Broker Agreement

This Broker Agreement (hereinafter the “Agreement”) is made on March 11, 2022 (the
“Effective Date”) by and between the following Buyer of the following address:

Epsilon Acquisition Services, LLC

a Virginia limited liability company

and the following Broker of the following address:

Cynapdine Systems S.A. de C.V.

A Mexican corporation
Oxford 36 Col. Juárez Alcaldía Cuauhtémoc C.P. 06600 Mexico City

The individuals may be known together collectively as “Parties.” All references to the Broker
and Buyer in this Agreement shall include, if relevant, the Parties´ parent companies, affiliates,
and subsidiaries.

WHEREAS, Buyer desires to purchase certain goods;

WHEREAS, Broker has contacts within the following industry: MINERALS SUPPLIERS and
desires to act as an intermediary finder of goods for Buyer;
NOW, THEREFORE, in consideration of the premise and the mutual promises and covenants
contained herein, the Parties agree as follows:

1) LEGAL COMPLIANCE
As required by the following industry Mineral Suppliers, Broker shall comply with comply with
all applicable laws and has obtained the appropriate and necessary licenses to provider broker
services, in case it applies.

2) SERVICES PROVIDED
- Broker shall use commercially reasonable efforts and adequate business time and
attention to identify providers of goods Buyer, wishes to purchase and introduce the
provider (s) of such goods to Buyer.
- Broker shall use commercially reasonable efforts and adequate business time and
attention to find suppliers of the following goods:
MINERALS RESOURCES
- All providers of goods shall be identified in writing by Broker to Buyer (“Identified
Business”) before they shall be deemed covered by this Agreement.
- This agreement shall not apply to, and Broker shall be entitled to a collect a Fee (defined
below) for:
a) Providers of goods to which Buyer has previously been introduced to by another
party at any time during the Term or the 12-month period prior to the Effective Date,
or
b) Providers of goods Broker otherwise represents, either directly or indirectly
(Excluded Businesses”)

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 3) EXCLUSIVITY.
For the term of this Agreement Broker shall have the exclusive right to identify providers of
goods Buyer required by the following industry Mineral Resources, including all the
necessary logistics, due diligence and review of contracts required for the transaction to be
effective; introduce prospective sellers to the Buyer who are not already known to the period
commencing on the Effective Date and ending 12 months thereafter (the “Exclusive Period”).
This exclusive period covers all suppliers of Mineral Resources in Latin-American. The
Buyer should not contact and less hire any suppliers referred by Broker during this period. In
the case, that situation happens, Buyer agrees pay the commission to Broker for any purchase
with the supplier referred by Broker.

Buyer hereby acknowledges and agrees, however, that numerous factors beyond the control
of Broker make supplier engagement or performance unpredictable and that Broker does not
guarantee vendor performance in transactions that occur.

4) FEES AND PAYMENT

- The Broker will take part in the transaction between the parties, with the Buyer having
the right of final approval of the deal.
- In order for the Broker to be paid, the contracting of the supplier of the goods required by
the Buyer must have been completed. Is these conditions are not met, Broker will not
receive payment for making the introduction.
- The Broker's fee will be calculated in an amount greater than the net value of the goods
purchased by the Buyer as a direct result of an introduction by the Broker. Said amounts
will be defined in annexes to this contract.
- Upon determination of broker fees due, the Broker shall issue an invoice to the Buyer and
payment shall be due within thirty (30) days from the dare of the invoice.

- Acceptable form of payment includes the following:

Letter of Credit in STAN BAY that will be released at the same time that the payment to the
supplier is released.

5) NON- CIRCUMVENTION

During the term of this Agreement, Buyer will not attempt to do business with, or otherwise
solicit any sellers found or otherwise referred by Broker, to Buyer for the purpose of
circumventing, the result of which shall be to prevent the Broker from realizing or recognizing a
commission or Broker´s fee.
Is such circumvention shall occur, the Broker shall be entitled to any commissions due pursuant
to this Agreement or Broker´s fee relating to such transaction.

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 6) CONFIDENTIALITY

The term “Confidential Information” shall include any proprietary information, in whatever
form, that:
a) Is provided by the parties to each other, including information regarding Buyer´s
businesses or Broker´s businesses, finances, prospects, operations, products, employees,
technologies, contact list, and financial models (including not only written information
but also information transferred verbally, visually, electronically or by any others means);
or
b) Concerns any agreement that Broker may aid Buyer in entering into; or
c) Consist of analysis and/or any other internal non redacted memoranda or other documents
prepared by the Broker derived from, or including material portions of, the Confidential
Information.

Confidential Information shall not include any information that:

a) Is already known to the parties at the time of its disclosure;
b) Is or become publicity know though no wrongful act of the parties,
c) Is communicate to a third party with the express written consent of the part; or
d) Is lawfully required to be disclosed, provided that before making such disclosure, the part
shall immediately give the other part written notice and cooperate in the part’s actions to
assure confidential handling of such information.

