INVESTMENT CONTRACT

This instrument establishes an Investment Contract that is granted under the following clauses:

FIRST CLAUSE: PARTICIPANTS.- The following parties appear at the celebration of this Investment
Contract

1.1. - THE Coordinating Minister of Production, Employment and Competitiveness, Econ.

Santiago León, duly empowered in his capacity as the highest authority of the Ministry, president of
the Production Sector Council and in exercise of his legal powers, as stated in Article 6 of the
Production, Commerce and Investment Code and in Article 28 of the Regulation of the Structure and
Institutionality of Productive Development, Investment and Mechanisms and Instruments for
Productive Development (ROS No. 450 of May 17, 2011) , a party which for the purposes of this
contract may subsequently be referred to simply as the COORDINATING MINISTRY.

1.2. - The company XXXXXXX incorporated under the laws of Ecuador with tax domicile in Ecuador,
canton XXXXX , province of XXXXX duly represented by XXXXXX , in its capacity as XXXXX and as
such legal representative, as stated in the legalized copy of its appointment, which is adds as
enabler. For the purposes of this Agreement, this party may hereinafter be referred to simply as the
INVESTOR.

CHAPTER I.- GENERALITIES

SECOND CLAUSE: ACRONYMS AND DEFINITIONS.- For the purposes of this Contract, the
regulatory bodies and terms written in capital letters will have the meaning indicated below:

NATIONAL AUTHORITY IN THE FIELD OF INVESTMENTS.- It will be understood that it refers to

the Technical Secretariat of the Production Sector Council.

COPCI.- Corresponds to the acronym used to refer to the Organic Code of Production, Commerce
and Investment, published through the Supplement to the Official Registry No. 351, of December 29,
2010.

SECTORAL COUNCIL.- It will be understood that it refers to the SECTORAL PRODUCTION

COUNCIL, the highest body of the country's productive and investment policy.

DISPUTE.- Refers to any claim or disagreement that arises between the PARTIES with respect to
this Investment Contract, which has been duly notified in writing, including matters related to its
interpretation, compliance, performance, termination or validity.

STATE.- It will refer to the Ecuadorian State, in case of a reference to another country the name of
that State will be used expressly.

FORCE MAJEURE OR FORTUOUS EVENT: Force majeure or fortuitous event is called the
unforeseen event that cannot be resisted, according to the terms specified in the Ecuadorian Civil
Code.

TAX INCENTIVES.- These are those that are in force at the signing of this instrument, as established

1
in the COPCI, applicable to the INVESTOR and detailed in the Fifteenth Clause of this instrument.

INVESTMENT.- Investment is understood to mean new investment and/or productive investment in

accordance with the provisions of Article 13 of the COPCI, which for the purposes of this Contract is
the Investment made through the Investment Project, in national territory, to from the validity of the
COPCI, under the modalities provided for in said standard.

INVESTOR.- It is that company that appears directly at the signing of this Investment Contract ,
established under Ecuadorian laws that directly carries out the INVESTMENT. This is, for tax
purposes, the taxpayer of tax obligations.

COORDINATING MINISTRY.- It is the Ministry of Coordination of Production, Employment and

Competitiveness or the one that takes its place.

INVESTMENT MODALITIES.- Refers to those specifically indicated in Article 12 of the

INVESTMENT REGULATION, through which the INVESTOR may make his/her INVESTMENT,
according to the INVESTMENT PROJECT, detailed in this contract.

PARAMETERS OR MINIMUM CONDITIONS OF THE INVESTMENT.- Refers to the objective criteria

associated with the INVESTMENT PROJECT carried out, according to the sector in which it is
developed, which will allow verification of compliance with the DETAIL AND INVESTMENT PLAN
committed, the increase in employment. ; and in general the economic and social benefits, which in
accordance with public policy have been considered in the INVESTMENT PROJECT, detailed in the
Twelfth Clause.

PART or PARTIES.- The interveners may be called PARTY or PARTIES, as appropriate for their
individual or joint statements.

