General Contract for Services Related to the Issuance of Negotiable Deposit Certificates (CDN)

GENERAL CONTRACT FOR SERVICES RELATED TO THE ISSUANCE OF NEGOTIABLE DEPOSIT CERTIFICATES (CDN)

On one part _____________________________________________, of legal age, with domicile at _______________________, acting in the capacity of _________________________ of the society CENTRAL DE DEPOSITO DE VALORES SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE, with domicile at this location, with Tax Identification Number ____________________________, hereinafter referred to as CEDEVAL or "the Depository", declares that it is authorized by the Superintendence of the Financial System to operate as a specialized society in the deposit, custody, and administration of securities, that is, as a securities depository, with registry entry DC-0001-1998. On the other part _________________________________________________, acting in the capacity of ______________________ of the society __________________________________________, Secondary Direct Participant, with domicile at ______________________, with Tax Identification Number ____________________________, hereinafter referred to as "CDN Issuer", declares that it is authorized to receive time deposits as established by the Banking Law or the Law of Cooperative Banks and Savings and Credit Societies and has the authorization of the Board of Directors of the Central Reserve Bank of El Salvador to offer the product negotiable deposit certificates (CDN); we celebrate this present "General Contract for Services related to the issuance of negotiable deposit certificates", which consists of the following clauses:

I. Object. CEDEVAL will provide the CDN Issuer with the service of creation, custody, administration, and transfer of the CDNs, for which it will provide access to the CDN Issuance, Registration, and Placement Service (SERC), through the modality that the CDN Issuer establishes according to the technological connectivity applications it performs.

II. Adhesion. In accordance with CEDEVAL's General Internal Regulations, the CDN Issuer adheres to the Regulations and all applicable norms regarding operations of issuance, deposit, custody, and administration of Securities that it must carry out before the Depository.

III. Creation and placement of CDNs. The process for the creation, placement, custody in administration, and transfer of the CDNs will be carried out in accordance with what is established in the Operational Manual for the creation, placement, and transfer of CDNs, as well as the user operational manual of the CDN Issuance, Registration, and Placement Service (SERC) module that CEDEVAL has prepared; therefore, the parties by virtue of this contract are obligated to execute the operations in the manner stipulated in said manuals.

IV. Quality of the CDN Issuer. CEDEVAL confers upon the CDN Issuer the status of Secondary Direct Participant, with the following rights regarding the service related to the CDNs: 1) Access through the SERC for the verification of availability and creation of the CDNs. 2) Open securities accounts in the name of its clients for the custody of the CDN. 3) Have access to information on balances, accounts, and other data related to the CDNs created and custodied in CEDEVAL for its clients, provided that these are in custody accounts. 4) Carry out the transfer of CDNs from the custody account to a third-party account in a Brokerage House at the request of the CDN holder, for which both must be accounts in the name of the same holder. 5) Request, in the name of its clients, the issuance of balances, account statements, certificates, or certificates of book-entry securities. 6) Be informed of any adaptation, update, or change related to the SERC.

V. Applicable Regulation. CEDEVAL and the CDN Issuer 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 of Electronic Book-Entry of Securities in Account, Banking Law, Law of Cooperative Banks and Savings and Credit Societies, the Commercial Code, and the regulation issued by the Central Reserve Bank of El Salvador and by CEDEVAL, being especially subject to what is provided by its General Internal Regulations, its Operations Manual, and other provisions that establish. The parties accept that new legal or regulatory provisions that are issued 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.

VI. Duration. This contract is celebrated for an indefinite period. The business and operations pending conclusion on the date this contract ceases to have effect for any cause must be brought to completion by the parties, having the obligation to comply with all obligations incurred during its validity.

VII. Commissions. The CDN Issuer will pay CEDEVAL the applicable commissions, charges, and surcharges that are in force, initially those indicated in the annex of this contract. These are also published in accordance with what is established by the Securities Market Law, and changes will be informed, prior to their effectiveness, in accordance with what is established by CEDEVAL's General Regulations and other applicable norms.

VIII. Obligations of the CDN Issuer. 1) Observe what is provided especially in the Operational Manual for the creation, placement, and transfer of CDNs, and the user operational manual of the CDN Issuance, Registration, and Placement Service (SERC) module, as well as the applicable Salvadoran legislation, CEDEVAL's General Internal Regulations, its Operations Manual, and other applicable norms and resolutions. 2) Use the access and users granted by the depository for access to the SERC and use it exclusively for the Issuance, Registration, and Placement of CDNs. 3) Comply with the technical requirements established for access to the SERC. 4) Respond within the time limit and form established in the Operational Manual for the creation, placement, and transfer of CDNs, prior to the settlement of an operation in which an investor acquires a CDN in the secondary market, regarding the acceptance of linkage as a client; otherwise, if the CDN Issuer has not carried out the respective validation, the new CDN holder will be deemed accepted by it and cannot reject it once the compensation and settlement of the operation is completed.

