Contents

I. Conflict of Interest

II. Confidentiality

III. Origin of Income

IV. Duty to Inform

V. Good Faith Free of Fault

VI. Asset Forfeiture

VII. Anti-Corruption

VIII. Data Protection and Authorization for Consultation and Reporting of Financial Data

IX. Termination

X. Provision of Services

XI. Legal and Administrative Expenses

I. Conflict of Interest

This proposal is subject to verification that no apparent circumstance exists which would limit the provision of services by UH, in accordance with the laws governing the legal profession in Colombia.

Once the foregoing is confirmed, if, in the course of the advisory, UH determines that a new fact exists which could constitute a limitation on the provision of the Services, it shall immediately communicate the reasons and circumstances thereof to the Client. The Client specifically acknowledges that UH may represent the Client’s competitors or business counterparties, and those of its affiliated or related companies, in matters not substantially related to the object and scope of the proposal or to any other legal service provided by UH to the Client or its affiliated or related companies at any time (“Permitted Adverse Representations”). In this regard, as an integral part of the proposal, the Client agrees that UH may, now or in the future, represent other clients in the context of Permitted Adverse Representations, in matters not substantially related to the legal services provided to you at any time and by virtue of the proposal and other legal services provided by UH to the Client or its affiliated or related companies at any time.

II. Confidentiality

All persons associated with our firm are and shall be obligated to preserve professional secrecy regarding the information provided by our clients, communications held with them, and the very nature of the advisory services. The information and content of communications shall only be disclosed to third parties with the client’s consent, and for these purposes, all information provided by the client in the course of the advisory services, which has not been publicly disclosed, shall be understood to be confidential.

Both parties undertake to maintain the confidentiality and secrecy of all Information provided by the other party in the course of negotiations, relationships, and agreements entered into by the parties resulting from the acceptance of this proposal; as well as information derived from communications exchanged between the parties and from site visits. The parties undertake to use the Confidential Information received from the other party solely to carry out the object of the Contract. For any obligation related to the confidentiality of information, the term of validity shall begin on the date of acceptance of the offer and shall extend for three (3) years from the termination date.

III. Origin of Income

The Parties declare:

a) That their income or assets do not originate from any illicit activity contemplated in the Colombian Penal Code or in any norm that substitutes, adds to, or modifies it. Consequently, they declare that their income or assets are linked to the normal development of lawful activities proper to their corporate purpose.

b) That they have not carried out transactions or operations intended for the execution or financing of illicit activities contemplated in the Colombian Penal Code or in any norm that substitutes, adds to, or modifies it, or in favor of persons related to said activities.

c) That the resources or assets subject to this contract do not originate from any illicit activity contemplated in the Colombian Penal Code or in any norm that modifies, adds to, or substitutes it.

d) That in the execution of this contract, they shall refrain from having ties with third parties known by any means to be linked to money laundering or terrorism financing activities.

e) That they comply with the regulations on the prevention and control of money laundering and terrorism financing (ML/TF) that are applicable to them, having implemented the policies, procedures, and mechanisms for prevention and control of Money Laundering or Terrorism Financing derived from said legal provisions.

f) That neither they, nor their shareholders, associates, or partners who directly or indirectly hold five percent (5%) or more of the capital stock, contribution, or participation, nor their legal representatives and members of the Board of Directors, are negatively registered on national or international lists for the prevention of money laundering and terrorism financing, nor on national or international lists or databases related to illicit activities, with UH being authorized to carry out the verifications it deems pertinent and to terminate any commercial relationship if it verifies that any of such persons appear on said lists.

g) That there are no investigations or criminal proceedings for intentional crimes (delitos dolosos) against said party, nor against its shareholders, associates, or partners who directly or indirectly hold FIVE PERCENT (5%) or more of the capital stock, contribution, or participation, nor against its legal representatives and members of the Board of Directors, with UH being authorized to carry out the verifications it deems pertinent in databases and public national or international information and to terminate any commercial relationship if it verifies that investigations or proceedings exist against any of such persons or that information exists in said public databases that could expose UH to legal or reputational risk.

IV. Duty to Inform

The Client undertakes to provide UH with truthful and verifiable information that the latter requires to comply with regulations related to the prevention and control of the risk of money laundering and terrorism financing, as well as to update the data provided at least once a year.

Likewise, the Client must inform UH of the commencement of any criminal proceeding, regardless of whether it is in the investigation or trial stage, carried out by the competent authority in which the Client is a party to the process, as well as any summons issued by said Authority for the Client to appear in an investigation or criminal proceeding, regardless of the capacity in which they are summoned.

V. Good Faith Free of Fault

The Client declares that during the contracting or relationship process, it complied with the obligations established in the applicable regulations related to the prevention and control of the risk of money laundering and terrorism financing, as well as with the internal procedures established in this matter. Consequently, the Client, in signing the contract arising from the acceptance of the proposal, acted with the utmost diligence established in the applicable regulations and its internal procedures related to this matter.

VI. Asset Forfeiture

In the event that the advisory involves assets susceptible to asset forfeiture, the Client declares that said assets are not involved in any of the grounds established in the law on asset forfeiture.

In the event that any asset subject to this contract becomes subject to an asset forfeiture measure, UH may terminate the contractual relationship, without being obligated to indemnify the Client for any type of damages as a result of this fact.

Consequently, the Client shall indemnify for present and future damages caused by the initiation of an asset forfeiture action on the assets subject to the operation carried out under this contract that affects any real rights (derechos reales) acquired in the present legal relationship.

