The Issuer will use the proceeds of the Notes, within 30 days following the Issue Date, to invest in the shareholder interests in Series B Preferred Stocks of CERTO S.A., a company with legal domicile in Treinta y Tres 1269/71, of the City of Montevideo, Republic of Uruguay (hereinafter “NXTP Labs”). NXTP Labs was constituted with the objective of investing in start-up or emerging companies across Latin America, mainly in the Internet, media, mobile and technology businesses as more particularly set out in the NXTP Labs Private Placement Memorandum and the Shareholder’s Agreement (both terms as defined below). Nibeluz S.A., a corporation (sociedad anónima) organized under the laws of the Oriental Republic of Uruguay, shall serve as the Manager of NXTP Labs (the “NXTP Labs Manager”).