INVESTMENT PROJECT.- It is the set of activities described by the INVESTOR, whose execution
requires new and productive investment made for the amount, in time and with the characteristics
duly detailed in this Contract. For this contract, an INVESTMENT PROJECT will be understood as
XXXXXXX to be developed by the company called XXXXXX located in canton XXXXXX , Province
XXXXXX as stated in the investment request that has been approved by the Production Sector
Council.

INVESTMENT REGULATIONS.- Refers to the Regulations on the Structure and Institutionality of

Productive Development, Investment and the Mechanisms and Instruments for Productive
Development, established in the Organic Code of Production, Commerce and Investments, published
in the Official Registry No. ° 450, dated May 17, 2011.

TECHNICAL SECRETARIAT.- It is the Technical Secretariat of the Production Sector Council,

represented for the purposes of this contract by the Technical Secretary as indicated in Article 5 of
the INVESTMENT REGULATIONS.

SRI.- Refers to the INTERNAL REVENUE SERVICE, the country's tax administration and control
body, or the one that takes its place .

TERRITORY. - Refers to the geographical space within the national limits on which the
INVESTMENT will be made.

2
THIRD CLAUSE: BACKGROUND.-

3.1. - Article 28 of the Investment Regulations establishes that the Investment Contract will be
signed by the highest authority of the Ministry that presides over the Production Sector Council, or by
whomever it delegates; and the INVESTOR who requested it or his legally accredited representative.

3.2. - On the other hand, the INVESTOR is a company, established by public deed dated XXXXXX
and registered with the Property and Commercial Registry of the canton XXXXX on XXXXXX , with a
subscribed capital of XXXXX dollars of the United States of America (USD$ XXXXX ) which is
currently 100% paid.

3.3. - Through communication received on XXXXX , the INVESTOR requested the TECHNICAL
SECRETARY of the Production Sector Council to sign an Investment Contract, in accordance with
what is contemplated in Article 25 of the COPCI, attaching for this purpose the documents and
information established in THE INVESTMENT REGULATIONS.

3.4. - On date XXXXX , the Production Sector Council learned and approved the application
presented, considering that the INVESTMENT PROJECT described, and presented by the
INVESTOR, meets the objectives and purposes established in the COPCI, as stated in Resolution
No. XXXX of the aforementioned collegiate body.

FOURTH CLAUSE.- ENABLING DOCUMENTS.-

a. Enabling Documents.- The following are enabling documents of this Investment Contract:
i. Certified copy of the corresponding Executive Decree that accredits the representative of the
COORDINATING MINISTRY;
ii. Certified copy of the appointment of the legal representative of the INVESTOR or legally
granted power that authorizes those appearing to subscribe to this Investment Contract;

iii. Certified copy of Resolution No. XXXXX of the Production Sector Council through which the
application for an Investment Contract presented by the INVESTOR is approved;
iv. Copy of the INVESTOR'S Single Taxpayer Registry;
v. Certificate of compliance with obligations and legal existence granted by the
Superintendence of Companies
vi. Certificate of compliance with employer obligations granted by the Institute
Ecuadorian Social Security
vii. Tax compliance certificate granted by the SRI.

b. Annexes.- The following Annex forms an integral part of this Investment Contract:
Annex 1: DETAILS AND INVESTMENT PLAN

FIFTH CLAUSE.- REGULATIONS REGULATING INVESTMENTS.- The PARTIES expressly declare

that their legal relationship will be regulated by the national legislation applicable to their
INVESTMENT PROJECT; and, to the provisions of this Investment Contract.

3
This Investment Contract is subject to the applicable Ecuadorian legal system.

CLAUSE SIX.- INTERPRETATION OF THE CONTRACT . - The PARTIES expressly accept that in
the event of contradictions between this Investment Contract and the applicable legal provisions, the
aforementioned legal provisions will prevail over this Investment Contract.

The PARTIES further agree that they will interpret this Investment Contract in accordance with the
rules of interpretation of contracts of the Civil Code of Ecuador, establishing that the titles and order
of the clauses and subclauses are only for identification and reference purposes.

