INVESTMENT APPROACH & SHAREHOLDER AGREEMENT

The company FRAMEMETAL create by resolution N ° 04/137/11/07/2013 of the council of participations of the state (CPE), is a company of Algerian rights in the legal form of joint stock company with board of directors composed of three directors for the Algerian side and two directors for the American part as defined by the Law, its share capital is 270,000,000 dinars, 51% contributed by the BATIMETAL Group and 49% contributed by FRAMEMAX, System

The company was created under the register n ° 16/00 - 0995206 B14 dated 24/04/2014, its head office is in Algiers and the manufacturing plant is located in the industrial area of ​​Ain defla.

The main aim of the partnership is to promote and offer these products in Algeria on an exclusive and global scale, in this case the light steel construction system called LGS (Light Gauge Steel) and the cladding of the walls of magnesium plates called MAGBOARD.

This partnership establishes management systems that allow, to a large extent, to maintain or strengthen its capacity to set major objectives while providing training on its product, including design and engineering and manufacturing to to transfer the KNOW-HOW to FRAMEMETAL.

As part of this partnership, the BATIMETAL Group, through IMETAL as well, is committed to promoting the FRAMEMETAL load plan, as well as to putting all the regulatory devices in place, while the American partner FRAMEMAX is taking in charge of the management of the Company under the conditions set out in the Shareholder Agreement and to assume responsibility for it.

FRAMEMAX should in particular ensure the establishment of a structure whose mission is research and development;

To make available to the Company, the skills required for the implementation of the training program as provided for in the Business Plan.

Ensure compliance with the international technical standards of the Company and of any other nature as required by the global industrial field.

Guarantee the transfer of technology and know-how and the provision of specific software necessary for the Companys business as well as its manufacturing patent.