IX. Placement. Prior to the placement of CDNs, the CDN Issuer must have open in CEDEVAL an account for the program's deposit, in which CEDEVAL will register the availability for the issuance of CDNs; therefore, the CDN Issuer must have the CDN program registered in the Stock Exchange and registered with the depository. The primary placement of CDNs will be carried out at the counter in accordance with the applicable regulation.

X. The parties agree that, by the signing of this contract, the CDN Issuer will fulfill its economic obligations derived from the creation and deposit of CDNs. Once the CDN is book-entry in a third-party account in a brokerage house, and in accordance with what is established by the Law of Electronic Book-Entry of Securities in Account, these obligations will be fulfilled through CEDEVAL, that is, its obligations to pay interest, amortizations, redemptions, deductions, or other returns in favor of the holder or those who have registered rights on the CDNs, it will fulfill through CEDEVAL in accordance with the procedures established by it in its Operations Manual, whose text can be consulted at any time by the security holders, in the offices of the CDN Issuer, upon their sole request. For these purposes, CEDEVAL will provide a copy of its Operations Manual to the CDN Issuer. It is also understood that the CDN Issuer authorizes CEDEVAL to cancel the CDNs represented by book-entry when they are paid.

XI. Termination. This contract will end when one of the parties manifests to the other its intention to leave it without effect, with at least sixty days' advance notice. CEDEVAL may terminate this contract whenever the CDN Issuer does not comply with what is provided in Art. 965, second paragraph, of the Commercial Code. The breach by one of the parties of its obligations incurred under this contract gives the other the right to terminate or rescind it without the need for judicial intervention, being able to claim from the breaching party the damages and losses that may apply. CEDEVAL may terminate this contract without judicial intervention and unilaterally for the following causes: 1) By breach of the CDN Issuer of the obligations established in this contract and in other applicable norms, especially the obligation to pay CEDEVAL the commissions owed to it punctually. 2) By the declaration of bankruptcy or suspension of payments issued judicially against the CDN Issuer. 3) By the performance of negligent or fraudulent acts, carried out in its capacity as Secondary Direct Participant. 4) By the CDN Issuer incurring circumstances that generate reputational risk for the depository.

XII. The CDN Issuer may not assign or transfer in any way the rights and powers it acquires in accordance with this contract.

XIII. Confidentiality. The parties declare that in accordance with the Banking Law, Law of Cooperative Banks and Savings and Credit Societies, and the Law of Electronic Book-Entry of Securities in Account, the information of their clients regarding money and securities deposits is subject to secrecy; therefore, the information transferred for the creation of CDNs is solely and exclusively for those purposes, and the CDN Issuer must obtain express authorization from its clients to share it with the depository for this purpose. For other information that must be shared, they are obligated to maintain absolute confidentiality and reserve of all information that is directly or indirectly related to the object of this contract and that they have or may have access to, during the term of validity of the agreement and indefinitely upon its conclusion.

XIV. Sanctions. When the CDN Issuer infringes with its actions CEDEVAL's General Regulations or any of the norms to which it adheres, producing an irregular development of the depository's functions, it will become entitled to the sanctions established by CEDEVAL based on the aforementioned Regulations.

XV. Arbitration Clause. In accordance with Art. 26 of the Law of Mediation, Conciliation, and Arbitration, the parties may agree as a separate agreement that conflicts arising between them due to non-compliance with the clauses established in this contract will be resolved by two arbitrator-arbiters 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 who will be the President of the arbitral tribunal.

XVI. For the purposes of this contract, the parties fix as special domicile ______________________, subject to the jurisdiction of whose courts they submit. The parties waive the right to appeal the resolutions that are issued in the lawsuit that the other party promotes against them, and if it is executive, of the seizure decree, auction sentence, and other provisos of that kind of lawsuits, waiving the right to appoint a custodian of the assets that the other party seizes, from whom the seized party hereby releases the legal obligation to provide bail.

XVII. This contract will enter into effect on this day.
In the city of __________, on the __________ days of the month of __________ of two thousand ________.-

CEDEVAL Representative CDN Issuer Representative

Annexes:

• Operational Manual for the creation, placement, and transfer of CDNs
• User operational manual of the CDN Issuance, Registration, and Placement Service (SERC) module
• Annex of Commissions in force for CDN services
• Registry of signatures of persons authorized to sign the Macrotítulo

Contract authorized by the Board of Directors of CEDEVAL, S.A. de C.V. No. JD-05/2021 of April 27, 2021 and approved by the Standards Committee of the Central Reserve Bank of El Salvador, in Session No. CN-08/2021 dated July 29, 2021.