Escritura 2147 - Acta Constitutiva - Traduccion

Jesus Agustin Noriega Loya, LL.
M
Public Notary No. 218
Volume No. 3 (Three)

Record No. 3 (Three)
No. 2147 (Two thousand one hundred forty-seven)
---In the city of Mazatlán, State of Sinaloa, Republic of Mexico, on June 17th,
2022, the undersigned JESÚS AGUSTÍN NORIEGA LOYA, Public Notary No. 218
two hundred and eighteen in the State, with authority and residence in this
Municipality, at the Public Notary Office, does hereby RECORDED the certificate
containing the ARTICLES OF INCORPORATION of the company called BJA
PACIFIC MEXICO, VARIABLE CAPITAL LIMITED LIABILITY COMPANY,
formalized as BJA PAFICIC, LLC. The company EL CID AND CATTLE, LLC.,
both represented by its Legal Representative MANUEL LIZARRAGA GONZALEZ,
domiciled in the city of Mazatlán, Sinaloa, with undefined term, of Mexican
nationality, variable capital, share capital of $10,000.00 (Ten thousand pesos
00/100 legal currency). -------------------------------------------------------------------------------
--- For this purpose, I do hereby state that I have seen the original of the
aforementioned certificate duly sealed and signed, made up of 27 sixteen useful
pages, which I attach with letter "A" to this file, in accordance with the provisions of
article 63 of the Law of Notaries of the State of Sinaloa.- I ATTEST. – SIGNED:
JESÚS AGUSTÍN NORIEGA LOYA-SIGNATURE- SEAL OF THE PUBLIC
NOTARY OFFICE. ------------------------------------------------------------------------------------
--- I DEFINITELY AUTHORIZE this act, with this same date, in which I warned the
appearing parties that they must present within the period of a month following the
date of signature of this instrument, the application for registration of the company
in the Federal Registry of Taxpayers of the Tax Administration Service dependent
on the Ministry of Finance and Public Credit. - I ATTEST.- SIGNED: JESÚS
AGUSTIN NORIEGA LOYA. STAMP OF THE PUBLIC NOTARY OFFICE. -----------
------------------------------------------ APPENDIX LETTER "A" ---------------------------------
--- In the margin: The seal of the Notary. - Signed: Two illegible signatures.-
Headings.- Inside:--------------------------------------------------------------------------------------
[By this document, there has been affixed one (1) round inked stamped seal with the coat
of arms of the United Mexican States and all around the following inscription: “Jesus
Agustin Noriega Loya, Public Notary No. 218, Mazatlán, Sinaloa”.]
Jesus Agustin Noriega Loya, LL.M
--- In the city of Mazatlán, State of Sinaloa, Republic of Mexico, on June 17th,
2022, the undersigned JESÚS AGUSTÍN NORIEGA LOYA, Public Notary No. 218
two hundred and eighteen in the State, with authority and residence in this
Municipality, at the Public Notary Office, in accordance to the provisions of article
63 of the Law of State Notaries, I do hereby certify that there appeared BEFORE
ME in order to incorporate a company called BJA PACIFIC MEXICO, VARIABLE
CAPITAL LIMITED LIABILITY COMPANY (hereinafter the "Company"), the parts
mentioned below: --------------------------------------------------------------------------------------
--- 1.- The company called BJA PACIFIC, LLC., a legal entity constituted in
accordance to the laws of the state of Delaware, United States of America and with
nationality and domicile in this country, through Mr. MANUEL LIZARRAGA
GONZÁLEZ, date expressed in the respective chapter of this instrument, in his
capacity as Special Legal Representative, in accordance to the relevant inserts,
regarding the personality chapter of this instrument. ---------------------------------------
--- 2.- The company called EL CID LAND AND CATTLE, LLC., a legal entity
constituted in accordance to the laws of the state of Delaware, United States of
America and with nationality and domicile in this country, through Mr. MANUEL
LIZARRAGA GONZÁLEZ, date expressed in the respective chapter of this
instrument, in his capacity as Special Legal Representative, in accordance to the
relevant inserts, regarding the personality chapter of this instrument. -----------------
----------------------------------------------BACKGROUND ------------------------------------
------------- AUTHORIZATION TO USE THE NAME OR COMPANY’S NAME --------
In accordance to the provisions of articles 15 (fifteen), 16 (sixteen) and 16 A
(sixteen A), of the Foreign Investment Law, it was requested and obtained from the
Ministry of Economy, the authorization to use the name or company’s name to
incorporate under the name BJA PACIFIC MEXICO, on May 13, 2022 (, under the
Unique Document Code (CUD) A202205131828200645 (A two zero two two zero
five one three one eight two eight two zero zero six four five). This authorization
that was granted by the General Directorate Mercantile Regulations, document that
the Notary already attests to have seen and I attach it to the file corresponding to
this act, marked with the letter "B".
----------------------------------------------------------------
--- In view of the foregoing, the appearing parties grant and are obliged to what is
contained in the following Articles, which shall be the Corporate Bylaws of the
Company: -----------------------------------------------------------------------------------------------
----------------------------------------CORPORATE BYLAWS ---------------------------------
------------------------------------BJA PACIFIC MEXICO, LLC. ---------------------------------
--------------------------------------------CHAPTER I --------------------------------------------
--------------------------------------GENERAL PROVISIONS ------------------------------------
--- FIRST. – NAME: The name of the company shall be BJA PACIFIC MEXICO
(hereinafter, the “Company”), always followed by VARIABLE CAPITAL LIMITED
LIABILITY COMPANY, LLC. ------------------------------------------------------------------
--- SECOND. – ADDRESS: the address of the Company shall be the city of
Mazatlán, Sinaloa but offices, agencies or branches may be opened anywhere
within the Mexican United States or abroad, without being understood that the
address has changed. The Company may indicate conventional domiciles in the
legal acts it enters into. --------------------------------------------------------------------------
--- THIRD. – PURPOSE: The purpose of the Company is: --------------------------------
---1-Develop, directly or indirectly, on its own account or through any entity, or
contract, real estate projects for commercial, industrial, residential, hotel,
restaurant use or any other nature. --------------------------------------------------------------
---2.- Construction , supervision, remodeling, design, use, administration, operation
and maintenance of real estate of any nature, on its own account or that of third
parties, including the realization of all kinds of constructions, buildings, real estate
complexes, subdivisions, buildings or facilities for offices, operation centers or any
type of establishment. --------------------------------------------------------------------------
--- 3. The operation, commercialization, exploitation, provision and development of
all kinds of services and complementary activities related to the food industry,
including without limitation, the branches of gastronomy-pairing, coffee, beverages,
wines and liqueurs. --------------------------------------------------------------------------------
4.- The operation and/or establishment of restaurants, cafeterias, bakeries,
patisseries and any other type of establishment related to the food industry, on its
own account or through third parties.
