EXCLUSIVE BUYER REPRESENTATION AND NON-CIRCUMVENTION AGREEMENT

This Exclusive Buyer Representation and Non-Circumvention Agreement is entered into between the following parties:

NGM HOLDINGS, INC., operating as PANAMA PROPERTIES a corporation duly registered under Folio Real No. 15570440 of the Mercantile Section of the Public Registry of Panama, with domicile in the Republic of Panama, and operating under Panamanian Real Estate Broker License No. 0936, hereinafter referred to as “THE BROKER”, on the one hand;

Buyer / Client

of legal age acting on their own behalf, hereinafter referred to as “THE CLIENT / BUYER.”

Both parties shall collectively be referred to as “THE PARTIES.”

THE PARTIES hereby agree to enter into this agreement for the purpose of facilitating the purchase of real estate located within the Republic of Panama, under the following terms and conditions:

CLAUSES

FIRST: PURPOSE OF THE AGREEMENT

THE CLIENT / BUYER retains THE BROKER to act as exclusive buyer representative in identifying, presenting, and coordinating the purchase of real estate properties located in the Republic of Panama.

THE BROKER may present properties that are either listed under its own brokerage portfolio or offered through other brokers, developers, or private sellers.

SECOND: BROKER SERVICES

THE BROKER agrees to provide professional real estate services including, but not limited to:

• Identifying and presenting suitable properties

• Coordinating property showings

• Communicating with listing agents, developers, or property owners

• Assisting with negotiations

• Coordinating due diligence and transaction procedures

THE CLIENT / BUYER acknowledges that these services are typically provided without direct cost to the buyer, as the real estate commission is commonly paid by the seller or developer.

THIRD: EXCLUSIVE REPRESENTATION

THE CLIENT / BUYER agrees that during the validity of this agreement they will work exclusively with THE BROKER for the purpose of purchasing real estate within the Republic of Panama.

THE CLIENT / BUYER further agrees that any property listings, advertisements, referrals, or opportunities independently discovered by THE CLIENT / BUYER shall first be communicated to THE BROKER so that THE BROKER may coordinate communication, negotiations, and property viewings.

FOURTH: NON-CIRCUMVENTION

THE CLIENT / BUYER agrees not to circumvent, bypass, or exclude THE BROKER in any real estate transaction involving properties introduced, presented, discussed, or shown by THE BROKER.

This restriction includes, but is not limited to:

• Contacting property owners directly

• Contacting developers directly

• Contacting listing brokers or agents directly

• Attempting to negotiate a purchase without the participation of THE BROKER

• Using information provided by THE BROKER to pursue a transaction through another intermediary

Any property introduced, presented, or shown by THE BROKER shall be considered protected property under this agreement.

FIFTH: CONFIDENTIALITY

THE CLIENT / BUYER agrees to maintain strict confidentiality regarding all information provided by THE BROKER, including but not limited to:

• Property details

• Owner or developer information

• Pricing discussions

• Negotiation strategies

• Private or off-market listings

Such information shall not be disclosed to any third party without the prior written consent of THE BROKER.

SIXTH: NON-CIRCUMVENTION PENALTY

In the event that THE CLIENT / BUYER directly or indirectly purchases, leases, negotiates, or otherwise acquires any property introduced or shown by THE BROKER without the participation or consent of THE BROKER, THE CLIENT / BUYER agrees to pay THE BROKER liquidated damages equivalent to the standard real estate commission applicable in Panama, which shall not be less than five percent (5%) of the total purchase price of the property.

THE PARTIES acknowledge that this amount represents a reasonable estimate of damages suffered by THE BROKER due to circumvention of its professional services.

This obligation shall apply regardless of whether the transaction is completed:

• directly with the property owner,

• through another broker or agent, or

• through any third party acting on behalf of THE CLIENT / BUYER.

SEVENTH: PROTECTION PERIOD

The obligations contained in this agreement shall remain in effect for a period of twelve  (12) months from the date of signing with respect to any property introduced, shown, or disclosed by THE BROKER during the validity of this agreement.

If THE CLIENT / BUYER purchases or attempts to purchase any such property during this protection period without the participation of THE BROKER, the penalty described in Clause Sixth shall apply.

EIGHTH: BREACH AND TERMINATION

In the event that THE CLIENT / BUYER breaches any provision of this agreement, THE BROKER shall have the right to:

1. Immediately terminate the business relationship;

2. Refuse to provide additional services or property showings;

3. Seek recovery of damages or commissions as established in this agreement; and

4. Pursue any legal remedies available under the laws of the Republic of Panama.

NINTH: GOVERNING LAW AND JURISDICTION

This agreement shall be governed by and interpreted in accordance with the laws of the Republic of Panama.

Any dispute arising from this agreement shall be submitted to the competent courts of the Republic of Panama.

ACCEPTANCE

By signing below, THE PARTIES confirm that they have read, understood, and voluntarily agree to the terms and conditions set forth in this agreement.

This agreement is executed in the Republic of Panama, on