Exhibit 10.2


 


Execution Version


 


CONFIDENTIAL


 





 



 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,


MARKED BY           ,
HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND


IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL


 


IDB Invest Loan Number 13814-01


 


 


 


 


 


 


LOAN AGREEMENT


 


 


Dated as of April 27, 2022


 


between


 


Merqueo S.A.S.,


as Borrower


 


and


 


Inter-American Investment
Corporation,


as lender


 


 


 


 


 


 






 




     


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


TABLE OF CONTENTS


 


	ARTICLE 1 Definitions; Interpretation	1
	 	 	 	 
	 	Section 1.1	Definitions	1
	 	Section 1.2	Interpretation	1
	 	Section 1.3	Business Day Adjustment	2
	 	Section 1.4	Financial Calculations	2
	 	Section 1.5	IDB Invest’s Calculation or Determination Final.	2
	 	 	 	 
	ARTICLE 2 Part 1: The IDB Invest Loan	2
	 	 	 	 
	 	Section 2.1	The IDB Invest Loan	2
	 	Section 2.2	Disbursement Procedure.	2
	 	Section 2.3	Repayment.	4
	 	Section 2.4	Voluntary and Mandatory Prepayments.	4
	 	Section 2.5	Application of Prepayments.	6
	 	Section 2.6	Currency and Place of Payment.	6
	 	Section 2.7	Allocation of Partial Payments.	6
	 	Section 2.8	Default Interest	7
	 	Section 2.9	Taxes.	7
	 	Section 2.10	Suspension of Disbursements; Cancellation of IDB Invest Loan Commitment.	7
	 	Section 2.11	Illegality.	8
	 	Section 2.12	Payment of Fees, Costs and Expenses.	8
	 	 	 	 
	Part 2: Interest Rate Terms and Conditions	10
	 	 	 	 
	 	Section 2.13	IDB Invest Loan Interest.	10
	 	Section 2.14	Additional Interest.	10
	 	Section 2.15	Market Disruption.	12
	 	Section 2.16	Benchmark Replacement Setting.	12
	 	 	 	 
	Part 3: Promissory Notes	13
	 	 	 	 
	 	Section 2.17	Notes.	13
	 	 	 	 
	ARTICLE 3 Representations and Warranties	13
	 	 	 	 
	 	Section 3.1	Representations and Warranties	13
	 	Section 3.2	Acknowledgment and Warranty	17
	 	 	 	 
	ARTICLE 4 Conditions Precedent to Disbursement	17
	 	 	 	 
	 	Section 4.1	Conditions Precedent to First Disbursement	17
	 	Section 4.2	Conditions Precedent to All Disbursements	19
	 	 	 	 
	ARTICLE 5 Covenants	20
	 	 	 	 
	 	Section 5.1	Affirmative Covenants	20
	 	Section 5.2	Negative Covenants	24
	 	Section 5.3	Information	26
	 	Section 5.4	Environmental and Social.	28



 




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IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


	ARTICLE 6 Events of Default	28
	 	 	 	 
	 	Section 6.1	Events of Default	28
	 	Section 6.2	Remedies	30
	 	Section 6.3	Bankruptcy	30
	 	 	 	 
	ARTICLE 7 Miscellaneous	31
	 	 	 	 
	 	Section 7.1	Notices	31
	 	Section 7.2	English Language	31
	 	Section 7.3	Indemnity; Waiver of Consequential Damages.	32
	 	Section 7.4	Successors and Assigns	32
	 	Section 7.5	Counterparts	33
	 	Section 7.6	Confidential Information	33
	 	Section 7.7	Amendment	33
	 	Section 7.8	Savings of Rights; Remedies; No Waiver.	33
	 	Section 7.9	Severability	34
	 	Section 7.10	Applicable Law and Jurisdiction	34
	 	Section 7.11	Set-Off	36
	 	Section 7.12	Entire Agreement	36
	 	Section 7.13	No Third-Party Beneficiary.	36
	 	Section 7.14	Survival	36
	 	Section 7.15	Term of Agreement	36



 


ANNEXES, SCHEDULES AND EXHIBITS


 


ANNEXES


 


	ANNEX 1:	DEFINITIONS
	ANNEX 2:	ENVIRONMENTAL AND SOCIAL PROVISIONS



 


SCHEDULES


 


	SCHEDULE 1:	MEMBER COUNTRIES OF IDB INVEST
	SCHEDULE 2:	LIST OF EXCLUDED ACTIVITIES
	SCHEDULE 3:	DEVELOPMENT INDICATORS
	SCHEDULE 3.1.4	MERQUEO MEZZ PROJECT –MEXICO AND BRAZIL LEGAL PERMITS ACTION PLAN
	SCHEDULE 4:	PERMITTED LIENS
	SCHEDULE 5:	WAREHOUSE LEASES
	SCHEDULE 6:	BORROWER’S SHARE CAPITAL
	SCHEDULE 7:	KEY PERFORMANCE INDICATORS
	SCHEDULE 8:	CORPORATE GOVERNANCE ACTION PLAN



 


EXHIBITS


 


	EXHIBIT 1:	FORM OF DISBURSEMENT REQUEST
	EXHIBIT 2:	FORM OF BORROWER’S CERTIFICATE REGARDING ORGANIZATIONAL DOCUMENTS/CORPORATE RESOLUTIONS
	EXHIBIT 3:	FORM OF BORROWER’S SERVICE OF PROCESS LETTER
	EXHIBIT 4:	FORM OF AUTHORIZATION TO AUDITOR
	EXHIBIT 5:	FORM OF BORROWER’S CERTIFICATE OF INCUMBENCY AND AUTHORITY
	EXHIBIT 6:	FORM OF BORROWER’S QUARTERLY CERTIFICATE
	EXHIBIT 7:	FINANCIAL RATIOS COMPLIANCE CERTIFICATE
	EXHIBIT 8:	FORM OF BORROWER’S LEGAL OPINION



 




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IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


 


CONFIDENTIAL


 


LOAN AGREEMENT (together with all Annexes,
Schedules and Exhibits hereto, this “Agreement”) dated as of April 27, 2022 (the “Effective
Date”), between:


 


		(1)	MERQUEO S.A.S., a simplified stock corporation organized and existing under the laws of the Republic of Colombia (the “Borrower”);
and



 


		(2)	INTER-AMERICAN INVESTMENT CORPORATION, an international organization established by the Agreement
Establishing the Inter-American Investment Corporation among its member countries, including Brazil, Colombia, and Mexico (“IDB
Invest”), as lender of the IDB Invest Loan (as defined below).



 


ARTICLE 1


 


Definitions; Interpretation


 


Section 1.1 Definitions.


 


Capitalized terms used herein have the meanings provided in Annex
1 (Definitions).


 


Section 1.2 Interpretation.


 


In this Agreement, unless the context otherwise requires:


 


 (i) headings are for convenience only and do not affect its interpretation;




 


 (ii) singular terms include the plural and vice versa, and each gender includes all genders;




 


 (iii) a reference to an Article, Section, paragraph, Schedule, Exhibit or Annex is a reference to that Article, Section or paragraph of, Schedule, Exhibit or Annex to, this Agreement, unless otherwise specified;




 


 (iv) a reference to a document includes any amendment or supplement to, or replacement, novation or modification of, that document unless made in breach of this Agreement;




 


 (v) the term “including” means “including without limitation”;




 


 (vi) the terms “herein,” “hereof” and “hereunder” refer to this Agreement as a whole;




 


 (vii) phrases such as “satisfactory to IDB Invest”, “approved by IDB Invest”, “acceptable to IDB Invest”, “as IDB Invest determines”, “selected by IDB Invest” and phrases of similar import, authorize IDB Invest to act and/or make the relevant determination in its sole discretion;




 


 (viii) phrases such as “as IDB Invest may reasonably require” or “as IDB Invest may reasonably request” and phrases of similar import authorize and permit IDB Invest to act or decline to act in its reasonable discretion;




 


 (ix) references to “knowledge,” “know” and “known” shall mean knowledge after due inquiry and references to such terms in respect of the Borrower shall be deemed to include the knowledge of the Founders; and




 




    IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


 (x) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” mean “to but excluding”.




 


Section 1.3 Business
Day Adjustment.


 


If a payment is due on a date that is not a Business
Day, such payment shall instead be due on the next succeeding Business Day. Interest, fees and charges (if any) thereon shall continue
to accrue until the date such payment is made.


 


Section 1.4 Financial
Calculations.


 


All financial calculations to be made for the
purposes of this Agreement or any other Financing Document shall be determined in accordance with the Accounting Principles and, except
as otherwise required by this Agreement, shall be based on the Borrower’s most recently issued quarterly Financial Statements furnished
to IDB Invest under Section 5.3.2 (Unaudited Quarterly Financial Statements); provided however, that where financial calculations
would otherwise be based on Financial Statements from the last quarter of a Financial Year, then, at IDB Invest’s option, those
calculations will instead be based on the audited Financial Statements for the relevant Financial Year.


 


Section 1.5 IDB
Invest’s Calculation or Determination Final.


 


Any calculation or determination by IDB Invest
of any amount pursuant to this Agreement, including the Interest Rate, the Additional Interest, any other fees, Costs and compliance with
any Financial Covenants, shall be final and conclusive and bind the Borrower unless the determination involved manifest error. IDB Invest’s
internal records regarding payments made on account of the Obligations shall be conclusive and bind the Borrower unless the determination
involved manifest error; provided, that the failure of IDB Invest to maintain such accounts or any error therein shall not affect
the Borrower’s obligation to repay the IDB Invest Loan in accordance with this Agreement. IDB Invest shall not have any liability
of any nature whatsoever as a result of any determination made by IDB Invest being proved to involve any error.


 


ARTICLE 2


 


Part 1: The IDB Invest Loan


 


Section 2.1 The
IDB Invest Loan.


 


2.1.1 Subject to the terms and conditions of this
Agreement, IDB Invest agrees to lend to the Borrower, and the Borrower agrees to borrow from IDB Invest, a loan (the “IDB Invest
Loan”) in an aggregate principal amount of four million Dollars ($4,000,000) (such commitment, the “IDB Invest Loan
Commitment”).


 


2.1.2 The
IDB Invest Loan shall rank pari passu with the BlaO Loan.


 


Section 2.2 Disbursement
Procedure.


 


2.2.1 The Borrower may request Disbursements by
delivering to IDB Invest at least ten (10) Business Days prior to each proposed Disbursement Date: (i) an irrevocable Disbursement Request,
appropriately completed and duly executed by an Authorized Representative of the Borrower and (ii) all documents required to be delivered
as a condition precedent to such Disbursement pursuant to Article 4 (Conditions Precedent to Disbursement) (other than any document
that is required to be delivered only as of the relevant Disbursement Date).


 




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IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


2.2.2 All Disbursements (other than
Disbursements of the Interest Reserve Amount) shall be made in Dollars to the Disbursement Account. Other than Disbursements of the
Interest Reserve Amount, which shall be made in accordance with Section 2.2.4 below, the Borrower shall only be permitted to request
one (1) Disbursement, which shall be made in a whole Dollar amount equal to three million one hundred eighty thousand Dollars
($3,180,000); provided, that the Borrower shall be permitted to request one additional Disbursement of the Interest Reserve
Balance in the circumstances described in Section 2.2.4(ii) below.


 


2.2.3 Notwithstanding any other provision of this
Agreement, no Disbursement shall be made where a related transfer of funds would violate any Applicable Law or the AML/CFT policies, procedures
or controls of IDB Invest or any financial institution that is involved in the transfer of funds.


 


2.2.4 Interest
Reserve.


 


		(i)	Notwithstanding anything to the contrary in this Agreement:



 


		(a)	during the period commencing on the first Disbursement Date
and ending on the second (2nd) anniversary thereof (the “Interest Reserve Period”), eight hundred twenty thousand
Dollars ($820,000) of the IDB Invest Loan Commitment (the “Interest Reserve Amount”) shall not be available for Disbursement
to the Borrower but instead shall be used to pay interest amounts owing on the IDB Invest Loan in accordance with this Section 2.2.4;



 


		(b)	during the Interest Reserve Period and at least ten (10) Business Days prior to each Interest Payment
Date, the Borrower shall request a non-cash Disbursement in accordance with Section 2.2.1 (Disbursement Procedure) of two hundred
five thousand Dollars ($205,000) from the Interest Reserve Amount (each an “Interest Reserve Disbursement”), instructing
IDB Invest to allocate such funds to pay the amount of interest payable in respect of the IDB Invest Loan on such Interest Payment Date.
Interest Reserve Disbursements shall be subject to the following: (i) each such Interest
Reserve Disbursement shall be added to the then-outstanding amount of principal of the IDB Invest Loan only to the extent of the amount
of interest due on the IDB Invest Loan on the relevant Interest Payment Date; (ii) if two hundred five thousand Dollars ($205,000) is
in excess of the amount of interest due on the IDB Invest Loan on the relevant Interest Payment Date, then such excess amount shall be
disregarded for purpose of calculating the principal amount of the IDB Invest Loan outstanding and shall be subject to Section 2.2(ii)
below; and (iii) if two hundred five thousand Dollars ($205,000) is less than the amount of interest due on the IDB Invest Loan on the
relevant Interest Payment Date, then such shortfall shall remain due and payable to the extent set forth in Section 2.2(ii) below, but,
notwithstanding anything to the contrary in this Agreement, such shortfall amount shall not incur interest (or default interest) during
the period beginning on such Interest Payment Date and ending on the date on which payment thereof is due under Section 2.2(ii) below;
and



 


		(c)	notwithstanding anything to the contrary in this Section 2.2.4(i), during the Interest Reserve Period,
if the Borrower has failed to make a Disbursement Request as described above, IDB Invest may, at its sole discretion but with notice to
the Borrower, make an Interest Reserve Disbursement of all or a portion of the funds in the Interest Reserve Amount directly to itself
in order to pay any amount of interest payable in respect of the IDB Invest Loan on any Interest Payment Date (or any other date on which
interest becomes payable hereunder, in connection with a Mandatory Prepayment Event, an
Event of Default or otherwise). For the avoidance of doubt, any such Disbursement shall be added to then-outstanding amount of the principal
of the IDB Invest Loan.



 




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IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


 (ii) Within two (2) months after the expiration of the Interest Reserve Period (or any other date on which interest becomes payable hereunder in connection with a Mandatory Prepayment Event or an Event of Default), IDB Invest shall calculate the difference between (a) the aggregate amount of Interest Reserve Disbursements and (b) the aggregate amount of interest which was payable in respect of the IDB Invest Loan on the relevant Interest Payment Dates (the “Interest Reserve Balance”) and notify the Borrower thereof. If the Interest Reserve Balance is positive and so long as the IDB Invest Loan Commitment has not been cancelled in accordance with Section 2.10 (Suspension of Disbursements; Cancellation of IDB Invest Loan Commitment), the Borrower shall have the right to request a Disbursement of all or a portion of such Interest Reserve Balance in accordance with Section 2.2.1 (Disbursement Procedure) within one month of the date of the relevant notice from IDB Invest. If the Interest Reserve Balance is negative, the Borrower shall pay IDB Invest an amount equal to the Interest Reserve Balance (x) immediately, in the case of a Mandatory Prepayment Event or an Event of Default) and (y) otherwise, within one month of the date of the notice from IDB Invest.




 


Section 2.3 Repayment.


 


2.3.1 The Borrower shall repay the IDB Invest
Loan in Dollars in equal semi -annual installments of principal on each Interest Payment Date commencing on the First Repayment Date and
ending on the Loan Final Maturity Date, on which date the entire remaining outstanding principal amount of the IDB Invest Loan shall be
due and payable in full.


 


2.3.2 Principal
amounts repaid or prepaid may not be re-borrowed.


 


Section 2.4 Voluntary
and Mandatory Prepayments.


 


2.4.1 Voluntary
Prepayments.


 


(i)
After the first (1st) anniversary of the Effective Date, the Borrower may prepay all or any portion of the IDB Invest Loan
on any Interest Payment Date, upon at least thirty (30) days’ prior irrevocable written notice to IDB Invest, together with the
fees, interest and Costs provided in Section 2.4.3 (Prepayment Fees and Costs).


 


(ii)
The Borrower may only make a total of two prepayments of the IDB Invest Loan under this Section 2.4, (a) the first of which shall be in
an amount equal to fifty percent (50%) of the then-outstanding principal balance of the IDB Invest Loan and (b) the second of which shall
be in an amount equal to the remaining principal balance of the IDB Invest Loan.


 


(iii)    
The Borrower shall deliver to IDB Invest, prior to the date of prepayment, either (a) evidence satisfactory to IDB Invest that any Authorizations
necessary for the prepayment have been obtained or (b) a certification that no such Authorizations are required.


 


(iv)
Notwithstanding anything to the contrary in this Section 2.4.1, after the third (3rd) anniversary of the Effective Date, the
Borrower shall not be permitted to make a voluntary prepayment of the IDB Invest Loan under this Section 2.4.1, unless the Borrower provides
evidence satisfactory to IDB Invest that the Borrower is making a simultaneous and pro-rated prepayment of the BlaO Loan in accordance
with the terms of the BlaO Loan Agreement.


 




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IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


2.4.2 Mandatory
Prepayments. Upon the occurrence of:


 


(i)
Except in the case of a SPAC Transaction, a Change of Control without IDB Invest’s prior written consent, and in connection therewith
IDB Invest shall grant or reject any request for such consent within thirty (30) days of the Borrower providing all relevant information
reasonably requested by IDB Invest; provided, that any failure by IDB Invest to respond to any such consent request shall be deemed
to be a rejection by IDB Invest; or


 


 (ii) an Unauthorized Share Transaction (each, a “Mandatory Prepayment Event”),




 


(a) the Borrower shall
prepay all Obligations, including amounts payable with respect to such prepayment pursuant to Section 2.4.3 (Prepayment Fees and Costs),
(b) the IDB Invest Loan Commitment and the Borrower’s right to request any Disbursements shall be terminated, and (c) IDB Invest
may exercise any remedies that may be available to IDB Invest under any Financing Document or Applicable Law. Any prepayment required
by this Section 2.4.2 shall be due and payable no later than ten (10) days following the occurrence of the relevant Mandatory Prepayment
Event.


 


2.4.3 Prepayment
Fees and Costs.


 


(i) Prepayment
Fees. With each prepayment of the IDB Invest Loan pursuant to Section 2.4.1 (Voluntary Prepayments), Section 2.4.2
(Mandatory Prepayments) or otherwise, the Borrower shall concurrently pay a prepayment fee in Dollars which, when added to
the principal amount being prepaid plus all previous installments of principal prepaid or repaid plus all payments of
interest, Additional Interest and fees paid to IDB Invest in respect of such principal amounts (or deemed allocated to such
principal amounts in accordance with the last sentence of this Section 2.4.3(i)), would yield an amount equal to:


 


		(a)	a twenty-two percent (22%) IRR on the IDB Invest Loan (or, in the case of a partial prepayment, the amount
of principal amount being prepaid plus all previous installments of principal prepaid or repaid), if such prepayment is made on
or after the first (1st) anniversary of the Effective Date and prior to the fourth (4th) anniversary of the Effective Date;



 


		(b)	a twenty-one percent (21%) IRR on the IDB Invest Loan (or, in the case of a partial prepayment, the amount
of principal amount being prepaid plus all previous installments of principal prepaid or repaid), if such prepayment is made on
or after the fourth (4th) anniversary of the Effective Date and prior to the fifth (5th) anniversary of the Effective Date; or



 


		(c)	a twenty percent (20%) IRR on the IDB Invest Loan (or, in the case of a partial prepayment, the amount
of principal amount being prepaid plus all previous installments of principal prepaid or repaid), if such prepayment is made on
or after the fifth (5th) anniversary of the Effective Date;



 


provided, that if a Mandatory Prepayment
Event occurs before the third (3rd) anniversary of the Effective Date, the prepayment fee shall instead be an amount which would yield
a twenty-two percent (22%) IRR assuming a three (3)-year time period; provided further, that in the case of a Mandatory Prepayment
Event under Section 2.4.2(i) where (1) the Borrower requested IDB Invest’s consent to carry out a Change of Control in connection
with the listing of its or its parent company’s Share Capital on a U.S. securities exchange registered with the U.S. Securities
and Exchange Commission, (2) the Borrower provided to IDB Invest all relevant information reasonably requested by it, and (3) IDB Invest
rejected such consent request in respect of the proposed Change of Control,
such prepayment fee shall instead be an amount which would yield a sixteen percent (16%) IRR assuming a three (3)-year time period.


 




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IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


  


For the avoidance of doubt, the prepayment fee
under this Section 2.4.3(i) shall not apply to a prepayment made pursuant to Section 2.11 (Illegality). For purposes of any IRR
calculation for any prepayment fee in the case of a partial prepayment of the IDB Invest Loan: (x) all amounts of Additional Interest
and fees previously paid to IDB Invest hereunder shall be deemed to have been allocated to the principal amount prepaid and all previous
installments of principal prepaid or repaid pro rata, on the basis of the percentage of the aggregate principal amount of the IDB
Invest Loan represented by the relevant prepayment and all previous installments of principal prepaid or repaid; and (y) the amount prepaid
shall be deemed to be comprised of the earliest Disbursement(s) of the IDB Invest Loan made hereunder.


