Execution Version

CONTRIBUTION AGREEMENT TO THE PROPERTY OF TRUST F/2868 (TWO THOUSAND EIGHT HUNDRED SIXTY EIGHT) (THIS “ AGREEMENT ”), dated March 10, 2017, pursuant to the following recitals, representations and clauses, by and between each of:

PARTIES

RECITALS

WHEREAS, the parties hereto, simultaneously to the execution hereof, have entered into a trust agreement, dated March 10, 2017, identified as No. F/2868 (two thousand eight hundred sixty eight) (the “ Trust ” or “ Trust Agreement ”), whereby MCO, CAV and OBMP acted in their capacity as trustors and beneficiaries, and Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver (the “ Trustee ”), acted in its capacity as trustee, for the purpose of establishing a vehicle for a business venture between MCO, CAV and OBMP for the development and commercialization of OBMP’s vaccine technology and other OBMP cancer technologies in Mexico, as well as in connection with expediting clinical development and marketing of OBMP’s therapeutic candidates in Mexico and other countries and territories in Latin America.

WHEREAS, MCO and CAV, along with certain other shareholders of OBMP, simultaneously to the execution hereof, have entered into a shareholders’ agreement in their capacity as direct or indirect shareholders of OBMP (as applicable) (the “ Shareholders’ Agreement ” and together with the Trust Agreement, the “ Related Agreements ”).

NOW THEREFORE, based on the foregoing premises and the representations, warranties, covenants and agreements set forth herein, the parties hereby agree as follows:

CLAUSES

CLAUSE I: DEFINITIONS AND INTERPRETATION

Clause 1.1 Defined Terms. In this Agreement, capitalized terms used herein shall have the following meaning, in the understanding that capitalized terms not defined herein shall have the respective meanings assigned to such terms in the Trust Agreement.

“ Affiliate ” means, in connection with any Person (i) any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with, such Person, or (ii) any other Person that owns or controls 50% (fifty percent) or more of the shares or membership interests issued, and with voting rights, of such Person, or (iii) any officer, managing member, executive, or manager of such Person, or (iv) any other Person that is an officer, executive, managing member, manager, or holds 50% (fifty percent) or more of the shares or membership interests with voting rights of any of the Persons mentioned in subsections (i) to (iii) of this definition.

“ Agreement ” has the meaning set forth in the preamble.

“ CAV ” has the meaning set forth under Parties.

“ Closing ” has the meaning set forth in Clause 2.2 .

“ Confidential Information ” has the meaning set forth in Clause 5.1(b) .

“ Control ” means the authority to determine the management, and the policies of a Person, directly or indirectly, whether through holding securities or membership interests with voting rights, through an agreement, or otherwise.

“ Dollars ” means the legal currency of the United States of America.

“ Excluded Business ” or “ Excluded Businesses ” has the meaning set forth in Clause 5.2(a) .

“ Excluded Contracts ” has the meaning set forth in Exhibit “A” .

“ General Indemnity Survival Period ” has the meaning set forth in Clause 4.3(a)(iv) .

“ Governmental Authority ” means any Federal, State, Municipal, or local authority in the United States of America or Mexico.

“ IFRS ” shall mean International Financial Reporting Standards.

“ Indemnified Person ” means the person granting the indemnities referred to in Clause IV hereof, which shall be either of the following, as applicable: (i) MCO and CAV (jointly), or (ii) OBMP.

“ Indemnifying Party ” means the person granting the indemnities referred to in Clause IV hereof, which shall be either the MCO and CAV (jointly and severally in accordance with their respective pro rata percentage of the OBMP Shares they both hold) or OBMP, as applicable

“ LGSM ” means the General Law of Companies ( Ley General de Sociedades Mercantiles ), as amended, or supplemented from time to time.

“ LIC ” means the Credit Institutions Law ( Ley de Instituciones de Crédito ), as amended, or supplemented from time to time.

“ Losses ” has the meaning set forth in Clause 4.1(a) .

“ Material Adverse Effect ” means any adverse effect upon or change in the condition (financial or otherwise) of Vitel Mexico and/or OBMP, or on their ability to continue or conduct the Vitel Business or the OBMP Business, as applicable, which is Material.

“ Material Contract ” means any agreement or contract (i) involving aggregate payments to or by Vitel or OBMP, as applicable, in excess of US$50,000.00 (fifty thousand Dollars 00/100); or (ii) which is outside the Vitel Business or the OBMP Business, as applicable; or (iii) containing covenants limiting the ability of Vitel or OBMP, as applicable, to compete in any line of business with any Person or in any area or territory; or (iv) which binds Vitel or OBMP, as applicable, to a term of more than one (1) year; or (v) imposes a lien or encumbrance on the assets of Vitel or OBMP, or on the Vitel Shares or the OBMP Shares. All Material Contracts are listed in Schedule I (q) and Schedule II (r) hereof, except in the case of OBMP, those contracts filed with the Securities and Exchange Commission in the United States of America as material contracts, which are not listed separately.

“ Material ” or “ Materially ” means, when used to qualify an event, action, condition, omission, or representation, warranty, covenant or other provision of this Agreement, any circumstance, condition, event, series of substantially similar or substantially related circumstances, conditions or events, that has, in the aggregate, a cost or expense in excess of US$50,000.00 (fifty thousand Dollars 00/100).

“ MCO ” has the meaning set forth under Parties.

“ Mexico ” means the United Mexican States.

“ OBMP ” has the meaning set forth under Parties.

“ OBMP Business ” means pharmaceutical development and sales.

“ OBMP Governmental Permit ” has the meaning set forth in Clause 3.2 (x) .

“ OBMP Indemnified Person ” has the meaning set forth in Clause 4.1(a) .

“ OBMP IP Rights ” has the meaning set forth in Clause 3.2 (gg) .

“ OBMP’s Knowledge ” means the actual knowledge of Jonathan F. Head or Andrew A. Kucharchuk.

“ OBMP Licensed IP Rights ” has the meaning set forth in Clause 3.2 (gg) .

“ OBMP Mexico ” means Oncbiomune Mexico, S.A. de C.V., a Mexican variable stock corporation, 50% (fifty per cent) of which is owned by OBMP and 50% (fifty per cent) is owned by Vitel.

“ OBMP Owned IP Rights ” has the meaning set forth in Clause 3.2 (gg) .

“ OBMP Pipeline ” shall mean the following:

(a) Ovcavax® Ovarian Cancer;

(b) PA-OBC – Breast Cancer;

(c) PGT-OBM – Renal Cancer; and

(d) Any other product under development, developed or to be developed by OBMP and/or by Dr. Jonathan F. Head in collaboration, under contract or under any other type of business relationship with OBMP or with any OBMP related Person.

“ OBMP Products ” shall mean the following:

(a) Proscavax® Prostate Cancer;

(b) OBMP Pipeline; and

(c) OBMP vaccine technology, OBMP cancer technologies for the treatment of prostate, ovarian and various other types of cancer and any other technology for medical treatment, drug or medical treatment owned by OBMP or by any OBMP related Person or that use or are based on the technology included in the OBMP IP Rights, the OBMP Licensed IP Rights, the OBMP Owned Rights or the OBMP Registered IP Rights.

“ OBMP Registered IP Rights ” has the meaning set forth in Clause 3.2 (kk) .

“ OBMP Shares ” means 61,158,013 shares of common stock and 2,107,681 shares of Series B preferred stock of OBMP.

“ Person ” means any natural or legal person, trust, joint venture, partnership or company, Governmental Authority, or any other entity of any kind, with or without its own legal capacity.

“ Related Agreements ” has the meaning set forth in the recitals,

“ Restricted Business ” has the meaning set forth in Clause 5.2(a) .

“ ROW Opportunity ” has the meaning set forth in Clause 5.2(b) .

“ Shareholders’ Agreement ” has the meaning set forth in the recitals, as the same may be amended, whether in whole or in part, supplemented, or otherwise altered, renewed, or extended at any time.

“ Third Party Claim ” has the meaning set forth in Clause 4.4(a) .

“ Transactions ” has the meaning set forth in Clause 2.2 .

“ Trust ” or “ Trust Agreement ” has the meaning set forth in the recitals.

“ Trustee ” has the meaning set forth under Parties.

“ U.S. GAAP ” means generally accepted accounting principles in the United States of America.

“ Vitel ” means Vitel Laboratorios, S.A. de C.V., a Mexican variable stock corporation.

“ Vitel Business ” means pharmaceutical development and sales.

“ Vitel Governmental Permit ” has the meaning set forth in Clause 3.1 (w) .

“ Vitel Indemnified Person ” has the meaning set forth in Clause 4.2 .

“ Vitel IP Rights ” has the meaning set forth in Clause 3.1 (ff) .

“ Vitel Licensed IP Rights ” has the meaning set forth in Clause 3.1 (ff) .

“ Vitel Owned IP Rights ” has the meaning set forth in Clause 3.1 (ff) .

“ Vitel Products ” shall mean the following:

(a) Any other product under development, developed or to be developed by Vitel that use or are based on any Vitel IP Rights, Vitel Licensed IP Rights, the Vitel Owned IP Rights and the Vitel Registered IP Rights, or under contract or under any other type of business relationship involving a Material Contract, the Vitel IP Rights, the Vitel Licensed IP Rights, the Vitel Owned IP Rights and the Vitel Registered IP Rights.

“ Vitel Registered IP Rights ” has the meaning set forth in Clause 3.1 (jj) .

“ Vitel Shares ” means 98 (ninety eight) shares of the fixed capital stock of Vitel, representing 98% of its outstanding capital stock.

Clause 1.2 Interpretation of Defined Terms . The definitions set forth in the preceding Clause shall apply both in the singular and plural form of such terms. When the context requires it, any pronoun shall include the corresponding male, female, and neutral form. Unless the context requires otherwise, all references to clauses, paragraphs, subsections, items, or numbers of clauses of this Agreement, and all references to schedules and exhibits, shall be deemed to be references to schedules and exhibits to this Agreement, which are hereby incorporated by reference to form an integral part of this Agreement. Unless the context requires otherwise, the words (a) “ hereof ”, “ herein ”, “ hereunder ”, “ pursuant hereto ”, “ below ”, and words with similar meaning when used in this Agreement, shall be deemed to refer to this Agreement in its entirety, and not to any specific clause, paragraph, subsection, item, or number of this Agreement; (b) “ include ”, “ includes ”, and “ including ” shall be deemed followed by the phrase, “ but not limited to ”, unless otherwise specified; and (c) “ asset ”, or “ property ” shall be deemed to have the meaning and effect, and to refer to, each and every one of the assets and property, whether tangible or intangible, including cash, shares, or interests, representing the capital stock of any company or Person, securities, income, lease and contractual rights. Likewise, references to (i) any agreement, contract, document, or instrument, includes the reference to such agreement, contract, document, or instrument, as amended, whether in whole or in part, supplemented, or otherwise altered from time to time, and (ii) any law, rule, or regulation, includes the amendments thereto from time to time, or any law, rule, or regulation that replaces them.

CLAUSE II: CONTRIBUTION OF ASSETS; CONDITIONS TO CONTRIBUTION

Clause 2.1 Contribution . As per the terms of the Trust Agreement, the parties hereby acknowledge their contribution, assignment, transfer, conveyance and delivery to the Trustee, free and clear of any liens or encumbrances, the following assets:

(a) MCO and CAV transfer the Vitel Shares to the Trustee, and

(b) OBMP transfers the OBMP Shares to the Trustee.

The Trustee, as provided in the Trust Agreement, accepted and acquired from each party, all the right, title and interest in the Vitel Shares and the OBMP Shares as of this date from each party. As per the terms of the Trust Agreement, the Trustee has acknowledged the receipt of such assets, and as of the date hereof the Vitel Shares and the OBMP Shares shall form part of the Trust Property, solely in furtherance of the Trust Purposes (as such terms are defined in the Trust Agreement).

Clause 2.2 Conditions to the Transaction . The obligations of the parties hereto, as well as the obligations of the parties to the Shareholders’ Agreement to consummate the transactions contemplated by this Agreement and the Related Agreements (collectively, the “ Transactions ”) at a closing to be held on the date hereof (the “ Closing ”) is subject to the fulfillment of each of the following conditions: (i) as applicable, MCO and CAV will have obtained and delivered to OBMP customary payoff letters and lien release documentation reasonably satisfactory to OBMP and their counsel relating to the repayment of all debt of Vitel, including the termination of all liens on any assets of Vitel securing any such debt; (ii) MCO and CAV will have forgiven all stockholder loans and related party debt to Vitel and its shareholders and their Affiliates on such terms that are consistent with the provisions hereof, and provided to OBMP and Vitel (as applicable) releases in respect of any claims by MCO and CAV against Vitel or OBMP relating to such loans; (iii) MCO and CAV will have obtained and delivered to OBMP the resignations of each of the directors and officers of Vitel including MCO and CAV; (iv) Vitel will have an amount of working capital of $10,000.00 (ten thousand Dollars 00/100) as of the consummation of the Transactions; (v) each of Vitel and OBMP shall have a total indebtedness in their balance sheet as of the date hereof in an amount of no greater than $450,000.00 (four hundred and fifty thousand Dollars 00/100) as set forth in the schedules of assets and liabilities of Vitel and the financial statements of OBMP, attached hereto as Schedule 3.1(k) and Schedule 3.2(l) , respectively; (vi) each of MCO and CAV shall have entered into employment agreements with Vitel in form and substance satisfactory to OBMP; (vii) Vitel and OBMP shall each have received all necessary governmental, board of directors and third-party approvals and consents to the Transactions; (viii) Vitel Asesores, S.C. shall each have transferred all intellectual property in its name to Vitel; and (ix) MCO and CAV shall each have transferred one (1) share of the fixed capital stock of Vitel representing 2% of its outstanding capital stock to OBMP. Promptly following the Closing, OBMP shall direct the Trustee to sign the written consents necessary to amend OBMP’s charter and bylaws substantially in the form of the documents attached to the Shareholders’ Agreement as Exhibit E and to elect MCO, CAV, Jonathan F. Head and Andrew A. Kucharchuk as directors of Vitel and such directors to elect MCO, CAV, Jonathan F. Head and Andrew A. Kucharchuk as officers of Vitel; and Vitel Asesores, S.C. shall have changed its name to a name not containing the word “Vitel”.