-------------------------------------------------------------
---5.- Acquire, possess, use, lease, license, encumber or dispose of tangible and
intangible assets in any legal form, which are necessary for the development of the
company’s purpose. ----------------------------------------------------------------------------
--- 6.- Buy, sell, import, acquire and lease all types of materials, articles and
merchandise directly or indirectly related to the purpose of the Company. --------
---7-Register, obtain, acquire, use, license or dispose of all kinds of trademarks,
utility models, trade names, invention certificates, patents, copyrights, options and
preferences, processes and concessions or licenses, franchises, or other similar,
whether in Mexico or abroad. ----------------------------------------------------------------
---8.- Acquire or possess by any title, use, lease, develop, manage, sell or dispose
of in any way, all types of movable and immovable property in the Mexican United
States and abroad. ------------------------------------------------------------------------------
---9.-Issue, subscribe, endorse and guarantee credit titles and grant all kinds of real
or personal guarantees regarding own obligations or third parties. ----------------------
--- 10.-Acquire and dispose of all kinds of shares or shareholdership interests in
other companies or associations, in accordance to the applicable legal provisions
and in general, acquire interests or participations in companies, companies or
associations in the terms allowed by law. ---------------------------------------------------
--- 11. Obtain the permits and licenses related to the activities mentioned here. -----
--- 12. Open and/or close and be the holder of one or more bank or investment
accounts in credit institutions in Mexico and abroad. ------------------------------------
--- 13. Mortgage, issue bonds, guarantees, joint and several obligations, pledges,
pledges without transfer of possession, issue obligations, bonds and other credit
titles, with or without the intervention of third parties with respect to their own
obligations and those of third parties of any kind, as well such as turning,
subscribing, issuing, accepting, endorsing, guaranteeing, paying, protesting,
discounting, acquiring and alienating all kinds of credit titles or securities in the
terms permitted by law. ------------------------------------------------------------------------------
--- 14.- In general, the celebration of all acts, agreements, contracts, instruments
and operations of any nature, which are necessary or convenient for the realization
of the company’s purposes. --------------------------------------------------------------------
--- 15.- Carry out any other activity required to achieve the company’s purpose and
within its predominant economic activity. ----------------------------------------------------
--- The Company must process the necessary permits from the authorities to carry
out the activities stated in its purpose. --------------------------------------------------------
--- FOURTH.- TERM: The term of the Company is indefinite.
------------------------------- FIFTH. - NATIONALITY: The Company is of Mexican
nationality. All foreign individual that in the act of incorporation of the Company or
at any subsequent time acquires an interest or social participation in the Company,
will be considered by that simple fact as Mexican with respect to one and the other,
as well as regarding the assets, rights, concessions, participations or interests of
which this Company becomes the owner, or of the rights and obligations derived
from the contracts it enters to, therefore, it will be understood that it is appropriate
not to summon the protection of its government under penalty, in case of failing to
comply with its agreement, of losing said interest or participation for the benefit of
Mexico.
--------------------------------------------CHAPTER II --------------------------------------------
-----------------------------------------SHARE CAPITAL ----------------------------------------
--- SIXTH.- SHARE CAPITAL: (a) The share capital is variable. The fixed capital
stock is $10,000.00 (Ten Thousand Pesos 00/100 Legal Currency), without right of
withdrawal and shall be represented by one or more shares of Series "A", ------------
--- (b) The variable part of the authorized capital stock shall be unlimited and with
the right to withdrawal and shall be represented by shares of the series determined
in each case by the General Meeting of Members that resolves it regarding the
issuance of said social shares. --------------------------------------------------------------
--- (c) All the social shares will confer to their holders the same rights and
obligations regardless of the series to which they belong, unless it is provided
otherwise in these Bylaws. ------------------------------------------------------------------------
--- (d) Each share shall grant 1 (one) vote for every $1.00 (One Peso 00/100 legal
Currency) of subscribed and paid share capital, regardless of the series to which
said share corresponds. --------------------------------------------------------------------------
--- SEVENTH. – BOOK OF SHAREHOLDERS: The Company will keep a Book of
Shareholders in which the following data shall be registered: -----------------------------
--- 1.-The name, nationality, address and Federal Taxpayers Registry number of
each shareholder, when applicable, with the indication of their contributions, as
well as the series that corresponds to the social shares of which they are the
owner; ---------------------------------------------------------------------------------------------
--- 2. -The indication of the exhibitions made, or the indication that the social
shares in question are fully paid, if applicable; ------------------------------------------------
--- 3. The transfers of social shares that are carried out, if said transfers comply
with the provisions of these bylaws. No transfer of social shares will take effect with
respect to third parties, until after its registration in the Book of Shareholders; and -
--- 4. - The other acts that must be registered in accordance to the legal provisions
in force from time to time, at the request of the interested party, including any
option. ----------------------------------------------------------------------------------------------------
--- The Company shall consider as the owner of the social shares whoever appears
registered as such, in the Company's Book of Shareholders. -----------------------------
--- EIGHTH.- STOCK INCREASE: The capital stock of the Company in its fixed
portion, can only be increased if the pertinent resolutions are adopted at the
General Meeting of Members and the sixth article of these bylaws is reformed.
-------- The variable part of the Company's capital stock may be increased by
resolution of General Meeting of Members and its registration in the Company's
Capital Stock Changes Book. In these cases, formalization before a public notary
will not be required.
-------------------------------------------------------------------------------------------------
--- The Company shall keep a Registry Book of Capital Variations, in which the
increases and/or decreases in the Company's capital stock shall be registered. -----
--- NINTH. SUPPLEMENTARY CONTRIBUTIONS: The shareholders under no
circumstances are obliged to make supplementary contributions unless the
General Meeting of Members approves it. --------------------------------------------------
TENTH. - PREFERENCE RIGHT: The shareholders shall have, in proportion to
their contribution to the capital stock of the company, preference rights in the
increase of stock approved by the General Meeting of Members. Shareholders who
exercise their right of preference will increase the value of their stocks in the same
series of their shares, but shall not have the right to acquire another series of
shares by exercising their right of preference
-------------------------------------------------------------
--- ELEVENTH.- DECREASE CAPITAL: The capital stock of the Company in its
fixed portion, can only be decreased if the pertinent resolutions are adopted at the
General Meeting of Members and the sixth article of these bylaws is reformed and
said decreased is registered in the Registry Book of Capital Variations. ---------------
--- The reduction of the fixed portion of the share capital, by means of
reimbursement to the shareholders or release granted to them from exhibitions not
carried out, will be published 3 (three) times in the official newspaper of the
Company's domicile, with intervals of 10 (ten) days apart. ------------------------------
---The capital stock, in its variable portion, will be reduced by means of a resolution
adopted in General Meeting of Members and its registry in the Registry Book of
Capital Variations. ---------------------------------------------------------------------------------
---TWELFTH.- EXERCISE OF THE RIGHT OF WITHDRAWAL: Any of the
shareholders holding shares representing the variable part have the right, prior
approval of the General Meeting of Members, to withdraw all or part of their
contributions represented by the social parts into which the variable part of the
social capital is divided, subjected to the terms of said General Meeting of
Members. ------------------------------------------------------------------------------------------------
--- THIRTEENTH.- RESTRICTION TO THE TRANSFER OF THE SHARES: For
the transfer of representative shares of the Company's share capital, as well as for
the admission of new shareholders, the consent of the shareholders representing
the majority of the subscribed and paid share capital of the Company shall be
enough. --------------------------------------------------------------------------------------------------
--- When the transfer abovementioned is authorized in favor of a person outside
the Company, the shareholders will have the right to have a period of 15 (fifteen)
calendar days to exercise it, counted from the date of the General Meeting of
Members that granted the authorization. If there are several shareholders who wish
to exercise this right, it will be up to all of them in proportion to their contributions to
the Company's share capital. -------------------------------------------------------------------
--------------------------------------------CHAPTER III --------------------------------------------

------------------------------GENERAL MEETING OF MEMBERS -----------------------------
FOURTEENTH.- GENERAL MEETING OF MEMBERS: The General Meeting of
Shareholders is the supreme authority of the Company, all others are subordinate
to it, and shall have the authority to make all kinds of resolutions, as well as to
appoint and remove any official of the Company. Its resolutions must be executed
by the Manager or Council of Managers, or by the person or persons expressly
designated by the corresponding General Meeting of Shareholders.
--------------------------
--- The General Meeting of Shareholders will have, in addition to the powers
established in these bylaws, the powers provided for in Article 78 (seventy-eight) of
the General Law of Commercial Companies.
