17 Profit Participation Agreement

PROFIT PARTICIPATION AGREEMENTIRREVOCABLE DISBURSEMENT

PAYMENT ORDER INSTRUCTIONSCONTRACT CODE: 5BEU/OROM/KTTMT103/23

Date: 14/01/2013

From: ORO MARKETING INTERNATIOANAL S.A.To: Program ManagerRe: INVESTOR'S REFERENCE CODE: 5BEUROS/ORO/KTTMT103/23RE: PRIVATE PLACEMENT – LETTER OF INTENT

COMPANY NAME: ORO MARKETING INTERNATIONAL S.A. Signatory’s Name: OSWALDO EMIGDIO RODRIGUEZ RODRIGUEZPassport Number: AL 718340Address: CL 93A 14 17 Bogota D.C Email: OSWALDO [email protected]: 573012833451

ASSET: 5 000,000,000.00 EUROS (FIVE BILLIONS EUROS) MT 103/23 KTT

I. OSWALDO EMIGDIO RODRIGUEZ RODRIGUEZ, bearing, Passport No.AL 718340, duly authorized and full legally representative director for and on behalf of ORO MARKETING INTERNATIONAL S.A, (hereinafter the “PAYER”),acting with full corporate responsibility, on behalf of, hereby irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay guarantee to pay 10% (Ten Percent) of the returns of the investment generated, hereby irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay guarantee to pay this profit participation agreement to the beneficiaries whose Paymaster Accounts or Banking is listed in this document, via Wire Transfer, at the time of settlement of each and every disbursement of this transaction. This Agreement is our irrevocable pay order to the paymaster listed below and is and shall remain an intricate part of the transaction between the principals. This pay order shall remain in effect until the Contract, including any renewals; extensions and/or additional contracts and trade programs and opportunities are engaged and are fully completed including but not limited to the 3-Day Bullet; 5-10 Day Bullet; a 40 week trade, etc.

The Payer further agrees that this profit participation is irrevocable, irretrievable and unconditionally guaranteed to be paid simultaneously with the payment of each and every disbursement. The fees will be free of legal impediment and free of any deductions, excluding bank transfer fees and routine banking delays, for this and all subsequent transactions with this principal.

I confirm that upon the execution of this Profit Participation Agreement this document is an Irrevocable Payment Order. This Agreement shall be lodged in our bank and a copy from that bank will be forwarded to the Paymaster below or Banking. In acknowledgement of this Profit Participation

APPLICANT INITIALS ___________ PAGE 1 OF 12

Agreement and the completion of contractual formalities and the commencement of the above referenced transaction, we the undersigned Payer, hereby irrevocably and unconditionally, without protest, demand or delay, promise and guarantee to pay 10% (Ten Percent) of the returns of the investment generated through the Structured Private Finance facility, and any transactions contracted between the two parties including any renewals, extensions or additions provided for the contract engaged, and of each disbursement paid for the benefit of the Party listed below hereinafter called collectively the “Beneficiaries” and individually a “Beneficiary”.

The said 10% (Ten Percent) shall be paid concurrently with each payment or disbursement of funds. Further, the said fees shall be paid in good, clean, clear and unencumbered via wire transfer, to the designated Paymaster accounts or banking coordinates below.

This Profit Participation Agrement for 10% (Twenty Percent) is agreed to for the purpose of funding, acquisition, development, and management of Development and Job Creation Projects, Enterprises, Investments and Financing, though not limited to these areas of endeavor. All projects are on a best efforts basis. The beneficiaries to this Agreement will determine their own use of funds and/or the projects to be funded. This “Profit Participation Agreement” is unconditional, assignable and divisible. This “Agreement” shall inure to the benefit of the Beneficiaries and their respective heirs, administrators, successors and assigns as the case may be, until this transaction, including any renewals, extensions and additions are fully completed.

This Profit Participation Agreement, if transmitted by facsimile or as email attachment, shall be considered an original legally enforceable document.