CLAUSE III: REPRESENTATIONS AND WARRANTIES

Clause 3.1 Representations and Warranties of MCO and CAV . Except as set forth in the Schedules prepared by MCO and CAV and attached hereto, each of MCO and CAV hereby represents and warrants, individually with respect to themselves, and jointly and severally with respect to Vitel, that all statements contained in this Clause 3.1 are true, complete and correct with respect to themselves as of the date of this Agreement. Moreover, MCO and CAV hereby represent that there has been no omission of information of relevant aspects that would adversely affect the transaction between the parties of that if known by OBMP, would have had as a reasonable result that OBMP would have decided not to enter into this Agreement:

(a) Each is an individual, resident of Mexico, and Vitel is a variable stock corporation, duly organized and validly existing under the laws of Mexico;

(b) Each has full legal capacity and all requisite power and authority to enter into and comply with their obligations under this Agreement pursuant to its terms;

(c) Entering into and performing under this Agreement does not entail a violation or breach of (i) any agreement, contract, license, resolution or order to which MCO, CAV or Vitel is a party (as applicable), or to which any of their assets is subject; or (ii) any law, regulation, circular letter, order, decree from any Governmental Authority, its corporate bylaws or any of its governing documents, applicable to each of MCO, CAV or Vitel (as applicable);

(d) Each is the sole and exclusive owner of 49 shares (together, a total of 98 shares of the fixed capital stock of Vitel) which together represent 98% of the outstanding capital stock of Vitel, which have been duly authorized, validly issued, fully paid and non-assessable and having no connection to illegal activities, and are free from all liens, conditions, limitations or restrictions on ownership, or any option or preferential right of any kind, except for the restrictions set forth in the bylaws of Vitel and in the LGSM (as such term is defined below), which have been obtained from legal sources, as a result of activities performed within the framework of the law, and that there is no connection whatsoever to illegal activities;

(e) Each of MCO and CAV shall transfer to the Trustee, as provided herein and for the Trust Purposes, ownership of and title over his portion of the Vitel Shares;

(f) The 49 shares of Vitel (together, a total of 98 shares of the fixed capital stock of Vitel) that each currently owns are not subject to any contract, agreement, or any other document that pursuant to its terms (i) creates a call option or purchase right, or any other right to acquire such shares, in favor of a third party; or (ii) restricts, in any way, any assignment, transfer, or pledge, except for the restrictions set forth in the bylaws of Vitel and in the LGSM;

(g) Except for the authorizations that, as applicable, have been obtained and are in full force and effect, no authorization or approval whatsoever is required to enter into this Agreement, or to comply with or perform the obligations assumed by each of MCO and CAV in terms of this Agreement, which are legal, valid, binding, and enforceable against him pursuant to their respective terms;

(h) As of this date there is no, and to the best of their knowledge there is no risk that any, action, complaint, claim, legal requirement, or proceeding will be filed before any court, governmental agency, arbitrator, or judicial body with regard to him or his property or Vitel or the property of Vitel (i) that affects the legality, validity, or enforceability of this Agreement, (ii) the legal title over the Vitel Shares that each of MCO and CAV owns, or the transfer of the Vitel Shares to the Trustee in accordance with the terms of the Trust Agreement, (iii) that prevents the consummation of any of the transactions contemplated herein, or (iv) that may affect the value of OBMP’s investment in the Vitel Shares;

(i) Except as provided in Schedule 3.1 (i) hereof, there is no action, proceeding, arbitration, investigation or audit, whether civil, criminal, administrative or judicial action pending or, to MCO and CAV’s knowledge, threatened, against or involving MCO and CAV or Vitel as of the date of this Agreement. There are no judgments, rulings, assessments or injunctions currently outstanding against Vitel;

(j) Except as provided in Schedule 3.1 (j) hereof, Vitel does not own, directly or indirectly, any equity interest or ownership stake in any Person, and has no commitment to contribute to the capital of, make loans to, or share in the losses of, any Person;

(k) True and complete copies of a list of the assets and liabilities of Vitel as of February 28, 2017 and as are set forth in Schedule 3.1 (k) hereto. Such list has been prepared from, are in accordance with and accurately reflect, the books and records of Vitel, have been prepared in accordance with applicable law and IFRS and fairly present the changes in income, stockholders’ equity and financial position of Vitel, as of the times and for the periods referred to therein and properly reflect the financial position and results of operation of Vitel. Vitel maintains a standard system of accounting established and administered in accordance with IFRS. There has been no material adverse change in the business, results of operations, condition (financial or otherwise) or prospects of Vitel since February 28, 2017;

(l) Vitel does not have any undisclosed liabilities, and (i) as of the date hereof, Vitel has an amount of working capital of $10,000.00 (ten thousand Dollars 00/100); (ii) as of February 28, 2017 has a total indebtedness in its balance sheet in an amount of no greater than $450,000.00 (four hundred and fifty thousand Dollars 00/100), as evidenced in Schedule 3.1(k) (exclusive of Vitel’s related party debt, as discussed in Clause 2.2 hereof); and (iii) after February 28, 2017 has incurred debt only in the normal course of Vitel’s business operations, with the understanding that no other debts have been incurred as of the date hereof that would have a Material Adverse Effect on Vitel;

(m) Except for the execution and delivery of this Agreement or as set forth in Schedule 3.1 (m) , Vitel has conducted the Vitel Business only in the ordinary course, and there has not been a Material Adverse Effect in Vitel;

(n) Set forth on Schedule 3.1 (n) is a true, correct and complete list of all real property owned or leased by Vitel and all real property leases, surveys, encumbrances, and material documents relating to such real property. Vitel has good and marketable title to its respective estate in the owned real property. To MCO and CAV’s knowledge, there is no actual or proposed condemnation, requisition or taking by any Governmental Authority of any portion of the real property or any existing or proposed plan to modify or realign any street or highway abutting the real property. Vitel does not have any right, title or interest in any real property other than the real property listed in Schedule 3.1 (n) ;

(o) Vitel has good title to all of the tangible personal property reflected in the financial statements, free and clear of all encumbrances. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by Vitel are in good operating condition and repair (reasonable wear and tear excepted) and are reasonably fit and usable for the purposes for which they are being used;

(p) The current use of the real property is a lawful use and Vitel holds the necessary consents governing that use. To MCO and CAV’s knowledge, such real property is not in violation of any applicable laws or third party rights;

(q) Schedule 3.1 (q) hereto sets forth a true, complete and correct list of every Material Contract to which the Vitel is a party;

(r) Except as set forth in Schedule 3.1 (r) , (i) there is not and, to MCO and CAV’s knowledge, there has not been any claim nor has it been alleged by any Person, with respect to any Material Contract, any existing or uncured breach or event that, with notice or lapse of time or both, would constitute a breach on the part of Vitel, or, to MCO and CAV’s knowledge, on the part of any other party thereto, and to MCO and CAV’s knowledge, none of the foregoing has been threatened in writing; (ii) no consent from, or notice to, any governmental entity or other Person is required in order to maintain in full force and effect any of Vitel’s contracts following the consummation of this Agreement (other than such consents that have been obtained and such notices that have been duly given); and (iii) each of Vitel’s contracts is in full force and effect and is valid and enforceable in accordance with its terms against the other parties thereto and, to MCO and CAV’s knowledge, to other parties thereto;

(s) There exist no contracts where the shareholders of Vitel (or one of its Affiliates other than Vitel) are a party by which Vitel receives any rights or benefits, including supply contracts;

(t) Schedule 3.1 (t) includes a list of all policies of fire and casualty, liability and other forms of insurance maintained by or on behalf of Vitel, along with the name of the holder of each such policy, and the amount of coverage and of any deductible under each such policy. Each policy listed on Schedule 3.1 (t) is in full force and effect. No notice of cancellation or nonrenewal with respect to, or disallowance of any claim under, or increase of the premium for any such insurance policy listed on Schedule 3.1 (t) has been received by MCO or CAV, or to their knowledge, by Vitel. There is no default with respect to any provision contained in any such insurance policy and there has not been any failure to give any notice or present any claim under any such insurance policy in a timely fashion or in the manner or detail required by any such insurance policy that would have a Material Adverse Effect on the ability of Vitel to enjoy the benefits of any such insurance policy;

(u) To MCO and CAV’s knowledge, Vitel has complied (except for such past noncompliance which has been fully resolved, including payment of all fines, penalties or other sanctions) and is in compliance, with all applicable environmental laws, including all consents issued pursuant to applicable environmental laws;

(v) Neither MCO and CAV nor Vitel have received any written notice from any governmental entity or third party alleging that Vitel is not in compliance with, or has or may have any liability or investigatory, corrective or remedial obligation under, any environmental law the matter underlying which has not been fully resolved, including payment of all fines, penalties, or other sanctions;

(w) Schedule 3.1 (w) sets forth a true, correct and complete list of all valid, subsisting and in good standing governmental permits with respect to: (a) the ownership or use of Vitel’s properties and/or; (b) the operation of the Vitel Business, in either case that are held by or for the benefit of Vitel (the “ Vitel Governmental Permits ”). Except for the Vitel Governmental Permits, there are no other governmental permits necessary for: (a) the ownership or use of Vitel’s properties; or (b) the operation of the Vitel Business. The execution of this Agreement and the obligations contemplated herein shall not cause a default or breach of or result in the revocation or termination of any Vitel Governmental Permits;

(x) Vitel has complied and is in compliance, in each case in all respects, with all applicable laws;

(y) All of the employee benefit plans of Vitel are in compliance in all respects with applicable law. Schedule 3.1 (y) hereto contains a true and complete list of all employee benefit plans, which are available to an employee, officer or director of Vitel due to their employment with Vitel;

(z) There is no pending and there has not been any labor strike, dispute, slowdown, stoppage or lockout, with respect to Vitel, and to MCO and CAV’s knowledge, no such action is threatened against Vitel, in each case, other than routine individual grievances which are not Material to the Vitel Business, financial condition or results of operations of Vitel;

(aa) Vitel is not a party to or bound by any collective bargaining contract or similar contract with any labor organization applicable to employees of Vitel;

(bb) No labor union is certified by a relevant labor relation’s authority, to the extent applicable, as bargaining agent for any of the employees of Vitel and no union organizing or decertification activities are underway or, to MCO and CAV’s knowledge, threatened;

(cc) All payments, premiums, contributions, reports, returns and similar documents required to be made by any applicable law, have been timely made to the appropriate payee. The consummation of obligations included herein will not result in the creation or acceleration of any benefit or payment to an employee, officer or director of Vitel;

(dd) All tax returns required to be filed by or with respect to Vitel in any jurisdiction to which it is subject, have been timely filed and all taxes have been paid, including, but not limited to, the submission of tax returns and notices, payment of taxes and other contributions, fines and surcharges, fees of the Mexican Social Security Institute ( Instituto Mexicano del Seguro Social ), the National Workers Housing Fund Institute ( Instituto Nacional del Fondo para la Vivienda de los Trabajadores ) and the Pension System ( Sistema de Ahorro para el Retiro ). All such tax returns are true, correct, complete, and set forth all items required by applicable tax laws. Vitel has paid in full or set up an adequate reserve on the financial statements attached to Schedule 3.1 (k) in respect of all taxes for the periods covered by such tax returns, and there are no outstanding governmental tax encumbrances on any assets of Vitel. No tax examination or audit of Vitel is currently in progress or has been conducted since the date of Vitel’s formation. Neither MCO or CAV, nor Vitel, have applied for and/or received a ruling from any tax authority regarding a past or prospective transaction of Vitel that affects or may affect the tax liability of Vitel after date hereof;

(ee) Vitel is not a party to a tax sharing agreement or similar contract, nor is it included in a consolidated tax return of another Person;

(ff) Vitel is the sole and exclusive owner, or has the valid right or license to use, and, to the extent that it does any of the following, to develop, make, have made, offer for sale, sell, import, copy, modify, create derivative works of, distribute, license, and dispose of all intellectual property relating to, used in, or held for the Vitel Business or by Vitel (such intellectual property being hereinafter collectively referred to as the “ Vitel IP Rights ”). Other than the Vitel IP Rights, neither Vitel, nor MCO or CAV hold or own any other intellectual property of any kind, including any intellectual property that is similar to the Vitel IP Rights. The Vitel IP Rights are sufficient for the conduct of the Vitel Business and Vitel has not transferred, assigned, exclusively licensed or otherwise conveyed to any Affiliate or third party any of the Vitel IP Rights necessary for the conduction of the Vitel Business. As used in this Agreement, “ Vitel Owned IP Rights ” means Vitel IP Rights that are or are purportedly owned by Vitel; and “ Vitel Licensed IP Rights ” means Vitel IP Rights that are not Vitel Owned IP Rights;

(gg) Neither the execution, delivery and performance of this Agreement nor the consummation of the transaction between the parties as provided herein will: (i) constitute a breach of or default under any instrument, license or other contract governing any Vitel IP Right; (ii) cause the forfeiture or termination of, or give rise to a right of forfeiture or termination of, any Vitel IP Right; or (iii) impair the right of Vitel to use, develop, make, have made, offer for sale, sell, import, copy, modify, create derivative works of, distribute, license, or dispose of any Vitel IP Right or portion thereof;

(hh) Except as set forth in Schedule 3.1 (hh) , the operation of the Vitel Business has not infringed or misappropriated, or is infringing or misappropriating, any intellectual property of any other party. There is no pending, or to the knowledge of MCO or CAV, threatened, claim or litigation contesting the validity, ownership or right of Vitel to exercise any Vitel IP Right, nor, to the knowledge of MCO or CAV, is there any legitimate basis for any such claim;

(ii) Vitel has secured valid written assignments from all of Vitel’s current and former founders, interest holders, officers, consultants, independent contractors and employees who were involved in, or who contributed to, the creation or development of any Vitel Owned IP Rights. No current or former founder, interest holder, employee, officer, manager, director, consultant or independent contractor of Vitel has any right, license, claim or interest whatsoever in or with respect to any Vitel Owned IP Rights;

(jj) Schedule 3.1 (jj) of this Agreement contains a true and complete list of (1) Vitel Owned IP Rights (including all registrations of any patents, copyrights, mask works, trademarks, service marks, and internet domain names, and all applications therefor), (2) Vitel Licensed IP Rights, (3) all applications, registrations, filings and other formal written governmental actions made or taken pursuant to applicable law by Vitel to secure, perfect or protect its interest in Vitel IP Rights and (4) all proceedings or actions before any governmental authority, including the Instituto Mexicano de la Propiedad Industrial or equivalent authority anywhere else in the world) related to any of Vitel IP Rights (collectively, the “ Vitel Registered IP Rights ”). Except as set forth on Schedule 3.1 (hh) , all Vitel Registered Owned IP Rights held by Vitel are valid, enforceable and subsisting, and Vitel is the owner thereof. Except as set forth on Schedule 3.1 (jj) , Vitel exclusively owns all trademarks and trade names used in connection with the operation or conduct of the Vitel Business, including the sale, licensing, distribution or provision of any Vitel products or services;

(kk) Except as set forth on Schedule 3.1 (kk) , there are no royalties, honoraria, fees or other payments payable by Vitel to any third Person (other than salaries payable to employees and independent contractors not contingent on or related to use of their work product) as a result of the use, license-in, manufacture, sale, offering for sale, copying, distribution, or disposition of any Vitel Owned IP Rights by Vitel and none shall become payable as a result of the consummation of the transaction between the parties as provided herein;

(ll) Neither MCO or CAV, nor Vitel, or any Person acting in their behalf, has entered into any contract entitling any Person to any brokers’ or finder’s fee or any other commission or similar fee in connection with the execution and delivery of this Agreement;

(mm) All receivables and trade accounts payable of Vitel are bona fide transactions in the ordinary course of business and valued in accordance with IFRS. No receivable of Vitel is subject to any claim of reduction, customer credit balance, set-off, prepayment, counterclaim, billing adjustment, recoupment or other claim for credit, allowances, adjustments, or subject to bankruptcy or similar proceedings;

(nn) All inventory of Vitel consists of a quantity and quality usable and salable in the ordinary course of business, is not obsolete, defective, damaged or slow moving (subject to reserves therefore reflected in the financial statements), is merchantable, fit for its intended use and is valued in accordance with IFRS. No inventory of Vitel is subject to any consignment, bailment, and warehousing or similar contract;

(oo) Except as set forth on Schedule 3.1 (oo) , Vitel owns or leases all the properties used in the Vitel Business;

(pp) Except as otherwise disclosed on Schedule 3.1 (pp) there are no liabilities or contracts between: (i) Vitel, on the one hand, and (ii) MCO or CAV (or one of their affiliates) or any Person who currently is serving, or has within the past twenty-four months served, as an officer, director, or equity holder of Vitel (or one of their Affiliates), on the other hand. Neither MCO or CAV, nor any of their Affiliates has any interest in any properties used by Vitel;

(qq) Set forth in Schedule 3.1(qq) are true and complete English translations of the bylaws of Vitel, which constitute all of its governing documents;

(rr) Each of MCO and CAV is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Each of MCO and CAV agrees to furnish any additional information requested by OBMP or any of its Affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the acquisition of the OBMP Shares;

(ss) Each of MCO and CAV is indirectly acquiring the OBMP Shares solely for their own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the OBMP Shares. Each of MCO and CAV understands that the OBMP Shares have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of MCO and CAV and of the other representations made by MCO and CAVO in this Agreement and the Related Agreements. MCO and CAV understand that OBMP is relying upon the representations and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether the issuance of the OBMP Shares pursuant to the Related Agreements meets the requirements for such exemptions;

(tt) Each of MCO and CAV agrees: (A) that they will not sell, assign, pledge, give, transfer or otherwise dispose of the OBMP Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the OBMP Shares under the Securities Act and all applicable state securities laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable state securities laws; (B) that the certificates representing the OBMP Shares will bear a legend making reference to the foregoing restrictions as described in Section 4.02 of the Shareholders’ Agreement; and (C) that OBMP and its Affiliates shall not be required to give effect to any purported transfer of such OBMP Shares except upon compliance with the foregoing restrictions;

(uu) Each of MCO and CAV acknowledges that neither OBMP nor any other person offered to sell, issue or transfer the OBMP Shares to it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising;

(vv) Except for the representations and warranties expressly contained in this Agreement, neither MCO or CAV, nor any other Person acting on behalf of MCO or CAV, makes any representation or warranty, express or implied;

Clause 3.2 Representations and Warranties of OBMP . Except as set forth in the Schedules prepared by OBMP and attached hereto, OBMP hereby represents and warrants, through its legal representative, that all statements contained in this Clause 3.2 are true, complete and correct as of the date of this Agreement. Moreover, OBMP hereby represents that there has been no omission of information of relevant aspects that would adversely affect the transaction between the parties of that if known by MCO or CAV, would have had as a reasonable result that MCO and CAV would have decided not to enter into this Agreement:

