BACKGROUND:

FIRST.-Parties that constitute this contract will be adjusted to Mexican laws and for which arises
and attaches a document to read:
The Ministry of Foreign Affairs confirms that Mr. Heber Quintanilla Martnez, has suddenly been
nationalized Mexican, taking all the rights that correspond to him, leaving only as national
excluded all those indicating the Constitution and the laws emanating from this clearly.
SECOND.-identifies and confirms that the document presented by Mr. Heber Quintanilla Martnez,
clarifies that it is in possession of rights to enter into this agreement.
CLAUSES:
First.-will be called this new company, "Mixtli Motors", to which is added the concept Corporation
or its abbreviated acronym S.A.
Second.-the duration of the present contract will be in 20 years, which may recur after agreement
by the parties.
Third.-the domicile of the company in which falls to the social rezon, of Av. Union, number 563,
col. Milagrito, Queretaro, Qro, without prejudice of establishing offices or branches, in any other
place of the Republic or abroad, without that so changed the domicile is understood.
Four.-the purpose of the formation of this company is the creation and repair of refrigerated
Chambers for the conservation of food in any of their presentations and types. To achieve the
designated objective, they may acquire and dispose of real estate, prior authorization from the
Council which is formed with the shareholders.
Fifth.-the nationality of the parties of the society will be Mexican, and all those steps or actions
that are performed by a fraction or non-national entity, will be free from any value and shall be
taken as devoid of value in any sense.
Sixth.-the capital of that society will be $8, 000,000.00 (eight million pesos pesos), be recorded
and will be the corresponding accounts in an orderly manner and in accordance with Mexican,
leaving laws unrelated to any foreign legislative action.
Seventh.-all increase or reduction of capital, will take place in a meeting of shareholders, leaving
clear which will never be of one amount less than the $2,000,000,00 pesos.
Eighth.-the shares, they will give equal rights to all shareholders, with a vote to each shareholder,
being clear that will not be a vote by each action but by each shareholder no matter how many
shares have, and shall comply with the general law of mercantile societies, that them shall also be
applicable in dividend actions, which Yes will be adjusted to the amount and types of shares
belonging to each shareholder.
Ninth.-the titles of shares or certificates will be issued by the general manager, or a Board of
Directors, which will register the value and quantity of the same. In the event of loss, destruction
or loss of the titles mentioned above, the administrator or the Council may, after testing and
making use of the guarantees that they deem prudent, order the issuance of a new title.
Tenth.-within the Association, the highest authority, it will be the general Assembly of
shareholders, and of this, decisions will affect each and every one of the members or parts of such
association.
Tenth first.-There will be special meetings, which will be responsible for resolving issues of first
priority and are close to related to article 182 of the General Law of corporations, and ordinary
assemblies, which will be responsible for all matters of the common agenda. The two types of
assemblies can be made at any time.
Tenth second-annual ordinary meeting, will take place before the conclusion of each fiscal year,
and shall be responsible for the following matters:
(a) session on the balance sheet, and make decisions, in accordance with the information that the
Commissioners delivered.
(b) carry out the appointments of administrators, representatives and Commissioners.
(c) the distribution of utilities.
10th third.-convened Assembly Commissioners, managers or shareholders who have at least thirty
and five per cent of the shares shall be entitled to require, prior written and conforming to the
applicable law.
The call shall contain the agenda that will be published once in the Gazette of the company and
will be part the corresponding authority, this five-day minimum advance and will be signed by
anyone who does it.
Tenth fourth.-not require any publication:
(a) when is the Assembly is continuation of another and what treat yourself this is ratified in the
previous Assembly or is a logical continuation.
(b) when the Assembly turns taking vote of all shareholders, and will perform the signature of all
the participants or shareholders.
Tenth fifth.-refrain from making your vote, Manager, directors, managers, Commissioners and
shareholders when the law so indicate them.
Sixth tenth.-shareholders saved within a cash or bank shares showing them as shareholders and
retain the certificate of deposit corresponding.
Shareholders have the right to represent themselves in meetings by representatives constituted
by letter power, previously collated and confirmed by a notary.
Tenth seventh.-shall declare in legal form, in first call, when is represented Seventy per cent of the
shares, or 50% in the following calls.
Resolutions shall be taken by majority vote, and the extraordinary assemblies, must be assembled
shareholders in sufficient numbers to take decisions by vote at least of the seventy-five per cent of
the shares of equity, on first call, and a fifty percent in second or subsequent convocation.
10th eighth-the Chair of the assemblies, will be carried out by an administrator and where
appropriate by the Chairman of the Board of shareholders, and ultimately a person designated by
the Assembly, it FINRA as Secretary of the Board or as it may be designated in the Assembly.
Tenth ninth-a record of each performed Assembly will rise and be accommodated in the
respective book. It must be signed by the President, Secretary and shareholders who so decide it
in case of not being able to sign the abides by, will be formalized this situation through a notary.
20th.-Administration and management will be in charge of a general manager or Council, which
will settle titular or substitute member and must be designated by the Assembly, and its term will
be five years, and replacement, will remain in his post until sen assigned as follows. Administrators
and counselors, may or may not be shareholders.
Twenty first.-There will be a Board of Directors, it will function with the assistance of the majority
of the members, and the agreements shall be designated by a majority of votes. The President has
preferred or quality in the event of a tie vote.
Twenty second.-the President of the Council shall be the representative of the same, and the
executor of its resolutions; It may also appoint delegates for the implementation of the
agreements.
Twenty third.-when there is a minority of shareholders, representing the 25 or 30% of the
shareholders may appoint at least one counselor.
Twenty fourth.-the Board of directors or general manager, they have an obligation to represent
the society before any authority, having broad powers that will allow them to limitation:



Make objects social,
Special acts of domain with special powers that require to be able to run in accordance with the
law.
Manage the property with special powers that require a special power in accordance with the law.
Special power to carry out collections, or legal disputes, and desist from actions or judgments of
guarantees, as well as necessary complaint issues.
Appoint managers, directors and employees of the society, setting them their powers, duties and
remuneration.
They have powers to grant credits
Appoint Attorneys General or special, determining their powers and revoke those granted
previously.
Determine the disbursements.
Develop inventories and balance sheets
Summon assemblies and
All those which they are entitled by law. The Assembly may limit or regulate these powers.
Twenty fifth.-directors and managers assist the administrator or to the Council within the powers
that be is conferring on nominated them.!
Twenty sixth.-general manager directors directors and managers, will give an amount that will be
deposited in the box of society, leaving a nominal value or bond for the same amount as bail.
Twenty seventh.-surveillance will be carried out by one or more Commissioners elected by the
Assembly, for a period of five years and they caucionarn their management in accordance with
the above provision, and may have alternates who shall act in the absence of holders.
The Commissioners will have powers which determines the hundred and sixty-six article of the
General Law of mercantile societies and the remuneration agreed by the Assembly.
TWENTY-EIGHTH. THE BALANCE. It will formulate is annually stating:
The social capital;
The existence in box or banks;
The stories that are the assets and liabilities, and
Profits and losses, and in general, the other data showing economic status.
Twenty ninth.-formulation of the balance is in charge of the administrator or of the Council, and
must conclude it within a maximum period of three months from the closing of each fiscal year
and submit it to the Commissioner, who shall return it with the comments that it deems
appropriate within fifteen days, so that the administrator or the Council convene the Assembly of
shareholders that shall discuss it.
Thirty-utilities shall apply:
A five per cent when it least for training or reconstituting the reserve fund, until it reaches the
twenty per cent of the share capital;
To form one or more provident funds, and
The remnant shall apply equally between actions.
The utilities will be paid when funds available society.
Thirty first.-the losses. They will be reported by reserves, and where appropriate, by equal shares,
until the concurrence of their nominal value.
Thirty second.-dissolution:
Expiry of the fixed term;
For failure to carry out the corporate purpose;
By resolution of the extraordinary general meeting of shareholders;
Loss of half of the share capital;
In other cases specified by the law.
Thirty third.-liquidation. It will be carried out by one or more liquidators appointed by the
Assembly, who shall determine their powers; and in his absence, by the judicial authority at the
request of any shareholder.
Thirty fourth.-foundations of liquidations. Except for the express instructions of the Assembly, the
liquidators shall make a:
Formulate the balance of inventories;
Conclude the pending business in the least harmful way for creditors and shareholders;
Collection of loans and payment of debts;
Sell or apply your product or goods for the purposes of the liquidation, and
Formulate the final balance and obtain the cancellation of registration of society, in the trade
register.
Thirty-fifth-statutes shall constitute the provisions earlier and failing that, the provisions of the
General Law of mercantile societies.
Thirty-sixth.-the founding shareholders do not reserve any right or prerogative in this
circumstance or quality.
TRANSITIONAL CLAUSES
First.-the share capital has been subscribed and paid as follows:
Shareholders Actions Value
Alvarado Javier Ramos