 


(ii)
Interest and Costs. On the date of each prepayment of the IDB Invest Loan (including, for the avoidance of doubt, any prepayment
made pursuant to Section 2.11 (Illegality)), the Borrower shall concurrently pay: (a) all accrued and unpaid interest on, and any
Increased Costs incurred in connection with, the IDB Invest Loan; (b) any Costs then due pursuant to Section 2.12.4 (Other Costs);
and (c) any other Obligations then due and payable.


 


Section 2.5 Application
of Prepayments.


 


Amounts of principal prepaid
under Section 2.4 (Voluntary and Mandatory Prepayments) shall be applied by IDB Invest to the outstanding installments of principal
of the IDB Invest Loan in inverse order of maturity.


 


Section 2.6 Currency
and Place of Payment.


 


2.6.1 Payments of all Obligations shall
be made in Dollars, in immediately available funds, to the                                                                                         

                                                                        ,
Account No:                                                     ,
Ref.                           or
to such other account as IDB Invest may instruct (in either case, the “Receipt Account “) by no later than 11:00 a.m.
New York City time, or at such other bank or banks, in such place or places, as IDB Invest may designate. IDB Invest may deem any payment
received after that time to have been made on the next Business Day.


 


2.6.2 The payment obligations of the Borrower
under this Agreement shall be discharged only to the extent that (and as of the date when) Dollars are received in the Receipt Account,
notwithstanding the tender or payment (including by way of recovery under a judgment) of any amount in any currency other than Dollars.
Accordingly, the Borrower shall pay such additional amount as is necessary to enable IDB Invest to receive, after conversion to Dollars,
and transfer to the Receipt Account, the full amount due to IDB Invest under this Agreement. Notwithstanding the foregoing and Section
2.6.1, IDB Invest may require the Borrower to pay (or to reimburse IDB Invest) in any currency other than Dollars for (i) any Taxes or
other amounts payable under Section 2.9 (Taxes) and (ii) any fees or Costs payable under Section 2.12 (Payment of Fees, Costs
and Expenses), in each case to the extent such amounts are payable in such other currency.


 


Section 2.7 Allocation
of Partial Payments.


 


If IDB Invest at any time receives less than the
full amount then due in respect of the Obligations, such amount shall be allocated in the following order, any: (i) Costs; (ii) fees;
(iii) default interest; (iv) ordinary interest; (v) Additional Interest; and (vi) principal of the IDB Invest Loan.


 




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IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


Section 2.8 Default Interest.


 


Without limiting the remedies available to IDB
Invest under this Agreement or otherwise and in addition to any amounts owing pursuant to Section 2.13 (IDB Invest Loan Interest
), if the Borrower fails to pay any Obligation (including interest payable pursuant to this Section 2.8) when due (whether at maturity
or upon acceleration), then the Borrower shall pay default interest on the unpaid amount (i) in the case of overdue principal, at a rate
equal to two percent (2.0%) per annum, (ii) in the case of overdue interest or Additional Interest on the IDB Invest Loan, at a rate equal
to the sum of two percent (2.0%) per annum plus the Interest Rate, and (iii) for all other overdue Obligations, at a rate of ten
percent (10%) per annum. Interest at such rates shall accrue from the date an Obligation is due until the date paid and shall be due and
payable on the earlier of the date of demand by IDB Invest and the next Interest Payment Date. Should such default interest exceed the
maximum allowed by Applicable Law, the maximum interest rate allowed by Applicable Law shall apply.


 


Section 2.9 Taxes.


 


2.9.1 The Borrower shall timely pay
or cause to be paid (i) all Taxes and other liabilities of whatsoever nature arising in connection with the payment of any
Obligation that are imposed by any Authority of the Borrower’s Country or of any other jurisdiction from or through which any
such payment is made (other than any Taxes on net income) (all such Taxes and other liabilities, collectively, “Transaction
Taxes”) and (ii) all stamp, recording, documentary or similar taxes and all other charges or levies payable on or in
connection with the execution, delivery, registration, consularization, translation, notarization or enforcement of this Agreement
or any other Financing Document (collectively, “Other Taxes”).


 


2.9.2 All payments by the Borrower under this
Agreement or under any other Financing Document shall be made free and clear of, and without deduction or withholding for, any Transaction
Taxes or Other Taxes. If the Borrower is required by Applicable Law or otherwise to deduct or withhold any Transaction Taxes from any
such payment, then (i) the amount payable by the Borrower shall be increased as necessary so that, after making any such required deductions
(including deductions applicable to additional amounts payable under this Section 2.9), IDB Invest receives the full amount it would have
received had no such deduction or withholding been required, and (ii) the Borrower shall make such deduction or withholding and shall
pay the full amount deducted or withheld to the relevant Authority in accordance with Applicable Law.


 


Section 2.10 Suspension
of Disbursements; Cancellation of IDB Invest Loan Commitment.


 


2.10.1 If (i) any Mandatory Prepayment Event has
occurred or any Event of Default has occurred and is continuing, (ii) the Borrower’s Country ceases to be an IDB Invest Member,
or (iii) the maximum aggregate number of Disbursements permitted pursuant to Section 2.2.2 (Disbursement Procedure) has been achieved,
then, by notice to the Borrower, IDB Invest may cancel all or any portion of the undisbursed amount of the IDB Invest Loan Commitment
or suspend the Borrower’s right to request further Disbursements (for such period and on such conditions as IDB Invest determines).


 


2.10.2 If the circumstance described in Section
2.11 (Illegality) arises, the IDB Invest Loan Commitment shall be cancelled as set forth in such Section; provided, that
the amount of the affected IDB Invest Loan Commitment to be cancelled shall be determined by IDB Invest. If any amount of the IDB Invest
Loan Commitment is not disbursed as of the Commitment Termination Date, such amount shall be automatically cancelled.


 


2.10.3
Upon cancellation of the IDB Invest Loan Commitment pursuant to Sections 2.10.1 or Section 2.10.2, the Borrower shall pay to IDB
Invest, no later than (i) five (5) Business Days after the occurrence of such cancellation if the cancellation is in full or (ii)
the next Interest Payment Date if such cancellation is a partial cancellation, all fees, Costs and other Obligations (other than
outstanding principal of, and interest and Additional Interest not then due on, the IDB Invest Loan) accrued through the date of
full payment of all such amounts, whether or not such amounts were otherwise due and payable.


 




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IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


2.10.4 The Borrower may, by notice to IDB Invest
and upon payment of all fees, Costs and any other Obligations (other than outstanding principal of, and interest and Additional Interest
not then due on, the IDB Invest Loan) accrued through such date, irrevocably request IDB Invest to cancel all or any portion of the undisbursed
amount of the IDB Invest Loan Commitment (excluding the Interest Reserve Amount during the Interest Reserve Period) in the amount and
on the date specified in such notice; provided, that such date is at least five (5) Business Days (i) after the date of the notice
or (ii) prior to the next succeeding Interest Payment Date; and provided further, that such payment is made by the Borrower (a)
fifteen (15) Business Days after the date of the notice or (b) on the next succeeding Interest Payment Date, as applicable. IDB Invest
shall, upon receipt of such notice and payment, by notice to the Borrower, cancel such requested portion of the IDB Invest Loan Commitment
effective as of the date specified in the Borrower’s notice; provided, that the obligation of IDB Invest to cancel such requested
portion of the IDB Invest Loan Commitment shall be subject to the condition that Borrower provide evidence satisfactory to IDB Invest
that the Borrower is making a simultaneous request to make a pro rata cancellation of the commitment for the BlaO Loan in accordance
with the terms of the BlaO Loan Agreement.


 


2.10.5 The Commitment Fee shall continue to accrue
and be payable during any suspension of the Borrower’s right to request Disbursements pursuant to this Section 2.10 (unless such
suspension is a result of the circumstance described in clause (ii) of Section 2.10.1) but, as of the effective date of any cancellation
of the IDB Invest Loan Commitment, shall cease to accrue with respect to the amount cancelled.


 


2.10.6 Any cancelled portion of the IDB Invest Loan Commitment shall
not be reinstated or disbursed.


 


Section 2.11 Illegality.


 


If any Change in Law makes it unlawful for IDB
Invest to fund or maintain the IDB Invest Loan or any portion thereof, the Borrower’s right to request a Disbursement of the undisbursed
portion of the IDB Invest Loan Commitment affected by the Change in Law shall terminate, and the Borrower shall, within five (5) Business
Days of receipt of notice thereof from IDB Invest (together with any default interest, losses or any other additional costs incurred by
IDB Invest until such prepayment is made in full), prepay in full the IDB Invest Loan, including all interest and costs provided in Section
2.4.3(ii) (Interest and Costs). No prepayment fee shall be payable in respect of any prepayment pursuant to this Section 2.11 as
well as any accrued but unpaid Additional Interest.


 


Section 2.12 Payment of Fees, Costs and Expenses.


 


2.12.1 Fees. The Borrower shall pay to IDB Invest:


 


(i)
a commitment fee (the “Commitment Fee”) equal to two and one half percent (2.5%) per annum of the undisbursed and uncancelled
portion of the IDB Invest Loan Commitment (excluding the Interest Reserve Amount), which shall:


 


		(a)	begin to accrue daily, in respect of the IDB Invest Loan Commitment on the earlier of (1) ninety (90)
days after the Effective Date and (2) the first Disbursement date;



 


		(b)	be calculated on the basis of a three hundred and sixty (360)-day year for the actual number of days elapsed; and



 




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		(c)	be payable in arrears on the Interest Payment Dates in each year, except that the first such payment shall
be due on the first Interest Payment Date occurring after the date on which the Commitment Fee begins to accrue;



 


provided, that, if any Disbursement is
made fewer than ten (10) Business Days before an Interest Payment Date, then such Disbursement shall be disregarded for the purposes of
calculating the Commitment Fee due on such Interest Payment Date and any excess Commitment Fee paid by the Borrower on such Interest Payment
Date shall be credited to the Borrower on the next Interest Payment Date; and


 


(ii)
in accordance with the Fee Letters of IDB Invest: (a) a front end fee calculated based on the aggregate amount of the IDB Invest Loan
Commitment; (b) a waiver and amendment fee; (c) an annual supervision fee; and (d) such other fees, to be agreed upon, if applicable,
between IDB Invest and the Borrower after the Effective Date, in each case as agreed in writing by IDB Invest and the Borrower.


 


2.12.2 Expenses. The Borrower shall pay
to IDB Invest, or as IDB Invest may direct the out-of-pocket expenses (including travel and subsistence expenses, if applicable) of IDB
Invest and all fees and expenses of IDB Invest’s legal counsels incurred in connection with:


 


(i)
the preparation, review, negotiation, execution, implementation and, where appropriate, translation, registration and notarization of
the Financing Documents and any other related documents;


 


(ii)
the registration (where applicable) and the delivery of the evidence of indebtedness relating to the IDB Invest Loan and the Disbursements;


 


(iii)
IDB Invest’s efforts to preserve, enforce or protect its rights under any Financing Document or upon the exercise of its rights
or powers arising out of the occurrence of any Default, including any related legal and other professional consultants’ fees and
expenses on a full indemnity basis;


 


(iv)
the giving of any legal opinions IDB Invest requires under this Agreement and any other Financing Document;


 


(v) any amendment of, supplement or modification
to, or waiver under, any Financing Document;


 


 (vi) the occurrence of any Default or Mandatory Prepayment Event; and




 


 (vii) the release of any Security following repayment in full of the IDB Invest Loan.




 


2.12.3 Increased Costs. On each Interest
Payment Date the Borrower shall pay, in addition to any other amounts then due, the amount that IDB Invest from time to time notifies
to the Borrower as being the Increased Costs accrued and unpaid prior to such Interest Payment Date.


 


2.12.4 Other Costs


 


(i) The Borrower shall pay to IDB Invest the amount of any Costs notified by IDB Invest to the Borrower as incurred by IDB Invest pursuant
to any Financing Document, including in connection with the cancellation of all or any portion of the IDB Invest Loan Commitment as provided
in Section 2.10.1 (Suspension of Disbursements; Cancellation of IDB Invest Loan Commitment), any Disbursement Request delivered
hereunder (regardless of whether the disbursement is finally made or not), or as a result of the Borrower: (a) failing to (1) pay any
Obligation on the due date thereof, (2) borrow in accordance with any Disbursement Request, or (3) make any prepayment pursuant to Section
2.4.1 (Voluntary Prepayments) in accordance with a notice of prepayment or when
due pursuant to Section 2.4.2 (Mandatory Prepayments); or (b) repaying any amount of the IDB Invest Loan on a date other than an
Interest Payment Date (including as a result of an Event of Default). Payment of amounts due under this Section 2.12.4 shall be made by
the Borrower within five (5) Business Days of receipt of notice thereof (together with any default interest, losses or any other additional
costs incurred by IDB Invest during such five (5) Business Day period).


 




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(ii)
If the Borrower repays any amount of the IDB Invest Loan on a date other than an Interest Payment Date, then the Costs incurred by IDB
Invest shall include, and the Borrower shall pay to IDB Invest, in addition to any other amounts payable by the Borrower under clause
(i) of this Section 2.12.4, the amount determined by IDB Invest as the difference, if any, between (a) the amount of interest that would
have accrued on the principal amount of the IDB Invest Loan had such repayment not occurred at the Interest Rate then applicable to such
Loan for the remainder of the Interest Period during which the relevant repayment is made, and (b) the amount of interest that IDB Invest
would earn on such repaid principal amount for the remainder of such Interest Period if such principal amount were invested for such remaining
period at the interest rate that would be bid to IDB Invest from prime banks in the New York interbank market at the time such repayment
occurs.


 


Part 2: Interest Rate Terms and
Conditions


 


Section 2.13 IDB Invest Loan Interest.


 


2.13.1 General Provisions.


 


(i)
The Borrower shall pay interest on the outstanding principal amount of the IDB Invest Loan in accordance with this Section 2.13.


 


(ii)
Interest on the IDB Invest Loan shall accrue daily for each Interest Period from the first (1st) day of such Interest Period to, the last
day of such Interest Period, computed on the basis of the actual number of days elapsed in such Interest Period in a year of three hundred
and sixty (360) days and shall be payable in arrears on the Interest Payment Date falling on such last day; provided, that the
first (1st) payment of interest on any Disbursement made fewer than ten (10) Business Days before an Interest Payment Date shall be made
on the second (2nd) Interest Payment Date following the date of that Disbursement.


 


2.13.2 Interest Rate. The following terms shall apply the IDB
Invest Loan:


 


(i)
During each Interest Period, the IDB Invest Loan shall bear interest at the Interest Rate for that Interest Period.


 


(ii)
The variable interest rate applicable to each Disbursement of the IDB Invest Loan for each Interest Period shall be the sum of (a) Applicable
Term SOFR on the Interest Rate Determination Date for that Interest Period, plus (b) the Applicable Spread.


 


(iii)
On each Interest Rate Determination Date, IDB Invest shall determine the Interest Rate applicable to the corresponding Interest Period
and IDB Invest shall promptly notify the Borrower of such rate.


 


Section 2.14 Additional
Interest.


 


(i)
As additional compensation to IDB Invest for making the IDB Invest Loan available to the Borrower, the Borrower shall make payments to
IDB Invest in an aggregate amount equal to seventy-three hundredths of one percent (0.73%) of the Adjusted EBITDA for each Financial
Year or portion thereof (the “Additional Interest”), as set forth in this Section 2.14.


 




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 (ii) The Additional Interest payments shall be calculated by IDB Invest as follows:




 


		(a)	for each Additional Interest Calculation Period ending on June 30th, the amount of Additional Interest
payable shall be calculated by IDB Invest on the basis of the Adjusted EBITDA for the six (6)-month period ending on such Financial Quarter
Date on the basis of the unaudited quarterly Financial Statements delivered to IDB Invest for the relevant Financial Quarters under Section
5.3.2 (Unaudited Quarterly Financial Statements); and



 


		(b)	for each Additional Interest Calculation Period ending on December 31st, the amount of Additional Interest
payable shall be calculated by IDB Invest on the basis of the Adjusted EBITDA for the Financial Year ending on such date on the basis
of the audited annual Financial Statements delivered to IDB Invest for such Financial Year under Section 5.3.1(ii) (Audited Annual
Financial Statements);



 


provided,
that if the Borrower fails to deliver such quarterly or annual Financial Statements when and as required by Sections 5.3.1(ii) and 5.3.2,
IDB Invest may calculate the Additional Interest based on such information as is available to it, but the Borrower and IDB Invest agree
that the amount of such payment shall thereafter be subject to adjustment if the final calculation of Additional Interest based on the
annual Financial Statements is different.


 


 (iii) The amount of Additional Interest shall be payable as follows:




 


		(a)	for the Additional Interest Calculation Period ending on June 30, the Borrower shall pay to IDB Invest
an amount equal to the Additional Interest calculated under Section 2.14(ii)(a) for such Additional Interest Calculation Period on the
following October 15; and



 


		(b)	for the Additional Interest Calculation Period ending on December 31, the Borrower shall pay to IDB Invest
an amount equal to the Additional Interest for such Additional Interest Calculation Period on April 15 of the succeeding Financial Year;
provided, that from such payment there shall be subtracted the Additional Interest amount paid by the Borrower pursuant to paragraph
(a) above in respect of the first half of the relevant Financial Year;



 


provided, however, that
in each case, if the Additional Interest payment calculated by IDB Invest for any Additional Interest Calculation Period is negative,
the Additional Interest payment shall be equal to zero.


 


(iv)
Notwithstanding anything to the contrary above in this Section 2.14, Additional Interest shall accrue at the conclusion of each Additional
Interest Calculation Period during which any amount of principal of the IDB Invest Loan remains outstanding (whether or not such principal
amount was outstanding for all or only a portion of the relevant Additional Interest Calculation Period).


 


(v)
Subject to the proviso of clause (ii) and the preceding clause (iv), all calculations of the Additional Interest made by IDB Invest from
time to time shall be binding absent manifest error.


 




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Section 2.15 Market Disruption.


 


2.15.1 If IDB Invest determines that for any Interest
Period, Applicable Term SOFR (i) will not adequately reflect the cost of making, funding or maintaining the IDB Invest Loan or (ii) subject
to Section 2.16 (Benchmark Replacement Setting), cannot be determined by IDB Invest pursuant to the definition thereof (each of
the foregoing, a “Market Disruption Event”), then the Market Disruption Base Rate, as notified by IDB Invest to the
Borrower, shall apply to the IDB Invest Loan for each Interest Period in place of Applicable Term SOFR. Any Market Disruption Base Rate
applied pursuant to this Section 2.15.1 shall cease to be used in place of Applicable Term SOFR (a) for any Interest Period that begins
after IDB Invest notifies the Borrower that the Market Disruption Event no longer exists or (b) if an agreement is reached between IDB
Invest and the Borrower during the Rate Setting Period, as described in Section 2.15.2(ii).


 


2.15.2 (i) Upon the occurrence of a Market Disruption
Event where Applicable Term SOFR will not adequately reflect the cost of making, funding or maintaining the IDB Invest Loan, IDB Invest
may elect to apply Applicable Term SOFR to determine the weighted average cost of funds of IDB Invest when calculating the interest rate
for the IDB Invest Loan.


 


(ii)
Notwithstanding the foregoing, upon the occurrence of a Market Disruption Event, at the Borrower’s written request (received by
IDB Invest within five (5) Business Days of the Borrower having been notified by IDB Invest of such Market Disruption Event), (a) IDB
Invest and the Borrower shall enter into good faith negotiations for a period of not more than thirty (30) days (the “Rate Setting
Period”) to determine a substitute base rate of interest applicable to the IDB Invest Loan; (b) any alternative rate agreed
to by IDB Invest and the Borrower during the Rate Setting Period shall apply retroactively from the first day of the affected Interest
Period; and (c) if no agreement is reached between IDB Invest and the Borrower during the Rate Setting Period, the Borrower may prepay
the relevant portion of the IDB Invest Loan no later than five (5) Business Days following the expiration of the Rate Setting Period.
Any such prepayment shall be made together with all interest and costs provided in Section 2.4.3(ii) (Prepayment Fees and Costs).


 


Section 2.16 Benchmark
Replacement Setting.


 


2.16.1 Benchmark Replacement. Notwithstanding
anything to the contrary herein or in any other Financing Document, upon the occurrence of a Benchmark Transition Event, IDB Invest may
amend this Agreement and any other Financing Document to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment
will become effective on the fifth (5th) Business Day in New York after IDB Invest has sent a notice of such proposed amendment to the
Borrower or such later date as IDB Invest may specify in such notice, without any further action or consent of the Borrower.


 


2.16.2 Benchmark Replacement Conforming Changes.
In connection with the use, administration, adoption or implementation of a Benchmark Replacement, IDB Invest will have the right to make
Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing
Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective upon notice to, but without
any further action or consent of the Borrower.