(a) It is a corporation, duly organized and validly existing under the laws of the State of Nevada, USA;

(b) It has full legal capacity and sufficient corporate authorizations to enter into and comply with its obligations under this Agreement pursuant to its terms, and its representatives have all requisite power and authority to enter into this Agreement on its behalf and perform its obligations hereunder;

(c) Entering into and performing under this Agreement does not entail a violation or breach of (i) any provision of its articles of incorporation, bylaws, or any of its governing documents; or (ii) any agreement, contract, license, resolution or order to which it is a party, or to which OBMP, or any of its assets is subject; or (iii) any law, regulation, circular letter, order or decree from any Governmental Authority applicable to OBMP;

(d) OBMP has an authorized capital stock which consists of (i) 500,000,000 shares of common stock, par value $0.0001 per share, and (ii) 20,000,000 shares of preferred stock, par value $0.0001 per share, and OBMP had 61,158,013 shares of common stock, and 1,000,000 shares of Series A preferred stock, issued and outstanding as of February 20, 2017. Upon the Closing and the consummation of the Transactions set forth herein and in the Related Agreements, (i) the Management Stockholders (as such term is defined in the Shareholders’ Agreement) will collectively hold 21,926,078 shares of common stock, 250,000,000 shares of series A preferred stock, and 289,200,000 shares of series B preferred stock of OBMP, which represent at least 39% (thirty nine per cent) but in no case greater that 40% (forty per cent) of the votes represented by the voting stock of OBMP; (ii) the Vitel Stockholders (as such term is defined in the Shareholders’ Agreement) will collectively hold (indirectly through the Trustee of the Trust Agreement) 61,158,013 shares of common stock, and 500,000,000 shares of series B preferred stock of OMBP, which represent at least 39% (thirty nine per cent) but in no case greater than 40% (forty per cent) of the votes represented by the voting stock of OBMP; and (iii) no other stockholder in OBMP will hold shares of OBMP which represent more than 19% (nineteen per cent) of the votes represented by the voting stock of OBMP. Additionally, OBMP represents that it has issued the OBMP Shares to the Trustee, to hold in its capacity as trustee of this Trust Agreement, for the benefit of MCO and CAV, which shares are free from all liens, conditions, limitations or restrictions on ownership, or any option or preferential right of any kind, and which have been duly authorized, validly issued, fully paid and non-assessable, and that such issuance has no connection whatsoever to illegal activities;

(e) It shall transfer to the Trustee, as provided herein and for the Trust Purposes, ownership of and title over the OBMP Shares;

(f) The OBMP Shares are not subject to any contract, agreement, or any other document that pursuant to its terms (i) creates a call option or purchase right, or any other right to acquire such shares, in favor of a third party; or (ii) restricts, in any way, any assignment, transfer, or pledge, except for the restrictions set forth in the Shareholders’ Agreement;

(g) Except for the authorizations that, as applicable, have been obtained and are in full force and effect, no authorization or approval whatsoever is required to enter into this Agreement, or to comply with or perform the obligations assumed by it in terms of this Agreement, which are legal, valid, binding, and enforceable against OBMP pursuant to their respective terms;

(h) As of this date there is no, and to the best of its knowledge there is no risk that any, action, complaint, claim, legal requirement, or proceeding will be filed before any court, governmental agency, arbitrator, or judicial body with regard to OBMP or its property (i) that affects the legality, validity, or enforceability of this Agreement, (ii) the legal title over the OBMP Shares or the transfer of the OBMP Shares to the Trustee in accordance with the terms of this Agreement, (iii) that prevents the consummation of any of the transactions contemplated herein or (iv) that may affect the value of MCO and CAV’s investment in the OBMP Shares;

(i) Its representative has sufficient powers of attorney and authorities, and the corporate authorizations required to validly enter into this Agreement on its behalf, and to validly bind OBMP under the terms hereof, and that such powers of attorney, authorities, and corporate or other authorizations have not been revoked, amended, or limited in any way;

(j) Except as provided in Schedule 3.2 (j) hereof, there is no action, proceeding, arbitration, investigation or audit, whether civil, criminal, administrative or judicial action pending or, to OBMP’s knowledge, threatened, against or involving OBMP as of the date of this Agreement. There are no judgments, rulings, assessments or injunctions currently outstanding against OBMP;

(k) Except as provided in Schedule 3.2 (k) hereof, OBMP does not own, directly or indirectly, any equity interest or ownership stake in any Person, and has no commitment to contribute to the capital of, make loans to, or share in the losses of, any Person;

(l) True and complete copies of the financial statements of OBMP as of September 30, 2016 and as are set forth in Schedule 3.2 (l) hereto. The financial statements have been prepared from, are in accordance with and accurately reflect, the books and records of OBMP, have been prepared in accordance with applicable law and U.S. GAAP, and fairly present the changes in income, stockholders’ equity and financial position of OBMP, as of the times and for the periods referred to therein and properly reflect the financial position and results of operation of OBMP. OBMP maintains a standard system of accounting established and administered in accordance with U.S. GAAP. There has been no material adverse change in the business, results of operations, condition (financial or otherwise) or prospects of OBMP since September 30, 2106;

(m) OBMP does not have any undisclosed liabilities, and (i) as of September 30, 2016, OBMP had a total indebtedness (consisting of loans payable, convertible notes and line of credit drawings) in its balance sheet in an amount of no greater than $450,000.00 (four hundred and fifty thousand Dollars 00/100), as evidenced in Schedule 3.2(l); (ii) on November 2016 it obtained a financing which will be reported in its financial statements as of December 31 ^st , 2016; and (iii) after September 30, 2016 has incurred debt only in the normal course of OBMP’s business operations, with the understanding that no other debts have been incurred as of the date hereof that would have a Material Adverse Effect in OBMP;

(n) Except for the execution and delivery of this Agreement or as set forth in Schedule 3.2 (n) , OBMP has conducted the OBMP Business only in the ordinary course, and there has not been a Material Adverse Effect in OBMP;

(o) Set forth on Schedule 3.2 (o) is a true, correct and complete list of all real property owned or leased by OBMP and all real property leases, surveys, encumbrances, and material documents relating to such real property. OBMP has good and marketable title to its respective estate in the owned real property. To OBMP’s knowledge, there is no actual or proposed condemnation, requisition or taking by any Governmental Authority of any portion of the real property or any existing or proposed plan to modify or realign any street or highway abutting the real property. OBMP does not have any right, title or interest in any real property other than the real property listed in Schedule 3.2 (o) ;

(p) OBMP has good title to all of the tangible personal property reflected in the financial statements, free and clear of all encumbrances. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by OBMP are in good operating condition and repair (reasonable wear and tear excepted) and are reasonably fit and usable for the purposes for which they are being used;

(q) The current use of the real property is a lawful use and OBMP holds the necessary consents governing that use. To OBMP’s knowledge, such real property is not in violation of any applicable laws or third party rights;

(r) Schedule 3.2 (r) hereto sets forth a true, complete and correct list of every Material Contract (i) to which OBMP is a party; and (ii) which has not been filed as an exhibit to a periodic report filed by OMBP with the Securities and Exchange Commission in the United States of America;

(s) Except as set forth in Schedule 3.2 (s) , (i) there is not and, to OBMP’s knowledge, there has not been any claim nor has it been alleged by any Person, with respect to any Material Contract, any existing or uncured breach or event that, with notice or lapse of time or both, would constitute a breach on the part of OBMP, or, to OBMP’s knowledge, on the part of any other party thereto, and to OBMP’s knowledge, none of the foregoing has been threatened in writing; (ii) no consent from, or notice to, any governmental entity or other Person is required in order to maintain in full force and effect any of OBMP’s contracts following the consummation of this Agreement (other than such consents that have been obtained and such notices that have been duly given); and (iii) each of OBMP’s contracts is in full force and effect and is valid and enforceable in accordance with its terms against the other parties thereto and, to OBMP’s knowledge, to other parties thereto;

(t) Except as set forth in Schedule 3.2(t) , there exist no contracts where the shareholders of OBMP (or one of its Affiliates other than OBMP) are a party by which OBMP receives any rights or benefits, including supply contracts;

(u) Schedule 3.2 (u) includes a list of all policies of fire and casualty, liability and other forms of insurance maintained by or on behalf of OBMP, along with the name of the holder of each such policy, and the amount of coverage and of any deductible under each such policy. Each policy listed on Schedule 3.2 (u) is in full force and effect. No notice of cancellation or nonrenewal with respect to, or disallowance of any claim under, or increase of the premium for any such insurance policy listed on Schedule 3.2 (u) has been received by OBMP. There is no default with respect to any provision contained in any such insurance policy and there has not been any failure to give any notice or present any claim under any such insurance policy in a timely fashion or in the manner or detail required by any such insurance policy that would have a Material Adverse Effect on the ability of OBMP to enjoy the benefits of any such insurance policy;

(v) OBMP has complied (except for such past noncompliance which has been fully resolved, including payment of all fines, penalties or other sanctions) and is in compliance, with all applicable environmental laws, including all consents issued pursuant to applicable environmental laws;

(w) OBMP has not received any written notice from any Governmental Authority or third party alleging that OBMP is not in compliance with, or has or may have any liability or investigatory, corrective or remedial obligation under, any environmental law the matter underlying which has not been fully resolved, including payment of all fines, penalties, or other sanctions;

(x) Schedule 3.2 (x) sets forth a true, correct and complete list of all valid, subsisting and in good standing governmental permits with respect to: (a) the ownership or use of OBMP’s properties and/or; (b) the operation of the OBMP Business, in either case that are held by or for the benefit of OBMP (the “ OBMP Governmental Permits ”). Except for the OBMP Governmental Permits, there are no other governmental permits necessary for: (a) the ownership or use of OBMP’s properties or; (b) the operation of the OBMP Business. The execution of this Agreement and the obligations contemplated herein shall not cause a default or breach of or result in the revocation or termination of any OBMP Governmental Permits;

(y) OBMP has complied and is in compliance, in each case in all respects, with all applicable laws;

(z) All of the employee benefit plans of OBMP are in compliance in all respects with applicable law. Schedule 3.2 (z) hereto contains a true and complete list of all employee benefit plans, which are available to an employee, officer or director of OBMP due to their employment with OBMP;

(aa) There is no pending and there has not been any labor strike, dispute, slowdown, stoppage or lockout, with respect to OBMP, and to OBMP’s knowledge, no such action is threatened against OBMP, in each case, other than routine individual grievances which are not Material to the OBMP Business, financial condition or results of operations of OBMP;

(bb) OBMP is not a party to or bound by any collective bargaining contract or similar contract with any labor organization applicable to employees of OBMP;

(cc) No labor union is certified by a relevant labor relation’s authority, to the extent applicable, as bargaining agent for any of the employees of OBMP and no union organizing or decertification activities are underway or, to OBMP’s knowledge, threatened;

(dd) All payments, premiums, contributions, reports, returns and similar documents required to be made by any applicable law, have been timely made to the appropriate payee. The consummation of obligations included herein will not result in the creation or acceleration of any benefit or payment to an employee, officer or director of OBMP;

(ee) All tax returns required to be filed by or with respect to OBMP in any jurisdiction to which it is subject, have been timely filed and all taxes have been paid, including, but not limited to, the submission of tax returns and notices, payment of taxes and other contributions, fines and surcharges. All such tax returns are true, correct, complete, and set forth all items required by applicable tax laws. OBMP has paid in full or set up an adequate reserve on the financial statements attached to Schedule 3.2 (l) in respect of all taxes for the periods covered by such tax returns, and there are no outstanding governmental tax encumbrances on any assets of OBMP. No tax examination or audit of OBMP is currently in progress or has been conducted since the date of OBMP’s formation. OBMP has not applied for and/or received a ruling from any tax authority regarding a past or prospective transaction of OBMP that affects or may affect the tax liability of OBMP after date hereof;

(ff) OBMP is not a party to a tax sharing agreement or similar contract, nor is it included in a consolidated tax return of another Person;

(gg) OBMP is the sole and exclusive owner, or has the valid right or license to use, and, to the extent that it does any of the following, to develop, make, have made, offer for sale, sell, import, copy, modify, create derivative works of, distribute, license, and dispose of all intellectual property relating to, used in, or held for the OBMP Business or by OBMP, other than the intellectual property that is owned by OBMP Mexico (such intellectual property being hereinafter collectively referred to as the “ OBMP IP Rights ”). Other than the OBMP IP Rights, OBMP does not hold or own any other intellectual property of any kind, including any intellectual property that is similar to the OBMP IP Rights. The OBMP IP Rights are sufficient for the conduct of the OBMP Business and OBMP has not transferred, assigned, exclusively licensed or otherwise conveyed to any Affiliate or third party any of the OBMP IP Rights necessary for the conduction of the OBMP Business. As used in this Agreement, “ OBMP Owned IP Rights ” means OBMP IP Rights that are or are purportedly owned by OBMP; and “ OBMP Licensed IP Rights ” means OBMP IP Rights that are not OBMP Owned IP Rights;

(hh) Neither the execution, delivery and performance of this Agreement nor the consummation of the transaction between the parties as provided herein will: (i) constitute a breach of or default under any instrument, license or other contract governing any OBMP IP Right; (ii) cause the forfeiture or termination of, or give rise to a right of forfeiture or termination of, any OBMP IP Right; or (iii) impair the right of OBMP to use, develop, make, have made, offer for sale, sell, import, copy, modify, create derivative works of, distribute, license, or dispose of any OBMP IP Right or portion thereof;

(ii) Except as set forth in Schedule 3.2 (ii) , the operation of the OBMP Business has not infringed or misappropriated, or is infringing or misappropriating, any intellectual property of any other party. There is no pending, or to the knowledge of OBMP, threatened, claim or litigation contesting the validity, ownership or right of OBMP to exercise any OBMP IP Right, nor, to the knowledge of OBMP, is there any legitimate basis for any such claim;

(jj) OBMP has secured valid written assignments from all of OBMP’s current and former founders, interest holders, officers, consultants, independent contractors and employees who were involved in, or who contributed to, the creation or development of any OBMP Owned IP Rights. No current or former founder, interest holder, employee, officer, manager, director, consultant or independent contractor of OBMP has any right, license, claim or interest whatsoever in or with respect to any OBMP Owned IP Rights;

(kk) Schedule 3.2 (kk) of this Agreement contains a true and complete list of (1) OBMP Owned IP Rights (including all registrations of any patents, copyrights, mask works, trademarks, service marks, and internet domain names, and all applications therefor), (2) OBMP Licensed IP Rights, (3) all applications, registrations, filings and other formal written governmental actions made or taken pursuant to applicable law by OBMP to secure, perfect or protect its interest in OBMP IP Rights and (4) all proceedings or actions before any governmental authority, including the Instituto Mexicano de la Propiedad Industrial or equivalent authority anywhere else in the world) related to any of OBMP IP Rights (collectively, the “ OBMP Registered IP Rights ”). Except as set forth on Schedule 3.2 (ii) , all OBMP Registered Owned IP Rights held by OBMP are valid, enforceable and subsisting, and OBMP is the owner thereof. Except as set forth on Schedule 3.2 (kk) , OBMP exclusively owns all trademarks and trade names used in connection with the operation or conduct of the OBMP Business, including the sale, licensing, distribution or provision of any OBMP products or services;

(ll) Except as set forth on Schedule 3.2 (ll) , there are no royalties, honoraria, fees or other payments payable by OBMP to any third Person (other than salaries payable to employees and independent contractors not contingent on or related to use of their work product) as a result of the use, license-in, manufacture, sale, offering for sale, copying, distribution, or disposition of any OBMP Owned IP Rights by OBMP and none shall become payable as a result of the consummation of the transaction between the parties as provided herein;

(mm) Neither OBMP, nor any Person acting in its behalf, has entered into any contract entitling any Person to any brokers’ or finder’s fee or any other commission or similar fee in connection with the execution and delivery of this Agreement;

(nn) All receivables and trade accounts payable of OBMP are bona fide transactions in the ordinary course of business and valued in accordance with U.S. GAAP. No receivable of OBMP is subject to any claim of reduction, customer credit balance, set-off, prepayment, counterclaim, billing adjustment, recoupment or other claim for credit, allowances, adjustments, or subject to bankruptcy or similar proceedings;

(oo) All inventory of OBMP consists of a quantity and quality usable and salable in the ordinary course of business, is not obsolete, defective, damaged or slow moving (subject to reserves therefore reflected in the financial statements), is merchantable, fit for its intended use and is valued in accordance with IFRS. No inventory of OBMP is subject to any consignment, bailment, and warehousing or similar contract;

(pp) Except as set forth on Schedule 3.2 (pp) , OBMP owns or leases all the properties used in the OBMP Business;

(qq) Except as otherwise disclosed on Schedule 3.2 (qq) there are no liabilities or contracts between: (i) OBMP (or one of its affiliates), on the one hand, and (ii) its current shareholders (or one of their Affiliates) or any Person who currently is serving, or has within the past twenty-four months served, as an officer, director, or equity holder of OBMP (or one of their Affiliates), on the other hand. Neither OBMP, nor any of its Affiliates has any interest in any properties used by OBMP;

(rr) Subject to Section 3.04 of the Shareholders’ Agreement, all members of the Board of Directors of OBMP have the same approval rights, in the understanding that the Vitel Designee (as such term is defined in the Shareholders’ Agreement) to the Board of OBMP shall have the same approval rights as any other member of the Board of OBMP.