--- FIFTEENTH.- MEETINGS OF THE GENERAL MEETING OF MEMBERS: All
the General Meetings of Members shall meet at the domicile of the Company at
any time they convened, and without this requirement they will be null, except in
the fortuitous event or force majeure, or that the resolutions taken in an
unannounced Assembly or outside the Assembly, are adopted by the shareholders
in accordance with the provisions of subsection (b) of Article Seventeen of these
bylaws. A General Meeting of Members must be held at any time at least 1 (once)
a year. -------------------------------------------------------------------------------------------------
--- SIXTEENTH- CALLS: The calls for the General Meeting of Members shall be
made by the Director or, as the case may be, any member of the Board of
Directors, or by a Trustee or by the Secretary of the Company or the Alternate
Secretary of the Company, or by the shareholder or shareholders representing at
least 50 % (fifty percent) of the capital stock of the Company. -------
--- Any call must be made through publication in the electronic system of the
Ministry of Economy, at least 15 (fifteen) days in advance of the date set for the
holding of said Meeting and by means of notification to each one. of the
shareholders, sent to the address that each of the shareholders has registered in
the Book of Shareholders, either personally or through an express courier service
(Fedex, DHL or UPS), in each case with at least 8 (eight) days in advance of the
date set for the holding of said Assembly.
--------------------------------------------------------------
--- All calls shall have the date, time and place in which the General Meeting of
Members in question will be held, the agenda, and must be signed by the person
making the call. ----------------------------------------------------------------------------------------
-- The call will not be necessary in the case of resolutions adopted by General
Meeting of Members not convened or resolutions taken outside the Meeting, in
both cases subject to what is established in subsection (b) of Article Seventeen
below, nor in the case of the continuation of a General Meeting of Members legally
installed, provided that when said General Meeting of Members is interrupted, the
date, time and place in when it should continue has been indicated. -------------------
--- SEVENTEENTH.- QUORUM: (a) For the General Meeting of Members to be
considered legally installed on first or subsequent call, they must be represented,
by at least 50% (fifty percent) of the Company's capital stock in circulation in that
moment and with the right to vote in said Meeting, and so that these resolutions
are valid, whether in first or subsequent call, they will be required to be adopted by
the majority of votes present in said Meeting. –------------------------------------------------
--- (b) The resolutions taken by the shareholders of the Company in a General
Meeting of Members not convened under the terms of Article Sixteen of these
bylaws will be null, unless at the time of the vote, the totality of the social parts with
the right to vote in said Assembly has been represented. The resolutions taken
outside the General Meeting of Members by unanimous vote of the shareholders,
shall have, for all legal purposes, the same validity as if they had been adopted at
the General Meeting of Members, provided that they are in writing and have been
signed by all the shareholders.
---------------------------------------------------------------------
--- EIGHTEENTH.- REQUIREMENTS TO ATTEND THE GENERAL MEETING OF
MEMBERS: To attend the General Meeting of Members, the members must be
registered as such in the Company's Book of Shareholders. -----------------------------
---The shareholders may be represented at the Assemblies by represenatives who
may be or not, members of the Company. Representation may be conferred by
general or special power of attorney, or by means of a simple power of attorney
granted before 2 (two) witnesses. -----------------------------------------------------------------
--- NINETEENTH- PROCEDURE IN THE GENERAL MEETING OF MEMBERS:
(a) they will be chaired by the Manager or, as the case may be, by the Chairman of
the Board of Directors, and will act as Secretary, the Secretary of the Company; in
the absence of any of them, the person(s) designated for this purpose at the
relevant General Meeting of Members, by majority of votes of those present at said
General Meeting of Members. -------------------------------------------------------------------
--- (b) At the start of the General Meeting of Members, the President will appoint
one or more scrutineers to count the shareholders present and represented
therein, who must draw up an attendance list in which they will write down the
names of the shareholders present or represented, the number of represented
shares, and the number of votes that each shareholder corresponds, to be able to
make the respective count in the voting. -----------------------------------------------------
--- (c) If the quorum required under these bylaws is present, the president will
declare the General Meeting of Members as legally installed and the agenda will
be presented. -------------------------------------------------------------------------------------------
--- (d) A minute will be drawn up from every General Meeting of Members that shall
be recorded in the respective General Meeting of Members Minutes Book that the
Company must open and maintain, and must be signed by the president and the
secretary of the Meeting, as well as by the Trustee who have attended. It will be
attached to each minute (i) the documents that justify that the calls were made in
the terms established by these bylaws or, where appropriate, evidence of the
assumptions provided for in section (b) of Article 17 of this baylaws, (ii) the
attendance list duly signed by the shareholders, the scrutineers and the other
attendees who wish to do so, (ii) the power of attorney or copy of the power of
attorney of the representatives of the shareholders, and (iv) copy of the respective
minutes, duly signed by the president and secretary of the Meeting, as well as by
the Trustee(s) who attended.----------------------------------------------------------------------
--- The minutes containing the resolutions adopted by the shareholders outside the
Meeting, must also be transcribed in the respective Minutes Book, and will be
certified by the secretary of the Company or by the Manager or a member of the
Board of Directors, according to the case. --------------------------------------------------
--------------------------------------------CHAPTER IV --------------------------------------------
------------------MANAGEMENT AND OVERSIGHT OF THE COMPANY
------------------ TWENTIETH.- BOARD OF DIRECTORS: The management and
representation of the Company will be in charge of one or several managers
(hereinafter, "Manager" or "Managers"). The shareholders may determine in a
General Meeting of Shareholders the form of management of the Company, and in
the event that the shareholders choose that the Company is managed by several
Managers, these will be constituted in a Council of Managers ("Council of
Managers") made up of the number of members determined by the General
Meeting of Shareholders that elects them, which in no case may be less than 2
(two). The Chairman of the Board of Directors will not have a casting vote.
-----------------------------------------------
---The shareholders of the Company may, at the General Meeting of Shareholders
in which the management body of the Company is appointed, appoint a secretary
of the Company, who may or may not be a member of the management body, and
who shall be in charge of the books of minutes and records of changes in capital
stock and shareholders of the Company, as well as other powers and obligations
that these bylaws attribute. -----------------------------------------------------------------------
---The Managers may or may not be members of the Company. They will last in
this position the time determined by the General Meeting of Members that appoints
them and, they will continue in their respective functions even when the period for
which they had been appointed had elapsed, as long as their successors are not
appointed and take possession of their positions. The General Meeting of
Members that elected them, where appropriate, will set the remuneration of the
Managers.
--- TWENTY-FIRST.- POWERS OF THE BOARD OF MANAGERS: The Manager
or Board of Managers, as the case may be, the latter being a collegiate body, will
have the powers listed below: ------------------------------------------------------------------
--- 1. GENERAL POWER OF ATTORNEY FOR LAWSUITS AND
COLLECTIONS, without any limitation in the broadest terms referred to in
paragraph 1 of article 2436 (two thousand four hundred thirty-six) of the Civil Code
for the State of Sinaloa, correlative of the paragraph 1 of article 2554 (two
thousand five hundred fifty-four) of the Federal Civil Code and its concordant of the
same order in all the others States of the Mexican Republic, with all the general
and special powers that require a special clause in accordance to the Law, in
accordance to article 2469 (two thousand four hundred and sixty-nine) of the Civil
Code in the State of Sinaloa, consistent with article 2587 (two thousand five
hundred eighty-seven) of the Federal Civil Code and its correlatives of the same
order in all the other States of the Mexican Republic, authorizes the following: ------
--- Exercise all kinds of rights and actions before any Federal, State and Municipal
authority, whether in voluntary, contentious or mixed jurisdiction and in the case of
civil, judicial, administrative, criminal or labor authorities, whether these are local,
state or federal, answer lawsuits, oppose exceptions, counterclaims, submit to any
jurisdiction to articulate and acquit positions, appoint and withdraw experts,
challenge jurisdictional authorities, and other persons who are recusable in law,
withdraw from the main thing and their interests, as well as any resource, including
amparo trial, which may promote as many times it deems convenient, render all
kinds of evidence, recognize signatures and documents, object to them and convict
them of being false, settle and commit to arbitrators, attend meetings, proceedings
of any kind, make bids, bids and best bids and obtain for the principal Company
the adjudication of all kinds of assets and by any title, make subrogation of rights,
formulate accusations of complaints and criminal complaints and become an
adjunct party of the Public Ministry or Prosecutor, causes in which the broadest
powers that the case require are possible.
