AGREEMENT ON DELIVERY OF CASH FUNDS

FOR INVESTMENTS TRANSFER VIA S2S SYSTEM

AGREEMENT NUMBER: SCHIRONI/SABBRA/S2S/EUR306M/14012025
DATE: JANUARY 14, 2025

This Agreement becomes legally effective as of JANUARY 14, 2025, or becomes null and
void automatically if Receiver's all missing Codes and Permits listed below 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: SCHIRONI LTD
COMPANY ADDRESS: 37-38 LONG ACRE, WC2E 9JT, LONDON, UNITED KINGDOM
RGISTRATION. NO: 15402530
REPRESENTED BY: ANDREA EXIANA
PASSPORT NO: YC3915204
COUNTRY OF ISSUE: ITALY
DATE OF ISSUE: 20/12/2023
DATE OF EXPIRY: 19/12/2033
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS: TAUNUSANLAGE 12, 60325 FRANKFURT, AM MAIN, GERMANY
BANK ACCOUNT NAME: SCHIRONI LTD
SWIFT CODE: DEUTDEFFXXX
IBAN: DE17500700100010581700
BANK OFFICER NAME: MR. KLAUS WINKER
BANK OFFICER PHONE: +49 69 910 00
BANK OFFICER EМAIL: [email protected] / [email protected]

hereinafter to as the SENDER, and

PARTY-B:
COMPANY NAME: SABBRA DI COSTA S.A. DE C.V.
COMPANY ADDRESS: 5 SAVILE ROW / AV. PROLONGACION PASEO DE LA
REFORMA 215 OF. 1203 - SANTA FE CP. 01330 MEXICO
LICENCE №: 09.03.1.46.93355
REPRESENTED BY: MR. CESAR OSWALDO NERIO ALANIS
PASSPORT №: G24210141
PLACE OF ISSUE: MEXICO
DATE OF ISSUE: 01-03-2017
DATE OF EXPIRY: 01-03-2027
BANK NAME: UNICREDIT BANK CZECH REPUBLIC AND SLOVAKIA A.S.
BANK ADDRESS: Praha 4 - Michle, Želetavská 1525/1 PSČ 140 92 Prague,
Section B, File No. 3608
SWIFT CODE/BIC: BACXCZPP
ACCOUNT NUMBER IBAN CZ61 2700 0000 0013 8793 5322
ACCOUNT NAME: (beneficiary) GLPB / CESAR OSWALDO NERIO ALANIS
BANK OFFICER NAME: MICHAEL BATEH
BANK OFFICER PHONE: +420 221 210 031
BANK OFFICER EМAIL: [email protected]
hereinafter referred to as the RECEIVER, hereinafter jointly referred to as the PARTIES, with full
legal and corporate authority to sign this Agreement.

SENDER PAGE 1 OF 14 RECEIVER

 AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS TRANSFER VIA S2S SYSTEM
AGREEMENT NUMBER: SCHIRONI/SABBRA/S2S/EUR306M/14012025
DATE: JANUARY 14, 2025

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 BANK with cash funds to be transferred to Second
Party’s designated account via S2S System aiming at investments; and
WHEREAS, Receiver is ready, willing and able to receive said cash funds into its
designated account via S2S System and to execute the distribution and transfer of said
received funds to designated parties and bank accounts via USDT or 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 receives aid cash funds via S2S
System and distribute and transfer cash funds via SWIFT Message MT103, as per
agreed terms and conditions in this Agreement.

DETAILS OF TRANSACTION INSTRUMENT: VIA S2S System

INSTRUMENT: TRANSFER VIA S2S SYSTEM

TOTAL FACE VALUE: € 306,000,000.00 (THREE HUNDRED AND SIX MILLION

EUROS)

FIRST TRANCHE: € 102,000,000.00 (ONE HUNDRED AND TWO MILLION EUROS)

SECOND TRANCHE: € 102,000,000.00 (ONE HUNDRED AND TWO MILLION EUROS)

THIRD TRANCHE: € 102,000,000.00 (ONE HUNDRED AND TWO MILLION EUROS)

