4.5 Value Capture and Monitoring

PROSPECTUS INFORMATION FOR ADITIONAL STRATEGIC INVESTORS

incurred in connection with Private Equity Investment Fund Liquidation, prior to performing any distribution thereof. Amounts distributed to the Holders of the Series “B” Senior Notes for this purpose will be considered Distributions for calculations purposes set forth in this section.

3.1.7 FUNDED CAPITAL ACCOUNT.

ENERMAS LATINOAMÉRICA, in its capacity as Private Equity Investment Fund as a Debt Instrument Issuer and Manager will transfer through Funded Capital Account, the amounts contemplated for Investments and Expenses in accordance to a Funding Request (including, without limitation, Initial Issuance Expenses amount to be paid or reimbursed to Manager).

ENERMAS LATINOAMÉRICA shall have full power to decide in respect of amounts held in such Capital Account to perform Investments (provided they have been the subject of an Investment Approval) and to pay Fund Expenses.

Funded Capital Account amounts must be distributed to Shareholders Series “B” by transferring them to Distributions Account Series “B” when Fund is liquidated or upon Final Maturity Date occurrence; provided that ENERMAS LATINOAMÉRICA may use such amounts for the Fund Expenses payment and any other expenses incurred in connection with Fund Liquidation, prior to performing any Distribution thereof. Amounts distributed to Shareholders Series “B” for this purpose will be considered Distributions for calculations purposes set forth in this section.

3.1.8 SERIES “B” ACCOUNT DISTRIBUTIONS.

Once a Divestment has been performed and any other flow derived from Investments corresponding to the portion of Investments performed with resources of Simple Bonds Series “B” Issuance has been received, the Net Revenue (after taxes) will be transferred to Fund’s Distributions Account. ENERMAS LATINOAMÉRICA as Manager will apply the resources received in Distributions Account and will perform Distributions as described in section “III. Transaction Structure - 1. General Description - 1.5 Fund Structure and its Investments - 1.5.4 Divestments and Returns Distribution based on Net Rate” of this Prospectus.

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3.1.9 INVESTMENTS IN PERMITTED SECURITIES.

ENERMAS LATINOAMÉRICA, in its capacity as Private Equity Investment Fund as a Debt Instrument Manager will invest and reinvest resources deposited in any of Accounts related to Fund, only with respect to Permitted Securities, as long as such resources must be applied in accordance with Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

3.1.10 INVESTMENT APPROVAL PROCESS.

According to Convertible Participative Private Equity Investment Agreement as Debt Instrument terms, ENERMAS LATINOAMÉRICA as Manager shall investigate, analyze and structure potential Investments. ENERMAS LATINOAMÉRICA shall be in charge of evaluating