--- In terms of article 1390 Bis 21 (thousand three hundred ninety Bis twenty-one),
of the Code of Commerce, may reconcile before the judge and sign, where
appropriate, the corresponding agreement. ----------------------------------------------------
--- They may also authorize one or more persons or lawyers so that in name and
representation of the Company can hear and receive notifications, file appeals,
offer and intervene in the presentation of evidence, argue at hearings, request the
issuance of a sentence, avoid the consummation of expiration due to procedural
inactivity or any act necessary for the defense of the rights of the authorizer. ------
--- Authorize one or more lawyers in terms of paragraph 3 of article 1069 (one
thousand sixty-nine) of the Commercial Code, so that in terms of article 1390 Bis
21 (one thousand three hundred and ninety Bis twenty-one), of the Commercial
Code name and representation of the company appear at the hearings in the
commercial oral trials, in order to reconcile before the judge and sign, where
appropriate, the corresponding agreement. ----------------------------------------------------
--- 2. GENERAL POWER OF ATTORNEY FOR MANAGEMENT ACTS, without
any limitation in the terms of paragraph 2 of article 2436 (two thousand four
hundred thirty-six) of the Civil Code for the State of Sinaloa correlative of the
paragraph 2 of article 2554 (two thousand five hundred fifty-four) of the Federal
Civil Code and its concordant in the other States of the Mexican Republic. ---------
--- 3. - GENERAL POWER OF ATTORNEY FOR MANAGEMENT ACTS IN
LABOR MATTERS, The Manager or Board of Directors will have the powers to
represent the Company in any trial or procedure of the labor order, in the terms
and for the purposes of articles 11 (eleven), 46 (forty-six), 47 (forty-seven), 134
(one hundred and thirty-four) section 3, 523 (five hundred and twenty-three), 692
(six hundred and ninety-two) sections 2 and 3, 694 (six hundred and ninety four),
695 (six hundred and ninety five), 786 (seven hundred and eighty six), 787 (seven
hundred and eighty seven), 873 (eight hundred and seventy-three), 875 (eight
hundred and seventy-five), 876 (eight hundred and seventy-six), 878 (eight
hundred and seventy-eight), 880 (eight hundred and eighty), 883 (eight hundred
and eighty-three) and 884 (eight hundred and eighty-four) and other applicable
provisions of the Federal Labor Law in force, with the powers, obligations and
rights derived from said provisions in matters of labor representation of the
Company. Likewise, the employer representation of the Company is entrusted to
the Legal Representative, in the terms of Article 11 (eleven), 46 (forty-six) and 47
(forty-seven) of the Federal Labor Law. The power that is granted includes the
powers that, but not limited to, are mentioned below:
------------------------------------------- (i) Act before the unions with which collective
bargaining agreements have been signed and with respect to any matter related to
labor conflicts of a collective nature;
------------------------------------------------------------------------------------------------
--- (ii) Act before individual workers regarding any matter of an individual nature;
and, in general, regarding any matter between the employer and workers, ---------
--- (iii) Appear before any of the labor or social security authorities referred to in
Article 523 (five hundred twenty-three) of the Federal Labor Law; -----------------------
--- (iv) Appear before the federal or local conciliation and arbitration boards with the
powers mentioned in subsections (a) and (b) of this clause, as applicable; -------
--- (v) Prove the capacity of the Company in or out of court, under the terms of
sections 2 and 3 of Article 692 (six hundred and ninety-two) of the aforementioned
legal system; -----------------------------------------------------------------------------------------
--- (vi) Appear to unburden the confessional evidence and answer questionnaires
in all its parts, in accordance to the provisions of articles 786 (seven hundred
eighty-six), 787 (seven hundred eighty-seven) and 788 (seven hundred eighty-
eight ) of the Federal Labor Law, ----------------------------------------------------------------
--- (vii) Indicate conventional addresses to receive notifications, in accordance to
the provisions of Article 739 (seven hundred thirty-nine) of the Federal Labor Law; -
---(viii) Appear with broad powers of representation, at the hearing referred to in
Article 873 (eight hundred and seventy-three) of the Federal Labor Law, in its
stages: conciliation, demand and exceptions, and offer and admission of evidence,
as well as offering, admitting and objecting to evidence, under the terms of articles
875 (eight hundred and seventy-five), 876 (eight hundred and seventy-six) sections
I and IV (one and four roman), 878 (eight hundred and seventy and eight) and 880
(eight hundred and eighty) of the Federal Labor Law; ---------------------------------------
--- (ix) Obey and accept conciliation formulas, enter into agreements, negotiate,
enter into or terminate employment contracts; act as the Company's representative
regarding trials or procedures in labor matters, individual or collective, before all
types of authorities, offer reinstatement and answer all types of demands, claims or
notifications.
---------------------------------------------------------------------------------------------
--- IV.-GENERAL POWER OF ATTORNEY FOR ACTS OF OWNERSHIP, without
any limitation in the terms of paragraph 3 article 2436 (two thousand four hundred
thirty-six) of the Civil Code for the State of Sinaloa correlative of paragraph 3 of
article 2554 (two thousand five hundred fifty-four) of the Federal Civil Code and its
correlatives of the same order in the other States of the Mexican Republic,
including powers to sell, transmit, dispose of, pawn, mortgage or encumber any
property of the Company with any other real right, as well as to borrow capital,
without the need for any additional authorization from the shareholders. ---------------
--- V.-POWER TO GRANT AND SUBSCRIBE CREDIT SECURITIES, shall have
the power to grant and sign credit securities and guarantee debts of third parties
before any Credit Institution or individuals under the terms of article 9 of the
General Law of Titles and Credit Operations. -------------------------------------------------
---VI.- POWER TO OPEN AND CLOSE BANK ACCOUNTS, with powers to go to
any Banking or Financial Institution in order to open or contract any kind of bank
account and any banking instrument, in the name of the company, having the legal
representative designated the recognized signature to carry out any transaction in
said accounts and authorize the people who can do so. ------------------------------------
---VII- POWERS TO SUBSTITUTE OR DELEGATE general and special powers
either totally or partially in legal representatives of the Company, reserving the
exercise of the powers granted, and granting the powers with the authority that it
deems appropriate for each case, within the limits of its powers, as well as
revoking the powers that have been granted. --------------------------------------------------
--- VIII. POWER TO CALL GENERAL MEETINGS OF MEMBERS, execute, and
enforce the resolutions adopted in them. --------------------------------------------------------
--- IX.- The non-delegable and exclusive power to determine the direction in which
the votes corresponding to the shares or partnerships issued by other commercial
companies in whose capital stock the Company participates, whether directly or
indirectly, should be cast; and -----------------------------------------------------------------
--- X-Power to appoint and revoke the appointments of the CEO of the Company,
officials, trusted personnel and other internal bodies of the Company that deems
convenient, indicating their attributions, faculties, obligations, remuneration, as well
as the guarantees that must be granted when the Board of Directors deems it
necessary. --------------------------------------------------------------------------------------------
--- TWENTY SECOND. SESSIONS OF BOARD OF DIRECTORS: In the event

that there is a Board of Directors, the sessions shall be held at the domicile of the
Company or in any other place in the Mexican United States or abroad, that is
determined in advance in the respective call and shall be chaired by the President
of the Board of Directors and in his absence, by any Manager appointed by the
Managers present at the corresponding session, by majority vote of those present.-
--- The Secretary of the Company will act as secretary. or in his absence, any
Manager appointed by the Managers present at the corresponding session, by
majority vote of those present. -----------------------------------------------------------------
--- The sessions of the Board of Directors may be held at any time when they are
convened by the Chairman of the Board of Directors or by any Manager. The
Statutory auditor must be summoned to all the sessions of the Board of Directors,
to which they must attend with voice but cannot vote. ---------------------------------------
--- The calls must be made in writing and sent to each of the Managers and
Statutory auditor, with at least 5 (five) days in advance of the date of the session,
to the respective addresses that thy have indicated for that purpose. The calls must
specify the time, date, and place of the meeting, and must be signed by the person
or persons who make them. The calls shall be sent to the members through an
express courier service (Fedex, DHL or UPS) and will be sent by email to the email
address designated for that purpose as well. -------------------------------------------------
--- TWENTY-THIRD. QUORUM: (a) For the Board of Directors is valid; it is
required the presence of at least the majority (half plus one) of the Managers that
integrate it. If a session of the Board of Directors cannot be held due to a lack of
quorum, the call will be repeated as many times as necessary. --------------------------
--- (b) For the resolutions of the Board of Directors to be valid, they must be
adopted by the favorable vote of the majority of the Managers of the Board of
Managers. -----------------------------------------------------------------------------------------------
--- (c) The resolutions taken outside the Board of Directors session will have the
same validity as if they had been adopted at the Board of Directors session,
provided that they are taken by unanimous vote of its members and confirmed in
writing by each one of them. -------------------------------------------------------------------
--- (d) The members of the Board of Directors shall act as a council and jointly
exercise any of the powers that correspond to the Board of Directors, in
accordance with the provisions of the preceding paragraphs of this article; and also
the Council of Directors may designate one or more special delegates from among
its members to comply with the resolutions of said Council of Directors.