VII. Anti-Corruption

If applicable, each party declares that neither that party nor its shareholders, associates, or partners, its legal representatives, or members of the Board of Directors has given, offered, or promised, to a domestic or foreign public servant, directly or indirectly through one or more employees, contractors, administrators, or associates, whether their own or those of any subordinate legal entity: (i) sums of money, (ii) objects of pecuniary value, or (iii) any other benefit or utility, in exchange for the public servant performing, omitting, or delaying any act related to the exercise of their functions and in connection with the object of this Agreement (a “Prohibited Transaction”). Each party shall take reasonable measures to ensure that it will not participate in a Prohibited Transaction directly or indirectly through one or more employees, contractors, administrators, or associates, whether their own or those of any subordinate legal entity, and undertakes to immediately report to the other Party its knowledge of the occurrence of a Prohibited Transaction and to adopt the measures reasonably necessary to avoid affecting the other Party as a result thereof.

Addendum: “Public servant” shall be understood as any person holding a legislative, administrative, or judicial office in a State, its political subdivisions, or local authorities, or in a foreign jurisdiction, regardless of whether the individual was appointed or elected. A public servant is also considered to be any person who exercises a public function for a State, its political subdivisions, or local authorities, or in a foreign jurisdiction, whether within a public body or a state-owned enterprise, its political subdivisions, or local authorities, or of a foreign jurisdiction. Any official or agent of an international public organization shall also be understood to hold said status.

VIII. Data Protection and Authorization for Consultation and Reporting of Financial Data

By virtue of accepting the Proposal, the Client:

(i) declares that the information provided is truthful, complete, accurate, and up-to-date;

(ii) acknowledges and accepts that they will assume, under their responsibility, all legal, civil, and criminal consequences related to the provision of false information; and

(iii) gives their prior, express, and irrevocable consent to UH or to whoever may be the future creditor of the monetary obligation to:

(a) Consult, at any time, in Credit Bureaus (Centrales de Riesgo), all relevant information to understand the Client’s performance, payment capacity, and assess future credit risk.

(b) Report to the Credit Bureaus data on the timely fulfillment or non-fulfillment of credit obligations or legal duties of a financial nature of the Client, provided that this circumstance has been previously communicated to them in the terms set forth below.

(c) Send the aforementioned information to the Credit Bureaus directly or through the Financial Superintendence (Superintendencia Financiera) or other public entities exercising monitoring and control functions, so that they may process, analyze, classify, and then supply it to said bureaus.

(d) Retain, both in UH’s databases and in the Credit Bureaus, with due updates and for the necessary period indicated in their regulations, the information specified herein; and

(e) Report to tax, customs, or judicial authorities the information they require to fulfill their control functions.

The foregoing authorization shall not limit the Client’s right to verify at any time that the information supplied is truthful, complete, accurate, and up-to-date, and if it is not, to have their disagreement recorded, to demand its rectification, and to be informed of the corrections made. Nor shall it release the Credit Bureaus from indicating, upon request, who consulted their credit performance history during the six (6) months prior to their request. Finally, it shall not limit their right to be informed at least two (2) weeks in advance before being reported to the Credit Bureaus. The foregoing authorization does not permit UH or the Credit Bureaus to disclose the mentioned information for purposes other than (a) reporting negative information to the Credit Bureaus; (b) assessing the risks of granting credit; and (c) preparing statistics and deriving conclusions through mathematical models.

The Client declares and accepts that once the term stipulated in the invoice for the payment of their credit obligation has expired, following communication from UH, they will have an additional period of twenty (20) calendar days to make the payment of the total amount owed, at the end of which the negative report of their obligation may be made to the Credit Bureaus, in accordance with the preceding clause and applicable laws. However, the Client expressly accepts that, for all relevant purposes, and especially in compliance with Article 12 of Law 1266 of 2008 and Decree 2925 of 2010, any notification and/or information related to the status of the order or credit may be made by any electronic means that UH implements, including but not limited to e-mail, SMS, IVR, phone calls, or in the periodic statements/account summaries sent to the Client, among others.

IX. Termination

Either party may terminate the contract arising from the acceptance of the proposal at any time. Please note that if this agreement is terminated early, the Client shall be obligated to pay all fees incurred up to the termination of the contract, as well as expenses and payments to third parties that have been incurred. With respect to the Client, persons related to the Client, and persons who have received advisory services by reason of the proposal, the liability of UH, as well as that of its partners, associates, employees, and any person who has performed any action in connection with this advisory, shall, in all events, be limited to the total sum paid for fees. The fact that either of the Parties, its shareholders, or partners, its legal representatives, or members of the Board of Directors becomes linked to or convicted by the competent authorities for ML/TF/WMDPF (Money Laundering/Terrorism Financing/Weapons of Mass Destruction Proliferation Financing) crimes and predicate offenses, or is included in lists for the control of money laundering and terrorism financing administered by any national or foreign authority, shall entitle the other party to terminate the Contract or to have the defaulting party assign the contract.

X. Provision of Services

Our obligations as legal advisors shall always be of means (best efforts) and not of results. Our liability, except for willful misconduct (dolo) or gross negligence (culpa grave), shall be limited to the amount of the fees we receive by virtue of the services rendered under this proposal.

The legal advisory and the recommendations presented to the client based on it are based on the truthfulness and authenticity of the documents and reports provided to us, assuming beforehand that they all contain real and reliable information and are delivered to us in good faith and with prior reviews. In all cases, UH’s liability shall be limited to the amount of the proposed fees.

XI. Legal and Administrative Expenses

All legal and administrative expenses incurred by the Firm at the express request of the Client shall be billed via electronic invoice. A surcharge of ten percent (10%) shall be applied to said expenses for management and administration, which shall cover the costs associated with the processing, coordination, and supervision of said expenses. This surcharge shall be subject to Value Added Tax (VAT) in accordance with current regulations. The foregoing excludes official fees, fines, and contributions.