 


2.16.3 Notices; Standards for Decisions and
Determinations. IDB Invest will promptly notify the Borrower of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness
of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by IDB Invest pursuant to this
Section 2.16, including any determination with respect to a tenor, rate or adjustment or the occurrence or non-occurrence of an event,
circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error
and may be made in IDB Invest’s sole discretion. In connection with the implementation of any Benchmark Replacement and at the request of IDB Invest, the Borrower shall
promptly provide an amendment to or replacement of any affected Note.


 




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Part 3: Promissory Notes


 


Section 2.17 Notes.


 


2.17.1 Initial Notes. To further evidence
its obligation to repay the IDB Invest Loan, and to pay accrued interest, the Borrower shall issue and deliver to IDB Invest, on or prior
to the first Disbursement Date (i) a partially completed promissory note with the principal amount blank and (ii) an instruction letter,
each in form and substance acceptable to IDB Invest (collectively, the ” Notes”). At IDB Invest’s request from
time to time, the Borrower shall promptly execute and deliver one or more new Notes satisfactory to IDB Invest to substitute for one or
more Notes previously delivered hereunder. Upon the receipt of such executed replacement Notes, IDB Invest shall promptly return to the
Borrower the original Notes so replaced or an affidavit of loss or destruction in customary form. The issuance, execution and delivery
of any Note pursuant to this Agreement shall not be construed as a novation hereunder or under any other agreement between IDB Invest
and the Borrower and shall not affect the obligations or rights of the Borrower hereunder, and the rights and claims of IDB Invest under
any Note shall not replace or supersede its rights and claims hereunder.


 


2.17.2 Replacement Notes . At the time
of the last Disbursement of the IDB Invest Loan, or upon IDB Invest’s request thereafter, the Borrower shall deliver to IDB Invest
a Note in the total amount of all Disbursements of the IDB Invest Loan (including the amount of such last Disbursement) to be due and
payable on the Loan Final Maturity Date; provided, that if the Borrower has made any payments of principal pursuant to Section
2.3 (Repayment), then the Note shall be for the total amount remaining due under the IDB Invest Loan after such payment(s) of principal
have been made, as calculated by IDB Invest and notified to the Borrower.


 


ARTICLE 3


 


Representations and Warranties


 


Section 3.1 Representations
and Warranties.


 


The Borrower represents and warrants in respect of itself and each
of the Guarantors that:


 


3.1.1 Organization; Power;
Due Authorization. It is, duly organized and validly existing and (if applicable) in good standing under the Applicable Law of its
jurisdiction of organization and is authorized to do business in such jurisdiction and each other jurisdiction where the character of
its Property or the nature of its activities makes such authorization necessary. It has all requisite corporate or other organizational
power and authority: (i) to own its Property, (ii) to conduct its business as currently conducted, and (iii) to enter into, and to comply
with its obligations under, each Financing Document to which it is or will be a party.


 


3.1.2 Enforceability. This Agreement and
the other Financing Document to which it is a party are, or when duly executed and delivered, will be (i) duly authorized and executed
by it and constitute its valid and legally binding obligation, enforceable in accordance with its terms and (ii) in proper legal form
for the enforcement thereof under the Applicable Law of its jurisdiction of organization and, if this Agreement were stated to be governed
by such law, it would constitute its legal, valid, and binding obligation under such law.


 




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3.1.3 No Violation. Neither
its execution and delivery of any Financing Document to which it is a party nor its compliance with the terms thereof will: (i)
contravene any Applicable Law or Relevant Authorization; (ii) result in any breach of, or constitute a default or require any
consent under, any agreement or other arrangement to which it is a party, by which it is bound or to which it may be subject;
(iii)  result in the creation or imposition of (or an obligation to create or impose) any Lien upon any of its Property; (iv)
violate the terms of its organizational documents.


 


3.1.4 Relevant Authorizations. Except for
those Authorizations which have not been obtained listed in Schedule 3.1.4, (i) it has all Relevant Authorizations to conduct its business
and to enter into, and to comply with its obligations under, each Financing Document to which it is or will be a party; (ii) each such
Relevant Authorization has been validly issued and obtained and is in full force and effect; (iii) no Relevant Authorization is the subject
of an appeal or judicial or other review by any Authority; (iv) it is in compliance with each Relevant Authorization; and (v) it has no
reason to believe that any Relevant Authorization that requires renewal will not be renewed as and when required under Applicable Law
without the imposition of additional restrictions or conditions or that any Relevant Authorization will be withdrawn, suspended, cancelled,
varied, surrendered or revoked.


 


3.1.5 Compliance
with Applicable Laws. It is in compliance with Applicable Law.


 


3.1.6 No
Default. No Default has occurred and is continuing.


 


3.1.7 Litigation.


 


(i)
No Action is pending (or, to its knowledge, threatened) against it or any of its Affiliates that has had or could reasonably be expected,
by itself or together with any other Action, to have a Material Adverse Effect; and


 


(ii)
no judgment, order or award has been issued that has had, or could reasonably be expected by itself or together with any other judgment,
order or award or pending Action against it or any of its Affiliates to have, a Material Adverse Effect.


 


3.1.8 Financial
Statements.


 


(i)
The unaudited Financial Statements for the annual period ending on December 31, 2021, the unaudited Financial Statements for the Financial
Quarter ending on December 31, 2021, and the audited Financial Statements for the annual period ending on December 31, 2020 delivered
to IDB Invest were prepared from and are in accordance with its books and records and give a true and fair view of its financial position,
including disclosure of all of its liabilities (contingent or otherwise) as of the date thereof and the results of its operations and
cash flow for the period covered thereby, all in conformity with the Accounting Principles.


 


(ii)
It has not undertaken or agreed to undertake any material obligation not shown in its Financial Statements most recently delivered to
IDB Invest other than its obligations under the Financing Document or, if applicable, its obligations under the SPAC Transaction documents.


 


3.1.9 No Material Adverse Effect. Since
December 31, 2020, no condition has existed, or event has occurred that has had or could reasonably be expected to have a Material Adverse
Effect.


 


3.1.10 Ownership of Property; Liens; Intellectual
Property. It has good, legal, and valid title to (or a valid leasehold interest in) all its Property (including all Intellectual Property
required in connection with its business), and with respect to the Secured Property, free of all Liens other than Permitted Liens.


 




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3.1.11 Environmental and Social Compliance.
Each representation made in Section 2 (E&S Representations and Warranties) of Annex 2 (Environmental and Social Provisions)
is true and correct.


 


3.1.12 Absence of Prohibited Practices; Sanctions
Lists. Neither it nor any of its Affiliates nor any Person acting on its or their behalf (i) has committed or engaged in any Prohibited
Practice in connection with any Financing Document or any transaction contemplated by the Financing Documents or (ii) is included on any
Internationally Recognized Sanctions Lists or on the IDB Group List of Sanctioned Firms and Individuals.


 


3.1.13 Legal Form; Enforceability. Subject
to the immediately following sentence, this Agreement and the other Financing Documents to which it is a party are, or when duly executed
and delivered will be, in proper legal form for the enforcement thereof under the Applicable Law of its jurisdiction of organization.
Each Note when delivered constitutes a título ejecutivo under the Applicable Laws of the Borrower’s Country. All formalities
required in its jurisdiction of organization for the validity and enforceability of this Agreement and the other Financing Documents (including
any necessary translation, notarization, consularization, apostille or legalization, registration, recording or filing with any court,
registry or other Authority in its jurisdiction of organization) have been or will be accomplished prior to the first Disbursement Date
other than a translation of this Agreement into Spanish, prepared by an official translator.


 


3.1.14 Ranking of Obligations. Its obligations
under the Financing Documents to which it is a party to pay the principal of and interest on the IDB Invest Loan and any and all other
amounts due thereunder constitute its senior, direct and unconditional unsubordinated obligations and will at all times rank at least
equal in right of payment with all of its other present and future unsubordinated indebtedness and other obligations of the Borrower.


 


3.1.15 Availability and Transfer of Foreign
Currency. Other than the registration of the IDB Invest Loan with the Colombian Central Bank (Banco de la República)
which will be satisfied by (a) filing Form No. 6 (Información de Endeudamiento Externo otorgado a Residentes) prior to,
or simultaneously with, the first Disbursement and (b) Form No. 3 (Declaración de Cambio) prior to, or simultaneously with,
each Disbursement, each with an authorized foreign exchange intermediary, no foreign exchange control approvals or other Authorizations
are required to ensure the availability of Dollars to enable it to perform all of its obligations under the Financing Documents to which
it is a party. No other restriction or requirement limits the availability to, or transfer of foreign exchange by, it to make any payments
required under any Financing Document to which it is a party.


 


3.1.16 Absence of Insolvency Event. No
Insolvency Event has occurred and is continuing or, to its knowledge, has been threatened against it, and it has not taken any action
that will result in an Insolvency Event.


 


3.1.17 Choice of Law; Consent to Jurisdiction.
Under the Applicable Law of its jurisdiction of organization, the choice of the law of New York to govern this Agreement and the other
Financing Documents which are subject to New York law is valid and binding. Its consent to the jurisdiction of the courts provided in
Section 7.10.2 (Applicable Law and Jurisdiction) is valid, binding and irrevocable, and service of process effected in the manner
provided in Sections 7.10.4 and 7.10.6 will be effective to confer personal jurisdiction over it in such courts.


 


3.1.18 No Immunity. Neither it nor any
of its Property has any immunity from execution or set-off with respect to its assets, or suit with respect to its obligations under this
Agreement, the Notes or any other Financing Document.


 




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3.1.19 Provision of Information, Etc. All
written information provided by it to IDB Invest was, on the date provided, and continues to be, true and accurate in all material respects
and not misleading in any material respect nor is any information omitted from such information that makes the information provided misleading
in any material respect (except to the extent that it has provided to IDB Invest written updates or amendments to such previously furnished
information reflecting changes in circumstance subsequent to the provision of such information).


 


3.1.20 Taxes.


 


(i)
(a) All of its Tax Returns that are required by Applicable Law to be filed have been duly filed; (b) all Taxes due and payable by it,
or upon its Property, income or assets, which are due and payable or required to be deducted or withheld, have been paid or deducted or
withheld and properly paid to the appropriate Authority, except for Taxes being diligently contested in god faith through the appropriate
proceedings, with respect to which reserves have been established.


 


(ii)
Except as otherwise disclosed in the Financial Statements referred to in Section 3.1.8 (Financial Statements), it has not received
notice of (a) any pending audits, examinations, investigations, proceedings or claims with respect to any Taxes or (b) any Lien with respect
to Taxes that has been filed against any of its Property, nor to its knowledge, in either case, has any such action been threatened.


 


3.1.21 Affiliate Transactions. As of the Effective Date, there
have been no Affiliate Transactions except those carried out in the ordinary course of business and at arm’s-length.


 


3.1.22 Status of Security.


 


(i)
The Security Documents create, or when executed and duly registered will create, valid and enforceable first priority Liens (or other
interests or rights of the kind purported to be created thereby) over all of the Secured Property.


 


(ii)
It has not received any notice of any adverse claim by any Person in respect of its ownership of, or entitlement to, the Secured Property.


 


(iii)    
The Secured Property is not, and will not at any time be, subject to any Lien other than pursuant to the Security Documents.


 


3.1.23 Borrower’s Share Capital.
The Share Capital of the Borrower consists solely of the number of shares and classes of capital stock set forth in Schedule 6
(Borrower’s Share Capital), all of which are held beneficially and of record by the Persons listed in Schedule 6 (
Borrower’s Share Capital). No other Person holds any Share Capital of, or any Equity Rights in respect of, the Borrower.


 


3.1.24 Subsidiaries.


 


(i)
Merqueo Brazil, Merqueo International, and Merqueo Mexico are the only direct or indirect Subsidiaries of the Borrower as of the Effective
Date and the Borrower (and, if applicable, Merqueo International) holds the following (a) number of fully paid and non-assessable shares
of each of its Subsidiaries and (b) percentage ownership in each class of capital stock of each of its Subsidiaries:


 


		(1)	Merqueo Brazil.



 


	Shareholder	 	Type of Share	 	Number of Shares	 	 	Participation	 
	The Borrower	 	Common	 	 	77,516,554	 	 	 	99	%
	Merqueo International	 	Common	 	 	9,900	 	 	 	1	%
	Total	 	 	 	 	77,526,454	 	 	 	100	%







 




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		(2)	Merqueo
International.



 


	Shareholder	 	Type of Share	 	Number of Shares	 	 	Participation	 
	The Borrower	 	Common	 	 	1,000,000	 	 	 	100	%





 


		(3)	Merqueo
Mexico.





 


	Shareholder	 	Type of Share	 	Number of Shares	 	 	Participation	 
	The Borrower	 	Common	 	 	246,331,597	 	 	 	98.47	%
	Merqueo International	 	Common	 	 	3,839,017	 	 	 	1.53	%
	Total	 	 	 	 	250,170,714	 	 	 	100	%





 


(ii)
The Borrower (and, if applicable, Merqueo International) has good, legal, and valid title to all of its Subsidiaries’
shares, free of all Liens other than Permitted Liens.


 


(iii) Other than its direct
or indirect ownership of Merqueo Brazil, Merqueo International, and Merqueo Mexico and any Subsidiaries formed after the Effective Date
in accordance with Section 5.2.14 (Negative Covenants), neither the Borrower nor any of its Subsidiaries holds, directly or indirectly,
any Share Capital or Equity Rights of any other Person.


 


3.1.25 No Omissions. No representation
or warranty in this Article 3 (Representations and Warranties) omits any matter the omission of which makes such representation
or warranty misleading.


 


Section 3.2 Acknowledgment
and Warranty.


 


The Borrower acknowledges that it makes the representations
and warranties contained in Section 3.1 (Representations and Warranties) with the intention of inducing IDB Invest to enter into
this Agreement and the other Financing Documents and that IDB Invest has entered into this Agreement and the other Financing Documents
on the basis of, and in full reliance upon, each such representations and warranties.


 


ARTICLE 4


 


Conditions Precedent to Disbursement


 


Section 4.1 Conditions
Precedent to First Disbursement.


 


The first Disbursement is subject to the fulfillment
in form and substance, and in a manner, satisfactory to IDB Invest, not later than three (3) Business Days prior to the applicable Disbursement
Date of the following conditions; provided, that any condition that is specified to be required to be met on the Disbursement Date
shall be satisfied on or before the Disbursement Date as a condition to the making of the Disbursement to be made on such date:


 


4.1.1 Organizational Documents; Corporate Resolutions;
Incumbency. IDB Invest has received a certificate from the Borrower substantially in the form of Exhibit 2 ( Form of Borrower’s
Certificate Regarding Organizational Documents/Corporate Resolutions) signed by an Authorized Representative of the Borrower and each
Guarantor and dated as of the date of the relevant Disbursement Request and attaching all required documents.


 




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Loan Number 13814-01


CONFIDENTIAL


 


4.1.2 Environmental and Social. The conditions in Section 3
(E&S Conditions Precedent to First Disbursement) of Annex 2 (Environmental and Social Provisions) have been satisfied.


 


4.1.3 Legal Opinions. IDB Invest has received a legal opinion
dated as of the first Disbursement Date and addressed to each Senior Lender from:


 


(i)
the Borrower’s in-house legal counsel, substantially in the form attached as Exhibit 8 (Form of Borrower’s Legal Opinion);


 


(ii)
Gómez-Pinzón Abogados S.A.S., the Borrower’s Country counsel to the Senior Lenders, in form and substance acceptable
to IDB Invest;


 


(iii)
Becker, Glynn, Muffly, Chassin & Hosinski LLP, New York counsel to the Senior Lenders, in form and substance acceptable to IDB Invest;


 


(iv)
Barbosa, Müssnich e Aragão Advogados, Brazil counsel to the Senior Lenders, in form and substance acceptable to IDB Invest
(but which shall not cover the enforceability of the Guarantee Agreement); and


 


(v)
Mijares Angoitia Cortés y Fuente, S.C., Mexico counsel to the Senior Lenders, in form and substance acceptable to IDB Invest (but
which shall not cover the enforceability of the Guarantee Agreement).


 


4.1.4 Financial Statements. IDB Invest
has received the Financial Statements referred to in Section 3.1.8(i) (Financial Statements).


 


4.1.5 Financing Documents. Each Financing
Document has been duly authorized and executed and delivered by all parties thereto and is in full force and effect in accordance with
its terms, and all formalities required in the Borrower’s Country for the validity and enforceability of this Agreement and the
other Financing Documents (including any necessary translation (sworn or otherwise), notarization, consularization, apostille or legalization,
registration, recording or filing with any court, registry or other Authority in the Borrower’s Country) have been or will be accomplished
prior to the first Disbursement Date.


 


4.1.6 IDB Invest Board Approval. The Board
of Executive Directors of IDB Invest has approved the IDB Invest Loan.


 


4.1.7 Security. The Security has been duly
created and perfected; the Security Documents have been duly executed and, if required, have been registered in the appropriate public
registry, creating valid and enforceable first priority Liens over the Secured Property, and the Secured Property shall be satisfactory
in form and substance to IDB Invest.


 


4.1.8 Process Agent . IDB Invest has received
(i) a letter substantially in the form of Exhibit 3 (Form of Borrower’s Service of Process Letter) relating to the
appointment by the Borrower and each Guarantor of an agent for service of process acceptable to IDB Invest and (ii) in respect of Merqueo
Mexico only, a notarial power of attorney for acts of administration to such Process Agent (in form and substance satisfactory to IDB
Invest), together with evidence of such Process Agent’s unconditional acceptance of such appointment and power of attorney to act
as such until the date that is six (6) months after the Loan Final Maturity Date.


 




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Loan Number 13814-01


CONFIDENTIAL


 


4.1.9 Authorization to Auditor. IDB Invest
has received a copy of the authorization to the Auditor, substantially in the form of Exhibit 4 (Form of Authorization to Auditor),
signed by an Authorized Representative of the Borrower and countersigned by the Auditor (to the extent such Auditor is willing to countersign
the same, after the Borrower has made commercially reasonable efforts to request such countersignature).


 


4.1.10 BlaO Loan Disbursement.


 


(i)
BlaO has made disbursement(s) of the BlaO Loan to the Borrower in an aggregate amount of at least eight million Dollars ($8,000,000);
and


 


(ii)
the Borrower has simultaneously requested a disbursement of the BlaO Loan under the BlaO Loan Agreement which, when added to the prior
disbursement(s) of the BlaO Loan, will result in an aggregate principal amount outstanding of the BlaO Loan equal to at least sixteen
million Dollars ($16,000,000).


 


4.1.11 Series C+ Investment; Note Conversion.
(i) The investment in the Series C+ Preferred Shares of the Borrower under the Subscription Agreement among the Borrower, IDCV MERQUEO
FUEL K/S and the other parties thereto dated as of October 25, 2021 has been consummated in all material respects in accordance with its
terms, with aggregate proceeds received by the Borrower equal to at least thirty-six million two hundred fifty thousand Dollars ($36,250,000);
and (ii) the Borrower does not have any convertible instruments outstanding.


 


4.1.12 Certain Corporate Matters. (i) Merqueo
Brazil and Merqueo Mexico have concluded their respective capitalization processes and, if requested by IDB Invest, it has received satisfactory
evidence thereof; and (ii) the organizational documents of Merqueo Mexico have been amended, in form and substance satisfactory to IDB
Invest, in order to permit Merqueo Mexico to enter into the Guarantee Agreement and the BlaO Guarantee Agreement.


 


Section 4.2 Conditions
Precedent to All Disbursements.


 


All Disbursements (including, except where otherwise
stated, the first Disbursement) are subject to the fulfillment in form and substance, and in a manner, satisfactory to IDB Invest, not
later than three (3) Business Days prior to the applicable Disbursement Date of the following conditions; provided, that any condition
that is specified to be required to be met on the Disbursement Date shall be satisfied on or before the Disbursement Date:


 


4.2.1 Disbursement Request. IDB Invest
has received a Disbursement Request with respect to such Disbursement in accordance with Section 2.2 (Disbursement Procedure) certifying
as to the intended use of proceeds, which shall comply with Section 5.1.1 (Use of Proceeds) and the satisfaction of all applicable
conditions to Disbursement.


 


4.2.2 No
Default. No Default exists or will occur as a result of the making of such Disbursement.


 


4.2.3 Representations and Warranties. All
representations and warranties made by the Borrower in Article 3 (Representations and Warranties) are true and correct with reference
to the facts and circumstances existing on the date of the applicable Disbursement Request and on the applicable Disbursement Date, with
the same effect as if made on each such date, after giving effect to the proposed Disbursement to be made on such date; provided,
that references to Financial Statements shall be deemed to refer to the most recent Financial Statements delivered to IDB Invest as of
such date; provided further, that references to the Subsidiaries under Section
3.1.24 (Subsidiaries) shall be deemed to include any existing Subsidiaries formed after the Effective Date in compliance with Section
5.1.14 (Subsidiaries).


 




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Loan Number 13814-01


CONFIDENTIAL


 


4.2.4 Fees and Expenses. The Borrower has
paid: (i) all fees due prior to or as of the relevant Disbursement Date pursuant to any Fee Letter or other Financing Document, and IDB
Invest has been reimbursed for all Costs, (ii) all fees and expenses of IDB Invest’s legal counsels, and (iii) any other fees and
expenses required by any Financing Document to be reimbursed by the relevant Disbursement Date, or the Borrower has made arrangements
satisfactory to IDB Invest that such payments will be made.


 


4.2.5 Subsequent Legal Opinions. If IDB
Invest requests, IDB Invest has received in form and substance acceptable to IDB Invest a legal opinion or opinions from counsel acceptable
to IDB Invest covering such matters as IDB Invest may reasonably require.


 


4.2.6 Material Adverse Effect. Since the
Effective Date, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect.


 


4.2.7 Environmental and Social. All conditions
set forth in Section 4 ( E&S Conditions Precedent to All Disbursements) of Annex 2 (Environmental and Social Provisions)
have been satisfied.


 


4.2.8 Financial Covenants. The
Borrower shall be in compliance with Section 5.1.13 (Financial Covenants) after taking into account the amount of the Disbursement
to be made and any other Debt incurred by the Borrower and any capital contribution made after the date of the latest Financial Statements
provided pursuant to Section 5.3.1 (Audited Annual Financial Statements) or Section 5.3.2 (Unaudited Quarterly Financial Statements).


 


4.2.9 Notes. On or before the applicable
Disbursement Date, the Borrower shall have duly executed and delivered to IDB Invest a Note in the amount of the requested Disbursement
dated as of such Disbursement Date which, when delivered, shall constitute a título ejecutivo under the Applicable Laws
of the Borrower’s Country.


 


4.2.10 Authorizations. Except as disclosed
in Schedule 3.1.4, all Relevant Authorizations are in full force and effect and copies thereof have been delivered to IDB Invest if requested.


 


4.2.11 Key Performance Indicators. The Borrower is in compliance
with the Key Performance Indicators.


 


4.2.12 Colombian Central Bank Registration.
In accordance with Applicable Law, the relevant Disbursement has been registered with the Colombian Central Bank (Banco de la República)
(or evidence that such registration has been initiated on or before the proposed Disbursement Date has been delivered to IDB Invest).


 


ARTICLE 5


 


Covenants


 


Section 5.1 Affirmative
Covenants.


 


The Borrower shall, and shall cause each of its Subsidiaries to:


 


5.1.1 Use of Proceeds. Cause
the proceeds of the IDB Invest Loan to be applied exclusively in the Borrower’s Country, Mexico and Brazil, for (i) the
expansion of current operations, whether conducted directly or indirectly through any of the Guarantors, (ii) working capital needs,
(iii) capital expenditures needs, and (iv) in the case of the Interest Reserve
Amount, payments of interest on the Loan, all in accordance with Applicable Law and the terms of this Agreement; provided, that
the proceeds of all Disbursements shall not be used to finance activities listed in the List of Excluded Activities.


 




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Loan Number 13814-01


CONFIDENTIAL


 


5.1.2 Existence; Continuing Engagement in Business.
Maintain its corporate existence and take all reasonable actions necessary to obtain and maintain in full force and effect all Relevant
Authorizations, all Intellectual Property required in connection with its Business and all other rights, privileges and franchises necessary
or desirable in the normal conduct of its Business.


 


5.1.3 Conduct of Business; Compliance with
Applicable Laws. Conduct its business in accordance with prudent industry practice, the Relevant Authorizations and all other Applicable
Laws.


 


5.1.4 Systems; Books and Records. Maintain
an accounting system, a management information system and books of account and other records adequate to reflect accurately and fairly
its financial condition and the results of its operations in conformity with the Accounting Principles, Applicable Law and prudent industry
practice.


 


5.1.5 Access
to Premises and Records. Upon IDB Invest’s request, permit representatives and staff of


 


IDB Invest (including the MICI) to:


 


(i) visit and inspect
any premises where the Borrower’s or any Subsidiary’s business is conducted;


 


(ii)
inspect all facilities, plant and equipment of the Borrower or any Subsidiary and examine and make abstracts and/or reproductions of their
books of account and records, including records pertaining to compliance with Environmental and Social Requirements (as defined in Annex
2 (Environmental and Social Provisions)) and Prohibited Practices; and


 


(iii) have
access to the Borrower’s and its Subsidiaries’ employees, officers, agents, Auditors, contractors and/or subcontractors; provided,
that in the case of MICI, such access shall be for the purpose of carrying out the MICI’s role.


 


5.1.6 Auditor. Maintain an Acceptable Auditor
as its auditor. In the event of any change in the Auditor to another Acceptable Auditor, the Borrower shall deliver to IDB Invest no later
than five (5) Business Days following the Borrower’s appointment of a new Acceptable Auditor, a written notification of such appointment.


 


5.1.7 Ranking of Obligations. Take such
action as may be necessary to ensure that, at all times, the Obligations are senior, direct and unconditional unsubordinated obligations
of the Borrower that rank at least equal in right of payment with all other present and future unsubordinated and unsecured indebtedness
and other obligations of the Borrower, other than those preferred solely by the Applicable Laws of the Borrower’s Country relating
to bankruptcy, insolvency, liquidation or other similar laws of general application.


 


5.1.8 Environmental and
Social Compliance. Comply with Sections 5 (E&S Affirmative Covenants) and 6 (E&S Negative Covenants) of Annex
2 (Environmental and Social Provisions).




 


5.1.9 Cooperation. If IDB Invest notifies
the Borrower that a misrepresentation may have been made with respect to Section 3.1.12 (Absence of Prohibited Practices; Sanctions
Lists), or a breach under Section 5.2.7 (Prohibited Practices), Section 5.2.8 (List of Excluded Activities) or Section
5.3.3(ii)(e) (Information -Notices) has occurred, then
(i) cooperate in good faith with IDB Invest and its representatives in determining whether such misrepresentation or breach has occurred,
(ii) respond promptly (and in any event within five (5) days) with reasonable detail to any notice from IDB Invest relating thereto, and
(iii) upon IDB Invest’s request, furnish documentary support for such response.


 




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Loan Number 13814-01


CONFIDENTIAL


 


5.1.10 Taxes. (i) Pay and discharge all
Taxes imposed upon its Property, income or profits and deduct or withhold all Taxes required to be deducted or withheld and properly pay
such Taxes to the appropriate Authority when required under Applicable Law, provided, that neither the Borrower nor any Subsidiary shall
be required to pay any such Tax which is being diligently contested in good faith by appropriate proceedings with respect to which it
has established adequate reserves; and (ii) file all Tax Returns as and when required by Applicable Law to be filed by it; and (iii) pay
any Tax imposed by any Authority of its jurisdiction of organization or operation, if any, in relation to the execution, delivery, registration,
notarization or enforcement of any Financing Document.


 


5.1.11 Insurance.


 


 (i) Maintain insurance policies with reputable insurers in the ordinary course of business;




 


(ii)
permit IDB Invest to review copies of any insurance policy of the Borrower or any of its Subsidiaries, if reasonably requested by IDB
Invest;


 


(iii)
promptly notify the relevant insurer of any claim by the Borrower under any policy written by that insurer and diligently pursue that
claim, except for immaterial claims where, in the reasonable judgment of the Borrower or any of its Subsidiaries, the cost to pursue such
claim would exceed the amount of such claim; and


 


(iv)
use any insurance proceeds it receives including from IDB Invest as loss payee with respect to any Secured Property for the loss of, or
damage to, any material asset, or to compensate any Person that has suffered a loss, solely (i) to replace or repair that asset, (ii)
pay such Person as applicable or (iii) to prepay the IDB Invest Loan within five (5) Business Days of receipt thereof.


 


5.1.12 Perfection and Maintenance of Security.


 


(i)
With respect to any Security Document entered into after the Effective Date, file for registration no later than five (5) Business Days,
and register no later than ninety (90) days, in each case after the execution thereof, such Security Document at the relevant public registry
in the Borrower’s Country and provide to IDB Invest a copy of evidence of such registration within thirty (30) days of receipt thereof.


 


(ii)
At all times, maintain the Security free and clear of all Liens in accordance with the Security Documents for the sole and exclusive benefit
of the Senior Lenders and, at the request of IDB Invest, perform all acts and make, execute, deliver and file all documents (including,
if applicable, any financing statements, registration statements, continuation statements or other statements) or instruments required
in order to ensure that the Senior Lenders at all times hold a first priority perfected Lien in all Secured Property pursuant to the terms
of the Security Documents, including, at IDB Invest’s request, defending, at the Borrower’s expense, the Senior Lenders’
right, title and interest to the Security and the Secured Property.


 




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Loan Number 13814-01


CONFIDENTIAL


 


5.1.13 Financial Covenants. Maintain at all times the following
ratios (the “Financial Covenants”):


 


(i)
beginning with the second Financial Quarter of the 2023 Financial Year, a Minimum Prospective DSCR of not less than:


 


		(a)	1.20:1 for the second, third and fourth Financial Quarters of the 2023 Financial Year;



 


		(b)	1.25:1 for each Financial Quarter of the 2024 Financial Year; and



 


		(c)	1.30:1 for each Financial Quarter thereafter;



 


(ii)
beginning with the second Financial Quarter of the 2023 Financial Year a Minimum Historical DSCR of not less than 1.30:1; and


 


(iii)
beginning with the fourth Financial Quarter of the 2024 Financial Year, a Maximum Net Debt to Consolidated EBITDA Ratio of not more than:


 


		(a)	3:1 for the fourth Financial Quarter of the 2024 Financial Year;



 


		(b)	2.5:1 for each Financial Quarter of the 2025 Financial Year; and



 


		(c)	2:1 for each Financial Quarter thereafter.



 


For any determination date for which Financial
Statements are not available, the Borrower shall calculate its compliance with this Section 5.1.13 on such date based on documentation
available to it (including financial records, reports and any other documents acceptable to IDB Invest), which calculations and documenting
basis shall be provided to IDB Invest upon its request.


 


5.1.14 Beneficial Ownership. Cooperate
with and support IDB Invest’s efforts to obtain beneficial ownership information from upstream holders of Share Capital of the Borrower.


 


5.1.15 Compliance with Laws against Money Laundering
and Combating the Financing of Terrorism. Adopt and comply with internal policies, procedures, and controls for AML/CFT that, to IDB
Invest’s satisfaction, are in compliance with Applicable Law and consistent with its business and customer profile and international
AML/CFT best practices.


 


5.1.16 Most Favored Lender. If the Borrower
or any Subsidiary enters into, amends or modifies documents evidencing or governing Debt (other than (i) Debt permitted under Section
5.2.12 (Permitted Financial Debt), (ii) Debt incurred under convertible note instruments issued in connection with equity fundraising,
(iii) Debt extended to a Subsidiary of the Borrower by the Borrower or another Subsidiary of the Borrower, or (iv) if a SPAC Transaction
is consummated, Debt extended to the Borrower or a Subsidiary of the Borrower by the Borrower’s holding company) to which the Borrower
or any Subsidiary is bound that contain, or are amended and modified to contain: (a) any covenant, event of default or remedy that is
not provided for in this Agreement or any other Financing Document, or (b) any covenant or Event of Default that is more restrictive than
the same or similar covenant or event of default provided in this Agreement or any other Financing Document (any or all of the foregoing,
collectively, “Most Favored Lender Provisions “), the Borrower shall, at IDB Invest’s option and promptly upon
request, execute an amendment to this Agreement, in form and substance satisfactory to IDB Invest, to include such Most Favored Lender
Provisions.


 




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Loan Number 13814-01


CONFIDENTIAL


 


5.1.17 Amendment to Merqueo
Brazil’s Organizational Documents. Ensure that, within thirty (30) days following the first Disbursement Date hereunder,
the Amendment to Merqueo Brazil’s Organizational Documents, in form and substance satisfactory to IDB Invest, is duly adopted
and approved by the shareholders of Merqueo Brazil and duly registered with the Board of Trade of the State of São Paulo
(Junta Comercial do Estado de São Paulo) in due course and, in case the Board of Trade of the State of São
Paulo (Junta Comercial do Estado de São Paulo) presents any additional requirements (exigências) in
connection with such registration, duly and timely comply with any such additional requirements (exigências), so that
at all times the original filing number of the Amendment to Merqueo Brazil’s Organizational Documents will be in place to
ensure that the effects of such registration are retroactive to the date of the Amendment to Merqueo Brazil’s Organizational
Documents.


 


5.1.18 Relevant Authorizations. Within
the applicable time periods indicated in Schedule 3.1.4, obtain the Authorizations described in Schedule 3.1.4 and provide evidence thereof
to IDB Invest.


 


5.1.19 Compliance with the Corporate Governance
Action Plan. Adopt and comply with the Corporate Governance Action Plan within the relevant time periods set forth in Schedule 8 (Corporate
Governance Action Plan).


 


Section 5.2 Negative
Covenants.


 


The Borrower shall not, and shall cause each of its Subsidiaries not
to:


 


5.2.1 Limitation
on Restricted Payments. Make any Restricted Payment unless:


 


 (i) such Restricted Payment is made after the date of the First Repayment Date;




 


(ii)
no Default has occurred and is continuing or would exist after giving effect to such Restricted Payment;


 


(iii)   the Borrower is, and, after giving effect to such Restricted Payment, would be, in compliance with Section 5.1.13 (Financial Covenants);
and


 


(iv)
in the case of dividends, distributions on the Share Capital of the Borrower (other than dividends or distributions payable in shares
of the Borrower) or any payment of subordinated debt, such Restricted Payment is made from net income of the current Financial Year or
retained earnings (excluding any amount resulting from the revaluation of any of the Borrower’s assets); provided, that,
for the avoidance of doubt, the foregoing shall not restrict Subsidiaries of the Borrower from making Restricted Payments to the Borrower.


 


5.2.2 No Liens. Create, or permit to exist:
(i) any Liens over any of its Property (including Intellectual Property, the Share Capital of its Subsidiaries, or any trade accounts)
other than Permitted Liens; or (ii) any Lien over any of the Borrower’s Share Capital, to the extent any such Lien is created in
connection with the incurrence of debt financing for the benefit of the Borrower or any of its Subsidiaries (or, if a SPAC Transaction
is consummated, for the benefit of the Borrower’s holding company).


 


5.2.3 Maintenance
of Existence; Fundamental Changes to the Borrower.


 


(i)
Change its legal form or amend or modify its organizational documents in any manner that materially and adversely affects IDB Invest’s
rights or remedies under the Financing Documents; and


 


(ii)
Undertake or permit any merger, consolidation, spin-off or reorganization unless: (a) it shall be the surviving entity; and (b) immediately
prior to or after giving effect to such transaction (and treating all liabilities assumed as a result of
such transaction as having been incurred by it at the time of such transaction), no Default shall exist.


 




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Loan Number 13814-01


CONFIDENTIAL


 


5.2.4 Affiliate Transactions. Enter into
any transaction, including the purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (an Affiliate
Transaction), other than transactions entered into in the ordinary course of its business on fair and reasonable terms substantially
as favorable to the Borrower as those that might be obtained in a comparable arms-length transaction at the time from a Person who is
not an Affiliate.


 


5.2.5 Scope of Business. Change the nature
or scope of the Business as of the date hereof, other than businesses reasonably related or ancillary to the Business.


 


5.2.6 Accounting Changes. Change its Financial
Year or make or permit any change in accounting policies or reporting practices, except as required to comply with the Accounting Principles
or Applicable Law.


 


5.2.7 Prohibited Practices. Commit, engage
in, or be involved with (or authorize or permit any Affiliate or any other Person acting on its behalf to commit, engage in, or be involved
with) any Prohibited Practice with respect to any transaction contemplated by any Financing Document.


 


5.2.8 List of Excluded Activities. Engage
in, or be involved with, any activity included in the List of Excluded Activities.


 


5.2.9 Sanctions Lists. Be included on any
Internationally Recognized Sanctions Lists or the IDB Group List of Sanctioned Firms and Individuals.


 


5.2.10 Limitation on Transfer of Intellectual
Property. Sell, lease, transfer or otherwise dispose of any of its Intellectual Property (except for (i) any lease or license entered
into between the Borrower and/or one or more of its Subsidiaries in the ordinary course of business and (ii) any license entered into
between the Borrower and/or one or more third parties in connection with the services provided by the Borrower to its customers in the
ordinary course of business).


 


5.2.11 No Restriction of Dividends. Directly
or indirectly, create or otherwise permit to exist or become effective any restriction on the ability of any Subsidiary of the Borrower
to: (i) pay dividends or make any other distributions on its capital stock or any other equity interest directly or indirectly owned by
the Borrower; or (ii) pay any Financial Debt owed to the Borrower or any of its Subsidiaries; or (iii) make loans or advances to the Borrower
or any of its Subsidiaries except under or by reason of Applicable Laws.


 


5.2.12 Permitted Financial Debt. Incur, assume or permit to
exist any Financial Debt other than:


 


 (i) the Senior Loans;




 


(ii) Financial
Debt in the form of a convertible notes entered into between the Borrower and equity investors, so long as each such convertible
note: (a) has an original term of no more than eighteen (18) months; and (b) is mandatorily convertible into Share Capital at the
conclusion of such term;




 


 (iii) Financial Debt incurred in respect of the Warehouse Leases;




 


 (iv) until December 31, 2024:




 




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Loan Number 13814-01


CONFIDENTIAL


 


		(a)	Financial Debt incurred in respect of leases of refrigerators and racks, in an aggregate amount outstanding
at any one time not to exceed three million five hundred thousand Dollars ($3,500,000) or the equivalent thereof in any other currency;
and



 


		(b)	Financial Debt incurred under working capital lines of credit secured by Cash accounts, in an aggregate
amount outstanding at any one time not to exceed two million Dollars ($2,000,000) or the equivalent thereof in any other currency; and



 


 (v) after December 31, 2024, Financial Debt so long as the Borrower remains in compliance with Section 5.1.13 (Financial Covenants) before and after the incurrence of such Financial Debt.




 


For the avoidance of doubt, this Section 5.2.12
(1) does not modify, and is without prejudice to the compliance obligations in respect of, the Financial Covenants and (2) does not apply
to trade accounts in the ordinary course of business payable within ninety (90) days.


 


5.2.13 Prepayment of BlaO Loan. Make any
prepayment of the BlaO Loan after the third (3rd) anniversary of the Effective Date unless the Borrower simultaneously prepays the IDB
Invest Loan on a pro rata basis in accordance with Section 2.4.1 (Voluntary Prepayments).


 


5.2.14 Subsidiaries. Form or own any Subsidiaries
(excluding the Guarantors) or otherwise acquire or own any portion of the Share Capital of any other Person, except that the Borrower
may form additional Subsidiaries so long as: (i) prior notice is given thereto to IDB Invest; (ii) such Subsidiary enters into a guarantee
of the Obligations, substantially similar to the Guarantee Agreement and in form and substance satisfactory to IDB Invest; (iii) a pledge
over the Share Capital of such newly-formed Subsidiary is granted to the Senior Lenders to secure the Obligations and the corresponding
amounts due in respect of the IDB Invest Loan, in form and substance satisfactory to IDB Invest; and (iv) IDB Invest has received such
legal opinions as it may require in connection with the foregoing, including in respect of the enforceability of the above-described guarantee
and share pledge.


 


Section 5.3 Information.


 


The Borrower shall deliver to IDB Invest:


 


5.3.1 Audited
Annual Financial Statements.


 


(i)
As soon as available but in any event by June 15, 2022, one (1) copy of the Borrower’s Consolidated, and each of its Subsidiaries’
unconsolidated, audited Financial Statements for the 2021 Financial Year setting forth in comparative form the corresponding figures for
the 2020 Financial Year and all associated notes to such statements; and


 


(ii)
as soon as available but in any event within ninety (90) days after the end of each Financial Year thereafter, one (1) copy of the Borrower’s
Consolidated, and each of its Subsidiaries’ unconsolidated, audited Financial Statements for such Financial Year setting forth in
comparative form the corresponding figures for the previous Financial Year and all associated notes to such statements.


 


5.3.2 Unaudited
Quarterly Financial Statements. As soon as available but in any event within forty-five


(45)  days after
the end of each of the four (4) Financial Quarters of each Financial Year: (i) one (1) copy of the unaudited Financial Statements of the
Borrower (on a Consolidated Basis) and each of its Subsidiaries (on an unconsolidated basis) for the Financial Quarter most recently ended
as of such date setting forth in comparative form the corresponding figures for
the corresponding periods of the previous Financial Year and all associated notes to such statement; and (ii) a certificate of an Authorized
Representative of the Borrower substantially in the form of Exhibit 6 (Form of Borrower’s Quarterly Certificate),
which shall include an explanation of the key operating variables and calculations in reasonable detail demonstrating compliance with
the Financial Covenants substantially in the form of Exhibit 7 (Form of Financial Ratios Compliance Certificate), or detailing
any non-compliance.


 




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5.3.3 Notices.


 


(i)
Within five (5) days after receipt (or delivery) by the Borrower or any Subsidiary, copies of all material notices from (or to) any Authority
or otherwise related to or affecting the Borrower or any Subsidiary, the IDB Invest Loan, the use of Loan proceeds, or the Borrower’s
or any Subsidiary’s ability to perform its obligations hereunder or under any other Financing Documents, including notices from
any Authority seeking to terminate, revoke, suspend or cancel any Relevant Authorization of the Borrower, together with copies of such
notices, if written.


 


(ii)
Promptly (and in any event within five (5) days) upon becoming aware of the occurrence thereof, notice of:


 


		(a)	any Default, specifying the nature thereof and any steps the Borrower is taking to remedy it;



 


		(b)	any Mandatory Prepayment Event;



 


		(c)	any Action (commenced or ongoing) that has had or could reasonably be expected to have a Material Adverse
Effect, specifying the nature of the proceedings and the steps the Borrower is taking or proposes to take with respect thereto;



 


		(d)	any actual or proposed material change in the business or operations of the Borrower;



 


		(e)	any Prohibited Practice by the Borrower, its Affiliates, or any Person acting on its behalf with respect
to the IDB Invest Loan or any transaction contemplated by this Agreement, or any other Financing Document, or the imposition by any international
financial institution of any sanction on the Borrower or any Subsidiary for any Prohibited Practice, including any information in its
possession concerning such situation;



 


		(f)	the commencement of any steps taken in connection with, or in anticipation of: (1) a SPAC Transaction,
any material developments relating thereto, and the conclusion of any such SPAC Transaction; or (2) the listing of the Borrower’s
or its parent company’s Share Capital on a U.S. securities exchange registered with the U.S. Securities and Exchange Commission
and any material developments relating thereto; and



 


		(g)	any other event or condition that has had or could reasonably be expected to have a Material Adverse Effect
and the steps the Borrower or the relevant Subsidiary is taking to remedy it.



 


5.3.4 Communications with Auditor. Promptly upon
the Borrower’s receipt thereof, a copy of any management letter or other material communication sent by the Auditor (or any
other accountants retained by the Borrower or any Subsidiary) to the Borrower
or any Subsidiary in relation to the Borrower’s or any Subsidiary’s financial, accounting, management information or other
systems, policies, management or accounts (if not otherwise delivered under this Section 5.3).


 




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5.3.5 Development
Indicators.


 


(i)
Within forty-five (45) days after the end of each Financial Year, deliver a report on development indicators for such Financial Year in
the form of, and with the information listed in, Schedule 3 (Development Indicators); and


 


(ii)
upon the full prepayment or repayment of the IDB Invest Loan, no later than the date of the relevant prepayment or repayment, an updated
report in the form of, and with the information and addressing the topics listed in, Schedule 3 (Development Indicators).


 


5.3.6 Beneficial Ownership Information.
Provide to IDB Invest, at least annually, and at IDB Invest’s request, updated information regarding the direct and indirect ownership
of the Borrower to the extent such information is made available to the Borrower by its equity owners (and, in connection therewith, the
Borrower shall use its best efforts to procure the disclosure of such information from its equity owners).


 


5.3.7 Founders’ Agreements. Provide
to IDB Invest, as soon as available, and at IDB Invest’s request, copies of any and all of the Founders’ employment or services
agreements.


 


5.3.8 Board Presentations. Provide to IDB
Invest, as soon as it is available after the end of each Financial Quarter and each Financial Year, and at IDB Invest’s request,
the management statements and presentations delivered to the board of directors of the Borrower showing the financial performance of the
Borrower and its Subsidiaries, to the extent that disclosing such information does not create a conflict of interest for the Borrower
or would constitute a breach the Borrower’s confidentiality obligations (as reasonably determined by the Borrower based on knowledgeable
advice from legal counsel).


 


5.3.9 Amendment to Merqueo Brazil’s Organizational
Documents. Provide to IDB Invest, as soon as available, but no later than twenty (20) days following the date of the Amendment to
Merqueo Brazil’s Organizational Documents, a true, correct, complete and fully-executed copy of the Amendment to Merqueo Brazil’s
Organizational Documents, together with evidence of its proper filing with the Board of Trade of the State of São Paulo (Junta
Comercial do Estado de São Paulo).


 


5.3.10 Additional Information. Such information
as IDB Invest may reasonably request with respect to the Borrower or any Subsidiary, its Property, the IDB Invest Loan and the Borrower’s
and each Subsidiary’s performance of its obligations under the Financing Documents.


 


Section 5.4 Environmental and Social. The
Borrower shall deliver to IDB Invest the information required in Section 5 (E&S Information Covenants) of Annex 2 (Environmental
and Social Provisions).


 


ARTICLE 6


 


Events of Default


 


Section 6.1 Events
of Default.


 


It shall be an Event of Default if:


 


6.1.1 Failure
to Pay or Perform under Financing Documents.


 


(i)
The Borrower or any Guarantor fails to pay when due (a) any Obligation, including principal of, or interest on, the IDB Invest Loan, or
(b) any other loan from IDB Invest to the Borrower or any Guarantor (other than the IDB Invest Loan) or any reimbursement obligation in
respect of a guarantee provided by IDB Invest for the Borrower’s or any Guarantor’s benefit.




 




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Loan Number 13814-01


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(ii)
The Borrower or any of its Subsidiaries fails to perform of observe any term, covenant or agreement contained in Section 2.17 (Notes),
Section 5.1.1 (Use of Proceeds), Section 5.1.2 (Existence; Continuing Engagement in Business), Section 5.1.7 (Ranking
of Obligations), Section 5.1.8 (Environmental and Social Compliance), Section 5.2 (Negative Covenants) and Section 5.3.3
(Notices).


 


(iii)
The Borrower or any of its Subsidiaries fails to comply with any of its other obligations contained in this Agreement or any other Financing
Document or any other agreement between the Borrower and IDB Invest (other than an obligation referred to elsewhere in this Section 6.1);
provided, that if capable of being cured, such failure has continued for thirty (30) days after the earlier of (a) notice of such
failure to comply being provided by IDB Invest or (b) the date on which the Borrower or such Subsidiary becomes, or should have become,
aware of such failure; provided further, that, for the avoidance of doubt, no cure period shall apply if in the determination of
IDB Invest, such failure has had or could reasonably be expected to have a Material Adverse Effect.


 


(iv)
Any Financing Document or any material term thereof (a) is revoked, becomes void or ceases to be in full force and effect and enforceable,
(b) becomes unlawful, (c) is repudiated by any party thereto or (d) has its legality, validity or enforceability challenged by any Person.


 


6.1.2 Failure to Pay or Perform with respect
to the BlaO Loan. (i) The Borrower fails to pay the BlaO Loan or fails to perform any of its obligations when due or as required under
the BlaO Loan Agreement and any such failure continues for more than any applicable period of grace or (ii) the BlaO Loan is accelerated,
becomes subject to mandatory prepayment or redemption or, prior to its stated maturity, otherwise becomes due or is placed on demand.


 


6.1.3 Failure to Pay or Perform with respect
to Other Debt. (i) The Borrower or any Subsidiary fails to pay any Debt (other than the Obligations) or fails to perform any of its
obligations when due or as required under any agreement pursuant to which there is any outstanding Debt (other than the Obligations or
any Debt described in subclause (i)(b) of Section 6.1.1 and in Section 6.1.2) and any such failure continues for more than any applicable
period of grace, or (ii) any Debt of the Borrower or any Subsidiary (other than the Obligations or any Debt described in subclause (i)(b)
of Section 6.1.1 and in Section 6.1.2) is accelerated, becomes subject to mandatory prepayment or redemption or, prior to its stated maturity,
otherwise becomes due or is placed on demand.


 


6.1.4 Misrepresentation. Any representation
or warranty made by the Borrower or any Subsidiary in any Financing Document or in any document delivered thereunder is found to have
been incorrect or misleading in any material respect when made or deemed made (other than in respect of representations and warranties
that were already conditioned as to materiality, in which case, any such representation and warranty is found to have been incorrect or
misleading in any respect when made or deemed made).


 


6.1.5 Expropriation. Any
Authority (i) condemns, nationalizes, confiscates or otherwise expropriates, intervenes, or assumes control of all or any
substantial part of the Property of the Borrower or of any Subsidiary or of its Share Capital or commences a proceeding in
furtherance of any of the foregoing, or (ii) takes any action that would dissolve the Borrower or any Subsidiary, prevent the
Borrower or any Subsidiary from carrying on all or a substantial part of its business or limit the Borrower’s ability to
fulfill its obligations hereunder or under any other Financing Documents.


 




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6.1.6 Insolvency
Events. Any Insolvency Event occurs.


 


6.1.7 Attachment; Judgments. (i) An attachment
or analogous process is levied or enforced against any Property of the Borrower or any Subsidiary, or (ii) a final judgment, order or
arbitral award is rendered against the Borrower or any Subsidiary or any of its Property, and such attachment, process, judgment, order
or arbitral award is for an amount in excess of the equivalent of one million Dollars ($1,000,000).


 


6.1.8 Failure to Maintain Relevant Authorizations.
Any Relevant Authorization ceases to be in full force and effect and is not restored within thirty (30) days.


 


6.1.9 Material Adverse Effect. Any event
occurs or any condition exists that, in the opinion of IDB Invest, has had, or could reasonably be expected to have, a Material Adverse
Effect.


 


6.1.10 Moratorium. Any Authority of the
Borrower’s Country or a Guarantor’s country declares any general payment delay, refusal to pay or acknowledge a payment obligation
or repudiation or other action (whether or not formally announced), which in any such case, (i) relates to its debts or debts or any category
of debts of borrowers in the relevant country not to be paid in accordance with their terms or (ii) prevents the availability of foreign
exchange to the Borrower or any Guarantor for the purpose of performing any material obligation under this Agreement or any other Financing
Document to which it is a party.


 


6.1.11 Security . IDB Invest ceases to
hold for its sole and exclusive benefit a valid first priority perfected security interest in any part of the Security.


 


6.1.12 Abandonment; Interruption. The Borrower
or any Guarantor ceases to carry on the Business for more than thirty (30) continuous days.


 


Section 6.2 Remedies.


 


If an Event of Default occurs and is continuing,
IDB Invest may, by written notice to the Borrower take any or all of the following actions:


 


 (i) suspend or terminate the IDB Invest Loan Commitment;




 


(ii)
declare the IDB Invest Loan, or such part of the IDB Invest Loan as is specified in the notice (with accrued interest thereon), and all
other Obligations to be immediately due and payable (in the case where all Obligations are declared due and payable pursuant to this clause
(ii), the Borrower acknowledges and agrees that, for purposes of Section 2.4.3(i) (Prepayment Fees and Costs), the payment thereof
shall be deemed a prepayment subject to the prepayment fee described in Section 2.4.3(i)); and


 


(iii)
exercise any other remedies that may be available to IDB Invest under any Financing Document or Applicable Law.


 


Section 6.3 Bankruptcy.


 


If any Insolvency Event occurs with respect to
the Borrower, then (i) the IDB Invest Loan Commitment shall be automatically terminated, and (ii) all Obligations arising under this Agreement
shall be automatically and immediately due and payable without any presentment, demand, protest or notice of any kind, all of which the
Borrower hereby expressly waives (in the case where all Obligations become due and payable pursuant to this Section 6.3, the Borrower
acknowledges and agrees that, for purposes of Section 2.4.3(i) (Prepayment Fees and Costs), the payment thereof shall be deemed
a prepayment subject to the prepayment fee described in Section 2.4.3(i)).


 




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Loan Number 13814-01


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ARTICLE 7


 


Miscellaneous


 


Section 7.1 Notices.


 


Any notice, request, demand, approval or other
communication to be issued under this Agreement or any other Financing Document shall be in writing. Subject to Section 7.10.4 (Applicable
Law and Jurisdiction), any notice, request, demand or other communication may be delivered by hand, certified or registered airmail,
internationally recognized courier service, or email. Notices shall be deemed to have been given when received; provided, that
email delivery shall be effective only upon receipt of an acknowledgment from the intended recipient such as by the “return receipt
requested” function, as available, reply email or other written acknowledgment; provided further, that IDB Invest may at
any time require that any notice delivered by email be confirmed by any other means described herein to the party’s address specified
below or at such other address as such party shall have designated by notice to the other party hereto and shall be effective upon receipt.


 


For the Borrower:


 


Merqueo S.A.S.


Carrera 97A No 9A-50


Bogotá, Colombia


Attention: Miguel Mc Allister


 


Alternative address for communications by electronic mail:


miguel@merqueo.com


 


With a copy (which does not constitute notice) to:


jmgarcia@merqueo.com


 


For IDB Invest:


 


Inter-American Investment Corporation


1350 New York Avenue, N.W.


Washington D.C. 20577


United States of America


Attention: Portfolio Management Division, Investment Operations
Department


 


Alternative address for communications by electronic mail:


monitor@iadb.org


 


Section 7.2 English
Language.


 


All documents to be furnished or communications
to be made under this Agreement or any other Financing Document shall be in the English language and, where any original version of any
such document or communication is not in English, shall, if requested by IDB Invest, be accompanied by an English translation certified
by an Authorized Representative of the Borrower to be a true and correct translation of the original. IDB Invest may obtain an official
or non-official English or Spanish translation of any Financing Document or any other document or communication received or prepared in
any other language at the Borrower’s expense. IDB Invest may
deem any such translation provided by the Borrower or otherwise obtained by IDB Invest to be the governing version.


 




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Section 7.3 Indemnity;
Waiver of Consequential Damages.


 


7.3.1 The Borrower shall indemnify
and hold harmless IDB Invest and its officers, directors, agents, employees, representatives, attorneys, Affiliates, successors and
assigns (collectively, the “Indemnified Persons”) from and against any and all claims, actions, investigations,
proceedings, suits, judgments, demands, damages (including foreseeable and unforeseeable compensatory damages and punitive claims),
losses, liabilities (including liabilities for penalties), costs and expenses of any nature or kind whatsoever, whether actual or
prospective, and regardless of whether any Indemnified Person is a party thereto, including all court costs and reasonable fees and
disbursements of counsel on a full indemnity basis, arising out of or in connection with: (i) the execution, delivery or enforcement
of, or the performance of any transaction contemplated under, this Agreement or any other Financing Document; (ii) the IDB Invest
Loan or the use of Loan proceeds; (iii) any Transaction Taxes or Other Taxes arising in connection with payments made under any
Financing Document and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with
respect thereto; (iv) any misrepresentation or omission with respect to the information provided to IDB Invest in connection with
the IDB Invest Loan; or (v) any actual or prospective Action relating to any of the foregoing, whether based on contract, tort or
any other theory and regardless of whether any Indemnified Person is a party thereto (all of the foregoing, collectively, the
“Indemnified Liabilities”); provided, that, the Borrower shall have no obligation hereunder to any
Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such
Indemnified Person as determined by a non-appealable final judgment of a court of competent jurisdiction. The rights granted under
this Section 7.3 are in addition to the rights granted under any other provision of this Agreement, under any other Financing
Document, Applicable Law or otherwise. All amounts due by the Borrower to any Person hereunder shall be due and payable within five
(5) Business Days of demand by such Person. This Section 7.3 shall survive repayment of the Obligations.


 


7.3.2 To the fullest extent permitted by Applicable
Law, the Borrower shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnified
Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any other Financing Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Senior Loan or the use of the proceeds thereof. No Indemnified Person referred
to in Section 7.3.1 shall be liable for any damages arising from the use by unintended recipients of any information or other materials
distributed to such unintended recipients by such Indemnified Person through telecommunications, electronic or other information transmission
systems in connection with this Agreement or any other Financing Documents or the transactions contemplated hereby or thereby.


 


Section 7.4 Successors
and Assigns.


 


7.4.1 This Agreement binds and benefits the respective
successors and assignees of the parties; provided, however, that the Borrower shall not assign or delegate any of its rights or
obligations under this Agreement or any other Financing Document without IDB Invest’s prior written consent. Any assignment or delegation
by the Borrower in violation of this Section 7.4.1 shall be void ab initio.


 


7.4.2 IDB Invest may, without the need of any
notice to or consent from any party or any other action, assign, participate or otherwise allot to one or more Persons (other than any
Person that would qualify as a Competing Business) all or any portion of its rights and obligations under this Agreement, the Notes and
the other Financing Documents.


 




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7.4.3 IDB Invest may not assign at any time, its
rights and obligations under this Agreement or any other Financing Document to any Person that would qualify as a Competing Business;
provided, that if an Event of Default occurs and is continuing, IDB Invest may, without the need of any notice to or consent from
any party or any other action, assign its rights and obligations under this Agreement or any other Financing Document to any Person that
qualifies as a Competing Business (for the avoidance of doubt, without prejudice to IDB Invest’s rights under Section 7.4.2).


 


Section 7.5 Counterparts.


 


This Agreement may be executed in several counterparts,
each of which is an original, and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart
of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective
as delivery of a manually executed counterpart of this Agreement.


 


Section 7.6 Confidential
Information.


 


7.6.1 IDB Invest may disclose any documents or
records of, or information relating to, the Borrower, its Subsidiaries, and their Property, business or affairs to: (i) any Person for
the purpose of exercising any power, remedy, right, authority or discretion relevant to this Agreement or any other Financing Document
including in connection with the defense by IDB Invest of any Action brought by any other party to a Financing Document; (ii) any Person
pursuant to Applicable Law; (iii) any banking or other regulatory or examining authorities (whether governmental or otherwise) pursuant
to and in accordance with whose instructions it and other banks must customarily comply; (iv) the directors, officers, employees, arrangers,
co-lenders, attorneys, consultants, rating agencies, independent auditors and advisors (including any technical, financial and other advisors)
of IDB Invest and BlaO, and their respective affiliates or related Persons; and (v) any Person in connection with any proposed sale, transfer,
assignment, insurance, coverage or other disposition of IDB Invest’s rights under this Agreement or any other Financing Document.


 


7.6.2 The Borrower expressly authorizes IDB Invest
to request from any Person information relating to the Borrower, and the Borrower agrees to hold each such Person harmless and exempt
from any and all liability under Applicable Law in connection with the request for, and disclosure of, such information by such Person.


 


7.6.3 The Borrower acknowledges and agrees that,
notwithstanding any other agreement between the Borrower and IDB Invest, disclosure by any such Person of any documents or records of,
or information relating to, the Borrower, its Property, business or affairs in the circumstances contemplated by this Section 7.6 does
not violate any duty owed to the Borrower by such Person under this Agreement, any other Financing Document or any such other agreement.


 


Section 7.7 Amendment.


 


Any amendment or waiver of, or any consent given
under, this Agreement shall be effective only if in writing and, in the case of any amendment, signed by the Borrower and IDB Invest or
their permitted successors and assigns.


 


Section 7.8 Savings of Rights; Remedies; No Waiver.


 


7.8.1 The rights and remedies of IDB
Invest in relation to any misrepresentation or breach of warranty by the Borrower shall not be prejudiced by any investigation by or
on behalf of IDB Invest into the Borrower’s affairs, by the execution or the performance of this Agreement or by any other act
or thing that may be done by or on behalf of IDB Invest in connection
with this Agreement and that might, apart from this Section 7.8, prejudice such rights or remedies.


 




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7.8.2 No course of dealing or waiver by IDB Invest
in connection with any condition of Disbursement under this Agreement shall impair any right, power or remedy of IDB Invest with respect
to any other condition of Disbursement, or be construed to be a waiver thereof.


 


7.8.3 No course of dealing and no failure or delay
by IDB Invest in exercising, in whole or in part, any power, remedy, discretion, authority or other right under this Agreement or any
other Financing Document shall waive or impair, or be construed to be a waiver of or an acquiescence in, such or any other power, remedy,
discretion, authority or right under this Agreement, or in any manner preclude its additional or future exercise, nor shall the action
of IDB Invest with respect to any default, or any acquiescence by it therein, affect or impair any right, power or remedy of IDB Invest
with respect to any other default. The rights and remedies provided in this Agreement are cumulative and not exclusive of any remedies
provided by Applicable Law.


 


Section 7.9 Severability. Any provision
hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof and without affecting the validity or enforceability of such
provision in any other jurisdiction. Where terms of any Applicable Law resulting in such prohibition or unenforceability may be waived
contractually, they are hereby waived by the parties hereto to the full extent permitted by Applicable Law so that this Agreement may
be deemed valid, binding and enforceable in its entirety in accordance with its terms.


 


Section 7.10 Applicable Law and Jurisdiction.


 


7.10.1 This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York of the United States of America without regard to any conflict of laws
principles thereof that would result in the general application of the law of any other jurisdiction.


 


7.10.2 The Borrower hereby irrevocably and unconditionally
submits, for itself and its Property, to the non-exclusive jurisdiction of the courts of the State of New York sitting in the Borough
of Manhattan and of the United States of America District Court for the Southern District of New York, and any appellate court from any
thereof, in any Action arising out of or relating to this Agreement or any other Financing Document (other than the Notes and any Security
Document) to which the Borrower is a party. Final judgment against the Borrower in any such Action shall be conclusive and may be enforced
in any other jurisdiction including the Borrower’s Country by suit on the judgment, a certified or exemplified copy of which shall
be conclusive evidence of the judgment, or in any other manner provided by Applicable Law.


 


7.10.3 Nothing in this Agreement shall affect
IDB Invest’s right to commence legal proceedings or otherwise sue the Borrower in the Borrower’s Country, in any other appropriate
jurisdiction or concurrently in more than one jurisdiction or to serve process, pleadings and other legal papers upon the Borrower in
any manner authorized by the laws of any such jurisdiction.


 


7.10.4 The Borrower agrees irrevocably to designate,
appoint and empower Registered Agents Inc., with offices at 90 State Street, Suite 700, Office 40, Albany, New York, NY 12207, or such
other Person located in the State of New York that IDB Invest approves is acceptable to it, as the Borrower’s authorized agent (the
” Process Agent”) to receive on its behalf service of legal process in any Action that IDB Invest may bring in respect
of this Agreement or any other Financing Document to which the Borrower is a party in any court specified in Section 7.10.2 above.


 




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7.10.5 The Borrower shall, for so long as this
Agreement is in effect, maintain a duly appointed and authorized agent in the State of New York acceptable to IDB Invest to receive for
and on its behalf service of summons, complaint or other legal process in any Action that IDB Invest may bring in the State of New York
in respect of this Agreement or any other Financing Document to which the Borrower is a party and shall keep IDB Invest advised of the
identity and location of such agent.


 


7.10.6 The Borrower further irrevocably consents
that, if for any reason the Borrower has no authorized agent for service of process in the State of New York, then service of process
may be made out of the courts referred to in Section 7.10.2 by mailing copies thereof by registered United States of America mail to the
Borrower at its address specified in Section 7.1 (Notices). IDB Invest shall also send the Borrower by email a copy of any such
process.


 


7.10.7 Service of process in the manner provided
in this Section 7.10 in any Action shall be deemed personal service, accepted by the Borrower as such, and shall be valid and binding
upon the Borrower for all the purposes of any such Action.


 


7.10.8 The Borrower irrevocably waives, to the
fullest extent permitted by Applicable Law: (i) any objection that it may now or hereafter have to the laying of venue of any Action brought
in any court referred to in this Section 7.10; (ii) any claim that any such Action brought in any such court has been brought in an inconvenient
forum; and (iii) its right of removal of any matter commenced by IDB Invest in the courts of the State of New York to any court of the
United States of America.


 


7.10.9 To the extent that the Borrower may, in
any Action brought in any of the courts referred to in Section 7.10.2, a court of the Borrower’s Country or elsewhere arising out
of or in connection with this Agreement, the Notes or any other Financing Document to which it is a party, be entitled to the benefit
of any provision of law requiring IDB Invest in such Action to post security for the costs of the Borrower or to post a bond or to take
similar action, the Borrower hereby irrevocably waives such benefit to the fullest extent now or hereafter permitted under the Applicable
Law of the jurisdiction in which such court is located.


 


7.10.10 To the extent that the Borrower may be
entitled in any jurisdiction to claim immunity for itself or its Property from any suit, execution, attachment (whether provisional or
final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity
(whether or not claimed) may be attributed to it or its Property, the Borrower irrevocably agrees not to claim and irrevocably waives
such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction.


 


7.10.11 The Borrower hereby acknowledges that
IDB Invest shall be entitled under Applicable Law, including the International Organizations Immunities Act of 1945 (22 U.S.C. §288),
to immunity from a trial by jury in any proceeding arising out of or relating to this Agreement or any other Financing Document to which
the Borrower and IDB Invest are parties or the transactions contemplated hereby or thereby, brought against IDB Invest in any court of
the United States of America. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT
TO WHICH IT AND IDB INVEST ARE PARTIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND FOR ANY COUNTERCLAIM THEREON, BROUGHT BY
OR AGAINST IDB INVEST IN ANY FORUM IN WHICH IDB INVEST OR IDB IS NOT ENTITLED TO IMMUNITY FROM TRIAL BY JURY. The Borrower agrees that
the waivers set forth above shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States
of America (28 U.S.C. §§1602-1611) and are intended to be irrevocable for purposes of such Act.


 




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IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


7.10.12 The parties have participated jointly
in the negotiation and drafting of this Agreement and the other Financing Documents. The Borrower expressly acknowledges that it has had
the opportunity to retain and consult with counsel of its choice admitted under the laws of the State of New York and that it has elected
not to retain such counsel in connection with the negotiation and drafting of this Agreement and each other Financing Document governed
by New York law. If an ambiguity or question of intent or interpretation arises, this Agreement and the other Financing Documents shall
be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party
by virtue of the authorship of any provisions of this Agreement or any other Financing Document, the relative bargaining power of the
parties or the Borrower’s failure to retain counsel admitted under the laws of the State of New York.


 


Section 7.11 Set-Off.


 


In addition to any rights and remedies of IDB
Invest provided by Applicable Law, IDB Invest shall have the right upon any Obligation becoming due and payable by the Borrower (whether
at stated maturity, by acceleration or otherwise) to set-off, appropriate and apply against any Obligation any deposits in any currency,
and any other credits, indebtedness or claims in any currency, at any time held or owing by IDB Invest to or for the credit of the Borrower.


 


Section 7.12 Entire
Agreement.


 


This Agreement and the other Financing Documents
represent the final and complete agreement of the parties hereto with respect to the IDB Invest Loan, and all prior negotiations, representations,
understandings, writings and statements of any nature with respect thereto are hereby superseded in their entirety by the terms of this
Agreement and the other Financing Documents.


 


Section 7.13 No Third-Party Beneficiary.


 


Except as otherwise expressly provided in this
Agreement, nothing contained in this Agreement shall be construed to create any right in, duty to, standard of care with respect to, or
any liability to any Person who is not a party to this Agreement.


 


Section 7.14 Survival.


 


All representations and warranties made in this
Agreement, in any other Financing Document and in any document, certificate or statement delivered pursuant hereto or in connection herewith
and Section 2.6 (Currency and Place of Payment), Section 2.9 ( Taxes), Section 2.12 (Payment of Fees, Costs and Expenses),
Section 7.3 (Indemnity; Consequential Damages), and Section 7.10 (Applicable Law and Jurisdiction), together with any related provisions
in Article 1 ( Definitions; Interpretation) and definitions in Annex 1 (Definitions), shall survive and remain in full force
and effect regardless of the consummation of the transactions contemplated hereby, the repayment in full or expiration or termination
of the IDB Invest Loan or the termination of this Agreement or any other Financing Document or any provision hereof or thereof.


 


Section 7.15 Term of Agreement.


 


This Agreement shall continue in
force until the date on which IDB Invest is satisfied that (i) all amounts outstanding under the Financing Documents have been
indefeasibly paid and discharged in full and (ii) IDB Invest is under no obligation to make any further Disbursement under this
Agreement or any other Financing Document.


 


(Signature pages follow)


 




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IDB Invest Loan Agreement


     


    







 


Loan Number 13814-01


CONFIDENTIAL


 


IN WITNESS WHEREOF, the parties, acting
through their duly authorized Representatives, have caused this Agreement to be signed in their respective names, on the date first above
written.


 


MERQUEO S.A.S.,


As Borrower


 


	By:	/s/ Miguel Mc Allister Reyes	 
	Name:	Miguel Mc Allister Reyes	 
	Title:	CEO	 


 






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Loan Number 13814-01


CONFIDENTIAL



 


Inter-American Investment Corporation


as lender of the IDB Invest Loan


 


	By:	/s/ Aitor Ezcurra	 
	Name:	Aitor Ezcurra	 
	Title:	Division Chief, Corporates	 


 




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IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


ANNEX 1


 


DEFINITIONS


 


General Definitions.


 


“Acceptable Auditor” means
any internationally recognized independent public accountants acceptable to IDB Invest.


 


“Accounting Principles” means
International Financial Reporting Standards (formerly International Accounting Standards) (IFRS) promulgated by the International Accounting
Standards Board (IASB), together with its pronouncements thereon from time to time, applied on a consistent basis.


 


“Action” means any action,
claim, suit, other legal proceeding, arbitral proceeding, administrative proceeding, investigation or other claim.


 


“Additional Interest” has the meaning given to that
term in Section 2.14 (Additional Interest).


 


“Additional Interest Calculation Period”
means, in respect of the calculation of the Additional Interest, either (i) the six (6)-month period from January 1 through June 30 of
the relevant Financial Year, or (ii) the relevant Financial Year, as the context may require.


 


“Affiliate” means, with respect
to any Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with such Person.


 


“Agreement” has the meaning provided in the preamble
hereto.


 


“Amendment to Merqueo Brazil’s
Organizational Documents” means an amendment to the articles of association of Merqueo Brazil, duly executed by the Borrower
and Merqueo International as shareholders of Merqueo Brazil, in which a provision will be included stating the existence of the Security
over the shares of Merqueo Brazil pursuant to the terms and conditions of the relevant Security Document.


 


“AML/CFT” means anti-money laundering and combating
the financing of terrorism.


 


“Applicable Law” means any
applicable statute, code, rule, regulation, treaty having the force of law, judgment, common or customary law or similar governmental
restriction or directive by any Authority, in each case, as amended, re-enacted or replaced from time to time.


 


“Applicable Spread” means nine
percent (9.0%) per annum; provided, that beginning with the 2023 Financial Year, such rate shall be increased by one and one half
percent (1.5%) for each Financial Year in which Consolidated EBITDA is not positive, with such increase effective as of the commencement
of the first Interest Period beginning after the conclusion of each such Financial Year; provided further, that in no event shall
such rate exceed twelve and one half percent (12.5%) per annum.


 


“Applicable Term SOFR” means Term SOFR published
by the Term SOFR Administrator on the relevant


 


Interest Rate Determination Date and corresponding to the prevailing:


 


		(i)	one-month Term SOFR, if the period from the relevant Interest Payment Date to the next Interest Payment Date is between one (1) and
sixty (60) days;



 


		(ii)	three-month Term SOFR, if the period from the relevant Interest Payment Date to the next Interest Payment
Date is between sixty-one (61) and one hundred thirty-five (135) days; or



 




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Loan Number 13814-01


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		(iii)	six-month Term SOFR, if the period from the relevant Interest Payment Date to the next Interest Payment Date is more than one hundred
and thirty-five (135) days;



 


provided that:


 


		(a)	when determining Applicable Term SOFR for the last Interest Period of the IDB Invest Loan, the reference
period for Applicable Term SOFR shall be the same as the reference period for the preceding Interest Period;



 


		(b)	if as of 5:00 p.m. (New York City time) on any Interest Rate Determination Date, Term SOFR for the relevant
tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to Applicable Term SOFR has
not occurred, then Applicable Term SOFR will be the Term SOFR for such tenor as published by the Term SOFR Administrator on the first
preceding Business Day for which such Term SOFR was so published, so long as such first preceding Business Day is not more than three
(3) Business Days prior to such Interest Rate Determination Date; and



 


		(c)	if Applicable Term SOFR determined as provided above is in any event ever less than the Floor, then Applicable Term SOFR shall be
deemed to be the Floor.



 


“Auditor” means Ernst &
Young or any replacement Acceptable Auditor appointed by the Borrower as its auditor from time to time in accordance with this Agreement.


 


“Authority” means any supranational,
national, regional or local government or political subdivision thereof, or any governmental, administrative, executive, legislative,
arbitral, regulatory, fiscal or judicial body, department, commission, authority, tribunal or agency, or any superintendency, monetary
authority or central bank, including the supervisory authority for banking and other financial institutions, and any Person, whether or
not government-owned and howsoever constituted or called, that exercises the functions of any such entity or claims to have jurisdiction
over such matters.


 


“Authorization” means any consent,
license or approval (howsoever evidenced), registration, filing, notarization, certificate or exemption from, by or with any Authority,
and all corporate, Shareholders’, creditors’ and any other third-party approvals or consents.


 


“Authorized Representative “
means, as to any Person, any individual who is duly authorized by such Person to act for such Person, or with respect to financial matters,
the chief financial officer or treasurer of such Person, and in the case of the Borrower or any Guarantor, in addition to the foregoing,
an officer duly appointed to act on the Borrower or such Guarantor’s behalf under corporate documents duly registered with the competent
Authority in the Borrower’s Country or other relevant jurisdiction and any Person whose name and specimen signature appear on the
Certificate of Incumbency and Authority most recently delivered by the Borrower to IDB Invest (including, for the avoidance of doubt,
in the case of Merqueo Mexico, an attorney-in-fact duly appointed and authorized).


 


“Benchmark” means, initially,
Applicable Term SOFR; provided, that if a Benchmark Transition Event has occurred with respect to Applicable Term SOFR or the then-current
Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced
such prior benchmark rate pursuant to Section 2.16 (Benchmark Replacement Setting).


 


“Benchmark
Replacement” means the sum of: (i) the alternate benchmark rate that has been selected by IDB Invest giving due
consideration to (a) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the
Relevant Governmental Body at such time or (b) any evolving or then-prevailing market convention for determining
a rate of interest for Dollar-denominated syndicated or bilateral credit facilities; and (ii) the Benchmark Replacement Adjustment; provided
that, if at any time the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be
zero for the purposes of this Agreement and any other Financing Document.


 




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Loan Number 13814-01


CONFIDENTIAL


 


“Benchmark Replacement Adjustment”
means, for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which
may be a positive or negative value or zero) that has been selected by IDB Invest giving due consideration to (i) any selection or recommendation
of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body at such time or (ii) any evolving
or then-prevailing market convention for determining a rate of interest for Dollar-denominated syndicated or bilateral credit facilities.


 


“Benchmark Replacement Conforming Changes”
means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition
of Interest Period, the timing and frequency of determining rates and making payments of interest and other administrative matters) that
IDB Invest decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration
thereof by IDB Invest in a manner substantially consistent with market practice (or, if IDB Invest decides that adoption of any portion
of such market practice is not administratively feasible or if IDB Invest determines that no market practice for the administration of
the Benchmark Replacement exists, in such other manner of administration as IDB Invest decides is reasonably necessary in connection with
the administration of the IDB Invest Loan and this Agreement).


 


“Benchmark Replacement Date”
means the date on which a Benchmark Replacement becomes effective pursuant to Section 2.16 (Benchmark Replacement Setting).


 


“Benchmark Transition Event” means the occurrence
of one or more of the following events:


 


		(i)	a public statement or publication of information by the regulatory supervisor for the administrator of
the Benchmark announcing that the Benchmark is no longer representative;



 


		(ii)	the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; provided,
that, at the time of such cessation, there is no successor administrator that will continue to provide the Benchmark; or



 


		(iii)	the determination by IDB Invest that, in anticipation of the withdrawal of regulator support for the Benchmark,
the use of one or more alternative benchmarks has become conventional in the market for Dollar-denominated floating rate syndicated or
bilateral credit facilities.



 


“BlaO” means Blue like an Orange
Sustainable Capital - Latin America Holdings II S.A.R.L. a Luxembourg société à responsabilité limitée,
as lender of the BlaO Loan.


 


“BlaO Guarantee Agreement”
means an agreement entered into, or to be entered into, between the Guarantors and BlaO relating to the Guarantors’ primary, unconditional
and irrevocable guarantee in favor of BlaO of all of the Borrower’s payment obligations to BlaO under the Financing Documents.


 


“BlaO Loan” means a loan in
an aggregate amount of up to the BlaO Loan Commitment to be funded by BlaO or, as the context may require, the outstanding principal amount
thereof.


 




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Loan Number 13814-01


CONFIDENTIAL


 


“BlaO Loan Agreement” means
the agreement to be entered into between the Borrower and BlaO on or about the date hereof providing for the BlaO Loan Commitment.


 


“BlaO Loan Commitment” means
the eighteen million Dollar ($18,000,000) loan commitment to be made by BlaO to the Borrower pursuant to the BlaO Loan Agreement.


 


“Board of Directors” means,
as to any Person, the board of directors of such Person or such other body performing similar functions with respect to such Person.


 


“Borrower” has the meaning provided in the preamble
hereto.


 


“Borrower’s Country” means the Republic of
Colombia.


 


“Brazil” means the Federative of Republic of Brazil.


 


“Business” means the business
of maintaining one or more websites for the online ordering and physical delivery of grocery goods in Latin America.


 


“Business Day” means (i) any
day that is not a Saturday, Sunday or other day that is a legal holiday under the laws of the State of New York or the laws of the Republic
of Colombia, or is a day on which banking institutions in New York or Colombia are authorized or required by Applicable Law to close,
and (ii) solely for the purpose of determining Applicable Term SOFR, a U.S. Government Securities Business Day.


 


“Certificate of Incumbency and Authority”
means a certificate provided to IDB Invest by the Borrower in the form of Exhibit 5 (Form of Borrower’s Certificate of
Incumbency and Authority).


 


“Change in Law” means the occurrence,
after the Effective Date (including any circumstance that is retroactive to a date prior to the Effective Date), of any of the following:
(i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in
the administration, interpretation, implementation or application thereof by any Authority or (iii) the making or issuance of any request,
rule, guideline or directive (whether or not having the force of law) by any Authority; provided, that notwithstanding anything
herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith and (b) all requests, rules, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date
enacted, adopted or issued.


 


“Change of Control” means the
occurrence of any of the following: (i) any Person holds, of record or beneficially, and possess the ability to vote (whether directly
or indirectly) more than fifty percent (50%) of each class of outstanding Share Capital entitled to voting rights with respect to the
Borrower free and clear of all Liens; (ii) any Person acquires Control of the Borrower; or (iii) the Borrower enters into any management,
partnership, profit-sharing, joint-venture or royalty agreement or other similar agreement whereby its business or operations or that
of its Subsidiaries are managed by, or a significant part of its or their net income or profits are shared with, any Person.


 


“Colombian Pesos” means the lawful currency of the
Borrower’s Country.


 


“Commitment Fee” has the meaning given to that term
in Section 2.12.1(i) (Fees).


 




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Loan Number 13814-01


CONFIDENTIAL


 


“Commitment Termination Date” means
the earliest of: (i) the first anniversary of the Effective Date; (ii)  the date the IDB Invest Loan Commitment is cancelled in
full in accordance with the terms of Section 2.10 (Suspension of Disbursements; Cancellation of IDB Invest Loan Commitment);
(iii) the date of any prepayment of any part of the IDB Invest Loan; and (iv) any other date on which the IDB Invest Loan Commitment
and the Borrower’s right to request further Disbursements are terminated in accordance with the terms of this Agreement; provided,
that in the case of the Interest Reserve Amount only, if the Commitment Termination Date occurs pursuant to clauses (i) through (iv)
above on any date on which any principal amount of the IDB Invest Loan remains outstanding and is not due and owing, then the
Commitment Termination Date for the Interest Reserve Amount shall instead be the date falling three (3) months after the expiration
of the Interest Reserve Period.


 


“Competing Business” means
any entity satisfying both of the following conditions: (a) one or any of its operating businesses is an online grocery retailer or grocery
service provider; and (b) its business operations are primarily located in Latin America (including, for the avoidance of doubt, Mexico).


 


“Control” means, with respect to any Person, any
other Person having the power, directly or indirectly,


 


(i)  to vote more than
fifty percent (50%) of the securities having ordinary voting power including for the election of directors of such Person; (ii) to appoint
the majority of the administrators of such Person; (iii) to appoint a majority of the members of such Person’s Board of Directors;
or (iv) to establish, direct or cause the direction of the management or policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; (“Controlling” and “Controlled” have
corresponding meanings).


 


“Corporate Governance Action Plan”
means the corporate governance action plan(s) developed by the Borrower, a copy of which is attached as Schedule 8 (Corporate
Governance Action Plan).


 


“Costs” means any costs, expenses
or losses incurred by IDB Invest in connection with the IDB Invest Loan, with any determinations thereof being made by IDB Invest, including:
(i) any breakage of funds, termination costs and other unwinding costs, if positive, incurred by IDB Invest, taking into account the principal
repayment schedule, the first scheduled repayment date for the IDB Invest Loan and the applicable Loan Final Maturity Date for the IDB
Invest Loan; (ii) interest paid and/or payable to cover any unpaid amount; (iii) broken funding and redeployment costs; (iv) any foreign
exchange loss and/or hedge liquidation costs; and (v) any loss, premium, penalty and expense that may be incurred in liquidating or employing
deposits of, and/or borrowings from, third parties in order to fund and/or maintain all or any part of the IDB Invest Loan.


 


“Debt” means, with respect
to any Person, the aggregate (as of the date of calculation) of all such Person’s obligations (whether actual or contingent) to
pay or repay money, including:


 


		(i)	all Financial Debt;



 


		(ii)	any credit to such Person from a supplier of goods or services provided by deferral of the purchase price
or under any installment purchase or other similar arrangement in respect of goods or services (except trade accounts in the ordinary
course of business payable within ninety (90) days);



 


		(iii)	all liabilities of such Person (actual or contingent) under any conditional sale or a transfer with recourse
or obligation to repurchase, including by way of discount or factoring of book debts or receivables;



 




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Loan Number 13814-01


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		(iv)	all obligations of others secured by (or for which the holder of such obligation has an existing right,
contingent or otherwise, to be secured by) any Lien on Property owned or acquired by such Person, whether or not the obligation secured
thereby has been assumed; and



 


		(v)	the amount of any obligation in respect of any guarantee or indemnity for any of the foregoing items (other than Financial Debt) incurred
by any other Person.



 


“Default” means any event or
condition that constitutes an Event of Default or any event or condition that, but for notice, lapse of time or the making of a determination,
or any combination thereof, would constitute an Event of Default.


 


“Derivative Transaction” means
any swap agreement, cap agreement, collar agreement, futures contract, forward contract, option contract, or similar arrangement with
respect to interest rates, currencies or commodity prices.


 


“Disbursement” means any disbursement of the IDB
Invest Loan.


 


“Disbursement Account” means the following bank
account:


 


Intermediary Bank Name (located in the U.S.):                                                                 


Intermediary Bank Address:                                                                 


Intermediary Bank ABA Code:                                                                 


Beneficiary Bank Name:                                                                 


Beneficiary Bank Address:                                                                                          


Beneficiary Bank SWIFT:                                                                         


Beneficiary Name:                                                                          


Beneficiary Account Number or IBAN:                                                  


 


“Disbursement Date” means the
date on which the proceeds of a Disbursement are released by IDB Invest to the Borrower, which shall be a Business Day prior to the Commitment
Termination Date on which IDB Invest is open for business.


 


“Disbursement Request” means
a request for a Disbursement delivered by the Borrower to IDB Invest substantially in the form of Exhibit 1 (Form of Disbursement
Request).


 


“Dollars” and the sign “$” mean
the lawful currency of the United States of America.


 


“Effective Date” has the meaning provided in the
preamble hereto.


 


“Equity Rights” means, in respect
of a Person (other than an individual) any subscriptions, subscription bonuses, options, warrants, commitments, preemptive rights or agreements
of any kind (including any shareholders’ or voting trust agreements) for the issuance, subscription, sale, registration or voting
of, or any securities convertible into, any Share Capital of such Person.


 


“Event of Default” means any event specified in
Section 6.1 (Events of Default).


 


“Fee Letter” means each fee
letter agreement to be entered into between each Senior Lender and the Borrower setting forth the fees payable in respect of the transactions
contemplated herein and the other Financing Documents.


 




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Loan Number 13814-01


CONFIDENTIAL


 


“Financial Covenants” has the meaning provided in
Section 5.1.13 (Financial Covenants).


 


“Financial Debt” means all of the Borrower’s
and its Subsidiaries’ obligations in respect of:


 


		(i)	borrowed money, including the IDB Invest Loan;



 


		(ii)	the outstanding principal amount of any bonds, notes, loan stock, commercial paper, acceptance credits,
debentures and bills or promissory notes drawn, accepted, endorsed or issued by the Borrower or any Subsidiary;



 


		(iii)	non-contingent obligations of the Borrower or any Subsidiary to reimburse any other Person in respect
of amounts paid under a letter of credit, bank guarantee or similar instrument (excluding any such letter of credit or similar instrument
issued for the Borrower’s or any Subsidiary’s account in respect of trade accounts incurred and payable in the ordinary course
of business to trade creditors within ninety (90) days of the date that they are incurred and which are not overdue);



 


		(iv)	the amount of any obligation in respect of any capitalized leases to the extent such obligation is required
to be capitalized and accounted for as a financial obligation of capital lease on a balance sheet of such Person under the Accounting
Principles;



 


		(v)	amounts raised under any other transaction having the commercial effect of a borrowing and that would
be classified as a borrowing (and not as an off-balance sheet financing) under the Accounting Principles including under leases or similar
arrangements entered into primarily as a means of financing the asset leased;



 


		(vi)	the amount of the Borrower’s and its Subsidiaries’ obligations under any Derivative Transactions
entered into in connection with the protection against or benefit from fluctuation in any rate or price (but only the net amount owing
by the Borrower or its Subsidiaries after marking the relevant derivative transactions to market);



 


		(vii)	any premium payable on a redemption or replacement of any of the foregoing items; and



 


		(viii)	the amount of any obligation in respect of any guarantee or indemnity for any of the foregoing items incurred by any other Person.



 


“Financial Quarter” means each
period commencing on the day after a Financial Quarter Date and ending on the immediately succeeding Financial Quarter Date.


 


“Financial Quarter Date” means each March 31, June
30, September 30 and December 31.


 


“Financial Year” means the
accounting year of the Borrower and its Subsidiaries commencing each year on January 1 and ending on the following December 31 or such
other period as the Borrower, with IDB Invest’s consent, designates as its accounting year.


 


“Financing Documents” means, collectively:


 


		(i)	this Agreement;



 


		(ii)	the BlaO Loan Agreement;



 


		(iii)	each Note;



 




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		(iv)	the Security Documents;



 


		(v)	the Guarantee Agreement;



 


		(vi)	the BlaO Guarantee Agreement;



 


		(vii)	the fee letters between the Borrower and each Senior Lender;



 


		(viii)	all documents relating to the IDB Invest Loan or the BlaO Loan that are entered into after the Effective
Date and designated as a Financing Document by IDB Invest and the Borrower or BlaO and the Borrower; and



 


		(ix)	all other documents and certificates required to be delivered from time to time hereunder and thereunder.



 


“First Repayment Date” means
the first Interest Payment Date immediately following the date falling thirty (30) months after the first Disbursement Date.


 


“Floor” means zero percent (0%) per annum.


 


“Founders” means, together,
Miguel Mc Allister, José Guillermo Calderón, Pablo González, and Sebastián Noguera.


 


“Guarantee Agreement” means
an agreement entered into, or to be entered into, between the Guarantors and IDB Invest relating to the Guarantors’ primary, unconditional
and irrevocable guarantee in favor of IDB Invest of all of the Borrower’s payment obligations to IDB Invest under the Financing
Documents.


 


“Guarantors” means Merqueo Brazil, Merqueo International,
and Merqueo Mexico.


 


“IDB” means the Inter-American
Development Bank, an international organization established by the Agreement Establishing the Inter-American Development Bank among its
member countries.


 


“IDB Group” means IDB Invest, IDB and the Multilateral
Investment Fund.


 


“IDB Group List of Sanctioned Firms and
Individuals” means the list of firms and individuals listed in, and accessible at: http://www.iadb.org/en/topics/transparency/integrity-at-the-idb-group/sanctioned-firms-and-individuals,1293.html
or any successor website or location.


 


“IDB Invest” has the meaning provided in the preamble
hereto.


 


“IDB Invest Loan” has the meaning given to such
term in in Section 2.1.1 (The IDB Invest Loan).


 


“IDB Invest Loan Commitment”
has the meaning given to such term in in Section 2.1.1 (The IDB Invest Loan).


 


“IDB Invest Members” means
the member countries of IDB Invest listed in Schedule 1 (Member Countries of IDB Invest).


 


“IDB Invest Put Option Agreement”
means the Put Option Agreement dated as of June 4, 2021 among IDB Invest, IDB Invest acting as agent for IDB as administrator of the Clean
technology Fund II, the Borrower and the Guarantors.


 




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Loan Number 13814-01


CONFIDENTIAL


 


“Increased Costs” means the
amount certified in an Increased Costs Certificate to be the net incremental costs of, or reduction in return to, IDB Invest in connection
with making or maintaining the IDB Invest Loan that results from:


 


		(i)	any Change in Law; or



 


		(ii)	any compliance with any request from, or requirement of, any central bank or other monetary or other Authority; or



 


		(iii)	if the Interest Rate is calculated in accordance with Section 2.15 (Market Disruption), Increased
Costs shall also include any difference between the Market Disruption Base Rate and the actual cost to IDB Invest of making, funding or
maintaining the IDB Invest Loan for the relevant Interest Period;



 


that in any such case, subsequent to the Effective Date:


 


		(a)	imposes, modifies or makes applicable any reserve, special deposit, compulsory loan, insurance charge
or similar requirements against Property of, or deposits with or for the account of, or credit extended by IDB Invest;



 


		(b)	imposes a cost on IDB Invest as a result of its having made or committed to make the IDB Invest Loan or
reduces the rate of return on the overall capital of IDB Invest that it would have been able to achieve had it not made or committed to
make the IDB Invest Loan;



 


		(c)	subjects IDB Invest to any Tax in respect of the IDB Invest Loan (other than a change in taxation of the
overall net income of IDB Invest imposed by a jurisdiction to which IDB Invest is subject); or



 


		(d)	imposes on IDB Invest any other cost or condition regarding the making or maintaining of the IDB Invest Loan.



 


“Increased Costs Certificate” means a certificate
furnished by IDB Invest to the Borrower certifying:


 


(a)  the circumstances
giving rise to the Increased Costs; (b) that the costs of IDB Invest have increased or its rate of return has been reduced; (c) the amount
of Increased Costs; and (d) that IDB Invest has exercised reasonable efforts to minimize or eliminate the relevant increase or reduction;
provided, that IDB Invest shall not be obliged to disclose any information that any Lender considers to be confidential in providing
such certificate.


 


“Indemnified Liabilities” has
the meaning provided in Section 7.3 (Indemnity; Waiver of Consequential Damages).


 


“Indemnified Persons” has the
meaning provided in Section 7.3 (Indemnity; Waiver of Consequential Damages).


 


“Insolvency
Event” means any of the following: (i) a court declares the Borrower or any Subsidiary bankrupt or insolvent; (ii) a
petition seeking reorganization, intervention, surveillance, moratorium, liquidation, arrangement, adjustment, concurso or
composition of or in respect of the Borrower or any Subsidiary under any Applicable Law is properly filed; (iii) a court appoints a
receiver, liquidator, trustee, sequestrator, assignee, síndico, interventor (or similar official) of the
Borrower or any Subsidiary or of any substantial part of its Property or Debt or orders the winding up, dissolution, re-organization
or liquidation of its affairs; (iv) the Borrower or any Subsidiary itself takes any action to institute proceedings to be
adjudicated bankrupt or insolvent, or consents to the commencement of bankruptcy or insolvency proceedings against it, or files a petition or
answer or consent seeking reorganization or similar relief under any Applicable Law, or consents to the filing of any such petition or
to the appointment of a receiver, liquidator, trustee, sequestrator, assignee, síndico, interventor (or similar official)
of the Borrower or any Subsidiary or of any substantial part of its respective Property or Debt or fails to timely and appropriately contest
any proceeding or petition described in (i), (ii) or (iii); (v) the Borrower or any Subsidiary makes a general assignment for the benefit
of creditors; (vi) the Borrower or any Subsidiary admits in writing its inability or otherwise becomes unable to pay its debts generally
as they become due; (vii) the Borrower or any Subsidiary is or becomes subject to judicial or extra-judicial reorganization or to any
temporary administration or intervention by any Authority; or (viii) any other event occurs that under any Applicable Law would have an
effect similar to any of those events listed above.


 




    Annex 1-9
IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


“Intellectual Property” means
all patents, letters patent (including applications, improvements, prolongations, extensions, and rights to apply therefor), logos, labels,
designs, (whether registered or unregistered), copyrights, design rights, trademarks, and service marks (whether registered or unregistered),
utility models, company names, business names, trade names, processes, know-how, confidential information, trade secrets, formulas, inventions,
computer software, programs, and systems (including the benefit of any licenses, permits, consents or franchises relating to any of the
above, and including applications, improvement, prolongations, extensions, and rights to apply therefor), and other similar rights, and
all registrations with respect to any of the foregoing, whether owned, leased or licensed, or otherwise used by the Borrower or any of
its Subsidiaries, and all fees, royalties, or other rights derived therefrom, or incidental thereto, in any part of the world. Notwithstanding
the foregoing, “Intellectual Property” shall not include (i) non-exclusive software licenses and (ii) non-exclusive licenses
that are not material to the operation of the business of the Borrower or any of its Subsidiaries.


 


“Intercreditor Agreement” means
an agreement of that name entered into, or to be entered into, between IDB Invest and BlaO.


 


“Interest Payment Date” means the 15th day of each
April and October of each year.


 


“Interest Period” means each
six (6)-month period beginning on an Interest Payment Date and ending on the next following Interest Payment Date, except for the first
period following each Disbursement for which it shall mean the period beginning on such Disbursement Date and ending on the next following
Interest Payment Date.


 


“Interest Rate” means the rate
of interest payable on the outstanding principal amount of the IDB Invest Loan from time to time, determined in accordance with Section
2.13 (IDB Invest Loan Interest).


 


“Interest Rate Determination Date”
means the second (2nd) Business Day prior to the commencement of each Interest Period; provided, that the Interest Rate Determination
Date for the first Interest Period following each Disbursement shall be the second (2nd) Business Day prior to the relevant Disbursement
Date.


 


“Interest Reserve Amount” has the meaning provided
in Section 2.2.4(i)(a) (Disbursement Procedure).


 


“Interest Reserve Balance” has the meaning provided
in Section 2.2.4(ii) (Disbursement Procedure).


 


“Interest Reserve Disbursement” has the meaning
provided in Section 2.2.4(i)(b) (Disbursement Procedure).


 


“Interest Reserve Period” has the meaning provided
in Section 2.2.4(i) (Disbursement Procedure).


 




    Annex 1-10
IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


“Internationally Recognized Sanctions
Lists” means sanctions lists maintained by the Office of Foreign Assets Control (OFAC) of the United States Department of Treasury,
the United Kingdom of Great Britain and Northern Ireland, the United Nations and the European Union.


 


“Key Performance Indicators”
means the key performance indicators listed in Schedule 7 (Key Performance Indicators).


 


“Lien” means any mortgage,
pledge, charge, assignment, hypothecation, lien, security interest, title retention, preferential right (arising by operation of law or
otherwise), trust arrangement, right of set-off, counterclaim or banker’s lien, privilege or priority of any kind having the effect
of security, including any designation of loss payees or beneficiaries or any similar arrangement under any insurance policy.


 


“List of Excluded Activities “
means the list of activities not financed by IDB Invest set forth in Schedule 2 (List of Excluded Activities).


 


“Loan Final Maturity Date”
means the date that occurs on the seventh (7th) anniversary of the Effective Date or, if such date is not an Interest Payment Date, then
the next preceding Interest Payment Date.


 


“Mandatory Prepayment Event” has the meaning provided
in Section 2.4.2 (Mandatory Prepayments).


 


“Market Disruption Base Rate”
means an interest rate per annum equal to (i) the cost of funds of IDB Invest, determined in accordance with Section 2.15 (Market Disruption)
or (ii) any other rate applicable pursuant to either Section 2.15.2(i) or Section 2.15.2(ii) as determined by IDB Invest.


 


“Market Disruption Event” has the meaning provided
in Section 2.15.1 (Market Disruption).


 


“Material Adverse Effect” means
a material adverse effect on: (i) the business, Property, liabilities, operations or condition, financial or otherwise, of the Borrower
and its Subsidiaries taken as a whole; (ii) the ability of the Borrower and its Subsidiaries taken as a whole to perform its obligations
under any Financing Document to which it is a party; (iii) the rights or remedies of IDB Invest under the Financing Documents; or (iv)
the validity or enforceability of any material provision of any Financing Document; or (v) the perfection, priority, enforceability or
value of the Security.


 


“Merqueo Brazil” means Merqueo
Comércio Varejista e Intermediação de Negócios Ltda., a company organized and existing under the laws of Brazil.


 


“Merqueo International” means
Merqueo International S.A.S., a simplified stock corporation organized and existing under the laws of the Borrower’s Country.


 


“Merqueo Mexico” means Merqueo
S.A. de C.V., a company duly incorporated under the laws of Mexico, a company incorporated under the laws of Mexico.


 


“Mexico” means the United Mexican States.


 


“MICI” means the independent
consultation and investigation mechanism of IDB Invest and IDB that impartially responds to environmental and social concerns of affected
communities and aims to enhance outcomes.


 


“Most Favored Lender Provisions” has the meaning
provided in Section 5.1.16 (Most Favored Lender).


 


“Notes” has the meaning provided in Section 2.17.1
(Initial Notes).


 




    Annex 1-11
IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


“Obligations” means collectively:


 


		(i)	the unpaid amount of principal of, and interest and Additional Interest on, the IDB Invest Loan (including
default interest and ordinary interest accruing after the maturity of the IDB Invest Loan and after the filing of any petition in bankruptcy,
or the commencement or occurrence of any Insolvency Event relating to the Borrower); and



 


		(ii)	all expenses, Costs, fees and other obligations and liabilities of the Borrower under this Agreement or any other Financing Document
to IDB Invest.



 


“Other Taxes” has the meaning provided in Section
2.9.1 (Taxes).


 


“Permitted Liens” means in respect of the Borrower
and its Subsidiaries:


 


		(i)	Liens created under or pursuant to any Security Document;



 


		(ii)	any Lien arising from any tax, assessment or other Lien arising by operation of law while the indebtedness
underlying that Lien is not yet due or, if due, is being contested in good faith by appropriate proceedings and for the payment of which
reserves, bonds, insurance or other security has been provided in an amount sufficient to promptly pay in full any amounts that the Borrower
or the relevant Subsidiary may be ordered to pay on final determination of any such proceedings;



 


		(iii)	the naming of IDB Invest as loss payee, beneficiary, or additional insured under the Borrower’s and its Subsidiaries’
insurance policies;



 


		(iv)	the naming of additional insureds under the Borrower’s and its Subsidiaries’ insurance policies in the ordinary course
of business;



 


		(v)	mechanics’, materialmens’, construction and other similar Liens arising in the ordinary course
of business that either (a) are not overdue for a period of more than ninety (90) days or (b) are for amounts being contested in good
faith and by appropriate proceedings, so long as a bond or other security instrument has been posted or other adequate provision for payment
thereof has been provided in such manner and amount as required by the Accounting Principles;



 


		(vi)	Liens, pledges or deposits under worker’s compensation, unemployment insurance or other social security legislation;



 


		(vii)	easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course
of business and encumbrances consisting of zoning restrictions, licenses, restrictions on the use of property or minor imperfections in
title that could not reasonably be expected to have a Material Adverse Effect; and



 


		(viii)	any Lien securing a Debt on any asset of the Borrower in existence on the date of this Agreement which
Lien and Debt are described in Schedule 4 (Permitted Liens) or any Lien securing an extension, renewal or refinancing of
such Debt; provided, that (a) such Lien is created over the assets that secured such Debt and (b) the principal amount of Debt
secured by such Lien prior to such extension, renewal or refinancing is not increased, other than with respect to reasonable costs, fees
and expenses incidental to such extension, renewal, or refinancing.



 




    Annex 1-12
IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


“Person” means any individual
or any company, partnership, joint venture, firm, corporation, voluntary association, trust, enterprise, unincorporated organization or
other corporate body or any Authority or any other entity whether acting in an individual, fiduciary or other capacity, including that
Person’s successors and permitted assigns.


 


“Process Agent” has the meaning provided in Section
7.10.4 (Applicable Law and Jurisdiction).


 


“Prohibited Practice” means
any of the following: (i) impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of
the party to influence improperly the actions of a party (a “Coercive Practice “); (ii) an arrangement between two
or more parties designed to achieve an improper purpose, including influencing improperly the actions of another party (a “Collusive
Practice”);


 


(iii)  offering, giving,
receiving, or soliciting, directly or indirectly, anything of value to influence improperly the actions of another party (a “Corrupt
Practice”); (iv) any action or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to
mislead, a party in order to obtain a financial or other benefit or avoid an obligation (a “Fraudulent Practice”);
(v) (a) destroying, falsifying, altering or concealing of evidence material to an IDB Group investigation or an investigation by BlaO,
or making false statements to investigators with the intent to impede an IDB Group investigation or BlaO investigation; (b) threatening,
harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to an IDB Group investigation or BlaO
investigation or from pursuing the investigation; or (c) acts intended to impede the exercise of the IDB Group’s or BlaO’s
contractual rights of audit or inspection or access to information (each an “Obstructive Practice”); and (vi) the use
of IDB Group or BlaO’s financing or resources for an improper or unauthorized purpose, committed either intentionally or through
reckless disregard (a “Misappropriation”).


 


“Property” means any right
or interest in or to assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.


 


“Rate Setting Period” has the meaning provided in
Section 2.15.2(ii) (Market Disruption).


 


“Receipt Account” has the meaning provided in Section
2.6.1 (Currency and Place of Payment).


 


“Relevant Authorization” means
each Authorization that is or may be at any time necessary under Applicable Law: (i) for making the IDB Invest Loan and each Disbursement;
(ii) material for the Borrower and each of its Subsidiaries to conduct its business as it is contemplated to be carried on; (iii) for
the purposes of the IDB Invest Loan to be carried out in accordance with the Financing Documents; (iv) in connection with the execution,
delivery, validity and enforceability of the Financing Documents and the performance by each party thereto of its obligations thereunder;
(v) for the enforcement by IDB Invest of its rights and remedies under the Financing Documents; (vi) for the remittance to IDB Invest
or its assigns in Dollars of all monies payable under or with respect to the Financing Documents; and (vii) for the IDB Invest Loan and
the Borrower and its Subsidiaries to comply with Applicable Law and Annex 2 (Environmental and Social Provisions).


 


“Relevant Governmental Body”
means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal
Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 




    Annex 1-13
IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


“Restricted
Payment” means (i) any dividend or distribution (whether in cash, Property or obligations) on, any other payment or
deposit made on account of, any declaration of any dividend, distribution or similar payment in respect of, and the purchase,
redemption, retirement or other acquisition of, any portion of the Borrower’s Share Capital (other than in connection with IDB
Invest’s exercise of the put option under the IDB Invest Put Option Agreement) or Equity Rights in respect of the Borrower,
including any dividends, distributions or other payments made or to be made by the Borrower to its Shareholders, Affiliates, or
other Persons for or on account of capital reductions, repurchases or redemptions of outstanding stock, options or warrants, and
investments in, and capital contributions, loans and advances to, the Borrower, and other similar payments in respect of Equity
Rights; (ii) any payment, purchase, or retirement or other acquisition of any debt (whether or not subordinated), loan, account or
other financial obligation owed to any Shareholder or Affiliate thereof (including any deposit or similar payment made to secure any
such debt, loan, account or financial obligation); and (iii) any payment of development, management or operation fees to any
Shareholder or Affiliate of the Borrower, except as set forth in the Founders’ employment or services agreements.


 


“Secured Property” means all
Property, and the products and proceeds thereof, from time to time subject, or purported to be subject, to the Security.


 


“Security” means the first
priority Liens created, or purported to be created, over all of the shares of each Subsidiary under the Security Documents to secure all
of the Obligations and the corresponding obligations owed to BlaO in respect of the BlaO Loan.


 


“Security Documents” means:
(i) all agreements relating to the Security; and (ii) all other notices, consents, acknowledgements and documents necessary or advisable
to perfect the security interest of the Senior Lenders in the Secured Property, as each may be amended, modified, supplemented, renewed
or restated.


 


“Senior Lenders” means IDB Invest, BlaO and their
successors and assigns.


 


“Senior Loans” means the IDB Invest Loan and the
BlaO Loan.


 


“Share Capital” means, as to
any Person (other than an individual), all shares of capital stock of any class or other ownership interests of any kind, however called,
in such Person, and any and all warrants, subscription bonus, convertible debentures or debt, options or other rights to purchase, subscribe
or otherwise acquire title to any of the foregoing.


 


“Shareholder” means any Person that owns Share Capital
of the Borrower.


 


“SOFR” means the secured overnight
financing rate published by the SOFR Administrator on the SOFR Administrator’s website, currently at http://www.newyorkfed.org,
or any successor source identified by the SOFR Administrator from time to time.


 


“SOFR Administrator ” means
the Federal Reserve Bank of New York, as administrator of SOFR (or any successor administrator thereof from time to time).


 


“SPAC Transaction” means a
transaction between or among the Shareholders and Rose Hill Acquisition Corporation (NASDAQ Ticker Symbol: ROSEU), a special purpose acquisition
company (a “SPAC”), which results in the ownership of the Borrower’s Share Capital being held directly or indirectly
by such SPAC and such SPAC: (i) continues to be subject to reporting requirements under the U.S. Securities Exchange Act of 1934; and
(ii) continues to have its Share Capital listed and publicly traded on the NASDAQ Stock Exchange.


 


“Subsidiary” means, with respect
to any Person, any entity: (i) over fifty percent (50%) of whose Share Capital is owned, directly or indirectly, by that Person; (ii)
for which that Person may nominate or appoint a majority of the members of the Board of Directors; or (iii) that is otherwise Controlled
by that Person.


 




    Annex 1-14
IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


“Tax Returns” means all returns,
declarations, reports, estimates, information returns, statements and other documents of, relating to, or required to be filed with any
Authority in respect of Taxes.


 


“Taxes” means all present and
future taxes, charges, fees, duties, contributions, withholding obligations or other assessments of whatsoever nature levied by any Authority,
together with any interest, penalties, additions to tax or other liabilities imposed thereon by any Authority.


 


“Term SOFR” means the forward-looking
term rate based on SOFR administered by the Term SOFR Administrator.


 


“Term SOFR Administrator” means
CME Group Benchmark Administration Limited (or any successor administrator of a forward-looking term rate based on SOFR selected by IDB
Invest from time to time in its sole discretion).


 


“Transaction Taxes” has the meaning provided in
Section 2.9 (Taxes).


 


“Unauthorized Share Transaction”
means any transaction affecting or changing the Share Capital held or to be acquired by any Person in the Borrower (whether directly or
indirectly, through the ownership by such Person of Share Capital in any other Person) if (i) (a) such transaction or such Person violates,
or would result in the Borrower violating, the Applicable Laws of the Borrower’s Country, or (b) such Person is included in the
Internationally Recognized Sanctions Lists or in the IDB Group List of Sanctioned Firms and Individuals and, (ii) such Person holds or
would as a result of such transaction hold in aggregate in excess of five percent (5%) of the total Share Capital of the Borrower.


 


“U.S. Government Securities Business
Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii)  a day on which the U.S. Securities Industry and
Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes
of trading in United States government securities.


 


“Warehouse Leases” means the warehouse
leases listed in Schedule 5 (Warehouse Leases).


 


Financial Definitions


 


“Adjusted EBITDA”
means, for any period of determination and with respect to operations in Colombia, Mexico and Brazil, whether conducted directly or
indirectly through the Guarantors or any other Subsidiaries of the Borrower, determined on a Consolidated Basis (but excluding
operations in any other jurisdictions) in accordance with the Accounting Principles, the sum (determined without duplication) of:
(i) the Consolidated Operating Income for such period plus (ii) depreciation and amortization to the extent deducted
when determining Consolidated Operating Income for such period plus/minus (iii) other applicable items, such as other
Non-Cash Items not previously accounted for, if any, to the extent deducted/added when determining Consolidated Operating Income for
such period.


 


“Capital Contributions” means,
as of any Determination Date and in respect of the Determination Period ending on such Determination Date, any increase of debt and/or
equity during such Determination Period of the Borrower and its Subsidiaries under the Accounting Principles on a Consolidated Basis.


 


“Capitalized Research & Development”
means, as of any Determination Date and in respect of the Determination Period ending on such Determination Date, any research and development
costs capitalized during such Determination Period of the Borrower and its Subsidiaries under the Accounting Principles on a Consolidated
Basis.


 




    Annex 1-15
IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


“Cash Flow from Financing Activities”
means, as of any Determination Date and in respect of the Determination Period ending on such Determination Date, the amount of cash flow
from financing activities during such Determination Period of the Borrower and its Subsidiaries under the Accounting Principles on a Consolidated
Basis.


 


“Cash Held at the Beginning of the Period”
means, in respect of any Determination Period, the aggregate amount of cash and cash equivalents held by the Borrower and its Subsidiaries
on a Consolidated Basis on the first day of the relevant Determination Period.


 


“Cash Flow Available for
Debt Service” means, as of any Determination Date and in respect of the Determination Period ending on such Determination
Date, the aggregate on a Consolidated Basis of the Borrower’s and its Subsidiaries’ (determined without duplication):
(i) Net Cash Flow from Operations, plus (ii) Capitalized Research & Development, plus (iii) interest from
the Right Use of Assets, plus (iv) interest on Debt, including any Additional Interest and fees, plus (v) any
financial expense to the extent it has been deducted in determining Net Cash flow from Operations, minus (vi) Cash Flow from
Financing Activities, plus (vii) Capital Contributions, minus (viii) Dividends, minus (ix) any other financial
outflows other than Debt related amortization, interest and fees.


 


“Consolidated or Consolidated
Basis” means, with respect to any Financial Statements to be provided, or any financial calculation or determination to be made,
under or for purposes of this Agreement or any other Financing Document, the method referred to in Section 1.4 (Financial Calculations).


 


“Consolidated EBITDA” means,
as of any Determination Date and in respect of the Determination Period ending on such Determination Date, for the Borrower and its Subsidiaries
determined on a Consolidated Basis in accordance with the Accounting Principles, the sum (determined without duplication) of: (i) the
Consolidated Operating Income for such Determination Period plus (ii) depreciation and amortization to the extent deducted when
determining Consolidated Operating Income for such Determination Period plus/minus (iii) other applicable items, such as other
Non-Cash Items not previously accounted for, if any, to the extent deducted/added when determining Consolidated Operating Income for such
Determination Period.


 


“Consolidated Operating Income”
means, as of any Determination Date and in respect of any period of determination ending on such Determination Date, for the Borrower
and its Subsidiaries determined on a Consolidated Basis in accordance with the Accounting Principles, the sum (determined without duplication)
of: (i) revenues, minus (ii) the cost of goods sold, minus (iii) general, administrative, and sale expenses, minus
(iv) depreciation and amortization.


 


“Debt Service” means, as of
any Determination Date and in respect of the Determination Period ending on such Determination Date, for the Borrower and its Subsidiaries
determined on a Consolidated Basis in accordance with the Accounting Principles, the sum (determined without duplication) of: (i) all
scheduled payments (whether or not actually paid) falling due on account of principal of Debt and interest and other charges on Debt,
plus (ii) any payment made or required to be made to any debt service account under the terms of any agreement providing for Debt
plus (iii) all payments (whether or not actually paid) falling due on account of operating leases, including interest and any other
fees and charges related to such operating leases.


 


“Determination Date” means March 31, June 30, September
30, and December 31, of each year.


 


“Determination Period” means
each period of four Financial Quarters ending on the relevant Determination Date.


 




    Annex 1-16
IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


“Dividends” means, as of any
Determination Date and in respect of the Determination Period ending on such Determination Date, the aggregate amount of Restricted Payments
made by the Borrower during such Determination Period (disregarding, for this purpose, the parenthetical relating to the IDB Invest Put
Option Agreement in clause (i) of the definition of Restricted Payments herein).


 


“Financial Statements ” means,
with respect to any Person, as of any relevant date and period, such Person’s balance sheet, income statement, cash flow statement,
statement of sources and uses of funds, statement showing changes in equity and any exhibits and notes thereto, which shall be prepared
(i) in respect of the Borrower, in Colombian Pesos on a Consolidated Basis and (ii) in respect of each Subsidiary, in its respective local
currency, all prepared on a consistent basis in accordance with the Accounting Principles.


 


“IRR” means the internal rate
of return on the IDB Invest Loan or portion thereof being prepaid, expressed as an annualized rate based on a three hundred sixty five
(365)-day period used to discount each cash flow in Dollars in respect of the IDB Invest Loan or portion thereof being prepaid, calculated
from the date or dates of such cash flows, and taking into account the amounts of the following, such that the present value of the aggregate
of such cash flows equals zero:


 


		(i)	each Disbursement of the IDB Invest Loan;



 


		(ii)	all payments of interest, Additional Interest and fees made hereunder; and



 


		(iii)	all principal payments made in respect of the IDB Invest Loan.



 


For avoidance of doubt, the IRR shall be the output
value obtained using the ‘XIRR’ function of Microsoft Excel in which: (a) the cash flows and dates thereof set forth in the
immediately preceding sentence shall be the inputs in the worksheet; and (b) the net cash inflows of interest, Additional Interest, fees
and principal payments to IDB Invest shall be positive inputs and all Disbursements of the IDB Invest Loan shall be negative inputs in
the worksheet.


 


“Maximum Net Debt to Consolidated EBITDA
Ratio” means, as of any Determination Date, the ratio obtained by dividing (i) the outstanding Net Financial Debt as of such
Determination Date by (ii) the aggregate amount of Consolidated EBITDA for the Determination Period ending on such Determination Date.


 


“Minimum Historical DSCR” means,
as of any Determination Date, the ratio obtained by dividing (i) the sum (determined without duplication) of (a) the Cash Flow Available
for Debt Service for the Determination Period ending on such Determination Date, plus (b) Cash Held at the Beginning of the Period
for such Determination Period, by (ii) the Debt Service for such Determination Period.


 


“Minimum Prospective DSCR”
means, as of any Determination Date, the ratio obtained by dividing (i) the sum (determined without duplication) of (a) the Cash Flow
Available for Debt Service for the Determination Period ending on such Determination Date, plus (b) Cash Held at the Beginning
of the Period for such Determination Period, by (ii) the Projected Debt Service for the Relevant Period immediately following such Determination
Date.


 


“Net Cash Flow from Operations”
means, for any Determination Period, the net cash flows from operations of the Borrower and its Subsidiaries determined on a Consolidated
Basis in accordance with the Accounting Principles.


 




    Annex 1-17
IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


“Net Financial Debt ” means,
as of any Determination Date, (i) the sum (determined without duplication) of (a) the Borrower’s and its Subsidiaries Financial
Debt plus (b) all remaining payments owing in respect of operating leases, minus (ii) cash and marketable securities, determined
on a Consolidated Basis in accordance with the Accounting Principles.


 


“Non-Cash Items” means, with
respect to any Person for any period, the net aggregate amount (which may be a positive or negative number) of all non-cash expenses and
non-cash credits that have been subtracted or, as the case may be, added in calculating the net income of such Person during that period,
including depreciation, amortization, deferred taxes, provisions for severance pay of staff and workers.


 


“Projected Debt
Service” means, for any Relevant Period, for the Borrower and its Subsidiaries determined on a Consolidated Basis, the sum
(determined without duplication) of: (i) all scheduled payments projected to fall due on account of principal of Debt and interest
and other charges on Debt, plus (ii) any payment projected to be made or required to be made to any debt service
account under the terms of any agreement providing for the Debt during the Relevant Period; provided, that, for the
computation of interest payable during any period for which the applicable rate is not yet determined, that interest shall be
computed at the rate in effect on the relevant date of calculation plus (iii) all scheduled payments projected to fall due on
account of operating leases during such Relevant Period, including interest and any other fees and charges related to such operating
leases.


 


“Relevant Period” means each period of four Financial
Quarters immediately following a Determination Date.


 


“Right Use of Assets” means, as of any Determination
Date, any right use of assets reflected on the Consolidated balance sheet of the Borrower and its Subsidiaries.


 




    Annex 1-18
IDB Invest Loan Agreement


     


    

 


Execution Version


 


Loan Number 13814-01


 


CONFIDENTIAL


 


ANNEX 2


 


ENVIRONMENTAL AND SOCIAL PROVISIONS


 


Section 1. E&S
Definitions.


 


Capitalized terms used but not defined in this
Annex 2 (Environmental and Social Provisions) shall have the meanings provided in Annex 1 (Definitions). The
following terms are used in this Annex 2 and throughout this Agreement and all exhibits, schedules, plans, reports, and certifications
presented and approved thereunder with the following meanings:


 


“Corrective Action Plan” means
a corrective or mitigation plan, including a cost breakdown, allocation of responsibilities, and an implementation schedule, which, once
initiated, will enable the Borrower to correct and remediate the damage and adverse effects resulting from any failure to comply with
the Environmental and Social Action Plan, the Sustainability Policy, the Environmental and Social Standards and Guidelines, or the Environmental
and Social Legislation, or to correct or mitigate the adverse effects of any Serious Incident.


 


“Environmental and Social Action Plan”
means the plan prepared by the Borrower in accordance with Annex 2A (Environmental and Social Action Plan) attached to this
Annex 2, which shall indicate the necessary actions, including the allocation of responsibilities and implementation schedule, for the
purpose of ensuring that the design, operation, and maintenance of all the Borrower’s facilities, plants, and equipment meet and
maintain compliance with the Environmental and Social Standards and Guidelines, the Environmental and Social Legislation and the Sustainability
Policy.


 


“Environmental and Social Legislation”
means all applicable statutes, laws, regulations, decrees, resolutions, codes, orders, plans, court decrees, and applicable judicial or
administrative decisions or interpretations issued at the international, national, state, municipal, or sector level that govern or make
reference to Environmental and Social Issues.


 


“Environmental and Social Monitoring
Report” means the true, accurate and complete report on compliance with the environmental guidelines established in the Environmental
and Social Action Plan, confirming compliance with said guidelines or detailing the noncompliance thereof, together with the remedial
action taken to ensure compliance with said Environmental and Social Action Plan.


 


“Environmental and Social Standards and
Guidelines” means sector-specific guidelines and performance standards that contain best environmental and social practices
to be implemented by the company in the design, operation, and maintenance of all its facilities, plants, and equipment, pursuant to the
Sustainability Policy and other guiding regulations and documents listed in the Environmental and Social Action Plan.


 


“Serious Incident” means an
event of accident, death, spillage of hazardous substances, explosions, fire, environmental or social claims or suits, significant complaints
from the public or environmental authorities, or significant personal injury, among others.


 




    Annex 2-1
IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


“Sustainability Policy” means the IDB
Invest Environmental and Social Sustainability Policy (document CII/GP-16-15), available at:
https://idbinvest.org/sites/default/files/2020-05/idb_invest_sustainability_policy_2020_EN.pdf.


 


Section 2. E&S
Representations and Warranties.


 


		2.1.	Environmental and Social
Considerations. The Borrower declares that it and each of the Guarantors is in substantial compliance with the Environmental and
Social Legislation, the Sustainability Policy and the applicable Environmental and Social Standards and Guidelines, with the exception
of any action specifically noted in the Environmental and Social Action Plan as still pending with respect to achieving said substantial
compliance.



 


Section 3. E&S Conditions Precedent to First
Disbursement.


 


[Intentionally Omitted.]


 


Section 4. E&S Conditions Precedent to All
Disbursements.


 


[Intentionally Omitted.]


 


Section
5. E&S Affirmative Covenants.


 


		5.1.	Unless previously authorized in writing by IDB Invest, the Borrower shall,
and shall cause each of the Guarantors to, comply with the following obligations set forth below:



 


		(i)	Due Diligence and Use of Loan Proceeds. Conduct its business with due diligence, in an efficient
and environmentally responsible manner, adhering fully to the customary practices in its area of business and ensuring that all its operations
are carried out in accordance with market conditions. Execute the Environmental and Social Action Plan;



 


		(ii)	Annual Reporting. Within no more than forty five (45) days from the close of each Financial Year,
provide IDB Invest an Environmental and Social Monitoring Report;



 


		(iii)	Laws, Rules, and Regulations. Conduct all its activities in accordance with all national, provincial,
and municipal laws, rules, and regulations applicable to said activities, including any applicable Environmental and Social Legislation;
and



 


		(iv)	Licenses, Approvals or Permits. Maintain in force all licenses, approvals, and permits necessary
for its business and operations, in general, including, but not limited to, those issued by any Governmental Authority and required by
any Environmental and Social Legislation. Comply with and observe all conditions and restrictions contained in or imposed by any such
licenses, approvals, or permits.



 




    Annex 2-2
IDB Invest Loan Agreement


     


    

 


Loan Number 13814-01


CONFIDENTIAL


 


		5.2.	Environmental and Social Considerations. Design, build, operate,
and maintain all of the Borrower’s facilities, plants, and equipment in accordance with the requirements set forth in the Environmental
and Social Action Plan, the Environmental and Social Legislation, the Environmental and Social Standards and Guidelines, and the Sustainability
Policy. In the event that the Borrower or any Guarantor detects:



 


		(i)	any noncompliance with the Environmental and Social Action Plan, the Environmental and Social Legislation,
the Environmental and Social Standards and Guidelines, and/or the Sustainability Policy; or



 


		(ii)	any Serious Incident, the Borrower shall:



 


		(a)	notify IDB Invest within ten (10) Business Days from occurrence in the event of any such noncompliance,
or within seventy-two (72) hours in the event of a Serious Incident, providing a reasonably detailed written description of such noncompliance
or Serious Incident, including, but not limited to an account of (i) fatalities or serious injuries to personnel, and/or (ii) releases
of hazardous substances, and/or (iii) unplanned releases, and/or (iv) explosions or fires;



 


		(b)	shall engage, diligently and at its own expense, the services of a qualified professional satisfactory
to IDB Invest, to investigate the noncompliance or Serious Incident and prepare a written report for IDB Invest describing the event,
in the understanding that such report shall include a reasonable description of the event, detailing its extent, magnitude and impact;
and



 


		(c)	shall take, diligently and at its own expense, all the steps necessary to implement the pertinent Corrective
Action Plan in a form and substance satisfactory to IDB Invest.



 


		5.3.	Monitoring and Inspection Visits. At the request of IDB Invest, allow
IDB Invest or the person it designates to visit and inspect the Borrower’s and each Guarantor’s properties; conduct appraisals;
examine the applicable business records, accounting books, and tax returns; and request from the Borrower’s and each Guarantor’s
officials information about the Borrower’s and each Guarantor’s activities, assets, operational activities, financial situation,
operating results, outlook, and the state of its compliance with the requirements pertaining to the Environmental and Social Issues and
the implementation of the Environmental and Social Action Plan, at appropriate times and with appropriate frequency (at least once a year).



 


Section 6. E&S
Negative Covenants.


 


[Intentionally Omitted.]


 


Section 7. Events
of Default.


 


		7.1.	The Borrower fails to implement or comply with the Environmental and Social
Action Plan and fails to remedy said noncompliance within thirty (30) days from IDB Invest’s corresponding written notice to the
Borrower.



 


 


 


Annex 2-3


IDB Invest Loan Agreement