Non-Circumvention, | HSO Trading

Non-Circumvention, Non-Disclosure, and Confidentiality Agreement (NCNDA)

LEGAL REPRESENTATIVE NAME (IF DIFFERENT):

Between Party A (1) who from now on will be called the “RECEIVING PARTY”; and HURON SMITH OIL CO, INC; HSO Petroleum Services, LLC. a legally constituted entities with their principal addressat PO Box 1569 Batesville, MS. 38606, & HURON SMITH OIL, S.A. a legally constituted entity with itsprincipal address at Panama, Urbanización Marbella, Calle Aquilino de la Guardia, Torre Banistmos, Piso 10, all represented in this act by Travis Mc Pheron (Vice President)or Dany Hurtado (Chief Strategy Officer) or Gilberto Ramos (Director of Legal Trade and Compliance), of legal age, who from now on will be called the “DISCLOSING PARTY”, and collectively they will be called the “PARTIES”, have agreed to celebrate this CONFIDENTIALITY AGREEMENT whose purpose is to establish the terms that govern the use and protection of the information that will be disclosed.

WHEREAS, the Parties intend to establish a cooperative business relationship for their mutual benefit, as well as the benefit of their respective affiliates, subsidiaries, shareholders, partners, co-investors, trading partners, and other associated entities (collectively, the “Affiliates”);

WHEREAS, the Parties wish to engage in discussions, negotiations, and collaboration relating to the procurement of a purchase and sale of oil and gas, and other commodities, and regarding the development, construction, and operation of a tank terminal and energy facility project (the “Project”);

WHEREAS, the Parties acknowledge that, in the course of their business relationship, they may exchange certain confidential, proprietary, and commercially sensitive information;

WHEREAS, the Parties desire to protect their respective interests and ensure the confidentiality of such information;

CONSIDERATIONS

1. That the DISCLOSING PARTY wishes to make known to the RECEIVING PARTY certain verbal and written information, generally of a technical and commercial nature, that may include, among others, new business, new projects, funding strategies, funding sources, financing, banking, investment opportunities and developments, business intelligence, plans, descriptive tables, chemical formulas, materials, production processes, the technical composition of machinery, project plans, legal, technical, new

market opportunities, innovations, methodologies, income generating opportunities, financial information, product and service plans, prices and market analysis, sales projections, designs, drawings, data, prototypes, know-how and other business information, personal names, company names, email addresses, phone numbers, price lists, or any other specifications related to the suppliers, vendors, products, machinery, and procedures that constitute the business secret.

2. That the proprietary information of the DISCLOSING PARTY has been developed or obtained legally, as a result of its processes, programs, or projects and, consequently, it covers documents, data, technology, and/or material that it considers unique and confidential, or that is subject to protection as an industrial secret.

3. That for the development of PRESENT AND FUTURE BUSINESS OPERATIONS, THE PARTIES must have the necessary information, as well as all the required documents for the study of the potential investment of resources, the development of projects, the execution of contracts, and sale of assets.

4. That THE PARTIES mutually accept that their personal or business and object data of each business are reviewed by the other party without restrictions.

5. That the purpose of this Confidentiality Agreement is to establish the use and protection of the information that has been delivered.

6. That THE PARTIES act in their name plus under a business entity and have sufficient legal capacity to carry out this agreement, being responsible for the veracity of their statements of mutual agreement, even in the event they change business entities.

7. In accordance with the above and for the purpose of protecting Confidential Information, The PARTIES of this agreement are subject to the following CLAUSES:

FIRST CLAUSE. – DEFINITIONS.

CONFIDENTIAL INFORMATION: It is all technical, production or operation, legal, human talent,financial, marketing, or commercial information related to the products, machinery, and procedures that constitute the business secret, including the information present and future, whether verbal, written or visual, that has been cataloged, marked or announced as confidential by the PARTIES. Additionally, any information provided before the execution of this agreement will be considered confidential and will be subject to its terms.