------------------ TWENTY-FOURTH.- MINUTES: Minutes of every session of the
Council of Directors will be drawn up and will be recorded at Book of Minutes of the
Sessions of the respective Board of Directors that the Company must open and
maintain, and that must be signed by the president and/or the secretary of the
Board of Directors.
---------------------------------------------------------------------------------------------
--- Likewise, there will a file will for each minute that must contain (i) the documents
that justify that the calls were made in the terms established by these bylaws or,
where appropriate, proof of the assumption provided for in section (c) of Article 23
of these bylaws, (ii) the attendance list duly signed by the members of the Board of
Directors who attended the session in question, (iii) the reports, opinions and other
documents that have been submitted for the consideration of the members of the
Board of Directors, and (iv) a copy of the respective minutes duly signed by the
president and/or the secretary of the session in question. ---------------------------------
--- The minutes containing the resolutions adopted by the Managers outside the
session of the Council of Directors must also be transcribed in the Book of Minutes
of the Sessions of the Council of Managers, and shall be certified by the president
and/or the secretary of the Council of Managers. -----------------------------------------
--- TWENTY-FIFTH.- GUARANTEES: The Manager to the members of the Board
of Directors, shall not be required to insure the liability that they may incur in the
performance of their duties, nor will they have to grant a surety, bond or cash
deposit before the Company, except that is expressly determined by the General
Meeting of Members, at the time of their appointment, or at any subsequent time.
----- TWENTY SIXTH.- INTERMEDIATE MANAGEMENT BODIES: The Manager
or The Board of Directors of the Company may establish, when it deems it
convenient, one or more intermediate administrative bodies or committees, in
which case, its structure, operating regime and delimitation of powers will be
subject to what is resolved by the Manager or Board of Directors of the Company
at the time of its establishment.
---TWENTY-SEVENTH.- OVERSIGHT OF THE COMPANY: If so decided by the
General Meeting of Members, the oversight of the company shall be in charge of
one or more statutory auditor as determined by the General Meeting of Members.
In case there are several statutory auditors, these shall be constituted in an
oversight council that shall act as an association and whose resolutions must, in
any case, be adopted unanimously by its members.
--- TWENTY-EIGHTH.- STATUTORY AUDITORS: If any, the statutory auditor(s)
may or may not be a member(s) of the Company, and shall remain in office for the
time determined by the General Meeting of Members that had elected them and,
except for the provisions of the applicable legislation, they shall continue in their
position(s) until their replacement is appointed and take possession of his/her
position(s). ------------------------------------------------------------------------------------------
--- The General Meeting of Members, who have agreed to their designation, shall
set the payment of the statutory auditor(s), where appropriate. ---------------------------
--- TWENTY-NINTH. - POWERS, OBLIGATIONS AND GUARANTEES OF THE
STATUTORY AUDITOR: (the statutory auditor (s) shall have the following powers
and obligations:
--- I. Make sure of the constitution and subsistence of the guarantees that should
be granted by the Manager or members of the Board of Directors of the Company,
informing the General Meeting of Members of any irregularity in this regard. ---------
---III.-Perform an examination of the operations, registration documents and other
supporting evidence, to the degree and extent necessary to carry out the oversight
of the operations to be able to render the opinion mentioned in the following
subsection. -----------------------------------------------------------------------------------------
--- III. Annually render to the General Meeting of Members, a report regarding the
veracity, sufficiency and reasonableness of the information presented by the Board
of Directors to the General Meeting of Members, said report must contain at least
the following elements: -------------------------------------------------------------------------
--- (a) The opinion of the statutory auditor on whether the accounting and
information policies and criteria followed by the Company are appropriate and
sufficient taking into account the particular circumstances of the Company. ----------
--- (b) The opinion of the statutory auditor as to whether those policies and criteria
have been consistently applied to the information presented by the managers. ------
--- (c) The opinion of the examiner on whether, because of the foregoing, the
information presented by the administrators accurately and sufficiently reflects the
financial situation and the results of the Company. -----------------------------------------
---IV. Have the points they believe pertinent, inserted in the agenda of the sessions
of the Board of Directors, and General Meeting of Members. ----------------------------
--- V.- Convene General Meeting of Members, in case of omission of the Manager
or members of the Board of Directors and in any other case that it deems
convenient. ----------------------------------------------------------------------------------------
--- VI.- Attend with voice but without vote, the sessions of the Board of Directors, to
which they should be summon. -------------------------------------------------------------------
--- VII.- Attend with voice but without vote, to the General Meeting of Members, and
--- VII.- In general, monitor the operations of the Company without limitation and at
any time. -----------------------------------------------------------------------------------------------
--- The statutory auditors shall not be required to insure the liability they may incur
in the performance of their assignments, nor will they have to grant commission,
bond or cash deposit before the Company, unless expressly determined by the
General Meeting of Members of the Company. -----------------------------------------------
--------------------------------------------CHAPTER V --------------------------------------------
-------------------------------------PROFITS AND LOSSES ------------------------------------
---THIRTY.- FISCAL YEAR: The fiscal year shall not exceed a period of 12
(twelve) months, shall begin on January 1st and end on December 31st of each
year, except for the first fiscal year that will begin on the date of incorporation of the
Company, and until December 31 of said year. ---------------------------------------------
---THIRTY-FIRST.- PROFITS: The profits obtained in each fiscal year shall be
applied as follows: -------------------------------------------------------------------------------------
--- (a) It will be separated, in the first place, by the amount that corresponds to the
employee profit sharing, in accordance to the legal regulations applicable;
--- (b) Secondly, the amount agreed upon by the General Meeting of Members for
the formation or reconstitution, as the case may be, of the legal reserve fund, an
amount that shall be at least 5% (five percent) of the net profits of the fiscal year in
question, until said fund amounts to 20% (twenty percent) of the Company's capital
stock. --------------------------------------------------------------------------------------------------
--- (c) Once the provisions of sections (a) and (b) above have been met, the
General Meeting of Members may freely determine the Convenient application of
profits, including without limitation, the distribution of dividends among the
shareholders, and the creation of any reserves determined by the General Meeting
of Members. -------------------------------------------------------------------------------------------
---THIRTY-SECOND. - LOSSES: The shareholders will only be liable for the losses
of the Company, up to and in proportion to the amount of their respective
contributions. ------------------------------------------------------------------------------------------
--- Consequently, the owners of the released social shares will not be liable, the
owners of social shares that have not been fully paid, will only respond up to the
undisclosed amount of their social shares. -----------------------------------------------------
---THIRTY-THIRD- FOUNDERS: The founding shareholders of the Company do
not reserve any special participation in the profits of the Company. --------------------
--------------------------------------------CHAPTER VI --------------------------------------------
AMENDMENT TO THE BYLAWS OF THE COMPANY, MERGER, SPLIT AND
-------------------------------TRANSFORMATION OF
SOCIETY--------------------------------
--- THIRTY FOURTH.- AMENDMENT TO THE BYLAWS OF THE COMPANY,
MERGER, SPLIT AND TRANSFORMATION OF THE COMPANY: The Company
may merge with any other company regulated by law. The Company may be spun
off to create one or more new companies, extinguishing and subsisting the spun-off
Company. Likewise, the Company may be transformed into any other legal type.