(ss) Except for the representations and warranties expressly contained in this Agreement, neither OBMP, nor any other Person acting on behalf of OBMP, makes any representation or warranty, express or implied.

CLAUSE IV: INDEMNIFICATION

Clause 4.1 Indemnification by MCO and CAV .

(a) Subject to the limitations set forth in this Clause IV , from and after the date hereof, MCO and CAV jointly and severally (in accordance with their respective pro rata percentage of the OBMP Shares they both hold) shall indemnify and hold harmless, and agree to pay and/or reimburse OBMP and its Affiliates and the representatives, Affiliates, successors and assigns of each of the foregoing Persons (each, an “ OBMP Indemnified Person ”), from, against and in respect of any and all actions, liabilities, governmental orders, encumbrances, losses, damages, bonds, dues, assessments, fines, penalties, taxes, fees, costs (including reasonable costs of investigation, defense and enforcement of this Agreement), expenses or amounts paid in settlement (including reasonable attorneys’ and experts’ fees and expenses), whether or not involving a Third Party Claim (collectively, “ Losses ”), incurred or suffered by the OBMP Indemnified Person(s) or any of them, as a result of, arising out of or relating to, directly or indirectly:

(i) any fraud or intentional misrepresentation on the part of Vitel (or any Affiliate (other than a MCO or CAV) or representative thereof) or any breach of, or inaccuracy in, any representation, warranty or statement made by or on behalf of Vitel in this Agreement or in any schedule or certificate delivered by or on behalf of Vitel pursuant to this Agreement;

(ii) any breach or violation of any covenant or agreement of Vitel to the extent required to be performed or complied with by Vitel at or prior to the date hereof in or pursuant to this Agreement;

(iii) any fraud or international misrepresentation on the part of any MCO or CAV (or any Affiliate (other than Vitel) or representative thereof) or any breach of, or inaccuracy in, any representation, warranty or statement made by or on behalf of MCO or CAV in this Agreement or in any schedule or certificate delivered by or on behalf of MCO or CAV pursuant to this Agreement;

(iv) any breach or violation of any covenant or agreement of MCO or CAV (including under this Clause IV ) in or pursuant to this Agreement;

(v) any liability or cost arising out of the manner in which Vitel compensates its employees and other persons who work or have worked for Vitel, which have originated at any point prior to and including the date of this Agreement; or

(vi) past taxes (including interest and penalties) imposed in respect of the income, business, property or operations of Vitel, or for which MCO or CAV may otherwise be liable for the period up to and including the date of this Agreement.

(b) Monetary Limitations . MCO and CAV will have no obligation to indemnify any OBMP Indemnified Person pursuant to Clauses 4.1(a)(i) and 4.1(a)(iii) hereof, unless and until the aggregate amount of all such Losses incurred or suffered by the OBMP Indemnified Persons exceeds $50,000.00 (fifty thousand Dollars 00/100) (at which point MCO and CAV will indemnify the OBMP Indemnified Persons for all such Losses in excess of $50,000.00), and the aggregate liability of MCO and CAV in respect of claims for indemnification pursuant to Clauses 4.1(a)(i) through 4.1(a)(vi) will not exceed the total value of the OBMP Shares as of the date hereof; provided , that the foregoing limitations will not apply to claims based upon gross negligence, fraud or intentional misrepresentation.

Clause 4.2 Indemnification by OBMP .

(a) Indemnification . Subject to the limitations set forth in this Clause IV , from and after the date hereof, OBMP shall indemnify and hold harmless, and agree to pay and/or reimburse each of MCO and CAV and each of their respective Affiliates (other than OBMP and Vitel), and the representatives, Affiliates, successors and assigns of each of the foregoing Persons (each, a “ Vitel Indemnified Person ”), from, against and in respect of any and all Losses incurred or suffered by the Vitel Indemnified Persons or any of them as a result of, arising out of or relating to, directly or indirectly:

(i) any fraud or intentional misrepresentation on the part of OBMP (or any Affiliate (other than Vitel) or representative therBeof) or any breach of, or inaccuracy in, any representation, warranty or statement made by or on behalf of OBMP in this Agreement or in any schedule or certificate delivered by or on behalf of OBMP pursuant to this Agreement;

(ii) any breach or violation of any covenant or agreement of OBMP to the extent required to be performed or complied with by OBMP at or prior to the date hereof in or pursuant to this Agreement;

(iii) any liability or cost arising out of the manner in which OBMP compensates its employees and other persons who work or have worked for OBMP, which have originated at any point prior to and including the date of this Agreement; or

(iv) past taxes (including interest and penalties) imposed in respect of the income, business, property or operations of OBMP, or for which any OBMP stockholder may otherwise be liable for the period up to and including the date of this Agreement.

(b) Monetary Limitations . OBMP will have no obligation to indemnify any Vitel Indemnified Person pursuant to Clause 4.2(a)(i) hereof, unless and until the aggregate amount of all such Losses incurred or suffered by the Vitel Indemnified Persons exceeds $50,000.00 (fifty thousand Dollars 00/100) (at which point OBMP will indemnify the Vitel Indemnified Persons for all such Losses in excess of $50,000) and OBMP’s aggregate liability in respect of claims for indemnification pursuant to Clauses 4.2(a)(i) through 4.2(a)(iv) will not exceed the total value of the OBMP Shares as of the date hereof; provided , that the foregoing limitations will not apply to claims based upon gross negligence, fraud or intentional misrepresentation.

Clause 4.3. Timing for Claims; Notice of Claims

(a) Timing for Claims . No claim may be made or suit instituted seeking indemnification pursuant to Clause 4.1(a)(i) , 4.1(a)(iii) or 4.2(a)(i) and 4.2(a)(iii) for any breach of, or inaccuracy in, any representation, warranty or statement unless a written notice is provided to the Indemnifying Party:

(i) at any time, in the case of any breach of, or inaccuracy in, the Fundamental Representations;

(ii) at any time, in the case of any claim or suit based upon fraud or intentional misrepresentation;

(iii) at any time prior to the thirtieth (30th) day following the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) in the case of any breach of, or inaccuracy in, the Specified Representations; and

(iv) at any time prior to the twenty four (24) month anniversary of the date hereof (the “ General Indemnity Survival Period ”), in the case of any breach of, or inaccuracy in, any other representation, warranty or statement in this Agreement or in any schedule or certificate delivered pursuant to this Agreement.

Claims for indemnification pursuant to any other provision of Clause 4.1(a) and 4.2(a) are not subject to the limitations set forth in this Clause 4.3 .

(b) Written Notice of Indemnification Claims . In the event that any Indemnified Person wishes to make a claim for indemnification under this Clause IV , the Indemnified Person shall give written notice of such claim to each Indemnifying Party within the applicable time limitations contained in Clause 4.3(a) . Any such notice shall describe the breach or inaccuracy and other material facts and circumstances upon which such claim is based and the estimated amount of Losses involved, in each case, in reasonable detail in light of the facts then known to the Indemnified Person; provided , that no defect in the information contained in such notice from the Indemnified Person to any Indemnifying Party will relieve such Indemnifying Party from any obligation under this Clause IV , except to the extent such failure to include information actually and materially prejudices such Indemnifying Party.

Clause 4.4 Third Party Claims

(a) Notice of Third Party Claims . Promptly after receipt by an Indemnified Person of written notice of the assertion of a claim by any Person who is not a party to this Agreement (a “ Third Party Claim ”) that may give rise to an indemnity claim against an Indemnifying Party under this Clause IV , the Indemnified Person shall give written notice thereof to the Indemnifying Party; provided , that no delay on the part of the Indemnified Person in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Clause IV , except to the extent such delay actually and materially prejudices the Indemnifying Party.

(b) Assumption of Defense, etc. The Indemnifying Party will be entitled to participate in the defense of any Third Party Claim that is the subject of a notice given by or on behalf of any Indemnified Person pursuant to Clause 4.4(a) . In addition, the Indemnifying Party will have the right to defend the Indemnified Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Person so long as (i) the Indemnifying Party gives written notice that they or it will defend the Third Party Claim to the Indemnified Person within thirty (30) days after the Indemnified Person has given notice of the Third Party Claim under Clause 4.4(a) stating that the Indemnifying Party will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Person from and against the entirety of any and all Losses the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Person with evidence reasonably acceptable to the Indemnified Person that the Indemnifying Party will have adequate financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Person, (iv) the Indemnified Person has not been advised by counsel that an actual or potential conflict exists between the Indemnified Person and the Indemnifying Party in connection with the defense of the Third Party Claim, (v) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement action, (vi) settlement of, an adverse judgment with respect to, or conduct of the defense of the Third Party Claim by the Indemnifying Party is not, in the good faith judgment of the Indemnified Person, likely to be adverse to the Indemnified Person’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business) and (vii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Person may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided , that the Indemnifying Party will pay the fees and expenses of separate counsel retained by the Indemnified Person that are incurred prior to the Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

(c) Limitations on Indemnifying Party Control . The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of all Indemnified Person from all liabilities arising or relating to, or in connection with, the Third Party Claim and (iii) involves no finding or admission of any violation of legal requirements or the rights of any Person.

(d) Indemnified Person’s Control . If the Indemnifying Party does not deliver the notice contemplated by sub-section (i) of Clause 4.4(b) , or the evidence contemplated by sub-section (ii) of Clause 4.4(b) , within ninety (90) days after the Indemnified Person has given notice of the Third Party Claim pursuant to Clause 4.4(a) , or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Person need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith). If such notice and evidence is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Clause 4.4(b) is or becomes unsatisfied, the Indemnified Person may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided , that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Clause 4.4(d) , the Indemnifying Party will (i) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Clause IV .

(e) Consent to Jurisdiction Regarding Third Party Claim . OBMP and each of MCO and CAV, hereby consent to the non-exclusive jurisdiction of any court in which any Third Party Claim may be brought against any Indemnified Person for purposes of any claim which such Indemnified Person may have against any such Indemnifying Party pursuant to this Agreement in connection with such Third Party Claim, and in furtherance thereof, the provisions of Clause 5.6 are incorporated herein by reference, mutatis mutandis .

Clause 4.5 No Circular Recovery . Each of MCO and CAV hereby agrees that they will not make any claim for indemnification against OBMP by reason of the fact that each was a controlling person, director, employee or representative of OBMP or Vitel or was serving as such for another Person at the request of OBMP or Vitel (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any legal requirement, organizational document, contractual obligation or otherwise) with respect to any claim brought by an OBMP Indemnified Person against any of MCO or CAV under this Agreement or otherwise relating to this Agreement. With respect to any claim brought by an OBMP Indemnified Person against MCO or CAV under this Agreement or otherwise relating to this Agreement, each of MCO and CAV expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against any of OBMP or Vitel with respect to any amounts owed by MCO or CAV pursuant to this Clause IV or otherwise

Clause 4.6 Indemnity from Trust Shares .

(a) For as long as there are OBMP Shares in the Trust maintained under the Trust Agreement, any and all amounts payable by MCO and CAV as Indemnifying Party to an OBMP Indemnified Person will be paid in OBMP Shares first out of such Trust and based on the Fair Market Value (as such term is defined in the Shareholders’ Agreement) of the OBMP Shares on the date of payment, and thereafter, if and when such OBMP Shares are exhausted, by MCO and CAV as herein provided in cash in accordance with payment instructions provided by OBMP. Subject to Clause 4.1(b) , the existence of the OBMP Shares in the Trust will not be deemed to limit the amount of any allowable claims by any OBMP Indemnified Person pursuant to this Agreement for Losses in excess of the value of such OBMP Shares.

(b) For as long as there are Vitel Shares in the Trust maintained under the Trust Agreement, any and all amounts payable by OBMP as Indemnifying Party to a Vitel Indemnified Person will be paid in Vitel Shares first out of such Trust and based on the Fair Market Value of the Vitel Shares on the date of payment, and thereafter, if and when such Vitel Shares are exhausted, by OBMP as herein provided in cash in accordance with payment instructions provided by MCO and CAV. Subject to Clause 4.2(b) , the existence of the Vitel Shares in the Trust will not be deemed to limit the amount of any allowable claims by any Vitel Indemnified Person pursuant to this Agreement for Losses in excess of the value of such Vitel Shares.

Clause 4.7 Insurance Proceeds . Payments by an Indemnifying Party pursuant to Clause 4.1 or Clause 4.2 in respect of any Losses shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Person in respect of any such claim, in each case, in the year in which the applicable indemnified Losses are incurred.

Clause 4.8 Indemnification Exclusive Remedy . Except for claims based on fraud, from and after the date hereof, the right of each party hereto to demand and receive indemnification payments pursuant to this Clause IV shall be the sole and exclusive right and remedy exercisable by such party with respect to any matters relating to, or arising under, this Agreement.

Clause 4.9 Remedies Cumulative . The rights of each Indemnified Person under this Clause IV are cumulative, and each Indemnified Person will have the right in any particular circumstance, in its sole discretion, to enforce any provision of this Clause IV without regard to the availability of a remedy under any other provision of this Clause IV .

CLAUSE V: GENERAL PROVISIONS

Clause 5.1 Confidentiality

(a) The parties hereto agree that Confidential Information (as defined below) furnished and to be furnished to each was and shall be made available in connection with their investment in OBMP and Vitel, and in furtherance of the purposes of this Agreement and the Shareholders’ Agreement. Each party hereto acknowledges that the Confidential Information that each has obtained or will obtain is the property of OBMP and Vitel, and each of their Subsidiaries. Each party hereto agrees that he or she will not disclose any Confidential Information to any other Person, except that Confidential Information may be disclosed: (i) to the extent required by applicable law, rule or regulation (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which a party hereto is subject or as required to be disclosed by OBMP pursuant to federal securities laws in force in the United States of America which are applicable to OBMP); provided that such party gives OBMP and/or Vitel (as applicable) prompt notice of such requests other than disclosure requirements of the Securities and Exchange Commission of the United States of America, to the extent practicable, so that OBMP and/or Vitel (as applicable) may seek an appropriate protective order or similar relief (and the parties hereto shall cooperate with such efforts by OBMP and/or Vitel, and shall in any event make only the minimum disclosure required by such law, rule or regulation, other than federal securities laws in force in the United States of America which are applicable to OBMP, disclosure which OBMP may make in its reasonable discretion), (ii) after the later of a period of five (5) years from and after the date of this Agreement and or (2) years following the date on which a party hereto ceases to be a stockholder of OBMP, or (iii) if the prior written consent of OBMP and/or Vitel (as applicable) shall have been obtained. For the purposes of clarity and the avoidance of doubt the parties hereto acknowledge and agree that, following the consummation of the transactions contemplated by this Agreement, OBMP shall not be required to seek the consent of MCO or CAV for the use of any of Vitel’s Confidential Information which shall become and be the Confidential Information of OBMP as the beneficial owner of the Vitel Shares. The provisions of this Clause 5.1(a) are in addition to, and separate from, any similar covenants and restrictions in respect of Confidential Information to which a party hereto may be subject by reason of any employment or consulting relationship with OBMP and/or Vitel (as applicable) or its Affiliates or the transactions contemplated herein.

