General Contract for Deposit, Custody, and Administration of Securities Services Provided by CEDEVAL S.A. de C.V.

GENERAL CONTRACT FOR DEPOSIT, CUSTODY, AND
ADMINISTRATION OF SECURITIES SERVICES PROVIDED BY CENTRAL DEPOSIT OF SECURITIES VARIABLE CAPITAL ANONYMOUS SOCIETY, CEDEVAL S.A. DE C.V.

On the one hand, Mr. ____________________, aged __________, __________ (profession), residing at ____________________ (municipality and department), holder of the Unique Identity Document number ____________________, acting in the capacity of ____________________ (representative capacity), of the society CENTRAL DEPOSIT OF SECURITIES VARIABLE CAPITAL ANONYMOUS SOCIETY, residing in Antiguo Cuscatlán, La Libertad department, hereinafter referred to as CEDEVAL or "the Depository", with tax identification number ____________________ and taxpayer registration number ; and on the other hand (relating the general details of the contracting society and its representative, indicating the capacity in which they appear, their authorization and legal representation, as well as reference to their fiscal documents), who shall be designated according to the capacity held by virtue of this contract, as "" (the Primary Direct Participant, Secondary, Issuer, etc.), we celebrate this General Contract for Deposit, Custody, and Administration of Securities Services, which consists of the following general clauses, as well as the special ones indicated:

OBJECT. By virtue of this contract, CEDEVAL will provide the Participant with deposit, custody, and administration of securities services.

SUPERVISORY AUTHORIZATION OF THE PARTIES.
CEDEVAL declares that it is authorized by the Superintendence of the Financial System to operate as a Specialized Securities Depository for the deposit, custody, and administration of securities; and to provide document custody services under the terms established in the applicable legislation, its General Internal Regulations, and other norms governing the depository. Based on the foregoing, the parties agree to celebrate this Services Contract provided to a Participant.

III. APPLICABLE REGULATION TO THE CONTRACT.

CEDEVAL and the Participant declare that, in the celebration and execution of this contract, they will be subject especially to what is provided by the Securities Market Law, the Law on Electronic Book Entries of Securities in Account, the Law on Asset Securitization, the Investment Funds Law, the Commercial Code, the Law on Supervision and Regulation of the Financial System, the Law Against Money Laundering and Assets; to the technical norms issued by the Standards Committee of the Central Reserve Bank of El Salvador, those emanating from CEDEVAL and the Stock Exchange of El Salvador, all insofar as they are applicable to this contract.

IV. PARTICIPANT'S REGULATORY ADHESION.

In accordance with this contract, CEDEVAL and the Participant accept and undertake as part of the main contractual obligations to submit from this date, within the framework of their compliance, to the legislation applicable to the commercial activity carried out by CEDEVAL, to the norms emanating from CEDEVAL intended for securities depositors, to the technical norms issued by the Standards Committee of the Central Reserve Bank of El Salvador and those issued by the Stock Exchange of El Salvador S.A. de C.V. that are pertinent, as well as to all those others that are applicable to CEDEVAL or the Participant by reason of the nature of the services arising from the contract agreed upon in this act.

The contravention or infringement by CEDEVAL or the Participant of any norm of a legal, regulatory, regulatory, internal to CEDEVAL or the Stock Exchange, or other applicable according to the previous paragraph, is accepted and understood by the parties to be in turn constitutive of breach of this contract, insofar as it is also of the contractual obligation of regulatory adherence stipulated by the parties.

The Participant accepts as their responsibility the obligation to have professionalized, timely, and sufficient knowledge of the legislative norms, the internal norms of CEDEVAL to which they will be subject, as well as those issued by governmental institutions of mandatory observance.

The parties accept that new legal or regulatory provisions that are enacted in the future modifying or establishing new regulations that have effects on the present contractual relationship, in case of contradiction with this instrument, will prevail over it.

V. TERM.

This contract is celebrated for an indefinite period.

Business and operations pending conclusion on the date this contract ceases to produce effects for any cause must be carried to completion by the parties, having the obligation to comply with all pending legal and contractual obligations, contracted under their regime.

VI. ONLINE AND COMPUTER SERVICE SYSTEMS MADE AVAILABLE TO THE PARTICIPANT BY CEDEVAL.

CEDEVAL may make available to the Participant services through computer or internet platforms, for purposes of obtaining information, requesting transactions, or requesting other types of services of interest, all within the framework of this contract. CEDEVAL may establish additional mechanisms for information, transactions, or submission of requests, through means or access channels different from those described above.