------ The amendments to the Company's bylaws, as well as the merger, spin-off or
transformation agreements of the Company, must be approved by the
shareholders representing at least 51% (fifty-one percent) of the capital subscribed
and paid share of the Company. ------------------------------------------------------------------
--------------------------------------------CHAPTER VII --------------------------------------------
---------------------------DISSOLUTION AND LIQUIDATION--------------------------------
--- THIRTY-FIFTH. - CAUSES FOR DISSOLUTION: The Company shall be
dissolved by any of the following causes: -------------------------------------------------
--- (a) Due to the impossibility of continuing to carry out its corporate purpose; ------
--- (b) By agreement of the shareholders representing at least 75% (seventy-five
percent) of the subscribed and paid capital stock of the Company; ---------------------
---(c) Because the parties of interest are gathered in a single person; or ---------------
--- (d) Due to the loss of two thirds of the capital stock, unless the partners
reconstitute it or reduce it without violating the minimum established by law. ---------
--- THIRTY-SIXTH.- LIQUIDATION: (a) Once the dissolution of the company has
been agreed, it shall be put into liquidation, which will be in charge of one or more
liquidators as determined by the respective General Meeting of Members. ------------
--- (b) As long as the appointment of the liquidators has not been registered in the
Public Registry of Property and Commerce, and they have not taken office, the
Manager or the Board of Directors, as the case may be, will continue to carry out
their duties. -------------------------------------------------------------------------------------------
--- (c) The liquidation shall be performed as provided by the General Law of
Commercial Companies in force. The General Meeting of Members, in the case of
agreeing with the dissolution, must establish the rules that, in addition to the legal
provisions and the guidelines established in these bylaws that must govern the
actions of the liquidators. ----------------------------------------------------------------------------
--- (d) The Assembly will meet during the liquidation in the same manner as the
normal existence of the Company, with the liquidators having the powers that
correspond to the Manager or Board of Directors, as the case may be, and the
functions established by the General Law of Commercial Companies in force. The
statutory auditor(s) shall perform the same function during the liquidation as during
the normal existence of the Company. -----------------------------------------------------------
--------------------------------------------CHAPTER VIII --------------------------------------------
----------------------------------------FINAL PROVISIONS-----------------------------------------
--- THIRTY-SEVENTH.- SUPPLEMENTAL LAWS: For everything not provided for
in these bylaws, the applicable provisions of the General Law of Companies in
force shall apply. ---------------------------------------------------------------------------------
-------------------------------------- PROVISIONAL ARTICLES-----------------------------------
--- The shareholders, gathered in this act of constitution, by their own right take the
following unanimous resolutions: --------------------------------------------------------------
--- FIRST - SHARE CAPITAL: The fixed capital of the Company amounts to
$10,000.00 (Ten Thousand Pesos 00/100 Legal Currency), and shall be
represented by 2 (two) Series "A" shares, without the right to withdrawal, which
have been fully subscribed and paid in cash in the following way: -----------------------
FIXED SHARE
PARTNERS CAPITAL VALUE PERCENTAGE
SERIE “A”
BJA PACIFIC, LLC 1 $9,900.00 99%
R.F.C.
EXT990101NI1
EL CID LAND
AND CATTLE,
$100.00 1%
LLC 1
R.F.C.
EXT990101NI1
TOTAL 2 $10,000.00 100%
--- All the shares have been fully subscribed and paid in cash by the shareholders.
--- SECOND.- MANAGEMENT OF THE COMPANY: The partners in this act agree
that the administration of the Company will be entrusted to a SOLE DIRECTOR,
designating Mrs. BARBARA JEAN ALLSUP (also known as Barbara J. Allsup)
as Sole Manager of the Company, to whom all the powers contained in article
TWENTY-FIRST of these bylaws are conferred, without any limitation. ----------------
--- THIRD: ECONOMIC COMPENSATION: It is decided that there will be no

compensation for the performance of the position of Manager. ---------------------------
--- FOURTH. GUARANTEE: It is decided that the Manager of the Company will not
have to grant a surety, bond, guarantee or cash deposit for the performance of her
duties. ----------------------------------------------------------------------------------------------------
---FIFTH.- FISCAL YEAR: The Company's fiscal year will run from January 1st to
December 31st of each year, except for the first year that will begin on the date of
signing of the bylaws and will end on December 31 of this year. -------------------------
--- SIXTH. – OVERSIGHT OF THE COMPANY: The shareholders decided that
there shall not be a statutory auditor appointed at this time. -------------------------------
--- SEVENTH. - GRANTING OF POWERS: The shareholders do hereby agree to
grant Mr. MANUEL LIZARRAGA GONZALEZ (RF.C. LIGM800116T90) the
following power of attorney, which may be exercised individually or jointly with any
other representative that the Society appoints: ------------------------------------------------
--- GENERAL POWER OF ATTORNEY FOR MANAGEMENT ACTS, with all the
powers that comprise a frank and free general administration, in the terms of the
second paragraph of Article 2436 of the Civil Code for the State of Sinaloa and
Article 2554 of the Federal Civil Code, as well as its correlatives in each and every
one of the Civil Codes of the States of the Mexican Republic, including but not
limited to the following actions:----------------------------------------------------------------
--- To appear before any government agency or dependency and before any local,
municipal, state or federal authority of fiscal or administrative nature, including
without limitation, the Ministry of Finance and Public Credit, the Tax Administration
Service, the Ministry of Finance and Treasury From Mexico City, Tributaria,
Secretary of Finance and Treasury of Mexico City, Secretariat of Administration
and Finance of the State of Sinaloa, to carry out all the necessary acts and to sign
and present any documents required in order to carry out all types of petitions,
requests, procedures, declarations, notices, payments, etc., required under the
fiscal and/or administrative provisions applicable, being able, without limitation, to
request, manage and obtain the registration of the Company before any registry of
a fiscal and/or administrative nature that is required under Mexican legislation,
including, but not limited to, the Taxpayers Federal Registry, as well as to request,
manage and obtain, any modifications to said registrations or regarding the
registrations granted, through the pertinent notices or through any other applicable
legal mechanism, and obtain evidence of said registrations. The Legal
Representative will have the authority to hear and receive all types of notifications
and documents, present any type of evidence required in accordance to the
applicable legal provisions, as well as to request any type of tax refund or
compensation, as well as to formulate, sign, register and submit all types of
notices, registrations, reports, tax returns, including without limitation, registration
or change of address and any other document that is necessary or required, both
for the constitution of the company or later, including without limitation the
Taxpayers Federal Registry, Tax Administration Service, National Registry of
Foreign Investments, National Registry of Importers and Exporters and in the
Public Registry of Property and Commerce corresponding to the domicile of the
Company and before any other authority. -------------------------------------------------------
--- Additionally, without constituting a limitation to the powers conferred in the
preceding paragraph, this power of attorney authorizes the Representative to
appear before the Secretary of Finance and Public Credit and/or the Tax
Administration Service, on behalf of the Company, to carry out all the acts that are
necessary and to sign any documents required in order to request, manage and
obtain the Advanced electronics of the Society as well as to perform any other act
related to the Advanced Electronic Signature (FIEL), including, but not limited to,
the request for a new one after the expiration of the term of its validity, or, the
revocation of the same and, where appropriate, the new processing of it. -------------
-------------------------------------------- PERSONALITY-----------------------------------------
---1.- Mr. MANUEL LIZARRAGA GONZÁLEZ, credits his capacity as special
Legal Representive of the foreign legal entity called BJA PACIFIC, LLC., with the
