INVESTOR FOR OIL PUMP COMPANY WITH NO GLOBAL COMPETITION - Delaware - Wilmington ID1652174

OIL LOG Inovações Tecnológicas is seeking financing or investment for a Double-Acting Positive

Displacement Pump (DPD) project in the oil and gas segment for onshore wells.

(2) TAX STRATEGY

(4) INVESTMENT

(3) CORPORATE COMPOSITION

(1.1) Manufacturing and assembly in Brazil

It is in the interest of OIL LOG's partners to seek financing or a joint venture partnership to invest in the developed

technology, for which we already have a patent pending at INPI (Brazilian National Institute of Industrial Property).

My name is Ronaldo Freitas de Souza, I am a Brazilian citizen, an engineer, and a partner in the company

OIL LOG Inovações Tecnológicas Ltda., legally registered with JUCERJ –

(6) RENTAL

(5) COMMERCIAL

If a potential partner shows interest, the idea is to form a third company to absorb the interests of the

partnership to be formed between OIL LOG and the Investor Group.

(7) CONCLUSION

(1.2) Manufactured in Brazil and assembled in Uruguay

(1.4) Manufacturing and assembly in the USA

(1.3) Manufacturing and assembly in Uruguay

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To ensure maximum fiscal efficiency, patent protection, and governance, the structure should be

divided into three layers before the start of the prototype manufacturing period:

In Scenario 1.4 (USA - "Made in USA" / Texas), this is the most commercially viable scenario.

Being at the heart of the onshore consumer market eliminates tariff barriers, qualifies the product

for energy efficiency subsidies under the Inflation Reduction Act (IRA), and positions the company

close to key decision-makers (shale gas and oil operators).

However, in both Scenario 1.1 and 1.2 (fragmented manufacturing in Brazil), the strategy of

distributing machining among 3 or 4 suppliers mitigates the risk of reverse engineering in the

initial phase. However, outsourced assembly in Brazil presents a critical risk of IP (Intellectual

Property) leakage. The alternative of having an in-house robotic factory in Brazil demands high

CAPEX, and the gains from local tax incentives (minimum of 5 years) are neutralized by the

"Brazil Cost," bureaucratic complexity, and legal uncertainty.

(1) POSSIBILITIES FOR PRODUCTION OF PARTS AND ASSEMBLY LINE

In Scenario 1.3 (Integrated Uruguay), Uruguay stands out for its legal stability, ease of capital

repatriation, and 11-year tax exemption. However, the country lacks a mature supply chain for

the oil and gas sector (specialized steel, heat treatments, and high-precision machining). This

would require the importation of components, generating redundant logistical costs.

Therefore, as soon as OIL LOG has identified an Investor Group interested in its BDPDA project

and identified the USA as the best location for production and assembly, it can finalize the

contract outlining the crucial points of the tax strategy to be adopted.

(2) TAX STRATEGY

If the final decision is to operate in the US, as we believe to be the best option, then...

The holding company, based in Delaware, USA, will have a shareholding structure comprised of

OIL LOG (90%) and the Investor Group (10%).

(3) CORPORATE COMPOSITION

The ideal model would be to establish an LLC or C-Corp in Delaware (USA) to act as a holding

company, controlling the operating subsidiary (factory) in Texas. This optimizes tax efficiency

and prepares the company for an IPO on Nasdaq or NYSE.

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(4.1) USD 10,000,000 – This amount may be financed or invested, both with the guarantee of the

patent itself. The investment will be for the production of two prototypes seeking validation of their design

in bench and field tests, accompanied by the necessary certifications at national and international levels.

(4) TOTAL INVESTMENT USD 10 MM being:

Delaware offers the world's most secure legal ecosystem for venture capital and future initial public

offerings (IPOs).

• Tier 1: Delaware Holding (C-Corp) becomes the main company based in Delaware. The investor

will contribute capital to this entity and receive debentures/ convertible notes as collateral for their

investment in the project.

• Tier 2: US Operating Subsidiary (Texas LLC), will be the engineering and manufacturing company

100% controlled by the Delaware Holding.

• Layer 3: OIL LOG Brazil (R&D), OIL LOG will remain as the original technological development cell,

the initial owner of the patent at INPI (Brazil), which will license or transfer the global commercial

exploitation rights to the Delaware Holding in exchange for royalties or a proportional share.

It is important to emphasize that, to avoid future problems, the Shareholders' Agreement may

stipulate that any increase in share capital, if necessary, be carried out through the capitalization

of profits and reserves; in other words, in this way, majority and minority shareholders would have

their shareholdings increased based on the profits obtained.

Responsible for contracting the local Joint Venture, purchasing American steel, and absorbing

subsidies from the Inflation Reduction Act (IRA).

The Delaware Holding (C-Corp), with its production and assembly at the Texas factory.

(LLC) To meet the demands that will arise during the course of the project, it may have flexibility in its

governance and should be designed with the following rights to balance the 90/10 participation: Right of

First Refusal (Pro-Rata), meaning the Investor Group will have the right to match third-party offers and

maintain its 10% stake (or expand it) in future capital rounds, including the planned IPO in the US. Right

of First Refusal in the Sale of OIL LOG, meaning that if the founding partners decide to sell their 90%

stake, the initial investor partner will have absolute priority to purchase before the market. Use of the

Commercial Structure, if the Investor Group has market penetration with operators in Texas/ Oklahoma,

the Shareholders' Agreement should provide for a commercial agency commission (success fee) on the

lease agreements generated by it, generating income for the investor in addition to the dividends from its

10%.

(5) COMMERCIAL

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(7) CONCLUSION

(6) RENTAL

The proposal involves leasing the produced BDPDA, with an initial estimated value of USD

12,000/ well/ month. According to market data, this value appears to be below market price

considering its cutting-edge technology. These values may be subject to change.

which, in our view, is the only way to escape the 50% tariffs by setting up all this logistics on

American soil and using American steel, a "Made in USA" product.

Therefore, considering these facts, we believe the ideal scenario (local joint venture) is highly

promising, as we have a technically superior product in terms of efficiency and pulsation, with

a competitive final price, taking into account a very competitive final rental price, where it will

not be necessary for potential clients to decapitalize, covering a niche of 15% of the market of

1,800,000 global wells, active and inactive (PD pumps), which is defensible and profitable.

Come be our global partner.