PAYMENT: SWIFT MT103 CASH TRANSFER OR USDT

PAYMENT WITHIN ONE (1) BANKING (WORK) DAYS AFTER THE

NOTE:
TRANSFER VIA S2S System

SENDER PAGE 2 OF 14 RECEIVER

 AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS TRANSFER VIA S2S SYSTEM
AGREEMENT NUMBER: SCHIRONI/SABBRA/S2S/EUR306M/14012025
DATE: JANUARY 14, 2025

SENDER’S BANK SERVER COORDINATES:

BANK NAME: DEUTSCHE BANK AG

BANK ADDRESS: TAUNUSANLAGE 12, 60325 FRANKFURT, AM MAIN,
GERMANY
ACCOUNT NAME: SCHIRONI LTD
IBAN CODE: DE17500700100010581700
BIC / SWIFT CODE: DEUTDEFFXXX
BANK OFFICER NAME: MR. KLAUS WINKER
BANK PHONE / FAX: +49 69 910 00
BANK OFFICER E-MAIL: [email protected] / [email protected]
CLIENT No.:
CLEARING HOUSE CODE: DEUT-HEBA37890672
REFERENCE CODE: 7141-1240-DET01-B1010
UNIQUE TRANSACTION (UTR): DEUT997856743216
TRANSACTION ID: MT51437NHDC3656536
GLOBAL SERVER ID: AS8373
GLOBAL SERVER IP: 193.150.166.0/24
IDENTITY CODE: DEUTDEFF
SORT CODE: 678 691 681
COMMON ACCOUNT: 947259564
IMAD No.: 2EF59F6602BFIFDE183DF257921032BE
FARM NAME: FARM 42 OR 107
USER NAME: SCHIRONI LTD
PERMIT ARRIVAL MONEY No.: SCF-664M388RT667
WTS SERVER: S0200235
LOGON DOMAIN: DEUBA

SENDER PAGE 3 OF 14 RECEIVER

 AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS TRANSFER VIA S2S SYSTEM
AGREEMENT NUMBER: SCHIRONI/SABBRA/S2S/EUR306M/14012025
DATE: JANUARY 14, 2025

RECEIVER’S BANK SERVER COORDINATES TO BE PROVIDED DIRECTLY TO THE SENDERS BANK:

COMPANY NAME: SABBRA DI COSTA S.A. DE C.V.

COMPANY ADDRESS: 5 SAVILE ROW / AV. PROLONGACION PASEO DE LA REFORMA
215 OF. 1203 - SANTA FE CP. 01330 MEXICO
COMPANY REG. NUMBER: 09.03.1.46.93355
REPRESENTED BY: MR. CESAR OSWALDO NERIO ALANIS
PASSPORT NUMBER: G24210141
COUNTRY OF ISSUE: MEXICO
DATE ISSUE: 01-03-2017
DATE EXPIRY: 01-03-2027
BANK NAME: UNICREDIT BANK CZECH REPUBLIC AND SLOVAKIA A.S.
BANK ADDRESS: Praha 4 - Michle, Želetavská 1525/1 PSČ 140 92 Prague,
Section B, File No. 3608
SWIFT CODE: BACXCZPP
ACCOUNT NAME: (beneficiary) GLPB / CESAR OSWALDO NERIO ALANIS
ACCOUNT NUMBER IBAN CZ61 2700 0000 0013 8793 5322
BANK OFFICER NAME MICHAEL BATEH
BANK OFFICER PIN 21809990
BANK OFFICER PHONE +420 221 210 031
BANK OFFICER E-MAIL [email protected]
TRANSACTION CODE TBA
CLEARING HOUSE CODE CZ191220237
COMMON ACCOUNT N° CZ61 2700 0000 0013 8793 5322
UTR CZ19122037
GLOBAL SERVER IP 194.149.232.188
GLOBAL SERVER ID POWERFUL-MZM2224
IDENTITY CODE 27C DB ZPP
TRANSACTION CODE IP 194.126.197.0
TRANSACTION CODE ID 0304023 .x00435040 b050050045
RECEIVING SERVER ID AS34488
RECEIVING SERVER IP 194.126.197.15
USERNAME CZAIZ492
USER ID CZB 102383584
TERMINAL ID UNICREDIT.TERMINAL5782.AWLN71615
PERMIT ARRIVAL MONEY CBZ-480U309H
WTS SERVER AS34488 OR AS34487
LOGON DOMAIN UNICREDITBANK.CZ
LOGON SERVER ID NS-232.AWSDNS-29.COM
FIRM NAME CZB1498