$1,000,000.00
Flores Jorge Benitez

$1,000,000.00
Martnez Lpez Rafael Gpe

$1,000,000.00
Mndez Mata Jorge Luis $1,000,000.00
Quintanilla Martnez Heber Emmanuel $1,000,000.10
Salinas Balderas Geovani $250,000.00
Valdez Mara de la Paz Vargas $250,000.00
Diego Diaz $500,000.00

100 shares with a value of five hundred pesos in national currency.
Second.-shareholders meeting in general Assembly, they agree unanimously:
(a) The Administration will be in charge of a Council composed by
President: (name of the person assigned as President)
Secretary: (name of the person assigned as Secretary)
Treasury (name of the person assigned as Treasurer)
The Board shall have all the powers specified in the twenty fourth of this writing;
(b) Appoints the Lord Commissioner (name of the person).
(c) The first fiscal year will run from the date of the execution of this deed to thirty and one of
December of the current year.
(d) Appoints the Lord Manager (name of the assigned person) who will have the powers
determined in paragraphs one, two, three, four, six and seven of the twenty-fourth of this writing
clause.
Third.-the shareholders demonstrate that designated advisors, Manager and curator, are trained
for the performance of their duties and have no legal impediment.
Fourth.-the Lord (name of the person assigned), Treasurer of the society, says that work in its
power the amount of share capital and guarantees granted by the directors, Manager and
Commissioner, pursuant to clauses of this writing.
Fifth.-the shareholders agree unanimously to designate the Lord (name of the person assigned) to
make it the leading, judicial or extrajudicial, administrative and other steps which may be
necessary to obtain the registration of this script in the section of the public registry of property of
this capital trade.
The notary:
Lic Raul Trejo Carapia attests:
I recognize the present who have legal capacity for this event, and who by his generals appear to
be: Mexican nationality; Mr. Heber Quintanilla Martnez, Mr. Alvarado Javier Ramos, Mr. Flores
Jorge Benitez, Mr. Martnez Lpez Rafael Guadalupe, Mr. Mndez Mata Jorge Luis, Mr. Salinas
Balderas Geovani, Ms. Valdez Maria de la Paz Vargas and Mr. Diego Diaz.
Of that declare under oath of truth: that all are current in the payment of the tax;
Of the related and insert agrees with the original document I had in view, and
That I read this scripture to the present, I explained the value and legal consequences of its
content and remain compliant sign them the nineteenth day of the month of its date.



Notary
Lic Raul Trejo Carapia
Signature
Shareholders Signature
Alvarado Javier Ramos

Flores Jorge Benitez

Martnez Lpez Rafael Guadalupe

Mndez Mata Jorge Luis
Quintanilla Martnez Heber Emmanuel
Salinas Balderas Geovani
Valdez Mara de la Paz Vargas
Diego Diaz