(b) “ Confidential Information ” shall mean any confidential or proprietary information relating to the business or affairs of OBMP and/or Vitel or any of their Affiliates, including, but not limited to, information relating to financial statements, customer identities, potential customers, employees, sales representatives, suppliers, servicing methods, equipment programs, strategies and information, analyses, profit margins or other proprietary information used by OBMP and/or Vitel or any of their Affiliates; provided, however, that Confidential Information does not include any information which is in the public domain or becomes known in the industry through no wrongful act on the part of the a any of the parties hereto; provided that Confidential Information shall not include information relating to OBMP and/or Vitel or any of their Affiliates that (i) is or becomes generally known to the public other than as a result of a disclosure by the party hereto in violation of this Agreement, (ii) is or was available to the party hereto on a non-confidential basis prior to its disclosure to the party hereto, or (iii) was or becomes available to the party hereto on a non-confidential basis from a source other than OBMP or Vitel, which source is or was (at the time of receipt of the relevant information) not bound by a confidentiality agreement with OBMP or another person.

(c) The parties hereto acknowledge that the success of Vitel after the date hereof depends upon the continued preservation of the confidentiality of certain information possessed by the parties hereto, that the preservation of the confidentiality of such information by such parties hereto is an essential premise of the bargain between MCO, CAV, and OBMP, and that the parties hereto would be unwilling to enter into this Agreement in the absence of Clause 5.1(a) . Accordingly, the parties hereto agree that all information provided by or on behalf of OBMP to the parties hereto and their Affiliates and representatives, together with all information provided by or on behalf of Vitel, MCO and CAV to OBMP and its Affiliates and representatives in connection with the preparation of this Agreement shall be treated as “Confidential Information” in accordance with the provisions of Clause 5.1(a) .

Clause 5.2 Noncompete and Nonsolicitation .

(a) For a period of five (5) years from and after the date of this Agreement, neither MCO or CAV shall, or shall permit, cause or encourage any of their Affiliates to, engage directly or indirectly, as an owner, employee, consultant, contractor or otherwise, in any business or enterprise that is engaged in the development, commercialization, and/or sale of the OBMP Products, the OBMP Pipeline Products or the Vitel Products (collectively the “ Restricted Business ”) anywhere in the world as well as clinical development and marketing of therapeutic candidates similar to products that are part of the Restricted Business anywhere in the world, except for those activities listed on Exhibit A as part of the “ Excluded Businesses ”; provided , that no owner of less than 5% of the outstanding stock of any publicly-traded corporation will be deemed to be so engaged solely by reason thereof in the Restricted Business. For a period of five (5) years from and after the date of this Agreement, MCO and CAV shall not, and shall not permit, cause or encourage any of their Affiliates to, solicit, recruit, offer employment, hire, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of any of OBMP or Vitel to leave the employ of OBMP or Vitel. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Clause 5.2 is invalid or unenforceable, the parties hereto agree that the reduction in the scope, duration, or area of the term or provision, or the deletion of specific words or phrases, or the replacement of any invalid or unenforceable term or provision shall be carried out so as to include a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

(b) Notwithstanding anything to the contrary in Clause 5.2(a) above, in no event shall MCO or CAV be prohibited from engaging in any business under the following conditions:

MCO or CAV (as applicable) shall promptly notify OBMP in writing of any business opportunities in any country or territory in the world, with regard to any expansion of any business activity currently conducted by MCO or CAV beyond the Excluded Contracts so long as such business (i) does not interfere with MCO or CAV’s duties under their employment agreements with Vitel and (ii) does not compete with any of the products that are part of the Restricted Business anywhere in the world (the “ ROW Opportunity ”). OBMP, when presented with an ROW Opportunity, shall have a period of thirty (30) days in which to decide to participate. In the event the parties to the ROW Opportunity are unable to reach an agreement to consummate the transaction contemplated by the ROW Opportunity within thirty (30) days, MCO and/or CAV shall be free to pursue the ROW Opportunity without OBMP or any of its Affiliates.

Clause 5.3 Amendments . This Agreement may not be amended except by an instrument in writing signed on behalf of each of party.

Clause 5.4 Assignments . This Agreement and the rights and obligations hereunder shall not be assignable or transferable by any party (including by operation of law in connection with a merger or consolidation of such party) without the prior written consent of the other parties. Any attempted assignment in violation of this Clause 5. 3 shall be void.

Clause 5.5 Notices . All notices, requirements, and requests associated with this Agreement may be made in writing. All notices shall be deemed duly given if they are given: (a) in person, with return receipt; or (b) through a specialized courier service, with return receipt; or (c) via facsimile, upon written confirmation of receipt thereof; or (d) by email, upon written confirmation of receipt thereof. All notices shall be given to the following addresses, facsimile numbers or emails, and shall become effective once they are received, or when receipt thereof is refused, as provided in the return receipt, or in the receipt of the specialized courier service:

Clause 5.6 Exhibits and Headings . All documents attached hereto, or that are referenced herein, are incorporated by reference, and shall form an integral part of this Agreement. If there is a conflict between this Agreement and such documents, this Agreement shall govern. The titles and headings included in this Agreement are used solely for convenience purposes, and shall not define, limit, or describe in any way the scope, or intent (or otherwise affect the construction) of any provision of this Agreement.

Clause 5.7 Fees and Expenses . Each party shall pay its own costs and expenses incurred in connection with the preparation and execution of this Agreement.

Clause 5.8 Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without regard to the conflicts of laws rules of such state.

Clause 5.9 Arbitration . Any and all claims or controversies arising from or relating to, this Agreement, its interpretation, or its alleged breach or enforcement, shall be resolved by binding arbitration before the American Arbitration Association ( “ AAA ” ) according to the Commercial Arbitration Rules of the AAA then in effect (the “ AAA Rules ”). The arbitration shall occur in New York, New York and the parties waive any objection to this choice of alternative dispute resolution, procedures or venue. The parties shall each appoint a single arbitrator and such arbitrators shall agree upon a third arbitrator or, if no agreement can be reached within fourteen (14) days after the AAA provides the list of names from its National Roster, the AAA shall appoint the third arbitrator according to the AAA Rules then in effect. Any arbitration hereunder shall be conducted in English and shall be completed within one hundred and eighty (180) days after appointment of the third arbitrator. The arbitrators shall be authorized to award reasonable attorneys’ fees and costs to the prevailing party in the arbitration, and to include such sum in the final arbitration award. The arbitrators may not award punitive, consequential or special damages. The arbitration award may be confirmed as a judgment in any court having jurisdiction of the subject matter and parties.

Clause 5.10 Waiver of Jury Trial . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE RELATED AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY

Clause 5.11 Specific Enforcement; Cumulative Remedies . The parties hereto acknowledge that money damages may not be an adequate remedy for violations of this Agreement and that any party, in addition to any other rights and remedies which the parties may have hereunder or at law or in equity, may, in his or its sole discretion, apply to a court of competent jurisdiction for specific performance or injunction or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Clause 5.5 shall be deemed effective service of process on such party. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, powers or remedies by such party.

Clause 5.12 Entire Agreement . This Agreement and any exhibits and other documents referred to herein constitute the entire agreement and understanding among the parties hereto in respect of the subject matter hereof and thereof and supersede all prior and contemporaneous agreements and understandings, both oral and written, among the parties hereto, or between any of them, with respect to the subject matter hereof and thereof.

Clause 5.13 Severability . If any term, provision, covenant or restriction of this Agreement or the application thereof to any Person or circumstance is held by a court of competent jurisdiction or other authority to be invalid, void, illegal, unenforceable or against regulatory or public policy to any extent, such term, provision, covenant or restriction shall be deemed modified to the limited extent necessary for such term, provision, covenant or restriction to no longer be invalid, void, illegal, unenforceable or against regulatory or public policy and to achieve the maximum intent of the parties, and the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

Clause 5.14 Counterparts; Effectiveness . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement will become effective when duly executed and delivered by each party hereto. Counterpart signature pages to this Agreement may be delivered by facsimile or electronic delivery ( i.e ., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.

Clause 5.15 Binding Agreement . Each and all of the covenants, terms, provisions and agreements contained in this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, successors and permitted assigns.

IN WITNESS WHEREOF, the parties enter into and execute this Agreement through their respective duly authorized legal representatives, on the date mentioned in the preamble.

[The rest of the page is intentionally left blank. Signature pages follow.]

Signature page for the Contribution Agreement dated March 10, 2017, entered into by and between Manuel Cosme Odabachian, Carlos Fernando Alaman Volnie and Oncbiomune Pharmaceuticals, Inc.

By: /s/ Manuel Cosme Odabachian

Name: Manuel Cosme Odabachian

On his own behalf

By: /s/ Carlos Fernando Alaman Volnie

Name: Carlos Fernando Alaman Volnie

On his own behalf

[The rest of the page is intentionally left blank. Signature pages follow.]

Signature page for the Contribution Agreement dated March 10, 2017, entered into by and between Manuel Cosme Odabachian, Carlos Fernando Alaman Volnie and Oncbiomune Pharmaceuticals, Inc.

ONCBIOMUNE PHARMACEUTICALS, INC

By: /s/ Andrew A. Kucharchuk

Name: Andrew A. Kucharchuk

Its: Attorney-in-fact

[The rest of the page is intentionally left blank.]

EXHIBIT A

ACTIVITIES NOT SUBJECT TO NON-COMPETE

The following business activities shall be deemed Excluded Businesses, as provided for in this Agreement so long as such business activity (i) is currently conducted by MCO or CAV pursuant to the terms of any contract or agreement (the “ Excluded Contracts ”) as in effect as of the date hereof and for so long as such contract or agreement is in effect, without any amendment to or renewal of such contract or agreement after the Closing; (ii) does not interfere with MCO or CAV’s duties under their employment agreements with Vitel, and (iii) does not compete with any of the products that are part of the Restricted Business anywhere in the world (collectively, the “ Excluded Business ”):

Execution Version

SCHEDULE 3.1 (i)

List of actions, proceedings, arbitrations, investigations or audit, whether civil, criminal, administrative or judicial action pending or threatened, against or involving MCO and CAV or Vitel as of the date of the Contribution Agreement:

None

SCHEDULE 3.1 (j)

List of equity interest or ownership stake in any Person that are directly or indirectly owned by Vitel:

1. 50% stake in Oncbiomune México, S.A. de C.V.

SCHEDULE 3.1 (k)

True and complete list of assets and liabilities of Vitel as of February 28, 2017

SCHEDULE 3.1 (m)

Material Adverse Effects known to Vitel:

None

SCHEDULE 3.1 (n)

List of all real property owned or leased by Vitel and all real property leases, surveys, encumbrances:

SCHEDULE 3.1 (q)

List of Material Contracts to which Vitel is a party.

SCHEDULE 3.1 (r)

List of claims and Material breaches involving Vitel:

None

SCHEDULE 3.1 (t)

List of all policies of fire and casualty, liability and other forms of insurance maintained by or on behalf of Vitel:

None

SCHEDULE 3.1 (w)

List of all valid, subsisting and in good standing Material governmental permits with respect to: (a) the ownership or use of Vitel’s properties and/or; (b) the operation of the Vitel Business, in either case that are held by or for the benefit of Vitel:

SCHEDULE 3.1 (y)

Employee benefit plans of Vitel:

None

SCHEDULE 3.1 (hh)

List of infringements or misappropriations of any intellectual property of Vitel:

None

SCHEDULE 3.1 (jj)

List of (1) Vitel Owned IP Rights (including all registrations of any patents, copyrights, mask works, trademarks, service marks, and internet domain names, and all applications therefor), (2) Vitel Licensed IP Rights, (3) all applications, registrations, filings and other formal written governmental actions made or taken pursuant to applicable law by Vitel to secure, perfect or protect its interest in Vitel IP Rights and (4) all proceedings or actions before any governmental authority, including the Instituto Mexicano de la Propiedad Industrial or equivalent authority anywhere else in the world related to any of Vitel IP Rights.

SCHEDULE 3.1 (kk)

List of royalties, honoraria, fees or other payments payable by Vitel to any third Person as a result of the use, license-in, manufacture, sale, offering for sale, copying, distribution, or disposition of any Vitel Owned IP Rights by Vitel:

None

SCHEDULE 3.1 (oo)

List of all properties not owned or leased by Vitel and used in connection with the Vitel Business:

None

SCHEDULE 3.1 (pp)

List of liabilities or contracts between: (i) Vitel, and (ii) MCO or CAV or any person who currently is serving, or has within the past twenty-four months served, as an officer, director, or equity holder of Vitel:

None

Execution Version

Schedule 3.2 (j)

List of actions, proceedings, arbitrations, investigations or audit, whether civil, criminal,

administrative or judicial action pending or threatened, against or involving OBMP.

None.

Execution Version

Schedule 3.2 (k)

List of equity interest or ownership stake in any Person that are directly or indirectly

owned by OBMP.

1.50% stake in Oncbiomune Mexico, S.A. de C.V.

Execution Version

Schedule 3.2 (l)

True and complete copies of the financial statements of OBMP as of September 30, 2016.

See Financial Information included as part of Form 10-Q, filed with the SEC on November 21, 2016 for the quarterly period ending September 30, 2016.

Execution Version

Schedule 3.2 (n)

Material Adverse Effects known to OBMP.

None.

Execution Version

Schedule 3.2 (o)

List of all real property owned or leased by OBMP and all real property leases, surveys, encumbrances, and material documents relating to such real property

Execution Version

Schedule 3.2 (r)

List of Material Contracts to which OBMP is a party.

Execution Version

Schedule 3.2 (s)

List of claims and Material breaches involving OBMP.

None.

Execution Version

Schedule 3.2 (u)

List of all policies of fire and casualty, liability and other forms of insurance maintained by or on behalf of OBMP.

Execution Version

Schedule 3.2 (x)

List of all valid, subsisting and in good standing Material governmental permits with respect to: (a) the ownership or use of OBMP’s properties and/or; (b) the operation of the Vitel Business, in either case that are held by or for the benefit of OBMP.

1. PGT/Vaccines:

2. Authorization to do Business: OBMP is authorized to do business in Louisiana and Nevada.

Execution Version

Schedule 3.2 (z)

Employee benefit plans of OBMP

OBMP provides health insurance benefits as identified in:

1. Humana # 748626-001

OBMP pays 100% of employee family coverage cost.

Execution Version

Schedule 3.2 (ii)

List of infringements or misappropriations of any intellectual property by OBMP.

None.

Execution Version

Schedule 3.2 (kk)

List of (1) OBMP Owned IP Rights (including all registrations of any patents, copyrights, mask works, trademarks, service marks, and internet domain names, and all applications therefor), (2) OBMP Licensed IP Rights, (3) all applications, registrations, filings and other formal written governmental actions made or taken pursuant to applicable law by OBMP to secure, perfect or protect its interest in OBMP IP Rights and (4) all proceedings or actions before any governmental authority, including the Instituto Mexicano de la Propiedad Industrial or equivalent authority anywhere else in the world related to any of OBMP IP Rights.

Execution Version

Schedule 3.2 (ll)

List of royalties, honoraria, fees or other payments payable by OBMP to any third Person as a result of the use, license-in, manufacture, sale, offering for sale, copying, distribution, or disposition of any OBMP Owned IP Rights by OBMP.

None.

Execution Version

Schedule 3.2 (pp)

List of all properties not owned or leased by OBMP and used in connection with the OBMP Business.

None.

Execution Version

Schedule 3.2 (pp)

List of liabilities or contracts between: (i) OBMP and (ii) its current shareholders or any person who currently is serving, or has within the past twenty-four months served, as an officer, director, or equity holder of OBMP.

IRREVOCABLE MANAGEMENT TRUST AGREEMENT NUMBER F/2868 (TWO THOUSAND EIGHT HUNDRED SIXTY EIGHT) DATED MARCH 10, 2017 (THE “ AGREEMENT ”), ENTERED INTO BY AND BETWEEN EACH OF MANUEL COSME ODABACHIAN AND CARLOS FERNANDO ALAMAN VOLNIE, IN THEIR CAPACITY AS TRUSTORS AND BENEFICIARIES (COLLECTIVELY, “ BENEFICIARY A ”), ON THEIR OWN BEHALF; ONCBIOMUNE PHARMACEUTICALS, INC., IN ITS CAPACITY AS TRUSTOR AND BENEFICIARY (“ BENEFICIARY B ”), REPRESENTED HEREIN BY ANDREW ALBERT KUCHARCHUK; AND BANCO ACTINVER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO ACTINVER, AS TRUSTEE (THE “ TRUSTEE ”), REPRESENTED HEREIN BY ITS TRUST OFFICERS OSCAR MEJÍA REYES AND GABRIELA ALEJANDRA ESPÍNDOLA; PURSUANT TO THE FOLLOWING REPRESENTATIONS AND CLAUSES:

Representations

I. Each individual constituting Beneficiary A hereby represents, individually with respect to themselves, that:

NOW THEREFORE, based on the preceding Representations, the parties agree to the following Clauses:

CLAUSE I: DEFINITIONS

Clause 1.1 Defined Terms . Capitalized terms used herein shall have the following meanings:

“ Affiliate ” means, in connection with any Person (i) any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with, such Person, or (ii) any other Person that owns or controls 50% (fifty percent) or more of the shares or membership interests issued, and with voting rights, of such Person, or (iii) any officer, managing member, executive, or manager of such Person, or (iv) any other Person that is an officer, executive, managing member, manager, or holds 50% (fifty percent) or more of the shares or membership interests with voting rights of any of the Persons mentioned in subsections (i) to (iii) of this definition.