SECOND CLAUSE. - OBJECT: Under this agreement, the RECEIVING PARTY undertakes not to reveal, disclose, display, show, communicate, send, use, and/or employ the information with a natural or legal person, business entity, in its favor or in that of third parties, and, consequently, is obliged to keep it confidential, private and to avoid its unauthorized disclosure. the PARTIES sign this Confidentiality Agreement, in order to establish the terms and conditions that govern the use and protection that the

PARTIES will give to the CONFIDENTIAL INFORMATION that they exchange, develop, know, or acquire, among them, for the development of the achievement of resources, the development of projects and the execution of contracts, as well as the management of personal, commercial and industrial data of all those involved.

FIRST PARAGRAPH. – The PARTIES admit and consent that all Information exchanged between them, is the exclusive property of the person or entity who delivers it, hereinafter the DISCLOSING PARTY, or its clients, contacts, and contractors, and which is made known solely for the purpose to facilitate the purpose of this Agreement.

SECOND PARAGRAPH. - It is understood between the parties that the use of the name, trademark, and intellectual property of HURON SMITH OIL CO, INC., or HURON SMITH OIL, or any of its subsidiaries or allies, for their own benefit, is strictly prohibited. The signing of this Agreement or any other document that may be signed in the future between the parties does not grant authorization under any circumstances to represent in any way HURON SMITH OIL CO, INC. or HURON SMITH OIL, or any of its subsidiaries or allies.

THIRD PARAGRAPH - Client and Contact Protection: The RECEIVING PARTY agrees not to use the DISCLOSING PARTY's client or contact information for their benefit or to engage with these clients and contacts independently.

THIRD CLAUSE. - DESTINATION: The information may only be used for purposes that are expressly authorized by the DISCLOSING PARTY. In addition, the RECEIVING PARTY further undertakes to keep the Information confidential and to make it accessible to the members of the management, executive, employees, employees, and advisors of the RECEIVING PARTY only if they must know it in the context of the Evaluation. The RECEIVING PARTY undertakes to conclude a non-disclosure agreement with them before making Confidential Information accessible to them, and the RECEIVING PARTY shall, together with such person, be jointly and severally liable to the DISCLOSING PARTY for any breach of confidentiality by such person – in the event of sharing with other intermediaries. The RECEIVING PARTY has to keep a list that provides for the people with whom it has concluded such additional non-disclosure agreements and what Confidential Information has been made available. This list must be disclosed to the DISCLOSING PARTY at any time. This agreement applies to both parties that have

mutually agreed to this.

FOURTH CLAUSE. - OBLIGATIONS OF THE PARTIES:

1. Confidential Information may not be used by the RECEIVING PARTY to the detriment of the DISCLOSING PARTY or for purposes other than those expressly indicated for this.

2. The RECEIVING PARTY will not distribute, publish, or disclose confidential information to any personor entity, except its employees who must necessarily know it to achieve the established purpose, before signing the confidentiality agreement. In this case, the RECEIVING PARTY must carry out the necessary acts to assure the DISCLOSING PARTY your right to limit or restrict disclosure of the information.

3. The RECEIVING PARTY will inform each of the people or entities who receive Confidential Information of its secret nature and of this agreement. In addition, it will instruct them to handle confidential information and not use it except for expressly authorized purposes, taking responsibility for any inappropriate use.

4. Without the prior written consent of the DISCLOSING PARTY, the RECEIVING PARTY will not reveal confidential information. The above is without prejudice to the exception of liability due to a duly proven fortuitous event.

The RECEIVING PARTY shall not be impeded from disclosing or revealing the Confidential Information only and exclusively in the following cases: a) such confidential information becomes of free access for the general public, provided that it is not a direct or indirect consequence of non-compliance of this Confidentiality Agreement by the RECEIVING PARTY; b) such Confidential Information is received by the RECEIVING PARTY from a third party that is not forbidden or limited to transmit such information by contracting, legal or fiduciary obligations; c) the RECEIVING PARTY is required in any court or similar procedure, through the final and unappealable resolution of the competent authority, to disclose or submit information involving Confidential Information; and d) information that the RECEIVING PARTY may own previous to the date of execution of this Confidentiality Agreement that is not included under its scope. 5. All information, whether confidential or not, will remain the exclusive property of the DISCLOSING PARTY and will be returned within ninety (90) days following such a request, along with all the copies that have been made of it. 6. In the event that the RECEIVING PARTY decides to intervene in any project or business related to the business secret, it declares that the information it generates, whether written or oral, will be the property of the DISCLOSING PARTY and, therefore, will not be able to declare said information as your own.