CEDEVAL will provide the Participant with information through various statements, queries, and reports accessible through the computer access system made available to them, some of which will be generated automatically and others upon express request of the Participant.

The services offered will be configured and differentiated according to the characteristics of the contractor, the nature of the contract signed, and the rights and obligations acquired according to the special clauses contained in this contract.

In terms of access to information, transactional, or other types of requests, the Participant will have the following rights and obligations:

1) User registration and general contracting conditions.

The Participant may obtain the registration of assigned users, remaining subject to the general conditions for the provision of the service, established regarding this by CEDEVAL.

2) Authority to establish norms for the provision of the service and management of access systems.

CEDEVAL will establish the rules and procedures pertaining to the delivery, validation, and use of passwords, as well as the information and security mechanisms for its clients. This contract will be subordinate to the norms that CEDEVAL must observe in matters of cybersecurity.

3) Use of applications and access systems determined by CEDEVAL.

The Participant may have access to information on balances, accounts, and other data, made available to them through the systems established by CEDEVAL.

CEDEVAL will provide the Participant with access to the computer application that is available so that, through it, they can operate to execute the tasks identified in the general conditions established regarding this by CEDEVAL.

4) Obtaining confidential passwords.

CEDEVAL will assign to the Participant confidential electronic access passwords, personal for each user, which will be non-transferable and non-revealing to third parties; so that they can consult the information of those deposit accounts or of another kind on which they can perform acts of disposition; passwords, which they may modify and, in general, administer as they deem appropriate.

5) Designation of users.

The Participant must designate one or several users to whom CEDEVAL will provide electronic access keys to the respective application and which will allow them to operate in it, which will be confidential, personal, and non-transferable. These users will have access to the queries and report generations enabled by CEDEVAL.

6) Proper use of obtained passwords.

Participants who are users of electronic access passwords must take the necessary measures to prevent improper use by their personnel or by third parties, being liable for all actions of their employees and for damages caused to CEDEVAL or third parties; and comply with the economic obligations incurred by them.

The Participant must use their access rights to the computer or internet applications made available to them under this contract and solely for the purposes established by CEDEVAL, being prohibited from reproducing, copying, modifying, commercializing, and disclosing them by any means or circumstance, whether for their own benefit or that of third parties.

7) Contingency plans and measures.

The parties will establish the necessary contingency plans and measures to manage the computer risks of their systems and ensure the respective continuity of access.

8) Responsibility for proper use.

The parties expressly state that the Participant is solely responsible for the proper use that their respective users make of the access codes and electronic access passwords.

9) Release of responsibility.

The Participant releases CEDEVAL from all responsibility for damages, whether patrimonial or economic, whose direct or indirect cause is the erroneous, improper, or fraudulent use of the respective confidential passwords, provided that it is attributable to the Participant and not to CEDEVAL.

VII. CONTRACTUAL LIABILITY OF THE DEPOSITORY.

CEDEVAL will be liable to the Participant for any loss, damage, deterioration, or destruction of securities and for errors and delays that occur in the provision of its services according to the terms regulated in this contract.

CEDEVAL recognizes and accepts that debts that the Participant may have with the depository cannot be made effective with the securities of the custodied funds or with the balance of the Participant's current accounts.

CEDEVAL or the Participant will not have liability when the breach of this contract is due to the occurrence of fortuitous event or force majeure, for causes covered by the theory of unforeseeability, for others that do not entail imputability for the parties or those legally established.

VIII. DUTIES IN MATTER OF PREVENTION OF MONEY LAUNDERING AND ASSETS, TERRORISM FINANCING, AND FINANCING OF THE PROLIFERATION OF WEAPONS OF MASS DESTRUCTION.

The Participant undertakes and accepts to provide the necessary information so that CEDEVAL can comply with its legal duties related to the Law Against Money Laundering and Assets; especially, in order to satisfy the information requirements coming from competent judicial or governmental authorities, as well as with its duties of managing the risk of money and asset laundering, terrorism financing, and the financing of the proliferation of weapons of mass destruction, without prejudice to other information that must be required of the depository due to duties established in other laws or regulations applicable in the matter.

IX. CONFIDENTIALITY OBLIGATIONS.

By this clause, the terms and conditions that will govern the exchange of confidential information between the parties, by reason of this contract, are established.

By "confidential information" is understood all information exchanged orally or in writing, communicated by one transmitting party to the other receiving party, during the prosecution of the purposes of this contract; including, among others: information of a legal, technical, financial, tax, and commercial or business nature, and in general, all information that the parties transmit to each other either prior to or subsequent to its signing or on the occasion of it.