I hereby declare that we are fully aware that the information received from you is in direct response to our request and is not in any way considered or intended to be a solicitation of funds of any sort, or any type of offering, and is intended for our general knowledge only. We hereby affirm, under penalty of perjury, that we have requested information from you and your organization by our choice and free will, and further that you have not solicited us in any way.

All negotiations, terms and conditions are between the principal parties and their perspective legal counsel only. Both principal parties are responsible for the ramification of their own actions. All beneficiaries involved are held harmless from any legal actions brought on by either party.

PAYER’S PAYMENT BANKING CORDINATES:

PAYER XxxSignatory’s Name XXXXXXXPassport XxxBank Name TBA

Bank Address TBA

Bank Telephone TBA

Bank Fax TBA


Account No. TBA

IBAN TBA

Account Name TBA

SWIFT Code TBA

Bank Officer TBA

*The Profit Participation Fee of 10% (Ten Percent) with every disbursement paid from this transaction including any rolls or extensions to the Paymasters listed below on behalf of the beneficiaries. Their participation percentages

2,5% (TWO POINT FIVE PERCENT) OF THE TOTAL NET RETURNS OF THE INVESTMENT GENERATED, INCLUDING ROLLS AND EXTENSIONS,

Beneficiary Name (1) EDUARDO CARDENAS CAVIEDESPassport N. AJ 0944440Expired date 24/11/2015Address Calle 57 G Sur No. 71 C 50 Inti. 8 Apto 501 Bogotá ColombiaTelephone 573017944596E-Mail Address [email protected]

WIRING INSTRUCTIONSPRE-ADVISE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER. Please

send a e-mail notification swift courtesy copy with the TRANSACTION CODE.

Immediately per each remittance to:

REQUIRED MESSAGEThe Swift or Transfer instructions covering all remittances shall clearly state

the following: “CLEAN, CLEARED, LIEN-FREE AND NON-TERRORIST ORIGIN,

KNOWN BY CONTRACT:.

Signature / Date

22/01/2013


mailto:[email protected]

1,25% (ONE POINT TWENTY FIVE PERCENT) OF THE TOTAL NET RETURNS OF THE INVESTMENT GENERATED, INCLUDING ROLLS AND EXTENSIONS,

Beneficiary Name (2) ORLANDO RODRIGUEZ ROSASPassport N. AN 189890Expired date 24/11/2015Address MEDELLIN COLOMBIATelephone 573154913764E-Mail Address [email protected]

WIRING INSTRUCTIONS PRE-ADVISE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER. Please


Immediately per each remittance to: XXXXXXREQUIRED MESSAGE The Swift or Transfer instructions covering all remittances shall clearly state


KNOWN BY CONTRACT:.Signature / Date

14/01/2013

1,25% (ONE POINT TWENTY FIVE PERCENT) OF THE TOTAL NET RETURNS OF THE INVESTMENT GENERATED, INCLUDING ROLLS AND EXTENSIONS,

Beneficiary Name (3) JESUS MARIA RODRIGUEZ FLOREZPassport N. AI767717Expired date 2/02/2013Address MEDELLIN COLOMBIATelephone 574 3004262695E-Mail Address [email protected] INSTRUCTIONS PRE-ADVISE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER. Please


Immediately per each remittance to:CONTRACT CODE:




REQUIRED MESSAGE The Swift or Transfer instructions covering all remittances shall clearly state



14/01/2013


Beneficiary Name (4) MIGUEL GARCIA MONAGASPassport N. AAA 758275Expired date 16/11/2019Address Santa Cruz de Tenerife EspainTelephone

E-Mail Address [email protected]



Immediately per each remittance toREQUIRED MESSAGE The Swift or Transfer instructions covering all remittances shall clearly state



14/01/2013




Beneficiary Name (5)

Passport N.