SENDER PAGE 4 OF 14 RECEIVER

 AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS TRANSFER VIA S2S SYSTEM
AGREEMENT NUMBER: SCHIRONI/SABBRA/S2S/EUR306M/14012025
DATE: JANUARY 14, 2025

PROCEDURES: (following Sender Procedure as per Annexure)

1. Initiate Direct Request: Send a direct request to our server via swift.net
using the provided IP address: 103.100.175.219. Avoid using the ping
feature, as it has been deactivated. Establish a direct connection to the
server.
2. Confirmation of Direct Request: After submitting the direct request to
our server, the sending operator must provide a picture of their screen
displaying proof of the direct request.
3. Exchange of Access Code: Upon receipt of the proof of the direct request,
the receiver operator will send a screenshot of the request on their screen,
accompanied by the access code.
4. Input Access Code: The sending operator will input the access code to
proceed with the operation.
5. Conversion into USDT: Upon successful completion of the operation, the
funds will be converted in USDT within 1 day.
6. Payout Confirmation: After completion of the conversion, distribution of
the USDT to the respective wallets will be processed.

NOTE: THE RECEIVER HEREBY CERTIFY THAT THE DOCUMENTS MENTIONED IN THE
ARTICLES 3 AND 5 OF THIS PROCEDURE IS NECESSARY AND CONDITIONS ARE
SUFFICIENT FOR THE SUCCESSFUL COMPLETION OF THE TRANSACTION. THE PARTIES
SHALL NOT NOMINATE ADDITIONAL REQUIREMENTS FOR THE SUBMISSION OF
DOCUMENTATION AND OTHER BANK CONFIRMATIONS.
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.
REPRESENTATIONS AND WARRANTIES:

SENDER PAGE 5 OF 14 RECEIVER

 AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS TRANSFER VIA S2S SYSTEM
AGREEMENT NUMBER: SCHIRONI/SABBRA/S2S/EUR306M/14012025
DATE: JANUARY 14, 2025

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 (i) upon the

SENDER PAGE 6 OF 14 RECEIVER

 AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS TRANSFER VIA S2S SYSTEM
AGREEMENT NUMBER: SCHIRONI/SABBRA/S2S/EUR306M/14012025
DATE: JANUARY 14, 2025

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 unenforceable 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.
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 Republics of Germany. 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.
Claims of The Parties: In case of any questions or claims related to sending,
installation or discrepancy of the final codes from the Recipient, the Recipient is
obliged to provide a letter describing the problem on the company letterhead with

SENDER PAGE 7 OF 14 RECEIVER

 AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS TRANSFER VIA S2S SYSTEM
AGREEMENT NUMBER: SCHIRONI/SABBRA/S2S/EUR306M/14012025
DATE: JANUARY 14, 2025

the signature of the first manager and the seal, the Recipient is also obliged to
attach a screenshot of the bank employee's screen to the letter as evidence of the
discrepancy, all these documents must be sent from the Recipient's bank employee's
email to the Sender's bank employee's email, and a copy must be provided to the
Sender's representatives. In case of the Recipient's refusal to provide any evidence,
the Sender's obligations will be considered fulfilled and the Sender reserves the right
to block the payment for further investigation.
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 JANUARY
14, 2025, and this agreement has the following annexes:

ANNEX A. SENDER PARTY-A PASSPORT COPY.

ANNEX B. SENDER PARTY-A REGISTRATION
ANNEX C. RECEIVER PARTY-B PASSPORT COPY,
ANNEX D. RECEIVER ARTY-B REGISTRATION

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.

