Execution Copy - Flety App, LLC - 1.

60% Membership Interest Purchase Agreement

Augusto Chirimelli – Ramón Rodríguez Gutierrez.

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (this “Agreement”), dated as of

October 1st, 2022 (“Effective Date”), is made by and between Augusto Chirimelli,
Venezuelan citizen domiciled in the city of Caracas, Venezuela (“Seller”) and Ramón
Rodríguez Gutierrez, Venezuelan citizen domiciled in the city of Caracas, Venezuela
(“Purchaser”).

RECITALS

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase

from the Seller, 1.60% of the outstanding membership interests (the “Purchased Interest”)
of Flety App, LLC, a Florida limited liability company, document number L22000394089
(“Flety”);

WHEREAS, on September 8th, The Seller and the Purchaser agreed the
acquisition by the Purchaser of 1.60% of the equity interest of Flety App, LLC.

WHEREAS, all of the transactions contemplated by this Agreement are deemed

to occur simultaneously.

NOW, THEREFORE, in consideration of the mutual terms, conditions and other

agreements set forth herein, the parties hereby agree as follows:

Agreement to Sale and to Purchase. At the Closing and upon the terms and subject
to the conditions set forth in this Agreement, in consideration of the Purchase Price, Seller
shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase
and accept from Seller, in each case effective as of the Effective Date, the Purchased
Interest, free and clear of any liens.
1. Purchase Price. The aggregate purchase price payable by Purchaser to Seller
for the Purchased Interest (the “Purchase Price”) shall be an amount equal to US$20,000
and payable in full to the Seller on the closing date.

2. Closing.

(a) The closing of the transactions contemplated hereby (the “Closing”)

will take place simultaneously with the execution and delivery of this Agreement by
each of the parties (or at such other time and place as shall be mutually agreed upon
in writing by the parties). The date on which the Closing is held is referred to
herein as the “Closing Date”.

(b) Simultaneously, at the Closing:

(i) Purchaser shall deliver to Seller the Purchase Price (as defined
above); and

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 Execution Copy - Flety App, LLC - 1.60% Membership Interest Purchase Agreement
Augusto Chirimelli – Ramón Rodríguez Gutierrez.

(ii) Seller shall deliver to Purchaser such other appropriate instruments

of transfer with respect to the Purchased Interest and any other
documents, if any, reasonably necessary or appropriate to sell,
assign, transfer and convey to Purchaser all right, title and interest in
and to the Purchased Interest as of the Effective Date.

3. Failure to Pay Installment. If the Purchaser fails to timely pay the

Installment described in Section 2 and if such failure has not been cured by the Purchaser
within five (5) days following the applicable due date, then the Company may, by
resolution of the directors, at any time, thereafter, forfeit and cancel any unpaid
Membership Interest held at such time by the Purchaser.

4. Representations and Warranties of Seller. Seller hereby represents and

warrants to Purchaser as of the Closing Date as follows:

(a) The execution, delivery and performance of this Agreement, and the
consummation of the transactions contemplated hereby, do not: (a) violate or conflict with
any provision of the organizational documents of Flety, including Flety’s Operating
Agreement; (b) violate any applicable provision of law, rule of common law, statute,
judgment, order, writ, injunction, decree, award, rule, or regulation binding on Seller; or (c)
violate, result in a breach of, constitute a default or cause any obligation or penalty to arise
under any contract or instrument to which Seller is a party.

(b) Seller owns the Purchased Interest and is the sole record and beneficial
owner of the Purchased Interest, free and clear of any liens.

(c) Except as provided in Flety’s Operating Agreement, there are no preemptive

or other rights to subscribe for or to purchase, and no restriction upon the voting of, transfer
of, rights of first refusal, rights of first offer or preferential rights, any interest in Flety.

(d) Flety is a limited liability company duly organized and validly existing
under the laws of the State of Florida.

(e) There is no pending or threatened legal or administrative action by any

governmental entity that would result in the dissolution of Flety.

(f) There are no actions, suits, investigations, or proceedings pending or

threatened by or before any court, administrative agency, or other governmental authority
or any arbitrator against or relating to the Purchased Interest, or Flety.

(g) Flety has filed on a timely basis all tax returns that are or were required to be
filed. All such tax returns were correct and complete in all material respects.

5. Representations and Warranties of Purchaser. Purchaser hereby represents

and warrants to Seller as of the Closing Date as follows:

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Augusto Chirimelli – Ramón Rodríguez Gutierrez.

(a) The execution, delivery and performance of this Agreement by Purchaser,

and the consummation of the transactions contemplated hereby, has been duly and validly
authorized by all requisite action of Purchaser.