Expired date

Address

Telephone

E-Mail Address



Immediately per each remittance to:REQUIRED MESSAGE The Swift or Transfer instructions covering all remittances shall clearly state



14/01/2013

PAYMENT OF BENEFICIARIES:The above named Paymaster will be responsible for making onward payments of agreed percentages of participation via a separate pay order to each of the authorized Beneficiaries. All funds transferred are to be made by wire and transferred immediately upon closing of each transaction or transaction tranche or as soon thereafter as banking processes allow without liens or delays of any kind whatsoever.

ARBITRATION/ GOVERNING LAW:This Agreement shall be construed and enforced under the applicable laws and regulations of the Country and State where the respective Parties reside and the rules and regulations of the ICC. Each Party agrees to participate in good faith negotiations toward resolution of any dispute, claim, controversy or other matter. Each Party agrees that if a master is not resolved within 30 calendar days by the Parties themselves, it shall be submitted for settlement by binding arbitration in accordance with the Non-Circumvention & Non-Disclosure and Working Agreement rules and regulations of the ICC. The arbitration will comply with and be governed by the Reconciliation and Arbitration rules of the ICC for complex arbitration, in a venue - chosen by the plaintiff Party - where the ICC maintains a division for hearing complex arbitration. This Agreement is subject to the


Economic and Industrial Espionage Law of the International Economic Community. Any disclosure not authorized herein or under applicable law of the names, identifies, bank coordinates or other key information regarding such transactions, or any of the detail.

NON-CIRCUMVENTION:The “Parties” intending to be legally bound, hereby irrevocably agree, and guarantee each other that they shall not, directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass, or obviate each other’s interest, or the interest or relationship between the “Parties” with any source, lender, investor, trust, broker, consultant, client and/or equity partner, or financial institution or to change, increase or avoid directly or indirectly payment of established or to be established fees, commissions, or continuance of pre-established relationships or intervene in non-contracted relationships with sources, lenders, investors, trusts, brokers, clients and/or equity partners or financial institutions or with intermediaries, entrepreneurs, legal counsel, or initiate buy/sell relationships, or transactional relationships that by-pass one of the “Parties” with any corporation, partnership, other entity or individual revealed or introduced by one of the “Parties” to one another in connection with the “Project/Transaction” described above.

NON-DISCLOSURE:Furthermore, the “Parties” irrevocably agree that they shall not disclose or otherwise reveal directly or indirectly to any third party, any confidential information provided by one party to the other, or otherwise acquired, particularly, contract terms, product information, or prices, fees, financing arrangements, schedules, and information concerning the identity of sources, lenders, investors, trusts, brokers, clients and/or equity partners, or financial institutions, or their representatives, and specific individual names, addresses, principals, or telex/fax/telephone numbers, email addresses, references, and/or all other information, advised by one “Party” to another as being confidential or privileged, without the prior specific written consent of the “Party” providing such information. Neither “Party” may be held liable if, through no action or fault of the later, any of the above mentioned confidential information is released by the owner or a third party.

IN WITNESS HEREOF, I AGREE TO PAY OF THE TOTAL GROSS RETURNS OF THE INVESTMENT GENERATED, INCLUDING ALL ROLLS AND EXTENTION AND OTHER TRANSACTIONS AND TRADE PROGRAMS WITH THE TRADER, AS STATED HEREIN AND I HEREBY ATTEST, AFFIRM, AND ACKNOWLEDGE WITH FULL AUTHORITY, THAT THE ABOVE TERMS ARE AGREED AND ACCEPTABLE, BY AFFIXING MY SIGNATURE ON THIS DECLARATION FOR AND ON THE BEHALF OF:

EXECUTED THIS DATE: 22/01/2013 AGREED AND ACCEPTED BY PAYER:

Name / Title OSWALDO EMIGDIO RODRIGUEZ RPassport No. / Country AL 716340 COLOMBIAN


Date of Issue: 27/05/2009 Date of Expiry: 27/05/2019Country of Issuance: COLOMBIA


PASSPORT BENEFICIARY





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17 Profit Participation Agreement