7. The parties hereby legally and irrevocably pledge to guarantee each other(s) that they will not directly or indirectly interfere with, deceive or attempt to deceive, avoid, obviate the interest of others or the relationship between "THE PARTIES" by using procedures, sellers, buyers, broker-dealers, distributors or intermediaries to change, increase or avoid directly or indirectly the payments established, commissions, or the continuation of a pre-established relationship or intervening in relationships not contracted with intermediaries, initiating a purchase/sale relationship or the transactional relationship that avoids or omits one of "THE PARTIES" in relation to any ongoing, future or planned transaction.

8. “THE PARTIES” irrevocably agree that they shall not disclose or otherwise reveal directly or indirectly to a third party any confidential information provided by one party to the other or otherwise acquired, particularly contract terms, product information or manufacturing processes, prices, fees, financial agreement, schedules and information concerning the identity of the sellers, producers, buyers, lenders, borrowers, brokers, distributors, refiners, manufacturers, technology owners, or their representative and specifically individuals names, addresses, principals, or telex/fax/telephone numbers, references product or

technology information and/or other information advised by one party(s) to be one another as being confidential or privileged without prior specific written consent of the party(s) providing such information.

9. "THE PARTIES" irrevocably agree that they shall not disclose directly or indirectly to a third party anyconfidential information provided by one party to the other(s), especially contractual terms, product information or manufacturing processes, prices, fees, financial agreements, information concerning the identity of sellers, producers, buyers, lenders, borrowers, broker-dealers, distributors, manufacturers, technology owners, or their representatives and expressly Names of persons, addresses, or telex/fax/telephone numbers, e-mail address, and/or other information provided by one party to another of "THE PARTIES" of a confidential or privileged nature without the specific prior written consent of the

party providing such information.

FIFTH CLAUSE. - OWNERSHIP: The RECEIVING PARTY by this act acknowledges receipt and agrees that all confidential information of the DISCLOSING PARTY is the exclusive property of the DISCLOSING PARTY. It is stated that said information is disclosed solely to facilitate the development and purposes expressly indicated by the DISCLOSING PARTY.

SIXTH CLAUSE. - CUSTODY: The RECEIVING PARTY guarantees that it will apply all the necessary security measures to prevent disclosure, leak, or unauthorized use of Confidential Information or proprietary documents. It is agreed that all digital or physical confidential information be kept by the RECEIVING PARTY in a place with RESTRICTED access to persons outside this agreement. SEVENTH CLAUSE. - SANCTION: In the event of a breach of confidentiality obligations or misuse of confidential information by the RECEIVING PARTY, it shall indemnify the DISCLOSING PARTY for the damages and losses actually caused, which shall be determined in a fair and proportional manner, considering the severity of the breach and its actual impact on the DISCLOSING PARTY. Likewise, in the event of a breach of confidentiality obligations by the DISCLOSING PARTY, it shall indemnify the RECEIVING PARTY for any damages and losses directly arising from such breach. The RECEIVING PARTY acknowledges that in case of breach, the DISCLOSING PARTY may initiate appropriate legal actions to enforce its rights, including but not limited to seeking injunctive relief, compensation for damages and losses, and any other action provided for by law. In the event of non-compliance with the deadlines established in CLAUSE TWELVE, the Parties commit to collaboratively resolve the situation by seeking a solution that minimizes the impact on both Parties. If an agreement is not reached, proportional penalties for non-compliance will apply and will be determined by mutual agreement or, failing that, by a neutral third party designated by the Parties.