SPECIAL POWER OF ATTORNEY granted abroad by said foreign legal entity, in
favor of the appearing party.- Said power of attorney is duly signed and ratified
before Mrs. Tracy Shaw, foreign “notary public” for the State of New Mexico,
United States of America, dated on May 31, 2022. The document was apostilled in
accordance to the Hague Convention, under number 133185 (one hundred and
thirty-three thousand one hundred and eighty-five), dated on June 02, 2022 by the
Secretary of State of New Mexico, United States of America, which I attach to the
appendix of the volume in the file corresponding to this instrument, under the letter
"C", which must be inserted in the copies that are issued of this instrument. ----------
--- II. - MANUEL LIZARRAGA GONZÁLEZ, shows me with his capacity as special
representative of the foreign legal entity called EL CID LAND AND CATTLE, LLC.,
with the SPECIAL POWER OF ATTORNEY granted abroad by said foreign legal
entity, in favor of the appearing party - Said power of attorney is duly signed and
ratified before Mrs. Tracy Shaw, foreign “notary public” for the State of New
Mexico, United States of America, dated on May 31, 2022. The document was
apostilled in accordance to the Hague Convention, under number 133186 (one
hundred and thirty-three thousand one hundred and eighty-five), dated on June 02,
2022 by the Secretary of State of New Mexico, United States of America, which I
attach to the appendix of the volume in the file corresponding to this instrument,
under the letter "D", which must be inserted in the copies that are issued of this
instrument. ----------------------------------------------------------------------------------------------
---The appearing party, Mr. MANUEL LIZARRAGA GONZÁLEZ, under oath,
stated that the powers with which he appears in this act have not been revoked,
modified or limited in any way. ------------------------------------------------------------------
-------------------------------------------- GENERAL DATA-----------------------------------------
The undersigned Notary Public, as set forth in article 82 eighty-two, Section 12, of
the Law of Notaries for the State of Sinaloa, does hereby state and certify that the
appearing party is identified as follows: --------------------------------------------------------
--- Mr. MANUEL LIZARRAGA GONZÁLEZ, of Mexican nationality, married, a
public accountant, born on January 16, 1980 in Mazatlán, Sinaloa, domiciled at
Barlovento number 304 (three hundred and four), Fraccionamiento Marina Kelly,
zip code 82112 (eighty-two thousand one hundred and twelve), in the city of
Mazatlán, Sinaloa, with Unique Population Registry Code LIGMB00116HSLZNN15
and Federal Taxpayer Registry LIGM800116T90. --------------------------------------------
-------------------------------------------- IDENTIFICATION-----------------------------------------
--- That the undersigned Notary Public, as set forth in article 84 eighty-four, Section
3, of the Law of Notaries, does hereby certify that the appearing party identified
himself as follows: -----------------------------------------------------------------------------------
--- Mr. MANUEL LIZARRAGA GONZÁLEZ, with voting card No.
LZGNMN80011625H900 with code on the back No. IDMEX1926847212 issued by
the National Electoral Institute, on which appears his name, surnames and
photograph; whose official document I attest I have seen and I attached the
certified photostatic copy to the Appendix File of my Record and to the Testimony
that this deed is issued, marked under the corresponding letter. -------------------------
------------------------------------- PREVENTION CHAPTER------------------------------------
---1.- PRIVACY NOTICE. In compliance to the Federal Law on the Protection of
Personal Data Held by Private Parties, regarding the way to obtain, use, store and
process personal data, the undersigned delivers to the appearing party a copy of
the privacy notice referred to in the cited law, notwithstanding that it is displayed in
various public areas of my Notary, the appearing party expresses his consent to
the processing of his personal data, including sensitive data, the privacy notice
duly signed by the appearing party is attached to the file of this instrument and is
identified with the corresponding letter. ----------------------------------------------------
--- 2.- REGISTRATION IN THE PUBLIC REGISTRY OF PROPERTY AND
COMMERCE I do hereby informed the appearing parties of the need to register the
Testimony of this legal act in the Public Registry of Property and Commerce of
Mazatlán, Sinaloa for legal purposes. The appearing party relieves the
Undersigned Notary of the obligation to register the testimony of this instrument in
the aforementioned Public Registry, since it has not been required or paid for it. ----
3.- RESPONSIBILITIES FOR THE USE OF THE NAME OR COMPANY’S NAME
In accordance to the provisions of article 22 of the Regulation for the Authorization
for the Use of Names and Company Names, I warned the appearing party of the
obligations under his charge contained in the aforementioned article, cited below: --
- - - “Article 22.- The Companies and Associations that use or intend to use a
Denomination or Company Name will have the following obligations:-------------------
---I-Respond for any damage, harm or affectation that could be caused by the
improper or unauthorized use of a Denomination or Company Name in accordance
to the Law and these Regulations, and ---------------------------------------------------------
---Il-Provide the Secretary with the information and documentation required by
writing or through the System in relation to the use of a Denomination or Business
Name, at the time of reserving the Denomination or Business Name, during the
time it is in use, and after the Release Notice has been given with respect to the
denomination or company name.
------------------------------------------------------------------
--- The obligations established in the previous sections must be included in the
instrument, by which the constitution of the Company or Association is registered.”-
--- End of Transcript. --------------------------------------------------------------------------------
--- 4. - REGULATION OF FOREIGN INVESTMENT. The founding partners
through their legal representative have been notified of their obligation to process
the registration of this Company, in the National Registry of Foreign Investments,
within a period of 40 (forty) business days from the date of this deed, and that they
must show the undersigned Notary the proof of registration or the sealed request
for processing. They are also aware that in the case of omission, the undersigned
Notary shall present to the Registry Office, the notice referred to in article 34 (thirty-
four) of the Foreign Investment Law. -------------------------------------------------------------
--- 5.- PREVENTION OF THE OBLIGATION OF THE SHAREHOLDERS TO
REGISTER IN THE NATIONAL REGISTRY OF FOREIGN INVESTMENT . For the
purposes of article 34 (thirty-four) of the Foreign Investment Law, I do hereby state
that the shareholders BJA PACIFIC, LLC. AND EL CID LAND AND CATTLE,
LLC., did not accredit to be registered in the National Registry of Foreign
Investments, which is why I will report such omission to the National Registry of
Foreign Investments within 10 (ten) days following the date of authorization of the
instrument. ----------------------------------------------------------------------------------------------
---6. REGISTRATION OF THE COMPANY IN THE FEDERAL REGISTRY OF
TAXPAYERS. In compliance with the provisions of subsection B, section 8 of
article 27 (twenty-seven) of the Federal Tax Code, I warned the grantors that they
have the obligation to present to the undersigned Notary within the month following
the date of signature of this instrument, the request for registration of this company
in the Federal Registry of Taxpayers of the Tax Administration Service, of the
Ministry of Finance and Public Credit, otherwise the undersigned will proceed to
inform the Tax Administration Service of such omission. -----------------------------------
--- 7. REGISTRATION OF SHAREHOLDERS IN THE FEDERAL REGISTRY OF
TAXPAYERS. In compliance with the provisions of subsection B, section 9 of
article 27 (twenty-seven) of the Federal Tax Code, the appearing party does
hereby state that his principals are not registered in the Federal Registry of
Taxpayers of the Tax Administration Service, because they do not have your
business address in Mexico, which is why the following keys will be assigned:-------
--- Since the company called BJA PACIFIC, LLC., is not registered in the Federal
Registry of Taxpayers of the Tax Administration Service, it is assigned the generic
code No. EXT990101NI1. ---------------------------------------------------------------------------
--- Since the company called EL CID LAND AND CATTLE, LLC., is not registered
in the Federal Registry of Taxpayers of the Tax Administration Service, it is
assigned the generic code No. EXT990101NI1.
