EXHIBIT 10.6

 

SUPPLEMENTAL ASSET DELIVERY, VENEZUELAN CUSTODY AND FURTHER ASSURANCES AGREEMENT

 

This Supplemental Asset Delivery, Venezuelan Custody and Further Assurances Agreement (this “Supplement”) is made as of October 26, 2026 (the “Supplement Date”), by and between Ecominas Corp., a Nevada corporation (the “Company”), and Franklin Marín Toro, an individual (“Toro”).

 

RECITALS

 

A. The Company and Toro entered into the Asset Purchase Agreement dated October 22, 2026 (the “APA”), and the Intellectual Property Assignment and Bill of Sale dated October 22, 2026 (the “IP Assignment”), covering the assets described in Schedule A to the APA (the “Purchased Assets”).

 

B. The APA and IP Assignment provide for a closing on October 22, 2026 (the “Closing”) and for delivery or transfer of the Purchased Assets at Closing. The Closing Delivery Acknowledgment attached to the IP Assignment identifies no outstanding deliverables. The Parties wish to confirm the delivery and transfer actions actually completed, while distinguishing delivery to the Company from subsequent custody of certain materials or continued local recordation in Venezuela.

 

C. Certain originals, technical files, equipment-free records, registration certificates, repository-access arrangements, or locally recorded rights may be maintained in Venezuela for administrative, safekeeping, registration or other practical purposes. The Parties wish to establish clear obligations for any such items without suggesting that physical location or record-holder status alone changes ownership.

 

1. CONFIRMATION OF CLOSING AND DELIVERY

 

1.1 Confirmation. Each Party confirms, based on its records and the Closing Delivery Acknowledgment, that the Closing under the APA occurred on October 22, 2026 and that the Purchased Assets and required closing deliveries were transferred, delivered or made available to the Company in the manner required by the APA and IP Assignment, subject to any mandatory local-law formalities expressly described in Section 3 of this Supplement. The Parties confirm that, as of the Closing Delivery Acknowledgment, no deliverable was identified as outstanding.

 

1.2 Delivery and Control. For electronically maintained materials, delivery includes the secure transmission of the applicable files, repositories, exports, documentation and administrative access rights, as required by Section 3.2 of the APA. Toro shall preserve evidence of such delivery and shall provide copies of delivery receipts, repository transfer records and access confirmations reasonably requested by the Company. This confirmation shall not be construed to state that a specific item was delivered if the Company’s records establish otherwise; any discrepancy shall be promptly documented and remedied under the APA.

 

1.3 No New Conveyance. This Supplement confirms and implements the parties’ existing obligations. It does not replace the APA or IP Assignment, change the Closing Date, create any additional purchase consideration, or deem an otherwise ineffective transfer legally effective.

 

2. ITEMS MAINTAINED IN VENEZUELA FOR THE COMPANY

 

2.1 Custodial Holding. To the extent any originals, technical documentation, source material, storage media, access credentials, registration certificates or other tangible or digital manifestations of the Purchased Assets are retained physically or administratively in Venezuela by Toro following Closing, Toro shall hold and safeguard those items solely as custodian for the Company and for its exclusive benefit, subject to applicable law. Such local custody is not an exclusion from the APA and does not authorize Toro to use the items for his independent benefit.

 

2.2 Company Direction and Access. The Company retains the right, to the extent lawfully acquired under the APA and IP Assignment, to direct the use, copying, transfer, safekeeping and commercialization of the Purchased Assets. Toro shall provide prompt and secure access or delivery upon reasonable written Company instructions, subject to legally required approvals, cybersecurity protections and applicable law.

 

 
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2.3 No Unauthorized Dealings. Toro shall not independently sell, license, pledge, encumber, disclose, abandon, transfer or commercially exploit any retained item or right, nor permit Pelleumai Technologies, C.A

(registered brand name PetrolleumAI Technologies, C.A.) or any other party to do so, without the Company’s prior written authorization and compliance with applicable law.

 

2.4 Safekeeping and Records. Toro shall take reasonable steps to protect all items held in Venezuela against loss, unauthorized access, deterioration, infringement and lapse. He shall maintain an inventory, retain copies of supporting ownership and delivery documents, notify the Company promptly of adverse claims or official notices, and account for and remit any proceeds received on the Company’s behalf to the extent lawful.

 

3. VENEZUELAN REGISTRATIONS AND RIGHTS SUBJECT TO LOCAL FORMALITIES

 

3.1 Record-Title Matters. The Parties acknowledge that SAPI records or other local filings may continue to identify Toro as holder of record of particular Purchased Assets until completion of recordation or other lawful formalities. To the extent the related rights were validly assigned to the Company, Toro shall maintain any continuing record-holder status solely for the Company’s benefit, to the extent permitted by applicable law, and shall not assert independent beneficial ownership by reason of that record entry.

 

3.2 Rights Not Yet Legally Transferable. If mandatory Venezuelan law requires that any particular right remain legally vested in Toro until additional action occurs, Toro shall preserve that right and any permissible economic benefits for the Company, shall act solely on lawful written Company instructions, and shall promptly cooperate in effecting the transfer as soon as legally possible. Nothing in this Supplement asserts Company ownership of a right that could not lawfully be transferred at Closing or permits circumvention of mandatory law.

 

3.3 Cooperation. To the extent possible, Toro shall promptly execute reasonable forms, recordable assignments, declarations, translations, notarizations, powers and other instruments required to record, perfect or evidence the Company’s rights, including at SAPI. The Parties shall obtain local legal advice as appropriate regarding the registration and recordation of each affected right.

 

4. REPRESENTATIONS; THIRD PARTIES; COMPLIANCE

 

Toro reaffirms his personal-ownership and authority representations in the APA and IP Assignment, subject to any written exceptions disclosed to the Company. This Supplement does not bind Pelleumai Technologies, C.A

(registered brand name PetrolleumAI Technologies, C.A.) or convey any asset actually owned by that entity or another third party. If a record identifies another rights holder, the Parties shall obtain an appropriate separate conveyance or authorization before claiming that right was acquired. All performance remains subject to applicable sanctions, export-control, anti-corruption and local intellectual-property laws.

 

5. NO ADDITIONAL CONSIDERATION; REMEDIES

 

Toro receives no additional shares, fee or other compensation for carrying out this Supplement, except reimbursement of reasonable expenses approved in writing by the Company. The Company retains all rights and remedies under the APA, IP Assignment and applicable law, including equitable relief where available. No closing requirement, representation, warranty, indemnification right or claim is waived by this Supplement.

 

6. GENERAL

 

The APA and IP Assignment remain in full force. This Supplement governs the custodial and continuing record-holder obligations described here; in any other conflict, the APA controls. Nevada law governs this Supplement, subject to mandatory Venezuelan law governing property, intellectual property, custody, registration and recordation. Amendments must be written and executed by both Parties after necessary Company approval. Counterparts and electronic signatures are permitted.

 

 
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SIGNATURES

 

ECOMINAS CORP.

 

FRANKLIN MARÍN TORO, INDIVIDUALLY

 

 

 

 

 

 

 

By:

/s/ Ricardo Enrique Silva Canelon

 

Signature:

/s/ Franklin Marín Toro

 

Name:

Ricardo Enrique Silva Canelon

 

 

 

 

Title:

Chairman of the Board (Duly Authorized)

 

 

 

 

 

 
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