AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS TRANSFER VIA IP/IP
Number: KIN/SEDI/1452/………/RL
Date: APRIL 7, 2025
BETWEEN
KINPRO HOLDING GMBH
Address: GESCHWISTER –SCHOLL-STR-20, HOLZGERLINGEN, GERMANY, 71088
Represented by: Mr. VALERY KӦNIG, CEO
(THE "SENDER")
AND
SOCIEDAD EMPRESARIAL DE INGENIEROS S.A.S. (SOEMIN)
(THE "RECEIVER")
Address: CALLE 14 # 31-79, SANTA MARTA, 470001 MAGDALENA, COLOMBIA
Represented by: Mr. DIEGO FERNANDO GONZALEZ SANCHEZ, CEO
Mr. NICHOLAS JAMES - MANAGER
Subject: THIS AGREEMENT ON DELIVERY OF CASH FUNDS
Confidentiality Notice:
This document is strictly confidential and intended solely for the use of the parties
listed herein. Unauthorized distribution, copying, or disclosure is prohibited.
AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS TRANSFER VIA IP/IP CODE SERVER
№: KIN/SEDI/1452B/ ........... /RL
This Agreement becomes legally effective as of April 7, 2025 or becomes null and void automatically if
Receiver's all missing Codes and Permits listed in Article III and Annex A are not submitted for verification to
and approval by Sender, which is entered into by and between the following Parties:
PARTY-A / INVESTOR:
COMPANY NAME KINPRO HOLDINGGMBH
COMPANY ADDRESS GESCHWISTER-SCHOLL-STR.20, HOLZGERLINGEN, GERMANY, 71088
REGISTRATION Nº HRB246169
REPRESENTED BY MR. VALERY KӦNIG
POSITION CEO
PASSPORT Nº C8775G2FC
DATE OF ISSUE 14/03/2019
DATE OF EXPIRY 13/02/2029
BANK NAME DB PRIVAT-UND FIRMENKUNDENBANK AG
BANK ADDRESS FILIALETHEODOR-HEUSS-STR3, STUTTGART, GERMANY, 70174
SWIFT CODE DEUTDEDB STG
IBAN/ACC. NUMBER DE35600700240141936500(EUR)
ACCOUNT NAME KINPRO HOLDINGS
PARTY-B / RECEIVER:
COMPANY NAME SOCIEDAD EMPRESARIAL DE INGENIEROS S.A.S. (SOEMIN)
COMPANY ADDRESS CALLE 14 # 31-79, SANTA MARTA, 470001 MAGDALENA, COLOMBIA
REGISTRATION Nº 901.108.308-7
REPRESENTED BY DIEGO FERNANDO GONZALEZ SANCHEZ / FELIPE MORAIS
POSITION CEO / MANAGER
PASSPORT Nº AT593752 / FO115735
DATE OF ISSUE 09-FEB-2017 / 09-FEB-2027
DATE OF EXPIRY 20-JUL-2015 / 19-JUL-2025
BANK NAME UBS SWITZERLAND AG
BANK ADDRESS PARADEPLATZ 6, 8098 ZURICH, SWITZERLAND
SWIFT CODE UBSWCHZH80A
IBAN/ACC. NUMBER CH970020620625170160K
ACCOUNT NAME PEARL ASSET MANAGEMENT PTY LTD
Sender´
Receiver 2
Herein after referred to as the RECEIVER, hereinafter jointly referred to as the PARTIES, with full legal and corporate
authority to sign this Agreement.
WHEREAS, are individually known as Party-A/or Sender and Party-B/or Receiver and jointly known
as Parties; and
WHEREAS, Sender is holding an account at DEUTSCHE BANK AG with cash funds to be transfer to
Second Party’s designated account via IPIP at investments; and
WHEREAS, Receiver is ready, willing and able to receive said cash funds into its designated
account via IP/IP and to execute the distribution and transfer of said received funds to designated
parties and bank accounts via SWIFT Message MT103, in accordance to the terms and conditions
in this Agreement; and NOW, THEREFORE, it is agreed as follows:
First Party’s Statement
Sender represents and warrants that it has full corporate responsibility permission to enter into
this Agreement. It hereby declares under penalty of perjury that the funds are good, clean, clear,
and free of non-criminal origin, and are free and clear of all liens, encumbrances and third-party
interest.