(b) The execution, delivery and performance of this Agreement, and the
consummation of the transactions contemplated hereby, do not: (a) violate any applicable
provision of law, rule of common law, statute, judgment, order, writ, injunction, decree,
award, rule, or regulation binding on Purchaser; or (b) violate, result in a breach of,
constitute a default or cause any obligation or penalty to arise under any contract or
instrument to which Purchaser is a party.

6. Governing Law, Jurisdiction. This Agreement together with all claims,

issues and questions concerning the construction, validity, interpretation and enforceability
of this Agreement and the exhibits and schedules hereto (whether in contract or tort) that
may be based upon, arise out of or relate to this Agreement or the negotiation, execution or
performance of this Agreement (including any claim or cause of action based upon, arising
out of or related to any representation or warranty made in or in connection with this
Agreement), or the transactions contemplated hereby, shall be governed by, and construed
in accordance with, the laws of the State of Florida, without giving regard to conflicts or
choice of law principles that would result in the applicability of any law other than the law
of the State of Florida.

7. Dispute Resolution. The parties agree that any dispute, controversy or claim
arising out of, relating to or in connection with this Agreement, including any dispute
regarding its validity, nullity or termination, or the performance or breach thereof (a
“Dispute”) shall be finally settled by binding international arbitration before a tribunal of
three arbitrators (the “Tribunal”). The arbitration shall be administered by the International
Court of Arbitration of the International Chamber of Commerce (the “ICC”) in accordance
with the ICC Rules of Arbitration (“ICC Rules”) as in effect at the time of the arbitration,
except as they may be modified herein or by agreement of the parties. The place of
arbitration shall be the city of Miami, Florida. The arbitration shall be conducted in the
English language. The party initiating the arbitration shall submit with its request for
arbitration a single list of three (3) proposed independent and neutral arbitrators. If the party
initiating the arbitration fails to submit a list of three proposed arbitrators with the request
for arbitration, the ICC shall prepare the list and send it to the respondent. Within 15 days
of its receipt of the claimant’s list of proposed arbitrators, respondent shall submit a single
list of three (3) proposed independent and neutral arbitrators to the claimant. If the
respondent does not submit a list of three proposed independent and neutral arbitrators, the
ICC shall prepare the list and send it to the claimant. Within 15 days of claimant receipt of
respondent’s list of proposed arbitrators, the claimant will nominate one proposed arbitrator
from the respondent’s list, and the respondent will nominate one proposed arbitrator from
the claimant’s list for confirmation by the ICC. If a party does not agree upon and nominate
an arbitrator from the list, the ICC shall nominate an arbitrator from the list. Nomination of
an arbitrator shall not bar the party nominating that arbitrator from seeking to disqualify the
arbitrator in accordance with the ICC Rules if the arbitrator’s disclosure statement or other
evidence indicates the arbitrator is not neutral, independent or otherwise qualified to be
serve. Once confirmed by the ICC, the two co-arbitrators shall proceed to select the

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Augusto Chirimelli – Ramón Rodríguez Gutierrez.

president of the Tribunal. The parties may consult with their co-arbitrators concerning the
nomination of a candidate to serve as president of the Tribunal. If the co-arbitrators fail to
nominate a president for confirmation by the ICC within 30 days, the ICC shall select the
president of the Tribunal. The federal courts located in Miami, Florida shall have exclusive
jurisdiction over any action brought to confirm or annul the award, and each of the parties
hereto submits to such exclusive jurisdiction for such purpose. Notwithstanding the
preceding, application may be made to any court of competent jurisdiction with respect to
the enforcement of any award(s) and entry of judgment upon any award(s) rendered by the
Tribunal. The parties waive to the fullest extent permitted by law any rights to appeal to, or
to seek review of the award of the Tribunal by, any court. The arbitrators are authorized to
include in their award an allocation to any party of such costs and expenses, including
attorneys’ fees, as the arbitrators shall deem reasonable. THE PARTIES HERETO AGREE
THAT THEY HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN
ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS
AGREEMENT.

8. Counterparts. This Agreement may be executed in multiple counterparts,

each of which shall be deemed an original but all of which taken together shall constitute
one and the same instrument.

9. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.

10. Amendment or Supplement. This Agreement may be amended, modified or

supplemented only by written agreement of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
***

[Signature Page Follows]

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Execution Copy - Flety App, LLC - 1.60% Membership Interest Purchase Agreement
Augusto Chirimelli – Ramón Rodríguez Gutierrez.

THE SELLER

_________________________
Augusto Chirimelli

THE PURCHASER

_________________________
Ramón Rodríguez Gutierrez