EIGHTH CLAUSE. - NO GRANT OF RIGHTS: The delivery of information, whether confidential or not, does not grant, either expressly or implicitly, any authorization, permission, or license to use trademarks, patents, copyrights, or any other proprietary rights industrial or intellectual. Neither this agreement nor the delivery or receipt of information, whether confidential or not, will constitute or imply a promise to enter into any contract by any of THE PARTIES. This Confidentiality Agreement binds and obligates THE PARTIES and cannot be assigned, nor transferred in any form and under any title. Each party must observe and comply with all legal rules and regulations of any order, regarding discussions and the appropriate use of any type of information obtained as a result of this agreement.

NINTH CLAUSE. - CONCORDANCE WITH THE LAW: Each party must observe and comply with all laws, ordinances, agreements, resolutions, and/or decrees of all agencies governmental, international, national, district, departmental, boards of directors or commissions that have jurisdiction regarding the use of any type of information obtained as a result of this Agreement.

TENTH CLAUSE. - LANGUAGE: The official language of this Agreement is English; however, the documentation and treatment can be in English and, consequently, all documents, including technical manuals and technical correspondence could be in any language or the predominant one.

ELEVENTH CLAUSE. - DURATION. THE PARTIES will be obliged to maintain this agreement and to comply with the obligations derived from it, in the terms established in this document for a term of Three (3) years from the receipt of the information, unless at any time the information becomes public domain under the Law, by order of competent authority or by express agreement of THE PARTIES and/or the provisions of the clause Twelfth of this Agreement. The obligations to maintain confidentiality and the corresponding provisions relating to non-circumvention and liquidated damages remain in force after the termination of this Agreement for an indefinite period of time.

TWELFTH CLAUSE. VALIDITY OF EXCLUSIVITY. - This Agreement will begin to take effect fromthe date of its signature. The obligations arising from it will remain in force during the duration of the negotiations and the validity of the contracts that are signed between THE PARTIES and for a period of one year (1) of exclusivity for obtaining resources, structuring the business and carrying out the required tests or inspections or what is required by the parties, unless THE PARTIES agree to extend it or in terminating it early, according to the progress of the agreements agreed between THE PARTIES.

THIRTEENTH CLAUSE. - PROTECTION OF PERSONAL DATA: In compliance with the international laws and treaties supported by the World Trade Organization and the applicable laws within the United States of America, in the event that the execution of the Contract requires that THE RECEIVING PARTY carries out any operation or set of operations, such as the collection, storage, use, circulation or deletion of personal data (the “Treatment”) that are supplied or transmitted by THE PARTIES, they are obliged to: a) Carry out the Processing of personal data in accordance with current legislation, as well as with the criteria, requirements and specifications established among them or with the recommendations emanating from the person responsible for personal data. b.) Keep the data and personalitems under the security conditions necessary to prevent their adulteration, loss, unauthorized or fraudulent consultation, use, or access. c.) Obtain the necessary authorizations in accordance with the requirements indicated in the applicable regulations for the Processing of personal data when they act in their capacity as responsible parties and are adequately informed about the use that will give you the data. In these cases, they must maintain support or proof of this authorization for future consultations. These authorizations must include the possibility of transferring personal data to third parties. d.) In cases in which they act as managers, they will not lead to carry out the processing of personal data for a purpose other than that authorized by the owner of the personal data, to the execution of the Contract, or contrary to the instructions provided by the person responsible for the personal data. e) Process queries and claims filed by the owners of the personal data in the terms indicated in the current regulations. f) Perform timely updating, rectification, or delete of the personal data of the owners in the terms indicated in the current regulations. g.) In cases where they act as managers, update the information of the holders of personal data once reported by the person responsible within five (5) business days following receipt of the report. h.) Implement an internal manual of policies and procedures to guarantee adequate attention to queries and claims filed by the owners of personal data. i.) Refrain from circulating information that is being disputed by the owner and whose blocking has been ordered by the authority competent in the matter. j.) Return to the person responsible or delete, when appropriate, the personal data that has been subject to Treatment, within a period of 15 days from the date of termination of the Contract. k.) Delete any document, support, or copy of the personal data that has been subject to Treatment under the provisions of the Contract and that do not may have been subject to return. However, the person in charge will not proceed to destroy the data when there is a legal provision that requires its conservation, in which case the Parties will keep the aforementioned data duly protected. l.) Refrain from communicating, and/or transferring to other natural or legal persons, the personal data that is provided to you with reason for the legal relationship and maintain due confidentiality regarding the Treatment that is provided to you authorized. m.) Adopt technical measures in the processing of personal data. Necessary organizational requirements required by the legal regulations that are applicable in this regard, the way that guarantee the security of personal data and prevents its alteration, loss, unauthorized processing or access, taking into account the state of technology, the nature of the stored personal data and the risks to which they are exposed, whether they come from the action human, physical or natural environment. The measures will cover but are not limited to, hardware, software, recovery procedures, backups, and data extracted from personal data in the form of display on screen or in print. n.) Have the authorization to process the personal data of each of its employees and workers in order to verify compliance with legal labor, social security, occupational risk prevention, and other obligations indicated in the contract. In the event that either of THE PARTIES makes certain activities through third parties, which in turn imply that these third parties carry out the Processing of personal data transmitted under the Contract, the Party allowing access or transmit said personal data to third parties, it is required that, in advance, it be subscribed with the third party a contract between the person in charge and responsible in accordance with the regulatory requirements by which the latter expressly agrees to assume responsibility for the correct treatment of the personal data to which you access, with the same provisions as those contained in the present section.

