Olavarria

FACTS AND PROCEDURAL HISTORY

A. The Agreement Olavarría cofounded GCM Peru Ltd. (GCM Peru) with Jorge Távara. GCM Peru obtained permits to construct and operate two saltwater desalination plants in Peru. GCM Peru, Olavarría, and Távara later entered into a Share Purchase Agreement (defined above as the agreement) with FLC Generate GCM S.A. de CV (FLC Generate) and FLC Boot Finance, LLC (FLC

2 1 Boot). In the agreement, Olavarría and Távara agreed to sell their stock in GCM Peru to FLC Generate and FLC Boot. The agreement has an arbitration clause (the arbitration clause) that states, “Any dispute, controversy or claim arising from or relating to this Agreement or the breach, validity thereof . . . shall, upon the written request . . . of any Party to this Agreement, be finally and exclusively settled by de jure arbitration . . . .” The agreement requires arbitration to occur in Orange County under the rules of the American Arbitration Association (AAA). Fluence Corp. is not a party to the agreement. Rather, it is the parent company of two of the parties to the agreement. FLC Generate and FLC Boot are wholly owned subsidiaries of Fluence Corp. that were formed to acquire and…