--- 8.- FEDERAL TAXPAYER REGISTRY CODE. In compliance with the
provisions of subsection B, section 9 of article 27 (twenty-seven) of the Federal
Tax Code, the appearing parties accredit me that the designated legal
representatives in this instrument are registered in the Federal Registry of
Taxpayers of the Tax Administration Service, under the following code: --------------
--- Mrs. BARBARA JEAN ALLSUP, since she is a resident abroad, she is not
registered in the Federal Registry of Taxpayers of the Tax Administration Service,
however, she has the generic code EXTF900101NI1. ---------------------------------------
--- Mr. MANUEL LIZARRAGA GONZALEZ is registered in the Federal Register of
Taxpayers of the Tax Administration Service under code LIGM800116T90,
according to the certificate of registry issued by the aforementioned authority. -------
---9.- DURATION AND VALIDITY OF THE ADDITIONAL REPRESENTATION.
The appearing party MANUEL LIZARRAGA GONZÁLEZ declares under oath, that
his clients have the legal capacity to contract and be bound, and that under his
responsibility he does hereby state that the powers with which he appears are
sufficient for the legal business contained in this instrument, and that said powers
have not been revoked or limited in any way. --------------------------------------------------
---10.- VULNERABLE ACTIVITY. The appearing party is hereby informed that the
present operation that he is entering into in his own right is subjected to the
provisions of articles 18 (eighteen), 21 (twenty-one) and 33 (thirty-three) and others
related to the Federal Law for the Prevention and Identification of Operations with
Resources of Illicit Origin, and that for such purposes it is considered a vulnerable
activity for which the undersigned Notary proceeds to carry out what is necessary
in compliance with the aforementioned law. ----------------------------------------------------
--- 11. -FEDERAL LAW FOR THE PREVENTION AND IDENTIFICATION OF
OPERATIONS WITH RESOURCES OF ILLEGAL ORIGIN. In accordance to the
aforementioned law, the undersigned Notary required the appearing party to
expressly and under oath to declare, warned of the penalties incurred by those
who falsely declare before a Notary, the following: -------------------------------------------
--- (a) Mr. MANUEL LIZARRAGA GONZÁLEZ states that he is not aware of the
existence of the beneficiary owner other than the company represented, BJA
PACIFIC, LLC., as it is itself the one who exercises the rights of use, enjoyment,
benefit, exploitation or disposal of the good or service. -----------------------------------
--- (b) Mr. MANUEL LIZARRAGA GONZÁLEZ states that he does not have
knowledge of the existence of the beneficiary owner other than the company
represented, EL CID LAND AND CATTLE, LLC., as it is itself the one who
exercises the rights of use, enjoyment, benefit, exploitation or disposal of the good
or service. --------------------------------------------------------------------------------------------
--- (c) Lastly, the granting of this instrument does not imply the establishment of a
business relationship, since it is an act or operation that is celebrated occasionally
and not as a product of a formal and daily relationship between the undersigned
and those appearing. -------------------------------------------------------------------------------
--- 12- SWORN OATH. The appearing party declares under oath, aware of the
penalties incurred by those who declare falsely before a Notary Public, in the terms
of article 105 (one hundred and five) of the Law of Notaries in force in the State of
Sinaloa, which are true the terms set forth in this Deed.
------------------------------------------ CERTIFICATE ------------------------------------------
--- I, THE NOTARY, DO HEREBY CERTIFY -------------------------------------------------
--- 1. The truth of the act. ----------------------------------------------------------------------------
--- 2.-That I fully identify myself as a Notary before the appearing party. --------------
--- 3. - That I know the appearing party who identifies himself before me with the
official documents indicated in the corresponding section and who, in my opinion,
has the legal capacity to contract and be bound, since I did not observe in him
manifestations of natural disability and I have no information that he is subjected to
interdiction.
---4. That Mr. MANUEL LIZARRAGA GONZÁLEZ states under oath that his
clients have legal capacity and that the powers with which he appears have not
been revoked, limited or modified in any way. -------------------------------------------------
--- 5. That the documents presented faithfully agrees with the original I had before
me. ------------------------------------------------------------------------------------------------------
--- 6.-That the appearing party shows me the certificates of the Federal Taxpayer
Registry, as well as in a photostatic copy I attach marked with the letter that
corresponds to the file corresponding to this record, for which I made sure that the
codes of the Federal Registry of Taxpayers that he has declared, match faithfully
and exactly with the Tax Identification Certificates displayed. -----------------------------
--- 7. – That I warned the grantors through their represenative, that they must
present within the term of the month following the date of signature of this
instrument, the request for the registration of the Company in the Federal Registry
of Taxpayers of the Secretary of Treasury and Public Credit. -----------------------------
--- 8. -That I warned the appearing party, who understood and agreed, that this
operation is subjected to the provisions of articles 18 (eighteen), 21 (twenty-one)
and 33 (thirty-three) and others related to the Federal Law for the Prevention and
Identification of Operations with Resources of Illicit Origin, and that for such
purposes it is considered a vulnerable activity, for which the undersigned Notary
proceeds to give the relevant notice in compliance with the aforementioned law. ----
---IX. That I warned the appearing party of his obligation to process the registration
of this company, in the National Registry of Foreign Investments, within a period of
40 (forty) business days counted from the date of this deed, and that they must
show to the undersigned Notary the proof of registration or the request of
proceeding duly sealed, they are also aware that in the case of omission, the
undersigned Notary will present to the Registry, the notice referred to in article 34
(thirty-four) of the Law of Foreign investment. -------------------------------------------------
---10.-That in terms of the provisions of the Federal Law on the Protection of
Personal Data Held by Private Parties, the appearing parties state that they are
aware of the privacy notice referred to in the aforementioned law, which is
displayed in various public areas of the offices of the undersigned Notary, so that
by signing this instrument, they expressly consent to the processing of your
personal data, including sensitive personal data. --------------------------------------------
--- 11. - That the appearing party read this document and the undersigned
explained the value and legal consequences of its content. -------------------------------
--- 12. -That the appearing party stated that he understood the explanation of the
consequences of this act and expressed his agreement with it and signed in my
presence on this date.- I ATTEST.- SIGNED: TWO ILLEGIBLE SIGNATURES-
SIGNED-BEFORE ME: LIC JESÚS AGUSTIN NORIEGA LOYA-ONE ILLEGIBLE
SIGNATURE-SIGNED. - THE NOTARY SEAL.

Escritura 2147 - Acta Constitutiva - Traduccion

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Escritura 2147 - Acta Constitutiva - Traduccion

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Jesus Agustin Noriega Loya, LL.

Volume No. 3 (Three)

--------------------------------------------CHAPTER III --------------------------------------------

--- TWENTY SECOND. SESSIONS OF BOARD OF DIRECTORS: In the event

--- THIRD: ECONOMIC COMPENSATION: It is decided that there will be no

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