By signing this Agreement, Sender represents and warrants that it is giving to Receiver and its
designated parties, full legal authority to receive said cash funds via IP/IP and distribute and
transfer cash funds via SWIFT Message MT103, as per agreed terms and conditions in this
Agreement.
DETAILS OF TRANSACTION INSTRUMENT
INSTRUMENT Cash Transfer
€500,000,000,000.00 (FIVE HUNDRED BILLION EUROS)
FIRST FACE VALUE
€500,000,000,000.00 (FIVE HUNDRED BILLION EUROS) WITH
TOTAL AMOUNT
R&E
PAYMENT FOR SENDER USDT
PAYMENT HAS TO BE DONE IN 72 HR AFTER MONEY WILL BE LOADING TO BANK
NOTE
ACCOUNT
SENDER’S BANK COORDINATES:
SENDERS’S BANKING DETAILS:
BANKNAME DEUTSCHE BANK DB PRIVAT-UND FIRMENKUNDENBANK AG
BANKADDRESS FILIALE THEODOR-HEUSS-STR 3, 7017 4 STUTTGART, GERMANY
ACCOUNT NAME KINPRO HOLDING GMBH
ACCOUNT ADDRESS GESCHWISTER-SCHOLL-STR. 20 HOLZGERLINGEN, GERMANY
Sender´
Receiver 3
IBAN: DE35 6007 0024 0141 9365 00
ACCOUNT NUMBER 0141936500
BIC/SWIFT CODE DEUTDEDBSTG
IDENTITY CODE 27CDEFR DE 17BEH27C
GLOBAL SERVER IP 193.110.116.0.24/193.110.116.0/243
GLOBAL SERVER ID AS13238
FARM NAME FARM 41/42/107
COMMON ACCOUNT No: 769593029437858000
BANKWTS SERVER LL. BONDING KEY: J.-,32NM-.-
TRANSACTION CODE IP 1 93.110.116.0.24/193.110.116.0/243
TRANSACTION CODE ID AS13238
LOGON SERVER DEUBA
IPIP CODE SHO946824574DB
USERNAME FRAESWDBEP21
RECEIVER’S BANK COORDINATES:
COMPANY NAME: SOCIEDAD EMPRESARIAL DE INGENIEROS S.A.S. (SOEMIN)
COMPANY ADDRESS: CALLE 14 # 31-79, SANTA MARTA, 470001 MAGDALENA, COLOMBIA
COMPANY REG. NUMBER: 901.108.308-7
DIEGO FERNANDO GONZALEZ SANCHEZ
REPRESENTED BY:
FELIPE MORAIS
AT593752
PASSPORT NUMBER:
FO115735
COLOMBIA
COUNTRY OF ISSUE:
BRAZIL
09-FEB-2017 - 20-JUL-2025
DATE OF ISSUE – EXPIRY DATE :
09-FEB-2017 - 19-JU-2025
BANK NAME: UBS SWITZERLAND AG
BANK ADDRESS: PARADEPLATZ 6, 8098 ZURICH, SWITZERLAND
SWIFT CODE: UBSWCHZH80A
ACCOUNT NAME: PEARL ASSET MANAGEMENT PTY LTD
ACCOUNT NUMBER (IBAN): CH970020620625170160K
INTERNAL BANK ACC. TBA
LOGON DOMAIN UBSWCHZH80A
SERVER IP 155.145.146.43
SORTCODE 34-57-76
GLOBAL SERVER ID (ORIGIN) AS8883
GLOBAL SERVER IP 155.145.146.43
IDENTITY CODE 34-57-76
ACCOUNT NUMBER CH970020620625170160K
TRANSACTION CURRENCY TBA
TRANSACTIONID AS8883
USER ID AS8883
Sender´
Receiver 4
PROCEDURES:
1. INVESTOR AND RECEIVER EXECUTE, SIGN AND SEAL THIS AGREEMENT WITH THE DISTRIBUTION OF THE FUNDS
AS STATED COMMISSIONS, WHICH THEREBY AUTOMATICALLY BECOMES A FULL COMMERCIAL RE-COURSE
CONTRACT. THIS SERVICE IS FOR BANK CUSTOMERS WHO REQUIRE CONFIDENTIALITY AND IT IS NOT A
TELEGRAPHIC OR SWIFT TRANSFER. EACH PARTY TO THIS AGREEMENT REPRESENT THAT IT HAS FULL LEGAL
AUTHORITY TO EXECUTE THIS AGREEMENT AND THAT EACH PARTY AGREES TO BE BOUND BY TERMS AND
CONDITIONS SET FORTH HEREIN EACH PARTY AGREES THAT THIS AGREEMENT MAY BE EXECUTED
SIMULTANEOUSLY BY AND BETWEEN PARTIES WHICH SHOULD BE DEEMED AS ORIGINAL. EACH PARTY
REGISTERS THISAGREEMENT IN HIS NOMINATED BANK AND NOTIFIES THE PARTY THROUGH AUTHORIZED
REPRESENTATIVES.
2. RECEIVER IS OBLIGATED TO PROVIDE TO INVESTOR THE NECESSARY DETAILS (NAME OF REAL HOLDER
ACCOUNT, PHONEAND DIRECT BANK OFFICER DETAILS ACCOUNT, BENEFICIARY CODES, PASSWORD, IP CODE,
ETC.) FOR THE UPLOAD OF THE FUNDS TO THE COMMON ACCOUNT BY THE INVESTOR’S, BANK OFFICER.
3. WITHIN MAXIMUM FOURTY EIGHT (48) BANKING HOURS THE SENDER WILL DOWNLOADING FUNDS AND
PROVIDE TO THE RECEIVER A SECURE COPY OF THE SERVER SLIP WITH THE DETAILS OF THE TRANSFER
(ACCOUNT, BENEFICIARY, AMOUNT, ID CODE, TRANSACTION CODE ETC). THIS SCREEN WILL BE MISSING THE
FINAL CODES FOR COMPLETE THE DOWNLAOD OF THE FUNDS INTO THE RECEIVER'S CORPORATE ACCOUNT:
FINAL CODE, INTERBANK BLOCKING CODE, SORT CODE, RELEASE CODE, ACCESS CODE, TRANSACTION
CODE, TRANSACTION ID, FINAL BLOCKING CODE, TRANSFER CODE.
4. HE SENDER PROVIDE TO THE RECEIVER A SECURE COPY OF THE SERVER SLIP WITH: FINAL CODE, INTERBANK
BLOCKING CODE, SORT CODE, RELEASE CODE, ACCESS CODE, TRANSACTION CODE, TRANSACTION ID,
FINAL BLOCKING CODE, TRANSFER CODE.
5. AFTER THE SUCCESSFUL LOADING OF THE FUNDS, THE EMPLOYEE OF THE RECIPIENT'S BANK WITHIN 72 HOURS
IS OBLIGED TO REDISTRIBUTE FOR THE PURPOSES OF REINVESTMENT OF THE FUNDS VIA SWIFT MT103/202,
PAID BY THE RECIPIENT IN ACCORDANCE WITH THIS IMFPA.
NOTE: THE RECEIVER HEREBY CERTIFY THAT THE DOCUMENTS MENTIONED IN THE ARTICLES OF THIS PROCEDURE IS
NECESSARY AND CONDITIONS ARE SUFFICIENT FOR THE SUCCESSFUL COMPLETION OF THE TRANSACTION. THE
PARTIES SHALL NOT NOMINATE ADDITIONAL REQUIREMENTS FOR SUBMISSION OF DOCUMENTATION AND OTHER
BANK CONFIRMATIONS.