FOURTEENTH CLAUSE. - SAFETY OF THE TECHNOLOGY USED. The RECEIVING PARTY guarantees that the communication systems and technological infrastructure that will store or process thedata received from the DISCLOSING PARTY are current and updated with the security elements necessary to safeguard the information, such as Firewalls, authentication, and encryption systems.

FIFTEENTH CLAUSE. - INDEMNITY: The Parties declare that they remain harmless from any type of claim, demand, and in general any legal action in which they may be involved in the development of this agreement. Therefore, the guilty party will be the only one responsible for addressing these situations and carrying out all the procedures before the interested or affected and/or before the corresponding authorities, to support technical, legal, and economic responses to negotiation, request, response to demand, direct settlement, conciliation or process that is provided, if applicable. Any notification you receive from any of the Parties related to judicial process or claim from a third party will be immediately notified to the directly responsible Party, so that it can assume its own defense and exonerate the other party from all responsibility, leaving it free and unharmed from all responsibility.

SIXTEENTH CLAUSE. - DAMAGES: Compensation for damages derived from the breach of any of the clauses provided for in this agreement or under the law, will require judicial recognition; Only the sum of money achieved will be recognized and demonstrated at said event. Failure to comply with this agreement will entitle the party or parties fulfilled, to terminate early this or any other contract or agreement entered into or that is concluded with the non-compliant Party, its parent company, subsidiaries, shareholders, administrators, and employees, and request damages caused by the early termination of said contract and/or agreement.

SEVENTEENTH CLAUSE. - GOVERNING LAW AND JURISDICTION:

1. This Agreement shall be governed in conjugation by the State of Mississippi substantive law without giving effect to the conflict of law principles and bilateral and multilateral agreements. The parties agree that any dispute, claim, or controversy arising out of or in connection with this agreement, including its interpretation, performance, or enforcement, shall be resolved exclusively in the courts located in Mississippi, USA.

2. This Agreement shall be governed in conjugation by and construed in accordance with the laws of the International Chamber of Commerce, I.C.C. 400/500/600, without regard to conflict of law principles.

3. This Agreement and all transactions between the Parties hereto shall be governed in conjugation by and construed in accordance with the laws of the International Chamber of Commerce, I.C.C. 400/500/600, without regard to conflict of law principles and shall be enforceable in all Commonwealth Countries / Sovereign Nations, U.K., European Union Countries, Switzerland, USA, LATAM, Caribbean, Africa, Middle East, and Asia.