CLAUSE SEVEN.- DECLARATIONS OF THE PARTIES.- For the subscription of this Investment
Contract, the PARTIES expressly recognize the following:

On the part of the INVESTOR.-

a.- That it has the legal, economic capacity and sufficient legal powers, both for the signing of this
Investment Contract and for its comprehensive development;
b.- That it will comply with all the requirements, titles, licenses, authorizations or others that
correspond according to Ecuadorian legislation, its conditions and terms when necessary, for the
development and execution of the INVESTMENT PROJECT;

c.- That it has complied with all pre-contractual procedures established in the relevant legislation;
d.- That it has the technical and economic resources for the execution of the INVESTMENT
PROJECT detailed in this Investment Contract;
e.- That the INVESTMENT complies with the provisions of Article 14 of the COPCI;
f.- That it has complied with the requirements for investment registration and verification of its
legal origin;
g.- That he is not immersed in any of the special disabilities indicated in Article 30 of the COPCI;
and,
h.- Who knows the regulatory situation of Ecuador, in accordance with the principles of territorial
sovereignty and economic self-determination.

On the part of the State.-

a.- The STATE, through the MINISTRY, has sufficient capacity and powers to subscribe this
Investment Contract;
b.- The STATE declares that all the necessary procedures that guarantee the validity and legitimacy
of this Investment Contract have been complied with in accordance with the applicable investment
legislation.

EIGHTH CLAUSE: OBJECT.- The purpose of this Investment Contract is to establish the treatment
that will be granted to the INVESTOR, who intervenes in the subscription of this Investment Contract,
which covers the INVESTMENT to be made in the INVESTMENT PROJECT, as well as the
parameters and minimum conditions applicable to the stability of the established tax incentives.

Additionally, this Investment Contract aims to determine the amount, term, terms and other conditions
with which the agreed INVESTMENT, covered by this Investment Contract, will be made; as well as
determine the obligations and rights of the PARTIES; and, the applicable procedure for the resolution
of DISPUTES that may arise between them.

4
CLAUSE NINTH.-VALIDITY.- This Investment Contract will remain in force for XXXX years, counted
from the date of its subscription; It may be extended by the PARTIES for up to the same period,
provided that the extension request has been filed before the last 6 months of its end date and
provided that the Production Sector Council expressly approves it.

CHAPTER II.- THE INVESTMENT PROJECT AND ITS DEVELOPMENT.-

CLAUSE TEN.- INVESTMENT PROJECT AND APPLICABLE INVESTMENT MODALITIES.- As

can be seen from the information provided by the INVESTOR appearing, the INVESTMENT
PROJECT of the company XXXXX will be developed in the canton XXXX of the province of XXXX
within the term and according to the modalities provided in the DETAILS AND INVESTMENT PLAN,
which appears as ANNEX 1 of this Investment Contract.

CLAUSE ELEVEN.- AMOUNT OF INVESTMENT AND EXECUTION SCHEDULE.- The INVESTOR

expressly declares that it undertakes with the Ecuadorian State to make an estimated INVESTMENT
of XXXXXX dollars of the United States of America (USD XXXXX ), without this being less to XXXXX
dollars of the United States of America (USD XXXX ) for the execution of the INVESTMENT
PROJECT, within a period of XXXX ( XXX) months from XXXXX , date on which the INVESTOR
submitted the application for an Investment Contract, as stated in the investment declaration form,
prepared for this purpose and delivered to the COORDINATING MINISTRY. In this way, the activities
and their corresponding amounts, related to said INVESTMENT, are will be executed according to
the schedule that
ANNEX 1 is added to this Investment Contract.

CLAUSE TWELFTH.-MINIMUM PARAMETERS OR CONDITIONS APPLICABLE TO THE

INVESTMENT PROJECT . - In compliance with the provisions of Article 25 of the COPCI, in
accordance with the resolution of the SECTORAL COUNCIL and taking into account the
characteristics of the INVESTMENT PROJECT, as well as the productive sector in which it will be
developed, the parameters or minimum investment conditions that must be met and maintained
during the validity of this instrument, the following:

12.1. - AMOUNT OF INVESTMENT.- As of the date of incorporation of the INVESTOR as a

company, the amount of the investment will be XXXXX dollars of the United States of America (
XXXXX ), without this being less than XXXXX dollars of the United States. United States of America
(USD XXXXX ).