Please note:
There is no Sender’s bank officer involvement at any stages of the download. No phone or screen verification at all.
Please make sure that receiver’s bank officer will not be provided by any authorization or contact with Sender's bank
officer. The Receiver hereby agrees and confirms that the Sender is to provide him with a copy of server slip only. No
any other documents will be required by the Receiver from the Sender during fulfilment hereof.
NON-SOLICITATION:
Receiver hereby confirms and declares that Sender, its associates or representatives or any person or persons on its
behalf has/have never been solicited by any party, its shareholders or associates or representatives in any way
whatsoever that can be construed as a solicitation for this transaction or for future transactions.
Any delay in or failure of performance by either party of their respective obligations under this agreement shall
constitute a breach hereunder and will give rise to claims for damages if, and to the extent that such delays or failures
in performance are not caused by events or circumstance beyond the control of such party.
The term “Beyond the Control of Such Party” includes Act of War, Rebellion, Fire, Flood, Earthquake or other natural
disasters. Any other cause not within the control of such party or which is by exercise of reasonable diligence, the party
will be unable to foresee, prevent, or remedy.
Sender´
Receiver 5
REPRESENTATIONS AND WARRANTIES:
Organization. It is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation
with all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to
conduct the business of the Program and the Subsidiaries. This Agreement constitutes the legal, valid and binding
obligation of such party enforceable in accordance with its terms.
Consents and Authority. No consents or approvals are required from any governmental authority or other Person for it
to enter into this Agreement. All action on the part of such party necessary for the authorization, execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby by such party, have been
duly taken.
No Conflict. The execution and delivery of this Agreement by it and the consummation of the transactions
contemplated hereby by it do not conflict with or contravene the provisions of its organizational documents or any
agreement or instrument by which it or its properties or assets are bound or any law, rule, regulation, order or decree to
which it or its properties or assets are subject.
Receiver. It has been afforded the opportunity to seek and rely upon the advice of its own attorney, accountant or
other professional advisor in connection with the execution of this Agreement. The Parties shall do so in respect of
each other and under this Agreement written conditions.
Miscellaneous Notice(s). Any modifications, amendments, addendums or follow-on contracts will be executed by the
two authorized signatories respectively. When signed and referenced to this Agreement, whether received by mail or
facsimile transmission as all and any facsimile or photocopies certified as true copies of the originals by the Parties
hereto shall be considered as an original, both legally binding and enforceable for the term of this Agreement.
Specific Performance; Other Rights. The Parties recognize that several of the rights granted under this Agreement are
unique and, accordingly, the Parties shall, in addition to such other remedies as may be available to them at law or in
equity, have the right to enforce their rights under this Agreement by actions for injunctive relief and specific
performance.
Prior Agreements; Construction; Entire Agreement. This Agreement, including the Exhibits and other documents
referred to herein (which form a part hereof), constitutes the entire agreement of the Parties with respect to the
subject matter hereof, and supersedes all prior agreements and understandings between them as to such subject
`matter and all such prior agreements and understandings are merged herein and shall not survive the execution and
delivery hereof. In the event of any conflict between the provisions of this Agreement and those of any joint venture’s
agreement, the provisions of the applicable joint venture agreement shall control. This Agreement may not be
amended, altered or modified except upon the unanimous by instrument in writing and signed by each of Sender and
Receiver.
Severability. If any provision of this Agreement shall be held or deemed by a final order of a competent authority to be
invalid, inoperative or unenforceable, such circumstance shall not have the effect of rendering any other provision or
provisions herein contained invalid, inoperative or unenforceable, but this Agreement shall be construed as if such invalid,
inoperative or use enforceable provision had never been contained herein so as to give full force and effect to the
remaining such terms and provisions.
Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and
the same agreement, and shall become effective when one or more such counterparts have been signed by each of
the Parties and delivered to each of the Parties. This Agreement shall be governed by and construed in accordance with
the laws of the UK. The Parties hereto hereby irrevocably and unconditionally waive trial by jury in any legal action or
proceeding relating to this Agreement and for any counterclaim therein.