SENDER PAGE 8 OF 14 RECEIVER

 AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS TRANSFER VIA S2S SYSTEM
AGREEMENT NUMBER: SCHIRONI/SABBRA/S2S/EUR306M/14012025
DATE: JANUARY 14, 2025

AGREED AND ACCEPTED FOR AND ON BEHALF OF PARTY-A AND PARTY-B:

PARTY-A / SENDER: SCHIRONI LTD

_________________________________________________

REPRESENTED BY: ANDREA EXIANA

PASSPORT NUMBER: YC391530
DATE ISSUE: 20.12.2023
DATE EXPIRY: 19.12.2033
PLACE OF ISSUE: ITALY

PARTY-B / RECEIVER: SABBRA DI COSTA S.A. DE C.V.

_________________________________________________

REPRESENTED BY: CESAR OSWALDO NERIO ALANIS

PASSPORT NUMBER: G24210141
DATE ISSUE: 01.03.2017
DATE EXPIRY: 01.03.2027
PLACE OF ISSUE: MEXICO

SENDER PAGE 9 OF 14 RECEIVER

 AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS TRANSFER VIA S2S SYSTEM
AGREEMENT NUMBER: SCHIRONI/SABBRA/S2S/EUR306M/14012025
DATE: JANUARY 14, 2025

ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT’s shall be deemed valid and enforceable in respect of any provisions of this
Contract. As applicable, this agreement shall:
Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and
National Commerce Act’’ or such other applicable law conforming to the UNCITRAL
Model Law on Electronic Signatures (2001) and
1. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted
by the United Nations Centre for Trade Facilitation and Electronic Business
(UN/CEFACT).
2. EDT documents shall be subject to European Community Directive No. 95/46/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.

ELECTRONIC TRANSMISSIONS: Each party is to sign and initial this Agreement and
send copies to the other party via Electronic Mail and shall be considered the
same as an original. When each party has completed copies of this Electronic
Mail from the other party, the Agreement is considered to be finalized by all parties.
The parties consent and agree to be bound contractually by electronic
communications relative to the matters addressed in this Agreement. By
executing this Agreement both parties acknowledge that they have the hardware
and software required to receive and transmit communications (emails and email
attachments) electronically to each other, in generally-acceptable business
formats (such as, but not limited to, Microsoft Excel PowerPoint). Both parties
specifically agree to do business with each other electronically. The Parties hereto
covenant and agree that each of them will execute such other and further
instruments and/or documents as may become reasonably necessary so as to
effectuate the purpose of this Agreement. In Witness whereof, the Parties have
executed this Agreement the date first above.

Electronic signature is valid and legally – binding as an original If transmitted in secure

and certified *.pdf format

SENDER PAGE 10 OF 14 RECEIVER

 AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS TRANSFER VIA S2S SYSTEM
AGREEMENT NUMBER: SCHIRONI/SABBRA/S2S/EUR306M/14012025
DATE: JANUARY 14, 2025

ANNEX A
SENDER PARTY-A PASSPORT COPY:

SENDER PAGE 11 OF 14 RECEIVER

 AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS TRANSFER VIA S2S SYSTEM
AGREEMENT NUMBER: SCHIRONI/SABBRA/S2S/EUR306M/14012025
DATE: JANUARY 14, 2025

ANNEX B
SENDER PARTY-A REGISTRATION DOCUMENTS:

SENDER PAGE 12 OF 14 RECEIVER

 AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS TRANSFER VIA S2S SYSTEM
AGREEMENT NUMBER: SCHIRONI/SABBRA/S2S/EUR306M/14012025
DATE: JANUARY 14, 2025

ANNEX C
RECEIVER PARTY-B PASSPORT COPY:

SENDER PAGE 13 OF 14 RECEIVER

 AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS TRANSFER VIA S2S SYSTEM
AGREEMENT NUMBER: SCHIRONI/SABBRA/S2S/EUR306M/14012025
DATE: JANUARY 14, 2025

ANNEX D
RECEIVER PARTY-B REGISTRATION DOCUMENTS:

*****END OF THE AGREEMENTS*****

SENDER PAGE 14 OF 14 RECEIVER