12.2. - INCREASE IN EMPLOYMENT.- From the beginning of the effective operation of the
INVESTOR and at full productive and commercial capacity, a minimum number of XXXX direct
workers will be hired under a dependency relationship, for the execution of permanent tasks.

In this way, the provisions of Article 5 of Resolution No. 002 of February 29, 2012 issued by the
SECTORAL COUNCIL.

CLAUSE THIRTEEN.- INVESTMENT REGISTRATION.- In accordance with the provisions of Articles

31 and 34 of the Investment Regulations, the INVESTOR, upon signing this Investment Contract, will
comply with the registration of his investment provided for in the form which the COORDINATING
MINISTRY has developed for this purpose, a form in which the amount of the planned investments

5
and the period of their completion will be stated in summary form.

FOURTEENTH CLAUSE.- GUARANTEES IN FAVOR OF THE INVESTOR.- The PARTIES

recognize through this Investment Contract the rights and guarantees that are applicable, established
in favor of the INVESTOR, in Articles 17, 18 and 19 of the COPCI, not notwithstanding the
prohibitions and disabilities established in the COPCI, INVESTMENT REGULATIONS and other
applicable legislation.

6
FIFTEENTH CLAUSE.- APPLICABLE COPCI TAX INCENTIVES.- In accordance with Articles 23
and 24 of the COPCI, the INVESTOR will be applicable in the times, terms and conditions
established in the aforementioned regulations, mainly the following TAX INCENTIVES, the which are
stabilized during the term of this Investment Contract:

1. The income tax rate during the year two thousand twelve will be 23% (twenty-three percent); and,
starting in the year two thousand thirteen and during the validity of this Investment Contract, the
income tax rate will be 22% (twenty-two percent), in accordance with Article 24 literal a) of the
COPCI.

2. Additional deductions for calculating of income tax, such as

mechanisms to encourage eco-efficient production, in accordance with Article 24 literal c), Article
232 and following; and paragraph 2.3 of The disposition
second COPCI reform school; and Agreement 027 of the Ministry of the Environment dated
March 20, 2012.

3. The benefits for opening the company's share capital in favor of its workers, in accordance with
Article 24 literal d); and, paragraph 2.9 of the second reform provision of the COPCI.

4. Payment facilities for taxes on foreign trade, in accordance with Article 24 literal e), Article 116 of
the COPCI; and, Article 4 of the Regulations under the Title of Customs Facilitation for Trade, of
Book V of the COPCI.

5. The exemption from the tax on the outflow of foreign currency for external financing operations, in
accordance with Article 24 literal g); and, paragraph 3.1 of the third reform provision of the
COPCI.

6. The deduction for the calculation of income tax of the additional compensation for the payment of
the living wage, in accordance with Article 24 literal f), Articles 8, 9 and 10; and, paragraph 2.3
point 5 of the second reform provision of the COPCI.

7. The exemption of the advance payment of income tax for five years, in accordance with Article
24) literal h), and numeral 2.10 point 1 of the second reform provision of the COPCI.

8. The reform to the calculation of the advance payment of income tax, in accordance with Article
24 literal i), and numeral 2.10 point 2 literal m) of the second reform provision of the COPCI. Yo_
________________________________________________

For the purposes of applying the TAX INCENTIVES established in the COPCI, and described in this
Clause, the INVESTOR will have the status of taxpayer of the tax obligations and beneficiary of the
TAX INCENTIVES granted here as long as the requirements demanded by the relevant standards
Comment [c1]: The applicable incentives
CLAUSE SIXTEENTH.- STABILITY IN TAX INCENTIVES.- In accordance with art. 25 of the COPCI, for each investment project will be included
during the validity of this Investment Contract, the legal, regulatory norms and general resolutions of
the SRI, which have a direct relationship with the TAX INCENTIVES detailed in the previous clause,
will remain unchanged for the INVESTOR, provided that the INVESTOR is taxpayer of the tax
obligation and complies with the conditions and assumptions established by the legal standard in
force on the date of signing this Contract.

7
In this way, the detailed COPCI incentives in force on the date of execution of this Investment
Contract will remain unchanged for the period of validity of this Investment Contract, without prejudice
to the time limits established for each incentive, unless that the revocation of the incentives or the
voluntary renunciation of the same by the INVESTOR is appropriate; without prejudice to the
retroactive collection of taxes not received if the sanction provided for in Article 33 of the COPCI is
applied, or the exercise of the tax determination power of the SRI.

CLAUSE SEVENTH.- INVESTMENT MONITORING AND CONTROL PROCESS.- The control of the
execution of the respective DETAIL AND INVESTMENT PLAN, as well as the maintenance of the
MINIMUM PARAMETERS OR CONDITIONS provided for in this Investment Contract, will be carried
out by the SECRETARY. TECNICA and the SRI within their powers. Likewise, the TECHNICAL
SECRETARIAT may, at any time, verify compliance with the specific commitments that the
INVESTOR has acquired by signing this Investment Contract, in accordance with the provisions of
Article 38 of the INVESTMENT REGULATIONS.

To proceed with the supervision and monitoring of the INVESTMENT, the NATIONAL INVESTMENT
AUTHORITY will proceed with the on-site verification of the INVESTMENT PROJECT. If any non-
compliance or cause related to the revocation of the TAX INCENTIVES granted is evident, the
INVESTOR must be immediately notified in writing, warning him or her of the infraction committed
and its effect, accompanying for this purpose the period granted for rectification in if applicable, or for
the initiation of the revocation process, as appropriate.

Failure to comply with the provisions of this clause, and subjection to monitoring in the manner
provided for in this Investment Contract by the INVESTOR, will motivate the sanctions provided for in
Articles 32 and 33 of the COPCI, and must first follow the administrative sanctioning procedure
provided for in Articles 43 and 44 of the INVESTMENT REGULATIONS, guaranteeing at all times the
right to defense and due process.

CLAUSE EIGHTEENTH.- WAIVER OF THE STABILITY OF TAX INCENTIVES.- The INVESTOR

may renounce the stability of the TAX INCENTIVES detailed in the previous clause, to benefit from
the tax treatment in force on the date of his resignation, by means of the declaration and payment of
the respective tax, in accordance with the regulations that are in force.

The communication will be directed to the TECHNICAL SECRETARY and the SRI. With this
resignation, the INVESTOR will be subject to the tax regime in force during the current financial year
on the date of the resignation and to the changes that are made in the future on the legal regime
applicable to the TAX INCENTIVES detailed in this Investment Contract. ; without prejudice to the
exercise of the tax determination power of the SRI.

CHAPTER III.-
INVESTMENT DEVELOPMENT.-

CLAUSE NINETEENTH.- OBLIGATIONS OF THE PARTIES.-

19.1 Of the Investor.- The INVESTOR, in order to fulfill the purpose of this Investment Contract,
undertakes to:

8
a.- Make an estimated INVESTMENT of XXXXX dollars of the United States of North America (USD
XXXXX ), without this being less than XXXXXX dollars of the United States of North America (USD
XXXXXX ) as of the date of presentation of the request for an Investment Contract on behalf of the
INVESTOR, as indicated in Clause Eleven of this Investment Contract;

b.- Timely make the contributions or acquisitions to which you have committed, within the period
provided for the effect in the respective INVESTMENT PROJECT; as established in literal a) of Article
31 of the COPCI, with the exceptions indicated in Article 37 of the Investment Regulations;

c.- In the event that the INVESTOR modifies its shareholding composition or there are transfers or
assignments of its shares or participations, it must comply with the requirements and conditions
provided for in the INVESTMENT REGULATIONS;

d.- Maintain the MINIMUM PARAMETERS OR CONDITIONS established in accordance with the
approved INVESTMENT PROJECT and detailed in the Twelfth Clause of this Investment Contract;

e.- Conserve and preserve the environment, as well as to restore and compensate for damage
caused to the environment and natural resources, according to the Ecuadorian laws that are
applicable;

f.- Observe in an unrestricted manner all applicable tax and labor laws, including those related to
social security, and respect the benefits and rights acquired by workers, in accordance with the
Constitution and applicable Ecuadorian laws;

g.- Comply with the legal, regulatory and regulatory standards applicable to the sector in which the
INVESTMENT is made;

h.- Deliver, when requested, all the information required by the different State control bodies, within
the scope of their powers;

i.- Comply in an unrestricted manner with the obligations established in Articles 35, 36 and 37 of the
INVESTMENT REGULATIONS, related to the registration of the INVESTMENT, compliance with
corporate management standards and sector regulations applicable to the INVESTMENT PROJECT;

j.- Make the INVESTMENTS according to the MINIMUM PARAMETERS OR CONDITIONS stipulated
in this Investment Contract and in the other legal instruments linked to the INVESTMENT PROJECT,
in the amounts and within the deadlines provided for in these instruments, in order to maintain
stability of the TAX INCENTIVES recognized by this Investment Contract; except for circumstances of
FORTUOUS EVENTS OR FORCE MAJEURE duly proven by the NATIONAL INVESTMENT
AUTHORITY;

k.- Present the information necessary to accredit your INVESTMENT PROJECT, with its respective
modifications, and all other information that is required by the NATIONAL AUTHORITY ON
INVESTMENT MATTERS, within the deadlines granted for this purpose;

l.- Comply with corporate management standards; that guarantee transparency

9
m.- Subject to due administrative or judicial process, to civil and criminal liability, for conduct that
violates the obligations they must comply with, or that leads to damages and losses, directly related
to their performance; and,

n.- Facilitate and collaborate with the verifications of the officials of the State entities, competent in
this matter; and not mislead in the inspections carried out with the objective of benefiting from the
COPCI TAX INCENTIVES.

19.2. From the Ministry that presides over the Sectoral Council.-

a.- Respect compliance with the terms agreed in this Investment Contract and the specific
commitments that the INVESTOR has acquired. For these purposes, the INVESTOR must deliver to
the NATIONAL INVESTMENT AUTHORITY, in accordance with the applicable legal framework, the
reasonably necessary information required for said verification;

b.- Respect the rights of the INVESTOR, with respect to the INVESTMENTS, the assets and the
INVESTMENT PROJECT in general, and to guarantee that they are respected by all the public
Institutions of the Central Public Administration, without any other limitation than those established in
the current legal framework;

c.- Guarantee that the stability of the TAX INCENTIVES recognized by this Investment Contract
remains unchanged for the duration of the same, under the pertinent legal conditions.

The State, through the NATIONAL INVESTMENT AUTHORITY, may, at any time, verify compliance
with the specific commitments that the INVESTOR has acquired by signing this Investment Contract,
in accordance with the provisions of Article 30 of the INVESTMENT REGULATIONS.

TWENTIETH CLAUSE: CORPORATE SOCIAL RESPONSIBILITY.- The INVESTOR must be

responsible for the effects that their decisions and activities cause in society and the environment. To
achieve this, its actions must be framed in transparent and ethical behavior that, among other things,
tends to contribute to sustainable development, complies with applicable legislation and considers the
expectations of its interested parties. For the above reasons, the INVESTOR will adopt the following
principles of its activity:

1. Application of transparent relationships with your workers

2. Hire your workers directly in your own activity
3. Adequate use of environmental licenses and health records
4. Preservation of the environment in accordance with the Environmental Management Plan

TWENTY-FIRST CLAUSE: TRANSFER OF TECHNOLOGY.- The INVESTOR is obliged by virtue of

this contract to provide the TECHNICAL SECRETARIAT with the following information:

• Generic technological base of the main activity and the technologies of

support: Description of the generic concept of the technology to be used in the Investment
Project and the generic concept of the supporting technologies; industrial standards of
measurements, tests, processes, quality control. If possible, also its assessment.