In addition to the rest of the contractual obligations already stipulated, the parties undertake to:

1) Keep confidential information in strict reserve and not reveal any data of the confidential information to third parties, without the consent of the transmitting party.

2) Use the confidential information exclusively for the purposes of execution or compliance with this contract, abstaining from any other different use.

3) Disclose confidential information only to authorized persons for its reception within the organization.

4) Instruct personnel who will be in charge of receiving the confidential information about their obligation to treat and use as reserved the confidential information they receive.

5) Not disclose confidential information to any person or entity for any reason, in contravention of what is provided in this instrument, unless it is expressly authorized in writing by the transmitting party.

6) Act with due diligence to prevent the copying or revelation of confidential information to third parties, unless there is approval from the transmitting party and solely within the terms of such approval.

The parties will be responsible to each other for the breach of this obligation, whether by their employees, partners, subcontractors, or any other person to whom they had transferred or revealed the confidential information.

This contract does not establish any kind of limitation for CEDEVAL, insofar as it does not prohibit the fulfillment of its duties to deliver information of the Participant as the transmitting party of the confidential information, to administrative or judicial authorities in the exercise of their functions, even if it may be qualified as confidential according to this clause; nor does it establish any kind of limitations for CEDEVAL to comply with its duties of disclosure of information to the public, established legally.

The obligations on confidentiality provided in this instrument will not apply if it concerns information that:

1) Is public domain.

2) Subsequent to its transmission, by one party, becomes public domain, by means other than a breach of this clause.

3) Constitutes information that is in the possession of the receiver and is not subject to confidentiality obligations; or that was not obtained from the other contracting party.

4) That which must be disclosed by virtue of current legislation or by order of an administrative authority or courts of justice.

5) That which has been generated, independently or separately from this contract, by or for the receiving party, without any connection with the contractual information involved.

6) That was known by the receiving party prior to the date on which they received it from the transmitting party, with the burden of proof resting on the receiving party.

7) That must be transferred to a third party by mandate of law or by judicial or administrative request.

This clause will not in any way prevent CEDEVAL from sharing any kind of business, operational, or transactional information with the Stock Exchange of El Salvador S.A. de C.V. or another stock exchange, depository, or custodian with which it operates, provided that the foregoing does not contravene what is provided by Art. 63 of the Law on Electronic Book Entries of Securities in Account.

X. PROHIBITION OF TRANSFER OF CONTRACTUAL RIGHTS.

The Participant may not assign, nor transfer in any form the rights and faculties that they acquire in accordance with this contract.

XI. SPECIAL CLAUSE.

In this clause, the corresponding section will be inserted, applicable according to the Participant with whom the General Services Contract is signed:

• Primary Direct Participant
• Secondary Direct Participant
• Issuer Direct Participant
• Issuer Direct Participant of Shares
• Direct Participant Investment Fund Manager Society

XII. SUSPENSION OF THE CONTRACT.

The suspension of this contract will entail the suspension of the contractor's right to operate as a Participant, for an equal period.

Grounds for suspension of this contract are:

1) Those established by the General Internal Regulations of CEDEVAL, particularly in its Art. 25; those provided in other norms issued by the depository; and those determined by regulations authorized by the Standards Committee of the Central Reserve Bank of El Salvador, applicable to CEDEVAL.

2) The suspension suffered by the Participant of their authorization to act as ____________________, declared by the Superintendence of the Financial System. For this purpose, the administrative or judicial act that orders the cessation of operations will be considered, and from the moment it becomes effective, except for the filing of appeals by the aggrieved party that benefit them in turn with the suspension of the act of suspension of the challenged authorization.

3) The suspension suffered by the Participant of their legal authorization to act as ____________________, declared by the Stock Exchange of El Salvador S.A. de C.V. or another stock exchange in which it operates, with the same consideration of the second paragraph of the previous number.

4) In the case of dissolution or judicial liquidation of entities subject to supervision and auditing in accordance with the Law on Supervision and Regulation of the Financial System, such as banks, insurance companies, brokerage houses, investment fund managers, securitization societies, pension fund management societies, the Board of Directors of CEDEVAL may, for cause, declare the suspension of the contract signed with the intervened entity;

5) In the case of judicial or administrative intervention of entities subject to supervision and auditing in accordance with the Law on Supervision and Regulation of the Financial System, such as banks, insurance companies, brokerage houses, investment fund managers, securitization societies, pension fund management societies, the Board of Directors of CEDEVAL may, for cause, declare the suspension of the contract signed with the intervened entity.