“ Agreement ”, “ Trust Agreement ” or “ Trust ” means this Irrevocable Trust Agreement number F/2868 (two thousand eight hundred sixty eight), as amended, whether in whole or in part, supplemented, or otherwise altered, renewed, or extended at any time.

“ Anticorruption Law ” means the FCPA in force in the United States of America, the Federal Anticorruption Law on Public Procurement Matters ( Ley Federal Anticorrupción en Contrataciones Públicas ) in force in Mexico, and all other laws, regulations, orders, and any other similar regulation associated with anticorruption laws, anti-boycott laws, fraud, gifts, bribery, anti-money laundering, intended to control, prevent, or penalize bribery, gifts, illegal gratuities and benefits, or other similar illegal practices.

“ Applicable Law ” means, with regard to any circumstance described in this Agreement, any laws, rules, regulations, codes, and other general provisions applicable in Mexico to such circumstance, and the orders, decrees, rulings, court orders, notices or agreements that are valid and in force, issued, enacted, or executed by any Governmental Authority that are applicable to such circumstance.

“ Beneficiaries ” means, jointly, Beneficiary A, and Beneficiary B.

“ Beneficiary A ” has the meaning given to such term in the preamble of this Agreement.

“ Beneficiary B ” has the meaning given to such term in the preamble of this Agreement.

“ Beneficiary Rights ” means the rights to which the Beneficiaries of this Agreement are entitled, respectively, pursuant to their capacity as beneficiaries, and in connection with their respective interest in the Trust Property.

“ Blocked Person ” means any Person:

(i) that is included in the Annex, or otherwise subject to the provisions of Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “ Executive Order ”), or a person who is identified as an affiliate of a Person designated as a terrorist, or associated with terrorism or money laundering pursuant to the regulations enacted in connection with the USA PATRIOT ACT;

(ii) that is owned or Controlled by, or acts on behalf of, any Person included in the Annex, or otherwise subject to, the Executive Order;

(iii) with whom a lender subject to oversight by financial authorities is prohibited from dealing or otherwise engaging in any transaction by any terrorism of money laundering law, including the Executive Order;

(iv) who commits, threatens, or conspires to commit or supports “terrorism”, as such term is defined in the Executive Order;

(v) is a person designated as a “specially designated national and blocked person”, pursuant to the most recent list published by the Office of Foreign Assets Control of the Treasury Department of the United States of America (“ OFAC ”), in its official website, http://www.treas.gov.ofac/tllsdn.pdf , or any replacement website or other replacement official publication of such list;

(vi) who is not in compliance with OFAC, or the USA PATRIOT ACT; or

(vii) who is an Affiliate of any of the aforementioned Persons.

“ Business Day ” means any day on which banks are not authorized to close in Mexico City.

“ Control ” means the authority to determine the management, and the policies of a Person, directly or indirectly, whether through holding securities or membership interests with voting rights, through an agreement, or otherwise.

“ Distributions ” means, jointly, the OBM Distributions, and the Vitel Distributions.

“ Dollars ” means the legal currency of the United States of America.

“ FCPA ” means the Foreign Corrupt Practices Act of 1977 in force in the United States of America.

“ Governmental Authority ” means any Federal, State, Municipal, or local authority in the United States of America or Mexico.

“ Initial Contribution ” means the amount of 1,000.00 (one thousand 00/100 pesos), which the Beneficiaries shall provide jointly to the Trustee in terms of Clause 2.1(b) of this Agreement.

“ LGSM ” means the General Law of Companies ( Ley General de Sociedades Mercantiles ), as amended, or supplemented from time to time.

“ LGTOC ” means the General Law of Negotiable Instruments and Credit Transactions ( Ley General de Títulos y Operaciones de Crédito ), as amended, or supplemented from time to time.

“ LIC ” means the Credit Institutions Law ( Ley de Instituciones de Crédito ), as amended, or supplemented from time to time.

“ Mexico ” means the United Mexican States.

“ Minimum Price ” has the meaning given to such term in Clause 4.1(b)(i) of this Agreement.

“ Notice of Exercise ” has the meaning given to such term in Clause 4.1(b)(ii) of this Agreement.

“ Notice of Offer ” has the meaning given to such term in Clause 4.1(b)(i) of this Agreement.

“ OBM ” means Oncbiomune Pharmaceuticals, Inc., a Nevada corporation.

“ OBM Accounts ” means the accounts denominated in Pesos or in Dollars, opened and kept at Banco Actinver, S.A., or at any of the companies belonging to Grupo Financiero Actinver, under the name of the Trustee, for the purposes set forth in Clause 6.1(c) of this Agreement.

“ OBM Distributions ” means the amounts that OBM distributes to its shareholders as dividends, equity reimbursements, or otherwise.

“ OBM Principal Shareholders ” means Jonathan F. Head, Ph.D. and Andrew Albert Kucharchuk.

“ OBM Shares ” means 61,158,013 (sixty one million one hundred fifty eight thousand thirteen) shares of common stock, and 2,107,681 (two million one hundred seven thousand six hundred eighty one) shares of Series B preferred stock, of OBM.

“ Offered Beneficiary Rights ” has the meaning given to such term in Clause 4.1(b)(i) of this Agreement.

“ Permitted Investment ” has the meaning given to such term in Clause 6.2(a) of this Agreement.

“ Permitted Transfer ” means a transfer to a Permitted Transferee, pursuant to Clause IV of this Agreement.

“ Permitted Transferees ” has the meaning given to such term in Clause 4.1(a) of this Agreement.

“ Person ” means any natural or legal person, trust, joint venture, partnership or company, Governmental Authority, or any other entity of any kind, with or without its own legal capacity.

“ Pesos ” means the legal currency of Mexico.

“ Right of First Refusal ” has the meaning given to such term in Clause 4.1(b) of this Agreement.

“ ROFR Deposit ” has the meaning given to such term in Clause 4.1(b)(iii) of this Agreement.

“ ROFR Exercise Period ” has the meaning given to such term in Clause 4.1(b)(ii) of this Agreement.

“ Shareholders’ Agreement ” means the Shareholders Agreement of OBM dated as of the date hereof among Beneficiary A, Beneficiary B and the shareholders named therein, as amended, whether in whole or in part, supplemented, or otherwise altered, renewed, or extended at any time, which will be part of this Agreement as Exhibit “A” .

“ Taxes ” has the meaning given to such term in Clause 10.1 of this Agreement.

“ Term of the Trust ” means the period of validity and enforceability of this Trust Agreement as specified in Clause 12.2 of this Agreement.

“ Third Party Purchaser ” has the meaning given to such term in Clause 4.1(b)(i) of this Agreement.

“ Third Party Sale Agreement ” has the meaning given to such term in Clause 4.1(b)(vi) of this Agreement.

“ Transfer ” shall mean, with respect to any Beneficiary Rights, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, charge, encumber, hypothecate or otherwise transfer such Beneficiary Rights or any participation or interest therein, whether directly or indirectly (including by means of any hedging or derivative transactions that may have a similar effect to the foregoing), or agree or commit to do any of the foregoing; and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, charge, encumbrance, hypothecation, or other transfer of such Beneficiary Rights or any participation or interest therein (or any hedging or derivative transactions that may have a similar effect to the foregoing) or any agreement or commitment to do any of the foregoing.

“ Trust Accounts ” means jointly, the OBM Accounts and the Vitel Accounts.

“ Trust Property ” has the meaning given to such term in Clause 2.2 of this Agreement.

“ Trust Purposes ” has the meaning given to such term in Clause 2.4 of this Agreement.

“ Trustee ” has the meaning given to such term in the preamble of this Agreement.

“ Vitel Accounts ” means the accounts denominated in Pesos or in Dollars, opened and kept at Banco Actinver, S.A., or at any of the companies belonging to Grupo Financiero Actinver, under the name of the Trustee, for the purposes set forth in Clause 6.1(c) of this Agreement.

“ Vitel Distributions ” means the amounts that Vitel distributes to its shareholders as dividends, equity reimbursements, or otherwise.

“ Vitel Shares ” means 100 (one hundred) shares of the fixed capital stock of Vitel, representing 100% (one hundred per cent) of the capital stock of Vitel, less two shares of the capital stock of Vitel, property of OBM.

Clause 1.2 Interpretation of Defined Terms . The definitions set forth in the preceding Clause shall apply both in the singular and plural form of such terms. When the context requires it, any pronoun shall include the corresponding male, female, and neutral form. Unless the context requires otherwise, all references to clauses, paragraphs, subsections, items, or numbers of clauses of this Agreement, and all references to schedules and exhibits, shall be deemed to be references to schedules and exhibits to this Agreement, which are hereby incorporated by reference to form an integral part of this Agreement. Unless the context requires otherwise, the words (a) “ hereof ”, “ herein ”, “ hereunder ”, “ pursuant hereto ”, “ below ”, and words with similar meaning when used in this Agreement, shall be deemed to refer to this Agreement in its entirety, and not to any specific clause, paragraph, subsection, item, or number of this Agreement; (b) “ include ”, “ includes ”, and “ including ” shall be deemed followed by the phrase, “ but not limited to ”, unless otherwise specified; and (c) “ asset ”, or “ property ” shall be deemed to have the meaning and effect, and to refer to, each and every one of the assets and property, whether tangible or intangible, including cash, shares, or interests, representing the capital stock of any company or Person, securities, income, lease and contractual rights. Likewise, references to (i) any agreement, contract, document, or instrument, includes the reference to such agreement, contract, document, or instrument, as amended, whether in whole or in part, supplemented, or otherwise altered from time to time, and (ii) any law, rule, or regulation, includes the amendments thereto from time to time, or any law, rule, or regulation that replaces them.

CLAUSE II: THE TRUST

Clause 2.1 Creation of the Trust; Acceptance of the Appointment of the Trustee and Term .

(a) Creation of the Trust . Manuel Cosme Odabachian and Carlos Fernando Alaman Volnie hereby agree to contribute, assign, and transfer to the Trustee, ownership of, and title over, the Vitel Shares, within the following 5 (five) Business Days as of the date hereof. Oncbiomune Pharmaceuticals, Inc. hereby agrees to contribute, assign, and transfer to the Trustee, ownership of, and title over, the OBM Shares, within the following 5 (five) Business Days as of the date hereof. The Beneficiaries jointly settle the Administration and Stock Control Trust Agreement with Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, as trustee of the present Trust Agreement, in order to be the owner and proprietor of the Trust Property, in furtherance of the Trust Purposes, as provided herein and in the Applicable Law. Likewise, the Beneficiaries jointly as a single beneficiary, and in equal portions (50% Beneficiary A and 50% Beneficiary B), hereby provide the Initial Contribution to the Trustee.

(b) Delivery of Shares to the Trustee . The parties agree to deliver the Vitel Shares and the OBM Shares, as applicable, as follows within the following 5 (five) Business Days as of the date hereof:

(c) Acceptance of the Appointment of the Trustee . The Trustee hereby (a) accepts its appointment as Trustee of this Agreement, and agrees to duly and faithfully comply with the Trust Purposes, and with all obligations assumed by the Trustee in terms of this Agreement, and Applicable Law; (ii) receives the Initial Contribution pursuant to the terms of this Agreement; and (iii) acknowledges and accepts title over the Trust Property that is transferred to the Trustee for the Trust Purposes. The Trustee is hereby authorized to perform all actions required to comply with the Trust Purposes, and it hereby agrees to perform any actions required or convenient to comply with the Trust Purposes.

Clause 2.2 Trust Purposes .

During the term of this Agreement, the trust property is hereby formed, and shall be composed of, as applicable, the following assets (jointly, the “ Trust Property ”):

(a) the Initial Contribution;

(b) the Vitel Shares;

(c) the OBM Shares;

(d) any amounts and other assets, property, or rights that the Trustee receives pursuant to having title over the Vitel Shares, and the OBM Shares;

(e) each and every amount deposited in the Trust Accounts;

(f) each and every amount resulting from the Permitted Investments;

(g) each and all property assigned to, or acquired by, the Trustee pursuant to the Trust Purposes as provided herein; and

(h) all cash amounts, and all ancillary property, proceeds, products, and returns resulting from, or associated with, the property described in the preceding subsections of this Clause, including the rights resulting from, or associated with, the investments and operation of the Trust.

In order to formalize the transfer of the OBM Shares and the Vitel Shares, the trustors, within five (5) days of the date hereof, will (i) deliver to the Trustee the stock certificates which represent that shares which they own, duly endorsed in favor of the Trustee, and (ii) deliver to the Trustee a certification issued by the Secretary of the Board of Directors which confirms that the transfer of shares referred to in this Trust Agreement has been duly registered in the corresponding Shareholder’s Registry Book of each entity.

For the avoidance of doubt, the parties agree that the OBM Shares and the Vitel Shares shall be endorsed in favor of the Trustee bearing the following legend, and including the place and date in which the endorsement took place, as well as the name or denomination of the endorsing trustor:

“The undersigned endorses property of the present stock certificate and the shares it covers, in favor of Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver,, in its capacity as Trustee of the Administration and Stock Control Trust Agreement No. F/2686 (two thousand eight hundred sixty eight), in furtherance of the purposes set forth therein”.

The parties hereby agree that the provisions of this Clause shall act as an inventory of the property that comprises the Trust Property upon the creation of the Trust, and the execution of this Agreement, and the Beneficiaries shall keep a copy hereof, which they receive from the Trustee to their full satisfaction. The foregoing in compliance with the provisions of item five point one of Circular Letter 1/2005 (one slash two thousand five) issued by the Mexican Central Bank.

Clause 2.3 Parties to the Trust . The parties to this Agreement are the following:

MANUEL COSME ODABACHIAN and CARLOS FERNANDO ALAMAN VOLNIE, jointly, in their capacity as Trustors and Beneficiaries A.

ONCBIOMUNE PHARMACEUTICALS, INC. in its capacity as Trustor and Beneficiary B.

Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, in its capacity as Trustee.

Clause 2.4 Trust Purposes . The purposes of this Irrevocable Management Trust Agreement (the “ Trust Purposes ”) are that the Trustee perform each and every one of the activities, and that it complies with each and every one of the obligations described in this Clause 2.4 , and in this Agreement, including (i) receiving the Initial Contribution, the Vitel Shares, and the OBM Shares, and exercise, under instructions from the Beneficiary A, and Beneficiary B, as applicable, the corporate and property rights and obligations resulting from holding the Vitel Shares, and the OBM Shares, respectively, in terms of this Agreement and in compliance with the Shareholders Agreement; (ii) manage the Trust Property pursuant to the provisions of this Agreement; (iii) provide to the Beneficiaries the Distributions that it receives as a result holding the Vitel Shares and the OBM Shares, respectively, in terms of this Agreement; and (iv) perform all such activities that the Beneficiaries, as applicable, instruct the Trustee in writing, which are specific for the activities described in this Clause. In connection with the foregoing, the Trustee shall:

(a) be the sole and legitimate owner, maintain and preserve ownership of the property and rights that, currently, or in the future, form part of the Trust Property during the term of this Agreement;

(b) establish, maintain, and manage the Trust Accounts to adequately manage the funds that form part of the Trust Property, pursuant to the provisions of this Agreement, and apply all funds to the Trust Accounts (including the Permitted Investments) pursuant to this Agreement;

(c) receive from Beneficiary A fiduciary ownership of, and title over, the Vitel Shares;

(d) receive from Beneficiary B fiduciary ownership of, and title over, the OBM Shares;

(e) exercise the corporate and property rights resulting from the Vitel Shares and the OBM Shares, pursuant to the provisions of this Agreement and the Shareholders Agreement;

(f) receive from Vitel and OBM amounts from dividends, equity reimbursements, or that are otherwise distributed in alignment to any legal requirement, respectively, to their shareholders;

(g) provide to the Beneficiaries the Distributions that it receives from Vitel and OBM, respectively, pursuant to the provisions of this Agreement;

(h) dispose of the Vitel Shares in terms of written instructions it receives from Beneficiary A in terms of this Agreement;

(i) dispose of the OBM Shares in terms of written instructions it receives from Beneficiary B in terms of this Agreement;

(j) pursuant to the written instructions from the Beneficiaries, invest any amounts deposited into the Trust Account in Permitted Investments pursuant to the provisions of Clause 6.2 of this Agreement;

(k) grant the general or special powers of attorney for acts of ownership, administration, litigation and collection, subscription of negotiable instruments, and any other that is necessary or convenient to achieve the Trust Purposes, including those required to defend the Trust Property, in favor of the Persons that the Beneficiaries instruct it in writing, as applicable, without this including the authority for the appointed attorneys-in-fact to be able to open and operate bank accounts. The foregoing, provided that the Trustee shall not grant general powers of attorney for acts of ownership, or general powers of attorney to subscribe, guarantee, or endorse negotiable instruments in terms of article 9 of the LGTOC;

(k) in general, perform any other action required or convenient to satisfy or comply with the Trust Purposes, or Applicable Law; and

(l) return the Trust Property to the Beneficiaries pursuant to the provisions of Clause 10.2 of this Agreement.