EIGHTEEN CLAUSE. - RETURN OF INFORMATION: In case of termination of confidentiality agreements and/or contracts subsequently signed or by express request and writing addressed to the RECEIVING PARTY by the DISCLOSING PARTY, the former will make the latter the immediate return of all Confidential Information that has been delivered to you, as well as all written material containing or reflecting any CONFIDENTIAL INFORMATION. The RECEIVING PARTY will return the

information no later than within ten (10) business days following receipt of the written request in this regard. The RECEIVING PARTY will not maintain copies, extracts, or partial or total reproductions of the CONFIDENTIAL INFORMATION. All documents, communications, analyses, notes, studies, and other writings prepared by the RECEIVING PARTY or its REPRESENTATIVES, based on the CONFIDENTIAL INFORMATION of the DISCLOSING PARTY, will be returned and their Destroyed reproductions. The RECEIVING PARTY must notify THE PARTY in writing DISCLOSING, asappropriate, of such destruction, within the same term for the return of the information indicated here.

NINETEENTH CLAUSE. - MODIFICATIONS: Agreement may only be modified, amended, or supplemented by a written document explicitly stating the agreed-upon changes, signed by authorized representatives of both PARTIES. Any verbal agreements, implied understandings, or informal communications regarding modifications shall have no legal effect.

TWENTIETH CLAUSE. - EDT (Electronic Document Transmissions):

1. EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Agreement. As applicable, this Agreement shall Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act’’ or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001).

2. Electronic Commerce Agreement (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).

3. EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request a hard copy of any document that has been previously transmitted by electronic means provided, however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.

TWENTIETH CLAUSE.- NON-COMPETITION CLAUSE: The “RECEIVING PARTY” agrees, during the term of this Agreement and for a period of two (2) years following its termination, not to engage directly or indirectly in the development, discussion, negotiation, consulting, investment, employment, collaboration or any other activity that competes directly or indirectly with the projects of the in which both parties are acting in collaboration, including those activities carried out for the benefit of subsidiaries, affiliates, shareholders, partners, co-investors or associated entities, or any other activity related to the purchase and sale of oil and gas products or services, other commodities, or similar or competitive projects, including the development, construction and operation of tank terminal projects and energy facilities that compete with those in which both parties have reached agreements and are working together, have future business plans or have had active business plans within the regions, countries or markets where the parties have had a presence. This prohibition includes, but is not limited to, serving as an employee, consultant, partner, service provider, ally, or shareholder in entities linked to projects similar to those agreed upon with the disclosing party, as well as using confidential information obtained under this Agreement for personal or third-party benefit. “THE PARTIES” acknowledge the reasonableness of these terms and agree that any breach shall result in indemnification equivalent to the actual damages, lost profits, and reputational harm caused to the “DISCLOSING PARTY’s” income, without prejudice to additional legal actions. In the event of a dispute resolved through judicial proceedings, the “RECEIVING PARTY” shall cover all associated costs, including legal fees and court expenses. If any part of this clause is declared invalid, the remainder shall remain in effect with the minimum modifications necessary. Activities conducted with the prior written consent of the “DISCLOSING PARTY” are exempted. Mutual Disclaimers. No rights or obligations other than those expressed and recited herein are to be implied from this Agreement. In particular, no licenses are hereby granted directly or indirectly under any patent, copyright, or trademark now held by or which may be obtained by, or which is licensable by either Party. No other existing Agreement between Parties, if any, is modified or terminated by this Agreement. No warranty or representation is made by either Party (a) to the accuracy of any information transmitted hereunder, (b) that any information transmitted hereunder is patentable or copyrightable, or (c) that any such information involves concepts or embodiments that are free of infringement of other rights. Neither Party hereto confers the right to the other to use in advertising, publicity, or otherwise any trademark or trade name of the other Party, nor confers any authorization to the other Party to act as an agent on its behalf for any purpose unless granted expressly, in writing.