Sender´
Receiver 6
Arbitration. All disputes and questions whatsoever which arises between the parties to this agreement and touching on this
agreement on the construction or application thereof or any account cost, liability to be made hereunder or as to any act
or way relating to this agreement shall be settled by the arbitration in accordance with the arbitration laws of the ICC.
This agreement contains the entire agreement and understanding concerning the subject matter hereof and supersedes
and replaces all prior negotiations and proposed agreements, written or oral. Neither of the parties may alter, amend,
nor modify this agreement, except by an instrument in writing signed by both parties. This agreement will be governed
by and construed in accordance with the laws of United Kingdom. In the event that either party shall be required to bring
any legal actions against the other in order to enforce any of the terms of this agreement the prevailing party shall be
entitled to recover reasonably attorney fees and costs.
Every attempt shall be made to resolve disputes arising from unintended or inadvertent violation of this contractual
agreement as far as possible amicably. In the event that adjudication is required local legal process shall be preceded
with according to the principal of the ICC as above indicated. Where judicial resolution is not thereby achieved, this
matter shall be settled by the ICC itself and the decision of which the Parties shall consider to be final and binding. No
State court of any nation shall have subject matter jurisdiction over matters arising under this Agreement.
No Rights of Third Parties. This Agreement is made solely and specifically between and for the benefit of parties
hereto and their respective members, successors and assigns subject to the express provisions hereof relating to
successors and assigns, and (i) no other Person whatsoever shall have any rights, interest, or claims here-under or be
entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.
Survival. The covenants contained in this Agreement which, by their terms, require performance after the expiration or
termination of this Agreement shall be enforceable notwithstanding the expiration or other termination of this
Agreement.
Currency. Any exchange of funds between Sender and Receiver shall be made in the same currency in which Sender
transferred the investment fund (Article III; Section 3.0.5.; (b)). In addition, all calculations pursuant to this Agreement
and any joint venture agreement shall be based on ICC regulations.
IN WITNESS WHEREOF, the Parties have hereto executed this Agreement, on the of April 7, 2025 this agreement has the
following annexes:
Sender´
Receiver 7
SIGNATURES OF THE PARTIES.
As free expression of my will, I hereby affix below my signature on this document. A facsimile and/or e-mail copy
of this document, and any other related documents, shall be all deemed equally valid as the original of this
document.
SIGNATURE PAGE BELOW:
AGREED AND ACCEPTED FOR AND ON BEHALF OF PARTY-A AND PARTY-B:
FOR AND BEHALF OF THE PARTY A / INVESTOR FOR AND BEHALF OF THE PARTY B / PARTNER
Mr. DIEGO
REPRESENTED BY: Mr. VALERY KӦNIG REPRESENTED BY: FERNANDO
GONZALEZ SANCHEZ
PASSPORT PASSPORT
C8775G2FC AT593752
NUMBER: NUMBER:
DATE OF ISSUE 15/03/2019 DATE OF ISSUE: 09-FEB-2017
DATE OF EXPIRY: 14/02/2029 DATE OF EXPIRY: 09-FEB-2027
COUNTRY OF COUNTRY OF
GERMANY COLOMBIA
ISSUE: ISSUE:
(Electronic Document Transmissions)
EDT (Electronic Document Transmissions) shall be deemed valid and enforceable in respect of any provisions of this
Contract. As applicable, this agreement shall be: Incorporate U.S Public Law 106/229, "Electronic Signatures in
Global & National Commerce Act" or such other applicable law conforming to the UNCITRAL Model Law on Electronic
Signatures (2001) Electronic Commerce.
Agreement (ECE/Trade/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and
Electronic Business (UN/CEFACT). EDT documents shall be subject to European Community Directive Nº95/46/EEC,
as applicable. Either Party may request hard copy of any document that has been previously transmitted by
electronic means provided however, that any such request shall in no manner delay the parties from performing
their respective obligations and duties under EDT instruments
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SENDER PASSPORT COPY
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