Clause 2.5 The Trustee .

(a) Authorities of the Trustee . The Trustee shall have all authorities and powers of attorney required to comply with the Trust Purposes, pursuant to the terms of Article 391 of the LGTOC; provided that the Trustee shall act at all times pursuant to the instructions of the Beneficiaries.

(b) Terms and Conditions of the Trustee’s Services . The Beneficiaries hereby expressly agree that the Trustee shall act at all times pursuant to the provisions of this Agreement, in compliance with the obligations, and exercising the authorities granted to it herein, for the purpose of complying with the Trust Purposes. Likewise, the Trustee shall act pursuant to the instructions it receives in writing from the Beneficiaries, pursuant to the provisions of this Agreement. The Trustee shall not be liable for (1) any actions it performs pursuant to the express provisions of this Agreement, (2) any actions it performs pursuant to the express provisions of any other agreements or documents entered into or granted pursuant to what is expressly set forth herein, including the Shareholders Agreement, (3) any actions that it performs pursuant to written instructions from the Beneficiaries, pursuant to what is expressly set forth in this Agreement, (4) any representation made by the other parties to this Agreement, (5) any delinquency or default regarding any payment, except for cases in which the delinquency or default results from a breach by the Trustee of the obligations set forth in this Agreement, and (6) any event, action, or failure to act by the Beneficiaries, or third parties, which prevent or hinder compliance with the Trust Purposes, unless the Trustee incurs willful misconduct, bad faith, or negligence.

(c) Non-Contemplated Situations . To the extent that a specific situation is not contemplated by the provisions of this Agreement, the Trustee shall give notice to the Beneficiaries of such situation for the purpose that the Beneficiaries, as applicable, issue the pertinent instructions based on which the Trustee shall act, provided the instructions from the Beneficiaries are grounded on express authorities of such body, and the actions of the Trustee, resulting from such instructions, are grounded on specific and legal purposes.

(d) General Liability . Pursuant to rule 5.2 of Circular Letter 1/2005, issued by the Mexican Central Bank, the Trustee shall have general liability for the damages caused as a result of its breach of its obligations pursuant to this Agreement subject to the limitations set forth in Sections 11.1 and 13.2.

(e) Removal of the Trustee . The Trustee may be removed at any time through written notice provided by both Beneficiaries (all Beneficiary A and Beneficiary B, jointly) at least 30 (thirty) calendar days in advance. The Trustee may be removed with cause, at the discretion of the Beneficiaries, at any time.

(f) Resignation by the Trustee . The Trustee may only resign from its appointment if the circumstances set forth in article 391 of the LGTOC occur; provided that the Trustee shall give written notice to the Beneficiaries of its intent to resign its position, at least 30 (thirty) calendar days in advance of the resignation date; and provided, further, that the Trustee shall not be released as trustee of this Agreement, until a replacement trustee has been appointed by both Beneficiaries and such replacement trustee has accepted its appointment in writing.

(g) Trustee Fees . As consideration for its trustee services under this Agreement, the Trustee shall have the right to receive from the Beneficiaries the fees set forth below, which shall be paid by the Beneficiaries in equal parts (50% from Beneficiary A and 50% from Beneficiary B):

For the transfer of funds via SPEI (Interbank Electronic Payments System) to main national banks, as long as such transactions are carried out in Mexican pesos, as well as for the opening of the necessary subaccounts for the control and management of the estate, the Trustee shall charge no fee.

For the termination of the Trust, the Trustee shall charge no fee.

Any other expenses incurred by the Trustee as a consequence of the management of the Trust, that could consist in reasonable fees for lawyers, notaries, auditors, tax specialists and /or any other necessary expense, will be charged to the amount that each one of them derives in its corresponding moment, prior to the acceptance of the Trustors.

The fees set forth herein do not include the Value Added Tax (IVA), which shall be charged in accordance with the applicable laws. Such trustee fees can be annually increased based on the variations of the National Consumer Price Index ( Indice Nacional de Precios al Consumidor ) published by the Bank of Mexico ( Banco de México ) or its substitute.

In case that the Trustee does not receive its corresponding fees in accordance with the present Clause, the Trustors will have to pay monthly default interests for the amount resulting from adding the 28-day Interbank Equilibrium Interest Rate ( Tasa de Interés Interbancaria de Equilibrio a 28 días) (as published by the Bank of Mexico) on the day when the default was incurred, plus 200 base points. The resulting amount will be the payable annual rate of default interest; said annual rate will be charged for all the period in which the debt remains unpaid.

The default interests set forth in the present clause will be charged automatically with charge to the available liquid resources in the Trust Assets, in case such funds are insufficient; the Trustors will cover the remaining amounts. The Parties expressly agree that the estate of the present Trust preferably guarantees the payment of the Trustee’s fees. The Trustors, by executing the present Agreement, expressly authorize the Trustee to avoid carrying out any legal act until its corresponding fees have been completely covered, in case of a default in the payment of the Trustee’s fees.

The default interests set forth in the present clause does not include Value Added Tax (IVA), which shall be charged in accordance with the applicable laws.

If the fees that the Trustee is entitled to receive are not covered, the Trustee may resign its appointment without prejudice to the right to exercise legal actions for the collection of said fees.

The Trustee shall abstain from carrying out any administrative procedure, as well as proceed to cancel this Trust as long as there is any debt in favor of the Trust that is pending settlement.

CLAUSE III: EXERCISE OF PROPERTY AND

CORPORATE RIGHTS OF VITEL AND OBM

Clause 3.1 Property Rights .

(a) Vitel Shares . The property rights resulting from the Vitel Shares contributed to the Trust Property shall be exercised by the Trustee exclusively for the benefit, and in terms of, the written instructions it receives from Beneficiary B. Beneficiary B shall receive the amounts corresponding to dividends, equity reimbursements, or for any other concept that Vitel distributes to its shareholders (the “ Vitel Distributions ”). The Vitel Distributions shall be received by the Trustee in the Trust Account, and it shall provide them to Beneficiary B pursuant to the provisions of Clause VII of this Agreement.

(b) OBM Shares . The property rights resulting from the OBM Shares contributed to the Trust Property shall be exercised by the Trustee exclusively for the benefit, and in terms of, the written instructions it receives from Beneficiary A. Beneficiary A shall receive the amounts corresponding to dividends, equity reimbursements, or for any other concept that OBM distributes to its shareholders (the “ OBM Distributions ”). The OBM Distributions shall be received by the Trustee in the Trust Account, and it shall provide them to Beneficiary A pursuant to the provisions of Clause VII of this Agreement.

Clause 3.2 Corporate Rights .

(a) Vitel Shares . The corporate rights resulting from the Vitel Shares shall be exercised by the Trustee pursuant to the written instructions it receives from Beneficiary B. For such purposes, and pursuant to the bylaws of Vitel, Beneficiary B shall have the authority to instruct the Trustee regarding exercising any corporate rights it may be entitled to in its capacity as the majority Vitel shareholder, including, but not limited to, calling shareholder meetings, voting the Vitel Shares pursuant to the instructions given by Beneficiary B, executing unanimous written consents in lieu of a meeting, adopting resolutions agreeing to pay the Vitel Distributions and, in general, resolve any and all matters associated with Vitel, and exercising any other right it may be entitled to in its capacity as the majority Vitel shareholder, pursuant to the provisions of this Agreement, the Vitel bylaws, and Applicable Law.

(b) OBM Shares . The corporate rights resulting from the OBM Shares shall be exercised by the Trustee pursuant to the written instructions it receives from Beneficiary A. For such purposes, and pursuant to the bylaws of OBM, Beneficiary A shall have the authority to instruct the Trustee regarding exercising any corporate rights it may be entitled to in its capacity as an OBM shareholder, including, but not limited to, calling special shareholder meetings, voting the OBM Shares pursuant to the instructions given by the Beneficiary A, executing unanimous written consents in lieu of a meeting, adopting resolutions agreeing to pay the OBM Distributions and, in general, resolve any and all matters associated with OBM, and exercising any other right it may be entitled to in its capacity as an OBM shareholder, pursuant to the provisions of this Agreement, the OBM bylaws, the Shareholders Agreement, United States of America Securities Law and Applicable Law.

(c) Powers of Attorney . The Trustee shall issue the certificates and documents, and shall grant the necessary powers of attorney to the Person(s) designated in writing by Beneficiary A, and Beneficiary B, as applicable, provided (i) the written request is provided to it at least 3 (three) Business Days in advance; and (ii) the relevant costs are paid by Beneficiary A, and Beneficiary B, as applicable.

CLAUSE IV: TRANSFER OF BENEFICIARY RIGHTS

Clause 4.1 Transfer of Beneficiary Rights .

(a) Permitted Transfers .

(i) Notwithstanding anything to the contrary in this Agreement, the Beneficiaries, acting individually, may at any time, without being subject to Clause 4.1, Transfer their respective Beneficiary Rights (x) to any of their Affiliates (the “ Permitted Transferees ”), or (y) with the prior consent of the other Beneficiary to this Agreement, or (z) as otherwise permitted under this Agreement (each, a “ Permitted Transfer ”), in the understanding that (1) each Beneficiary A will be considered a Permitted Transferee with respect to each other, (2) transfers by either of the Beneficiaries A resulting from their death shall also be considered a Permitted Transfer, and (3) either of the Beneficiaries A may act individually in regards to this Clause.

(ii) If a Permitted Transferee ceases to be an Affiliate of the Beneficiary who Transferred Beneficiary Rights to such Permitted Transferee, the Beneficiary Rights shall automatically revert or otherwise be transferred back to the original Beneficiary. The agreement or other instrument pursuant to which a Beneficiary carries out a Permitted Transfer must specifically contain a provision expressly contemplating the reversion of Beneficiary Rights or unwinding of the Permitted Transfer should the transferee cease to be a Permitted Transferee at any time after the corresponding Transfer. If according to the applicable law such reversion is not permitted or the transferring Beneficiary does not accept such reversion, then the non-transferring Beneficiary of this Agreement shall be entitled to, provided that the transferring Beneficiary is bound to take any action that may be required from its part: (x) acquire directly or through an Affiliate, the totality of the Beneficiary Rights of the Permitted Transferee that ceased to be an Affiliate, (y) to request OBM or Vitel, as applicable, to carry out a capital reduction in order to redeem the shares which correspond to the Beneficiary Rights of the Permitted Transferee that ceased to be an Affiliate, and to cause the corresponding Affiliate to approve and participate in such reduction in accordance with applicable law, or (z) a combination of the rights set forth in (x) and (y) of this subsection (ii). In the event that more than one non-transferring Beneficiary exercises its right to acquire the Beneficiary Rights of the Permitted Transferee that ceased to be an Affiliate, the Beneficiaries who have exercised such right to purchase the Beneficiary Rights of the Permitted Transferee that ceased to be an Affiliate shall be entitled and obligated to purchase the entirety of such Beneficiary Rights in proportion to their holdings of Beneficiary Rights derived from this Trust vis a vis the other Beneficiaries who have also exercised such right to purchase such Beneficiary Rights. The agreement or other instrument pursuant to which a Beneficiary carries out a Permitted Transfer must specifically contain a provision expressly granting such rights to the non-transferring Beneficiary.

(iii) Each Beneficiary shall previously notify in writing the other Beneficiary and OBM or Vitel, as applicable, of any Permitted Transfer.

(iv) Notwithstanding anything to the contrary in this clause, Beneficiary A may only carry out Permitted Transfers after 3 (three) years from the execution of this Trust Agreement and any Permitted Transfer by Beneficiary A shall be made only to Mexican Affiliates.

(v) Any attempted Transfer in violation of the terms of this Agreement, shall be deemed null and void and the Trustee shall refuse to document or recognize such transfer in its record of Beneficiary Rights.

(b) Right of First Refusal . Subject to the following: (1) the provisions of this Clause IV (particularly the provisions included Clause 4.1(a)), and (2) upon Beneficiary B deregistering all its securities with the Securities and Exchange Commission of the United States of America; in the event a Beneficiary wishes to sell, dispose of, transfer or assign its Beneficiary Rights, the other Beneficiary shall have the irrevocable right of first refusal (“ Right of First Refusal ”), pursuant to the following terms and conditions:

(i) Notice of Offer . In the event a Beneficiary, directly or indirectly, at any time, wishes or has the intention to Transfer any of its Beneficiary Rights to a third party other than an Affiliate, such Beneficiary must deliver written notice of such intention to the other Beneficiary and to the Trustee, with a copy to the Company (the “ Notice of Offer ”), indicating (1) the percentage of Beneficiary Rights owned by the Beneficiary that are subject to such Transfer (the “ Offered Beneficiary Rights ”), (2) the purchase price (the “ Minimum Price ”) for such Offered Beneficiary Rights, (3) all other material terms and conditions of the proposed Transfer, including payment terms and the identity of the potential third party purchaser (the “ Third Party Purchaser ”) with sufficient detail and (4) the terms and conditions contained in the Notice of Offer shall be maintained for a transfer to the other Beneficiary in the event of a Notice of Exercise (as described below).

(ii) ROFR Exercise Period . The non-transferring Beneficiary, within thirty (30) calendar days after the receipt of the Notice of Offer (the “ ROFR Exercise Period ”), may choose to either (i) purchase the Offered Beneficiary Rights or (ii) not respond to the Notice of Offer. In the event a non-transferring Beneficiary wishes to purchase the Offered Beneficiary Rights, it must exercise its Right of First Refusal by written notice (“ Notice of Exercise ”) given to the transferring Beneficiary of its intent to purchase all, and not less than all, of the Offered Beneficiary Rights on the terms contained in the Notice of Offer, at the proposed Minimum Price. In the event that more than one non-transferring Beneficiary exercises its right to acquire the Offered Beneficiary Rights, the Beneficiaries who have exercised such right to purchase the Offered Beneficiary Rights shall be entitled and obligated to purchase the entirety of such Offered Beneficiary Rights in proportion to their holdings of Beneficiary Rights derived from this Trust vis a vis the other Beneficiaries who have also exercised such right to purchase the Offered Beneficiary Rights.

(iii) Transfer and ROFR Deposit . The Notice of Exercise shall be accompanied by a non-reimbursable deposit of no less than twenty percent (20%) of the Minimum Price set forth in the Notice of Offer (the “ ROFR Deposit ”).

(iv) The Transfer of the Offered Beneficiary Rights shall be made in favor of the non-transferring Beneficiary who delivered a Notice of Exercise, on the same basis set forth in the Notice of Offer, within sixty (60) calendar days after the receipt of the Notice of Exercise. The remaining portion of the Minimum Price must be paid by the non-transferring Beneficiary in immediately available funds at closing of the Transfer.

(v) If upon delivery of the Notice of Exercise the ROFR Deposit is not made, the Notice of Exercise shall be considered as not delivered and the transferring Beneficiary shall have the right to Transfer the Offered Beneficiary Rights to the Third Party Purchaser under the same material terms, including price, outlined to the non-transferring Beneficiary in the Notice of Offer. Notwithstanding the foregoing, the transferring Beneficiary has the right to impose a penalty, in the amount of the respective ROFR Deposit, on the non-transferring Beneficiary if the non-transferring Beneficiary made the ROFR Deposit but later fail(s) to consummate the purchase of the Offered Beneficiary Rights pursuant to the terms of this Agreement for reasons attributed to the non-transferring Beneficiary. In this event, the non-transferring Beneficiary shall forfeit the applicable ROFR Deposit.