The parties shall safeguard and keep confidential the Confidential Information and shall not
disclose any Confidential Information to any other person or entity. In addition, shall not use the
Confidential Information for any purpose other than those related to the services they provide to
the other part.
All such Confidential Information and any copies obtain thereof shall be returned to the part
promptly upon its written request and shall not be retained in any form by Broker.

7) SEVERABILITY

The parties have attempted to limit the non-circumvention provision so that it applies only to the
extent necessary to protect legitimate business and property interest.
If any provision of this Agreement shall be held to be valid or unenforceable for any reason, the
remaining provisions shall continue to be valid and enforceable.
If a court finds that any provision of this Agreement is invalid or unenforceable, but that by
limiting such provision it would become valid and enforceable, then such provision shall be
deemed to be written, construed, and enforced as so limited.

8) TERM AND TERMINATION.

The initial term of this Agreement is for one (1) year from the Effective Date. This
Agreement shall automatically renew on a month-to-month basis thereafter, unless either

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 party gives written notice to the other party of such party’s intention not to renew this
Agreement prior to the next renewal. Notwithstanding anything in this Agreement to the
contrary, Broker may terminate this Agreement at any time by providing Buyer with at least
thirty (30) days’ prior written notice of Broker’s desire to terminate this Agreement.

9) INDEMNIFICATION.

Buyer shall, jointly and severally (if applicable), indemnify and hold Broker and Broker’s
managers, members, officers, agents and employees harmless from any and all claims, demands,
actions, judgments, suits, losses, fines, penalties, costs, expenses and liability whatsoever,
including without limitation reasonable attorneys’ fees, expert fees and court costs, arising out of
(i) any breach of this Agreement by Buyer, (ii)  any breach of contract with the supplier by Buyer.

10) LIMITATION OF LIABILITY.

In no event shall broker be liable to buyer for any special, incidental or consequential damages,
for breach of any supplier.

11) OFAC CERTIFICATION.

Buyer hereby acknowledges and certifies that Buyer (i) is not acting, directly or indirectly, for
and/or on behalf of any person, group, entity and/or nation named by any Executive Order and/or
the United States Treasury Department as a terrorist, “Specially Designated National and
Blocked Person” and/or other banned or blocked person, entity, nation and/or transaction
pursuant to any law, order, rule and/or regulation that is enforced and/or administered by the
Office of Foreign Assets Control; and (ii) is not engaging in, instigating and/or facilitating any of
the transactions contemplated by this Agreement, directly or indirectly, on behalf of any such
person, group, entity and/or nation. Buyer hereby agrees to defend, indemnify and hold harmless
Broker from and against any and all claims, damages, losses, risks, liabilities and expenses
(including without limitation attorneys’ fees and costs) arising from and/or relating to any breach
of the foregoing certification by Buyer.

12) ASSIGNMENT.

Buyer shall not assign or otherwise transfer this Agreement without obtaining the prior written
consent of Broker.

13) GOVERNING LAW.

This Agreement shall be governed by the laws of the State of ________________

14) AMENDMENTS AND WAIVER.

This Agreement may only be modified, or any rights under this Agreement waived, by a written
document executed by both parties. Any failure or delay by either party to enforce any right

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under this Agreement does not constitute a waiver, at that time or in the future, of the non-
enforced right or any other right, and does not modify the rights or obligations of either party
under this Agreement.

15) NOTICES.

Each party shall send all notices and all other communications, required or permitted by this
Agreement, in writing, by any one (1) or more of the following methods: (i) certified mail, return
receipt requested; (ii) registered mail, return receipt requested; (iii) overnight mail delivery
service; and/or (iv) USPS priority mail with tracking. Each party may change the address to
which notices and other communications are to be sent to such party, by written communication
to the other party. Initially, the addresses to which notices and other communications are to be
sent are as follows:

To Buyer:
Epsilon Acquisition Services, LLC
Attn: Brendan Brandt, Chief Executive Officer
524 Garrisonville Road, Unit 32
Garrisonville, Virginia 22463
United States of America

To Broker:
Name: Cynapdine Systems S.A. DE C.V
Attn: Luis Nieto Campos
Address: Oxford 36
Col. Juárez Alcaldía Cuauhtémoc 06600
Mexico City

16) COUNTERPARTS.

This Agreement may be executed in counterparts, each of which shall be deemed an original,
and all of the counterparts together constitute a single instrument. The parties may execute
this Agreement by electronic signature, facsimile or by an attachment to an electronic mail
message in .PDF or similar format, and each copy thereof shall be treated as though such
copy is an original.

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IN WITNESS WHEREOF, each of the parties has executed this Agreement effective as of the
Effective Date.

BUYER: BROKER:

Epsilon Acquisition Services, LLC Cynapdine Systems S.A. DE C.V.

(Name)
x___________________________________ x__________________________________
By: ______________________________ By (if applicable): ___________________
Title: ______________________________ Title (if applicable): __________________

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