XIII. GROUNDS FOR TERMINATION OF THE CONTRACT.

The termination of this contract will entail its extinction and the absolute loss of the Participant's right to operate in that capacity.

This contract terminates especially in the following cases:

1) By the manifestation of one of the parties to the other regarding their intention to leave it without effect, with at least thirty business days' advance notice.

2) In the case of dissolution or judicial liquidation of entities subject to supervision and auditing in accordance with the Law on Supervision and Regulation of the Financial System.

3) By any of the parties involved or declared judicially by a competent authority as a participant, facilitator, or instigator of activities associated with any kind of crimes, especially activities related to asset laundering and terrorism financing or other crimes generating money and asset laundering; prior to carrying out the procedure established in articles 24, 25, and 26 of the Instruction for the Prevention, Detection, and Control of Money and Asset Laundering, Terrorism Financing, and Financing of the Proliferation of Weapons of Mass Destruction.

4) CEDEVAL may unilaterally terminate this contract without the need for judicial intervention, with prior notice of at least fifteen business days in advance to the Participant, for the following causes:

a) In the cases established in the General Internal Regulations of CEDEVAL or in its other norms authorized by the Standards Committee of the Central Reserve Bank of El Salvador;

b) By the Participant's breach of the obligations established in this contract and in the other norms to whose compliance the parties adhere;

c) It may also be terminated or resolved due to the Participant's breach of their obligations contracted under this contract, implicit or explicit, being able to claim from the defaulting party the damages and losses that may arise;

d) By the Participant's loss of the administrative authorization that enables them to develop the financial operations proper to their nature. For this purpose, the administrative or judicial act that orders the cessation of operations will be considered, and from the moment it becomes effective, except for the filing of appeals by the aggrieved party that benefit them with the suspension of the act of revocation of the challenged authorization.

e) By the declaration of bankruptcy or suspension of payments, issued judicially against the Participant.

f) By the commission of criminal, negligent, or fraudulent acts, carried out by the Participant or their administrators, in the exercise of their position, proven judicially.

5) By the causes legally established.

XIV. MODIFICATION OF THE CONTRACT.

The clause content of this contract cannot be modified by the parties, as it has been previously approved by the Standards Committee of the Central Reserve Bank of El Salvador.

XV. PATRIMONIAL LIABILITY IN CASE OF BREACH.

When the Participant infringes with their actions this contract, the General Regulations of CEDEVAL, or any of the norms to which they adhere, especially producing an irregular development of the depository's functions, they will become entitled to the penalties or surcharges that are in force, initially those indicated in the annex of this contract. These are also published in accordance with what the Securities Market Law establishes and changes will be informed, prior to their effectiveness, in accordance with what is established by the General Regulations of CEDEVAL and other applicable regulations.

This without prejudice to the liability for damages and losses incurred against CEDEVAL.

XVI. GROUNDS FOR EXPIRATION OF THE CONTRACT.

This contract will expire immediately in the following cases:

1) For lack of payment of commissions or other items owed to CEDEVAL by the Participant.

2) For breach, by the Participant, of any of the obligations contracted by this means.

3) If the Participant is classified as insolvent.

XVII. ARBITRATION CLAUSE.

In accordance with Art. 26 of the Law on Mediation, Conciliation, and Arbitration, the parties may agree through a separate and subsequent agreement that conflicts arising between them due to breach of the obligations established in this contract will be resolved through equity arbitration and in accordance with the procedures established by the aforementioned Law. In that case, each of the parties will appoint an arbitrator, and the two designated will appoint a third party who will be the President of the arbitral tribunal.

XVIII. COMMISSIONS AND SURCHARGES.

The Participant accepts and expressly undertakes to pay the commissions, surcharges, and other items that are applicable to the contracted and received services, in accordance with the applicable legislation and the publications made in accordance with what is established by the General Internal Regulations of CEDEVAL and other applicable regulations.

XIX. SUBSTITUTION OF PREVIOUS CONTRACTS.

This contract replaces any other previously signed between CEDEVAL and the Participant regarding the agreed purposes.

XX. SPECIAL DOMICILE.

For the purposes of this contract, the parties fix as special domicile ____________________, to the jurisdiction of whose courts they submit.

XXI. EFFECTIVENESS.

This contract will enter into effect on the date of its signing.

Place and date of contract signing

Signature of the Representative of CEDEVAL S.A. de C.V.

Signature of the Representative of the Service Contractor

Contract authorized by the Board of Directors of CEDEVAL S.A. de C.V. No. JD-03/2023 of March 21, 2023 and approved by the Committee d