Additionally, it undertakes to comply with the following Technology Transfer modalities:

1
0
21.1 TECHNOLOGY TRANSFER MODALITIES:

21.1.1 Strengthening local capacities.- The INVESTOR undertakes to involve a minimum of two (
2 ) interns per year who are studying the last years of industrial engineering degrees or related to
their technical activities, which will improve their theoretical and practical knowledge, for the period of
five years from the signing of the Contract.

21.1.2 Training.- The INVESTOR also undertakes to develop permanent internal training programs
in the administrative and production areas.

21.1.3 Ecuadorian and/or local personnel.- The INVESTOR undertakes to preferably hire
Ecuadorian workers and/or residents in the towns and areas surrounding their projects.

Finally, the INVESTOR will refrain from carrying out anti-competitive conduct that restricts, limits,
falsifies or distorts effective competition, technological development and market efficiency or
negatively affects the general well-being, generating situations of economic dependence in relation to
suppliers; and to abuse their intellectual property rights in accordance with applicable national and
international legislation, and especially what is established in the Organic Law for the Regulation and
Control of Market Power and its Regulations.

TWENTY-TWO CLAUSE.- MODIFICATION or SUSPENSION OF THE DETAILS AND

INVESTMENT PLAN.- In accordance with the provisions of the COPCI and the INVESTMENT
REGULATION, and taking into account that the amount of the INVESTMENT is one of the
established parameters, it is established that the changes with respect to the estimated amounts and
deadlines for the INVESTMENT PROJECT may be modified according to the conditions and nature
of the sector and its main variables, which have been estimated and duly established in the
INVESTMENT PROJECT, as long as Such modification does not alter the achievement of the results
of the INVESTMENT PROJECT or reveal the non-existence of the sources from which the necessary
resources came, or their financing.

Therefore, in the event that the DETAILS AND INVESTMENT PLAN is modified, such fact must be
communicated in writing to the TECHNICAL SECRETARY, at least 30 days in advance, explaining
the reasons for such modification. In no case may the adjustment to the DETAILS AND
INVESTMENT PLAN affect the total value of the minimum investment established in the Twelfth
Clause of this Contract.

The DETAIL AND INVESTMENT PLAN may be suspended for up to one year at the request of the
INVESTOR, unless the event comes from an FORTUOUS EVENT OR FORCE MAJEURE, in which
the time will be determined by the duration of said event or the time of its remediation. , in which case
the INVESTOR will present a new DETAIL AND INVESTMENT PLAN whose execution period may
not be longer than that originally presented as an annex to this Contract.

CLAUSE TWENTY-THIRD.-ON THE REVOCATION OF THE TAX INCENTIVES ESTABLISHED IN

FAVOR OF THE INVESTOR.- The provisions of Articles 32 and 33 of the COPCI will apply, unless
non-compliance by the INVESTOR is due to FORTUOUS EVENT or FORCE MAJEURE, the that as
prescribed in the aforementioned Article 33, they must be immediately notified to the SECTORAL
COUNCIL, attaching the details of the fact and the justification thereof; The SECTORAL COUNCIL

1
1
will validate the information provided, verifying at its discretion that the alleged event was not caused
by the responsibility, fault or fraud of the INVESTOR, who among the documents attached will include
those that demonstrate that due precautions were taken, and that They had foreseen the risks of the
activity. It will also attach a new schedule and the commitment to continue with the activities once the
unforeseen event or force majeure has ceased.

The SECTORAL COUNCIL may respond positively, accepting the justification presented, or if it does
not accept it, it will begin the process of revoking the TAX INCENTIVES, as indicated in Article 32 of
the COPCI.

CLAUSE TWENTY-FOUR.-TERMINATION OF THE CONTRACT . - The following are grounds for

termination of this Investment Contract:

24.1. - The expiration of the term of the Investment Contract; without its extension having been
requested according to Clause Ninth.

24.2. - For failure to comply with the obligations contained in the Nineteenth Clause that deals with
the Investment, its amount and term.

24.3. - Because it has been verified that in the negotiation or subscription of this Investment
Contract, persons disqualified to do so participated, as contemplated in Articles 30 and 14 of the
COPCI;

24.4. - By mutual agreement of the Parties; and,

24.5. - For the revocation of the TAX INCENTIVES, as indicated in Articles 32 and 33 of the COPCI,
in accordance with the previous Clause. In this case, the termination of the Investment Contract will
operate when the sanction is administratively final, without prejudice to the retroactive collection of
the values not received by the STATE, in accordance with the provisions of Article 33 of the same
regulatory body.

CLAUSE TWENTY-FIFTH.- EFFECTS OF THE TERMINATION OF THE CONTRACT. -

The termination of the Investment Contract definitively suspends the stability of the TAX
INCENTIVES referred to in Clause Sixteen of this Investment Contract, without prejudice to the
exercise of the tax determination power that the SRI may execute.

The contractual termination provided for in the previous clause will be declared with reasons, prior to
compliance with due process by the TECHNICAL SECRETARIAT of the Production Sector Council.
The termination resolution will be notified to the INVESTOR, as appropriate.

Once the termination is declared, the INVESTOR will be subject to the tax regime in force on the date
of said termination, and will be subject to any changes made in said regime in the future.

The PARTY that believes itself affected by the termination of this Investment Contract may resort to
the DISPUTE settlement mechanism established in Clause Twenty-Seventh of this Investment
Contract.

CLAUSE TWENTY-SIX.- GENERALITIES.- The parties expressly agree that :

1
2
a.- If at any time, during the validity of this Investment Contract, any of its stipulations is considered to
be, or becomes, illegal, invalid or unenforceable: (a) This circumstance No will affect
the legality, validity or enforceability of this Contract of
Investment or the remaining stipulations thereof, and (b) The PARTIES will replace said stipulation
with another stipulation, valid, legal and enforceable. This rule does not apply to the provisions
of character tributary, in special on the relative to INCENTIVES
TAXES during the term of this Investment Contract.

b.- This Investment Contract cannot be substituted, waived, revoked, modified or terminated, unless
said substitution, waiver, modification or termination is made in accordance with the Law and this
Investment Contract, it is done in writing and be signed by the PARTIES.

c.- Each of the PARTIES declares and guarantees, for the benefit of the other PARTY : (a) that the
celebration, granting and execution of this Investment Contract by said PARTY does not violate or
contradict or be in breach of its documents. constituents, nor with any contract or document by which
said PARTY is bound, nor any provision of the national legal system, and (b) that it has obtained all
permits, consents, reports and authorizations from any other Institution as legally required or
appropriate. necessary, in order for said PARTY to enter into and grant this Investment Contract and
comply with its obligations under it.

CLAUSE TWENTY-SEVEN - DISPUTE RESOLUTION.- The PARTIES agree that when a

controversy arises related to the INVESTMENT or the execution of the Investment Contract, the
INVESTOR must, as a first option, choose to resolve the DISPUTE through negotiations with directly
or indirectly related entities. with the conflict; the CONTROVERSIES that
have not been able be
amicably resolved within a period of sixty (60) days from the date of notification of the
CONTROVERSY for any of the PARTS, will submit to
procedure established in the Law of Administrative Litigation Jurisdiction and therefore the Provincial
Administrative Litigation Court that exercises jurisdiction in the domicile of the public sector Entity, will
be competent to hear and resolve.

TWENTY-EIGHTH CLAUSE: AMOUNT, EXPENSES AND PUBLIC DEED.- In accordance with the
provisions of the COPCI, this Investment Contract will be concluded by public deed. Due to its nature,
its amount is indeterminate.

All expenses related to its celebration will be borne by the INVESTOR. The INVESTOR will deliver to
the TECHNICAL SECRETARIAT five certified copies of the public deed containing this Investment
Contract.

CLAUSE TWENTY-NINTH.- NOTIFICATIONS.- For the purposes of receiving all notifications related
to this Investment Contract, the appearing PARTIES indicate the following addresses as theirs:

1. The TECHNICAL SECRETARY of the Production Sector Council, located in the Ministry of
Coordination of Production, Employment and Competitiveness, located on Av. Coruña E25-
58 and San Ignacio, Altana Plaza Building, 4th. Apartment, Quito – Ecuador.

2. The INVESTOR may be notified XXXX

1
3