation incorporated under the laws of [STATE] (“[COMPANY]”); and [COUNTERPARTY], a private corporation validly incorporated and existing under the laws of [COUNTRY] (“[COUNTERPARTY]”) formerly named [COMPANY], and a wholly owned subsidiary of [COMPANY] and [COMPANY], two private corporations validly incorporated and existing under the laws of [COUNTRY]. [COUNTERPARTY] and together with [COMPANY], are referred to as the “Developers”. This Agreement shall supersede the Memorandum of Understanding (as defined below) entered into by and between the Parties.

RECITALS

A. [COMPANY] and [COUNTERPARTY] entered into a Memorandum of Understanding, dated the ____ day of _______ 202____ between [COMPANY] and [COUNTERPARTY] to enter into a joint development agreement to build, own, manage and operate biodiesel production facilities in [ADDRESS] for the refining, sale, export and marketing of biodiesel (the “Project”). The Project shall also mean any amendments, modifications, expansions, diversifications or other changes to the scope of the Project detailed on Exhibit A attached hereto.

B. [COMPANY], a [STATE] corporation (“[COMPANY]”) is a builder, owner and operator of biodiesel and ethanol manufacturing facilities and biofuel technology in [COUNTRY] and [COUNTRY] and [COMPANY] is wholly owned by [COMPANY].

C. [COMPANY] currently intends to incorporate a limited liability company organized under the applicable companies act named “[COMPANY]” (“[COMPANY]”) as a subsidiary of [COMPANY] through a series of affiliated corporations.

D. [COMPANY] and [COUNTERPARTY] shall then register a joint venture company (“Unión Transitoria de Empresas” or “UTE”) in [COUNTRY] to serve as the project company for the Project (the “Project Company”). The Project Company shall serve as the joint venture that will carry out the development, financing, design, construction and operation of the Project with the support of [COMPANY] and [COUNTERPARTY].special purpose vehicle

E. In accordance with the terms of the Memorandum of Understanding and this Agreement, the Developers shall, pursuant to the terms of a mutually acceptable UTE agreement to be negotiated by the parties (the “UTE Agreement”), receive (i) in the case of [COMPANY], a [PERCENT] ownership in the Project in exchange for the assignment of the Preliminary Engineering Contract (as defined below) and the contribution to the Project Company of the debt capital required for the execution of the [COMPANY] Real Estate Contract; and(ii) in the case of [COUNTERPARTY] a [PERCENT] ownership in the Project in exchange for the assignment of all right, title and interest to the [COUNTERPARTY] Contracts (as defined below), the services described herein, and the execution of the Consulting Agreement (as defined below) with the Project Company. The assignment of the [COUNTERPARTY] Contract shall be in favor of the Project Company and shall occur upon the execution of the [COMPANY] Real Estate Contract by all parties.