For purposes of the Transfer of Beneficiary Rights between Beneficiaries, the only required representations and warranties shall be those related to ownership of the Beneficiary Rights and nonexistence of liens and encumbrances thereupon.

(vi) Termination of ROFR Exercise Period . If upon termination of the ROFR Exercise Period, a non-transferring Beneficiary: (i) fails to timely deliver a Notice of Exercise regarding all of the Offered Beneficiary Rights in accordance with Section 4.1(b), or (ii) having delivered the Notice of Exercise, does not purchase the Offered Beneficiary Rights pursuant to the terms set forth above, the transferring Beneficiary shall be entitled to enter into a stock purchase agreement (the “ Third Party Sale Agreement ”) with the Third Party Purchaser pursuant to which the transferring Beneficiary agrees to sell the Offered Beneficiary Rights to such Third Party Purchaser under the same terms as those described in the Notice of Offer.

The closing of the Transfer of all of the Offered Beneficiary Rights under this Clause IV will occur no later than ninety (90) calendar days after the day the non-transferring Beneficiary received the Notice of Offer. If the Transfer is not made within said ninety (90) calendar day term, the Transfer process set forth herein must once again be initiated. In the event the Transfer of the Offered Beneficiary Rights requires third party or Governmental Authority authorization, said ninety (90) calendar day term shall be extended as required by said third party or Governmental Authority to accept or reject the sale.

(vii) Adhesion . In the event the Third Party Purchaser acquires all the Offered Beneficiary Rights owned by a Beneficiary in this Trust Agreement, in order for said Transfer to be effective, simultaneously to the date on which the Transfer shall become effective, the Third Party Purchaser must agree in writing to be bound by the terms and conditions set forth in this Agreement and the Shareholder’s Agreement, on the same terms, mutatis mutandis, as the transferring Beneficiary was bound thereunder.

Any Transfer that occurs with respect to the Beneficiary Rights without compliance with the terms set forth in this Clause IV shall be null and void, and shall not be effective against the Trust or the Trustee, and the Trustee shall not record such transfer in its record of Beneficiary Rights. In such event, the Third Party Purchaser may not exercise any rights pertaining to the Offered Beneficiary Rights.

(viii) Void Assignments . Beneficiaries agree that any Transfer of Beneficiary Rights executed, directly or indirectly, through any means, including transfer of beneficiary rights, partnership interests or similar equities in other companies or rights regarding such equities, shall be void, and shall not be effective against the Trust, the Trustee or the Beneficiaries, and such Transfer shall not be enforceable unless such Transfer of Beneficiary Rights complies with the provisions set forth in this Clause IV .

CLAUSE V: DISPOSAL OF THE TRUST PROPERTY

Clause 5.1 Disposal of the Vitel Shares . Subject to the provisions of this Agreement and the Shareholders’ Agreement, Beneficiary B may give written instructions to the Trustee of the terms pursuant to which the latter may perform the Transfer of all, or part, of the Vitel Shares (including but not limited to a Transfer in connection with the termination of the Shareholders’ Agreement upon the consummation of a Liquidation Event – as such term is defined in the Shareholders’ Agreement). The foregoing, notwithstanding that Beneficiary B may give written instructions to the Trustee, of the terms pursuant to which the latter may grant a special power of attorney for acts of ownership, in favor of the attorney in fact appointed by Beneficiary B, to perform the Transfer of all or part of the Vitel Shares that form part of the Trust Property.

Clause 5.2 Disposal of the OBM Shares . Subject to the provisions of this Agreement and of the Shareholders’ Agreement, Beneficiary A may give written instructions to the Trustee of the terms pursuant to which the latter may perform the Transfer of all, or part, of the OBM Shares (including but not limited to the termination of the Shareholders’ Agreement upon the consummation of a Liquidation Event – as such term is defined in the Shareholders’ Agreement). The foregoing, notwithstanding that Beneficiary A may give written instructions to the Trustee, of the terms pursuant to which the latter may grant a special power of attorney for acts of ownership, in favor of the attorney in fact appointed by Beneficiary A, to perform the Transfer of all or part of the OBM Shares that form part of the Trust Property.

CLAUSE VI: TRUST ACCOUNTS; PERMITTED INVESTMENTS

Clause 6.1 Trust Accounts .

(a) General . On the execution date of this Agreement, the Trustee shall open the Trust Accounts, and keep them during the term of this Agreement. Beneficiary A and Beneficiary B, as applicable, may instruct the Trustee to open one or more bank accounts denominated in Pesos or in Dollars, as applicable. The Trustee may keep the Trust Account at Banco Actinver, S.A., in any of the companies belonging to Grupo Financiero Actinver, or in any other financial institutions approved by the Beneficiaries, as applicable. The Trustee shall receive and maintain in the Trust Accounts the funds contributed by the Beneficiaries while such funds are used in terms of the written instructions it receives from the Beneficiaries, or, as applicable, it shall invest them in Permitted Investments. Likewise, the Trustee shall provide the Distributions to the Beneficiaries, as applicable, with liquid funds deposited into the Trust Account pursuant to the provisions of Clause VII below.

(b) Vitel Accounts . Beneficiary B may instruct the Trustee to open the accounts required to receive the Vitel Distributions, and any other amount that the Trustee shall receive in its capacity as Vitel shareholder. The funds kept in the Vitel Accounts shall be exclusively owned by Beneficiary B, and the Trustee may only dispose of such amounts in terms of the written instructions it receives from Beneficiary B.

(c) OBM Accounts . Beneficiary A may instruct the Trustee to open the accounts required to receive the OBM Distributions, and any other amount that the Trustee shall receive in its capacity as OBM shareholder. The funds kept in the OBM Accounts shall be exclusively owned by Beneficiary A, and the Trustee may only dispose of such amounts in terms of the written instructions it receives from Beneficiary A.

Clause 6.2 Permitted Investment .

(a) Standing Instructions . The Trustee shall invest the amounts deposited into the Trust Accounts in instruments with maturities that do not exceed the following Business Day, denominated in Pesos, issued or secured by the Mexican Federal Government, with a “AAA” credit rating in the national scale, or its equivalent, given by at least two of the rating agencies authorized by the National Banking and Securities Commission ( Comisión Nacional Bancaria y de Valores ) (a “ Permitted Investment ”).

(d) Interest Rates . If the Permitted Investments are invested with the same financial institution to which the Trustee belongs, such Permitted Investments shall pay interest rates at a higher rate than such institution pays for transactions with the same maturity and similar amounts on the dates on which the deposits are made.

(e) Investment Policies and Guidelines . When making the Permitted Investments pursuant to this Clause, the Trustee shall abide by the guidelines and policies traditionally abided for similar transactions.

(f) Preventive Measures . Pursuant to Circular Letter 1/2005 issued by the Mexican Central Bank, the Trustee has clearly and unequivocally explained to the parties to this Agreement the following preventive measures included in item 5.4 of Circular Letter 1/2005:

(i) The Trustee may perform credit transactions with Banco Actinver, S.A., acting on its own, provide that these are transactions that the LIC, or provisions resulting therefrom, allow it to perform, and preventive measures are established to prevent conflict of interest.

(ii) The Beneficiaries expressly approve that Permitted Investments with Banco Actinver, S.A., or with any other financial institution approved and instructed by the Beneficiaries, as applicable, to be performed.

(iii) The rights and obligations of Banco Actinver, S.A., acting as Trustee, and on its own, shall not be extinguished as a result of a merger of assets and liabilities.

CLAUSE VII: DISTRIBUTIONS

Clause 7.1 Distributions . Provided there are funds in the Trust Account, as applicable, the Beneficiaries, as applicable, shall instruct the Trustee to distribute these within the Business Day following receipt in the Trust Accounts:

(i) First, to pay the Trustee its fees, and reimburse expenses pursuant to Clause 2.5(g) of this Agreement.

(ii) Second, 100% (one hundred percent) of the remainder, to Beneficiary A, and Beneficiary B, as applicable.

CLAUSE VIII: INFORMATION; ACCOUNT STATEMENTS

Clause 8.1 Access to Information .

(a) Beneficiary A . The Trustee shall provide Beneficiary A, when the latter so requests it in writing, all documentation and information associated with this Trust in its capacity as an OBM shareholder.

(b) Beneficiary B . The Trustee shall provide Beneficiary B, when the latter so requests it in writing, all documentation and information associated with this Trust in its capacity as a Vitel shareholder.

Clause 8.2 Trust Account Statements .

The Trustee will have a record log of all the operations carried out and will keep record of it in accordance with the applicable law. Additionally, within the first 15 (fifteen) business days of each month, the electronic statement of the Trustee will be available in the website www.actinver.com, which has an official and tax validity and contains a report of the state that the Trust Property, having the Beneficiaries the same number of days after the issuance of the electronic statement to provide any comments to the Trustee. In case such reports are not objected to by any of the Beneficiaries within the period set forth herein, they will be understood as approved by the Beneficiaries.

In accordance with the latter, the Trustors and Beneficiaries will execute Exhibit “B” regarding the “Paperless Program” by means of which they grant their consent to avoid receiving their printed account statements.

Clause 8.3 Trustee Accounts and Records .

The Trustee shall keep all accounts and records required to adequately record all transactions performed by the Trustee pursuant to the provisions of this Agreement. The Trustee shall allow (i) Beneficiary A to review the accounts and records in connection with its capacity as a Vitel shareholder, and (ii) Beneficiary B to review the accounts and records in connection with its capacity as an OBM shareholder; the foregoing, provided that such visits shall be performed during business hours, and upon prior written notice to the Trustee at least 3 (three) Business Days in advance.

CLAUSE IX: DEFENSE OF THE TRUST PROPERTY

Clause 9.1 Defense of the Trust Property .

(a) In the event that defense of the Trust Property against a third party is required, the Trustee shall grant powers of attorney in favor of the Person(s), and under the terms provided by the Beneficiaries, as applicable, in writing; provided that the Trustee assumes no liability in connection with the actions performed by any such attorneys-in-fact, which provision shall be included in the powers of attorney granted by the Trustee; provided, additionally, that each and every one of the reasonable costs, fees, and expenses incurred by such attorneys-in-fact in exercise of such powers of attorney, shall be paid, solely and exclusively, by the Beneficiaries, as applicable, at the expense of the Trust Property, without the Trustee incurring any liability in connection with the foregoing.

(b) In the event that urgent action is required, and it is necessary to take measures to preserve, and maintain the Trust Property, the Trustee shall give immediate notice of such situation to the Beneficiaries, as applicable, and the Trustee may take all immediate measures required to preserve and maintain the Trust Property, and the Trustee shall not be liable in connection with such immediate measures, provided it acts pursuant to Applicable Law. Each and every one of the reasonable expenses incurred by the Trustee pursuant to such measures shall be covered, solely and exclusively, at the expense of the Trust Property, and in the event that the latter is insufficient, the Beneficiaries, as applicable, agree to reimburse any amount that the Trustee disbursed.

CLAUSE X: TAX CONSIDERATIONS

Clause 10.1 Tax Obligations .

The Beneficiaries shall pay, as applicable, and without limitation, all taxes of any kind, contributions, and other tax liabilities that may be payable, imposed, or assessed in connection with executing this Agreement, and the distributions received pursuant hereto (jointly, “ Taxes ”), and the Trustee shall not be liable in connection with the foregoing. The Trustee shall not be required to calculate, withhold, and pay any taxes, assessments, fees, or duties, except as required by Applicable Law. If for any reason the Trustee receives notice from any tax authority regarding any interpretation that the activities that are the subject matter of this Agreement are deemed taxable and thus, the Trustee were required to withhold and pay any Taxes pursuant to this Agreement, or any action associated with it, and the Beneficiaries, as applicable, ignore the notice that the Trustee shall make of such events, and fail to appoint their respective representatives to defend the Trust Property (as applicable to each of the Beneficiaries), the liable party, pursuant to what has been agreed herein, agrees to indemnify, and assist and provide the necessary funds, and hold the Trustee, its shareholders, directors, trust officers, attorneys-in-fact, representatives, advisors, or employees harmless against any actions in connection with such withholdings and payments, and if it were fined, or otherwise sanctioned, the liable party pursuant to what has been agreed herein, agrees to directly and immediately reimburse any expense or disbursement that the Trustee makes on this regard. The Trustee shall at all times have the right to be represented, at the expense of the Trust Property (as applicable to the liable Beneficiary), by its own attorneys, advisors, and tax specialists in connection with any tax obligations charged to it. Pursuant to the foregoing, the Beneficiary that is liable for the failure to pay taxes agrees to indemnify, defend, and hold the Trustee, its shareholders, directors, trust officers, attorneys-in-fact, representatives, advisors, or employees harmless from any liability and damages associated with payment of Taxes (including the reasonable, and arm’s length fees and expenses of tax advisors and attorneys) resulting from entering into or performing under this Agreement.

If applicable, the obligations resulting from the Foreign Account Tax Compliance Act (hereinafter “FATCA”) in connection with the OBM Shares under this Agreement, shall be at the expense of the Beneficiaries jointly and in equal portions (50% Beneficiary A and 50% Beneficiary B), for which, for the purpose of complying with such obligations, the parties agree that the Trustee, as applicable, may grant a power of attorney with the required authorities to the person(s) that are designated by the Beneficiaries, as applicable, as external advisors. Pursuant to the foregoing, the parties set forth that the Trustee shall not be liable for the actions of the designated external advisors, with its obligation ceasing when the aforementioned power of attorney is granted. The Trustee and Beneficiaries, as applicable, shall provide all documentation and information that they have, which is reasonably requested by the external advisors designated to comply with the FATCA obligations. The parties agree that all expenses, duties, taxes, commissions, fees, and other disbursements that, as applicable, are generated in connection with this Clause, shall be paid at the expense of the Trust Property (as applicable to the liable Beneficiary) and, if there are no funds, or these are insufficient, they shall be settled directly by the Beneficiaries, as applicable.

Clause 10.2 Reversion Right .

For the tax purposes set forth in article 14 (fourteen) of the Federal Tax Code ( Código Fiscal de la Federación ) in force, or any other that replaces it, the Beneficiaries reserve the right to reacquire, in whole or in part, the property and rights that each of them contributed to the Trust Property, pursuant to the provisions of Clause XII below.

CLAUSE XI: INDEMNITY

Clause 11.1 Indemnity .

The Beneficiaries, as applicable, shall indemnify, defend, and hold the Trustee, and its officers, trust officers, executives, directors, employees, and agents, harmless against any complaint, claim, fine, penalty, liability, settlement, damages, loss, cost, or expense of any other kind (including, but not limited to, reasonable attorney fees and expenses) resulting from or incurred in connection with this Agreement, or any other action, or failure to act, in connection herewith, except for those attributable to negligence, willful misconduct, or bad faith of the Trustee, as determined by a court with jurisdiction.

CLAUSE XII: TERMINATION

Clause 12.1 Termination .

This Trust Agreement shall remain in full force and effect until the terms and conditions applicable to the Trust Property have been complied and performed in their entirety, and until this has been confirmed in writing, jointly by the Beneficiaries, except that this Trust may be terminated when: (a) ownership of and title over the Trust Property are transferred pursuant to the Trust Purposes; or (b) any of the circumstances set forth in article 392 (three hundred ninety-two) of the LGTOC (except for the provisions of section VI (six) of such article 392 (three hundred ninety-two)) occurs.

In the event that the Beneficiaries jointly instruct it in writing and it is permitted by the Shareholders Agreement, the Trustee shall return ownership of and title over the Trust Property to the respective Beneficiaries, and these shall be required to receive it. The parties agree to execute any documents required to comply with the terms of this Clause, including those that the Trustee requires.

Clause 12.2 Maximum Term .

The initial term of this Agreement will be 5 (five) years counted from its execution, and upon its expiration such term will subsequently be automatically extended for 1 (one) additional 2 (two) year term, unless the Beneficiaries jointly give notice in writing to the Trustee of their desire to terminate the present Agreement within 90 (ninety) calendar days in advance of the corresponding expiration date, in the understanding that this Agreement may not exceed in any event the term set forth in subsection III of article 394 of the LGTOC.

CLAUSE XIII: MISCELLANEOUS

Clause 13.1 Legal Prohibitions .

Pursuant to subsection (b) of section XIX of article 106 of the LIC, the Trustee represents that, through this Clause, it has clearly and unequivocally explained to the parties to this Agreement the meaning and consequences of such article, which is herein transcribed for the purposes that may apply:

“ARTICLE 106.- Credit institutions may not: